0001509470 SSSS:StormWindLLCMember SSSS:NonControlledAffiliateInvestmentsMember SSSS:SeriesAEightPercentagePreferredStockMember us-gaap:PreferredStockMember SSSS:InteractiveLearningMember 2023-01-01 2023-06-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



 

FORM 10-Q



(Mark One)

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SeptemberJune 30, 20172023

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

COMMISSION FILE NUMBER: 814-00852



 

GSV

SuRo Capital Corp.

(Exact name of registrant as specified in its charter)



 

Maryland27-4443543
Maryland27-4443543
(State of incorporation)(I.R.S. Employer Identification No.)

 
2925 Woodside Road640 Fifth Avenue, 12th Floor, New York, NY10019
Woodside, CA94062
(Address of principal executive offices)(Zip Code)

(650) 235-4769

(212)931-6331

(Registrant’s telephone number, including area code)



Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareSSSSNasdaq Global Select Market
6.00% Notes due 2026SSSSLNasdaq Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yeso Noo. 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 fileroAccelerated filerx
Non-accelerated filero (Do not check if a smaller reporting company)Smaller reporting companyo
Emerging growth companyo

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)Yeso Nox. YES ☐ NO

The issuer had 21,321,88225,398,640 shares of common stock, $0.01 par value per share, outstanding as of November 9, 2017.August 8, 2023.

 


SURO CAPITAL CORP.

TABLE OF CONTENTS

GSV CAPITAL CORP.

TABLE OF CONTENTS

PAGE

PART I.

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

11
Condensed Consolidated Statements of Assets and Liabilities as of SeptemberJune 30, 20172023 (Unaudited) and December 31, 201620221
Condensed Consolidated Statements of Operations for the Three and NineSix Months Ended SeptemberJune 30, 20172023 and 20162022 (Unaudited)2
Condensed Consolidated Statements of Changes in Net Assets for the NineSix Months Ended SeptemberJune 30, 20172023 and 20162022 (Unaudited)43
Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20172023 and 20162022 (Unaudited)54
Condensed Consolidated Schedule of Investments as of SeptemberJune 30, 20172023 (Unaudited)65
Condensed Consolidated Schedule of Investments as of December 31, 20162022119
Notes to Condensed Consolidated Financial Statements as of SeptemberJune 30, 20172023 (Unaudited)1713

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6344
Forward-Looking StatementsItem 3.63
Overview64
Investments — (Portfolio Activity)64
Results of Operations66
Liquidity and Capital Resources71
Borrowings
73
Critical Accounting Policies74
Recent Developments74

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

54
Item 4.75Controls and Procedures54

Item 4.

Controls and Procedures

76PART II. OTHER INFORMATION

PART II.

OTHER INFORMATION

Item 1.
Legal Proceedings55

Item 1.

Legal Proceedings

1A.77Risk Factors55

Item 1A.

Risk Factors

2.77

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

7755

Item 3.

Defaults Upon Senior Securities

56
Item 4.78Mine Safety Disclosures56
Item 5.Other Information56
Item 6.Exhibits57

Item 4.

Mine Safety Disclosure

78Signatures58

i
Table of Contents

Item 5.

Other Information

78

Item 6.

Exhibits

78
Signatures79

i


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

I

Item 1. Condensed Consolidated Financial Statements

GSV and Supplementary Data

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(UNAUDITED)

         
  June 30, 2023  December 31, 2022 
ASSETS        
Investments at fair value:        
Non-controlled/non-affiliate investments (cost of $159,012,912 and $155,103,810, respectively) $120,620,316  $130,901,546 
Non-controlled/affiliate investments (cost of $30,195,780 and $41,140,804, respectively)  11,546,197   12,591,162 
Controlled investments (cost of $19,883,894 and $19,883,894, respectively)  28,116,633   13,695,870 
Total Portfolio Investments  160,283,146   157,188,578 
Investments in U.S. Treasury bills (cost of $75,478,668 and $84,999,598, respectively)  75,895,534   85,056,817 
Total Investments (cost of $284,571,254 and $301,128,106, respectively)  236,178,680   242,245,395 
Cash  24,542,729   40,117,598 
Proceeds receivable  664,470    
Escrow proceeds receivable  375,965   628,332 
Interest and dividends receivable  119,548   138,766 
Deferred financing costs  590,430   555,761 
Prepaid expenses and other assets(1)  485,171   727,006 
Total Assets  262,956,993   284,412,858 
LIABILITIES        
Accounts payable and accrued expenses(1)  2,511,200   708,827 
Dividends payable  188,357   296,170 
6.00% Notes due December 30, 2026(2)  73,564,712   73,387,159 
Total Liabilities  76,264,269   74,392,156 
Commitments and contingencies (Notes 7 and 10)  -     
Net Assets $186,692,724  $210,020,702 
NET ASSETS        
Common stock, par value $0.01 per share (100,000,000 authorized; 25,398,640 and 28,429,499 issued and outstanding, respectively) $253,986  $284,295 
Paid-in capital in excess of par  318,605,100   330,899,254 
Accumulated net investment loss  (72,859,710)  (64,832,605)
Accumulated net realized gain/(loss) on investments, net of distributions  (10,528,391)  2,552,465 
Accumulated net unrealized appreciation/(depreciation) of investments  (48,778,261)  (58,882,707)
Net Assets $186,692,724  $210,020,702 
Net Asset Value Per Share $7.35  $7.39 

See accompanying notes to condensed consolidated financial statements.

  
 September 30, 2017 December 31, 2016
   (Unaudited)
ASSETS
          
Investments at fair value:
          
Non-controlled/non-affiliate investments (cost of $172,562,763 and $204,101,445, respectively) $234,922,519  $200,532,890 
Non-controlled/affiliate investments (cost of $49,198,848 and $51,773,388, respectively)(1)  29,787,226   42,444,690 
Controlled investments (cost of $23,101,258 and $22,893,441,
respectively)(1)
  25,066,337   19,037,566 
Investments in treasury bill (cost of $99,991,125 and $29,998,750, respectively)  99,994,000   29,998,490 
Total Investments (cost of $344,853,994 and $308,767,024, respectively)  389,770,082   292,013,636 
Cash  5,154,436   8,332,634 
Interest and dividends receivable  218,437   92,946 
Prepaid expenses and other assets  297,785   213,942 
Deferred financing costs  425,316   311,268 
Total Assets  395,866,056   300,964,426 
LIABILITIES
          
Due to:
          
GSV Asset Management(1)  323,897   422,025 
Accounts payable and accrued expenses  257,386   335,611 
Accrued incentive fees(1)  9,608,629   2,126,444 
Accrued management fees(1)     524,054 
Accrued interest payable  156,104   1,056,563 
Payable for shares repurchased  153,560    
Payable for securities purchased  89,491,125   26,498,750 
Deferred tax liability  10,332,666   10,359,371 
Credit facility payable  8,000,000    
Convertible Senior Notes Payable 5.25% due September 15, 2018(2)  68,162,724   67,512,798 
Total Liabilities  186,486,091   108,835,616 
Commitments and contingencies (Notes 6 and 9)
          
Net Assets $209,379,965  $192,128,810 
NET ASSETS
          
Common stock, par value $0.01 per share
(100,000,000 authorized; 21,606,894 and 22,181,003 issued and outstanding, respectively)
 $216,069  $221,810 
Paid-in capital in excess of par  218,442,567   221,237,636 
Accumulated net investment loss  (18,761,130  (1,443,996
Accumulated net realized losses on investments  (25,100,964  (773,882
Accumulated net unrealized appreciation/(depreciation) of investments  34,583,423   (27,112,758
Net Assets $209,379,965  $192,128,810 
Net Asset Value Per Share $9.69  $8.66 

(1)(1)This balance isincludes a related-party transaction.right of use asset and corresponding operating lease liability, respectively. Refer to “Note 2 — Related-Party Arrangements”7—Commitments and Contingencies—Operating Leases and Related Deposits for more detail.
(2)(2)The Convertible SeniorAs of June 30, 2023, the 6.00% Notes havedue December 30, 2026 (effective interest rate of 6.53%) had a face value $75,000,000. As of $69,000,000.December 31, 2022, the 6.00% Notes due December 30, 2026 (effective interest rate of 6.53%) had a face value $75,000,000. Refer to “Note 9 — 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.



1

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                 
  Three Months Ended June 30,  Six Months Ended June 30, 
  2023  2022  2023  2022 
INVESTMENT INCOME                
Non-controlled/non-affiliate investments:                
Interest income $40,394  $149,282  $89,869  $311,737 
Dividend income  63,145   191,349   126,290   321,994 
Controlled investments:                
Interest income  318,425   550,000   554,425   840,000 
Interest income from U.S. Treasury bills  950,254      1,900,716    
Total Investment Income  1,372,218   890,631   2,671,300   1,473,731 
OPERATING EXPENSES                
Compensation expense  2,117,872   1,759,261   4,254,626   3,619,963 
Directors’ fees(1)  161,661   191,829   322,226   352,394 
Professional fees  916,579   1,078,459   1,907,413   2,351,172 
Interest expense  1,214,267   1,226,767   2,427,553   2,427,553 
Income tax expense  90,826   5,691   620,606   7,741 
Other expenses  676,353   439,512   1,165,981   750,501 
Total Operating Expenses  5,177,558   4,701,519   10,698,405   9,509,324 
Net Investment Loss  (3,805,340)  (3,810,888)  (8,027,105)  (8,035,593)
Realized Gain/(Loss) on Investments:                
Non-controlled/non-affiliated investments  (2,325,175)  (1,895,846)  (2,135,832)  1,200,429 
Non-controlled/affiliate investments  (10,945,024)  (70,379)  (10,945,024)  (70,379)
Net Realized Gain/(Loss) on Investments  (13,270,199)  (1,966,225)  (13,080,856)  1,130,050 
Change in Unrealized Appreciation/(Depreciation) of Investments:                
Non-controlled/non-affiliated investments  (12,152,800)  (88,620,056)  (14,216,377)  (66,876,069)
Non-controlled/affiliate investments  11,220,424   (72,519)  9,900,060   (361,621)
Controlled investments  2,387,891   130,000   14,420,763   260,000 
Net Change in Unrealized Appreciation/(Depreciation) of Investments  1,455,515   (88,562,575)  10,104,446   (66,977,690)
Net Change in Net Assets Resulting from Operations $(15,620,024) $(94,339,688) $(11,003,515) $(73,883,233)
Net Change in Net Assets Resulting from Operations per Common Share:                
Basic $(0.60) $(3.08) $(0.41) $(2.39)
Diluted(2) $(0.60) $(3.08) $(0.41) $(2.39)
Weighted-Average Common Shares Outstanding               
Basic  25,952,447   30,633,878   27,158,786   30,929,321 
Diluted(2)  25,952,447   30,633,878   27,158,786   30,929,321 

See accompanying notes to condensed consolidated financial statements.


 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
INVESTMENT INCOME
                    
Non-controlled/non-affiliate investments:
                    
Interest income/(reversal of interest accrual) $(21,447 $2,503  $(4,640 $11,906 
Other income        73,096    
Non-controlled/affiliate investments:
                    
Interest income/(reversal of interest accrual)(1)  (48,398  61,145   143,974   79,858 
Controlled investments:
                    
Interest income(1)  69,757   23,000   196,534   43,417 
Dividend income(1)  175,000      475,000    
Total Investment Income  174,912   86,648   883,964   135,181 
OPERATING EXPENSES
                    
Management fees(1)  1,397,332   1,625,963   4,210,932   5,324,186 
Incentive fees/(reversal of incentive fee accrual)(1)  3,334,052   220,719   7,482,185   (7,805,089
Costs incurred under administration agreement(1)  472,413   627,444   1,453,007   1,926,085 
Directors’ fees  86,250   86,250   242,230   258,750 
Professional fees  353,933   416,353   1,318,931   1,441,856 
Interest expense  1,207,548   1,189,736   3,489,381   3,557,225 
Tax expense  4,889      51,379    
Other expenses  119,122   141,838   479,419   558,856 
Total Operating Expenses  6,975,539   4,308,303   18,727,464   5,261,869 
Management fee waiver  (174,666     (526,366   
Total operating expenses, net of waiver of management fees  6,800,873   4,308,303   18,201,098   5,261,869 
Net Investment Loss  (6,625,961  (4,221,655  (17,317,134  (5,126,688
Realized Gains/(Losses):
                    
Non-controlled/non-affiliate investments  1,033,577   2,658,715   (21,748,173  (2,311,994
Non-controlled/affiliate investments        (2,578,909   
Net Realized Gains/(Losses)  1,033,577   2,658,715   (24,327,082  (2,311,994
Change in Unrealized Appreciation/(Depreciation):
                    
Non-controlled/non-affiliate investments  20,367,064   938,936   65,931,446   (27,841,477
Non-controlled/affiliate investments  (9,822,081  (584,077  (10,082,924  (6,951,895
Controlled investments  5,091,700   (1,616,568  5,820,954   (1,823,224
Total Change in Unrealized Appreciation/(Depreciation)  15,636,683   (1,261,709  61,669,476   (36,616,596
Benefit from taxes on unrealized
depreciation of investments
  26,705   551,310   26,705   551,310 



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – (Continued)
(UNAUDITED)

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
Net Increase/(Decrease) in Net Assets
Resulting from Operations
 $10,071,004  $(2,273,339 $20,051,965  $(43,503,968
Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share
                    
Basic $0.46  $(0.10 $0.91  $(1.96
Diluted(2) $0.40  $(0.10 $0.84  $(1.96
Weighted-Average Common Shares Outstanding
                    
Basic  22,000,571   22,181,003   22,120,198   22,181,003 
Diluted(2)  27,752,386   22,181,003   27,872,013   22,181,003 

(1)(1)This balance is a related-party transaction. Refer to “Note 211Related-Party Arrangements”Stock-Based Compensation” for more detail.
(2)(2)For the three and ninesix months ended SeptemberJune 30, 2016, 5,710,2122023 and June 30, 2022, there were no potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.securities outstanding. Refer to “Note 56 — Net Increase/(Decrease)Change in Net Assets Resulting from Operations per Common Share — Basic and Diluted” for further detail..



2

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

         
   Six Months Ended June 30, 
   2023   2022 
Net Assets at Beginning of Year $210,020,702  $364,846,624 
         
Change in Net Assets Resulting from Operations      
Net investment loss $(4,221,765) $(4,224,705)
Net realized gain on investments  189,343   3,096,275 
Net change in unrealized appreciation/(depreciation) of investments  8,648,931   21,584,885 
Net Change in Net Assets Resulting from Operations  4,616,509   20,456,455 
Distributions        
Dividends declared     (3,441,824)
Total Distributions $  $(3,441,824)
Change in Net Assets Resulting from Capital Transactions       
Issuance of common stock from public offering     229,896 
Stock-based compensation  405,858   (30,016)
Repurchases of common stock     (1,359,607)
Net Change in Net Assets Resulting from Capital Transactions  405,858   (1,159,727)
Total Change in Net Assets  5,022,367   15,854,904 
Net Assets at March 31 $215,043,069  $380,701,528 
         
Change in Net Assets Resulting from Operations       
Net investment loss  (3,805,340)  (3,810,888)
Net realized loss on investments  (13,270,199)  (1,966,225)
Net change in unrealized appreciation/(depreciation) of investments  1,455,515   (88,562,575)
Net Change in Net Assets Resulting from Operations  (15,620,024)  (94,339,688)
Change in Net Assets Resulting from Capital Transactions       
Stock-based compensation  769,679   703,566 
Repurchases of common stock  (13,500,000)  (6,892,934)
Net Change in Net Assets Resulting from Capital Transactions  (12,730,321)  (6,189,368)
Total Change in Net Assets  (28,350,345)  (100,529,056)
Net Assets at June 30 $186,692,724  $280,172,472 
         
Capital Share Activity        
Shares outstanding at beginning of year  28,429,499   31,118,556 
Issuance of common stock from public offering     17,807 
Issuance of common stock under restricted stock plan, net(1)  (30,859)  197,500 
Shares repurchased  (3,000,000)  (1,008,676)
Shares Outstanding at End of Period  25,398,640   30,325,187 

See accompanying notes to condensed consolidated financial statements.


 

(1)Refer to “Note 11 — Stock-Based Compensation” for more detail.

3
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TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
CASH FLOWS (UNAUDITED)

  
 Nine Months
Ended
September 30,
2017
 Nine Months
Ended
September 30,
2016
Change in Net Assets Resulting from Operations
          
Net investment loss $(17,317,134 $(5,126,688
Net realized losses on investments  (24,327,082  (2,311,994
Net change in unrealized appreciation/(depreciation) of investments  61,669,476   (36,616,596
Benefit from taxes on unrealized depreciation of investments  26,705   551,310 
Net Increase/(Decrease) in Net Assets Resulting from Operations  20,051,965   (43,503,968
Change in Net Assets Resulting from Capital Transactions
          
Distributions from realized gains     (820,753
Distributions from return of capital     (66,487
Total distributions     (887,240
Repurchases of common stock  (2,800,810   
Net Decrease in Net Assets Resulting from Capital Transactions  (2,800,810  (887,240
Total Increase/(Decrease) in Net Assets  17,251,155   (44,391,208
Net assets at beginning of period  192,128,810   268,010,945 
Net Assets at End of Period $209,379,965  $223,619,737 
Capital Share Activity
          
Shares repurchased  (574,109   
Shares outstanding at beginning of period  22,181,003   22,181,003 
Shares Outstanding at End of Period  21,606,894   22,181,003 
         
  Six Months Ended June 30, 
  2023  2022 
Cash Flows from Operating Activities        
Net change in net assets resulting from operations $(11,003,515) $(73,883,233)
Adjustments to reconcile net change in net assets resulting from operations to net cash used in operating activities:       
Net realized (gain)/loss on investments  13,080,856   (1,130,050)
Net change in unrealized (appreciation)/depreciation of investments  (10,104,446)  66,977,690 
Amortization of discount on 6.00% Notes due 2026  142,894   211,033 
Stock-based compensation  1,175,537   673,550 
Adjustments to escrow proceeds receivable  211,918   179,134 
Accrued interest on U.S. Treasury bills  (385,692)   
Purchases of investments in:       
Portfolio investments  (12,514,713)  (11,008,515)
U.S. Treasury bills  (141,793,045)   
Proceeds from sales or maturity of investments in:       
Portfolio investments  6,257,861   5,051,279 
U.S. Treasury bills  151,313,976    
Change in operating assets and liabilities:       
Prepaid expenses and other assets  241,835   349,485 
Interest and dividends receivable  19,218   (72,982)
Proceeds receivable  (664,470)  (3,450)
Escrow proceeds receivable  252,367   41,626 
Accounts payable and accrued expenses  1,802,373   1,830,782 
Accrued interest payable     (162,500)
Net Cash Used in Operating Activities  (1,967,046)  (10,946,151)
Cash Flows from Financing Activities      
Proceeds from the issuance of common stock, net     229,896 
Repurchases of common stock  (13,500,000)  (8,252,541)
Cash dividends paid  (107,823)  (26,481,943)
Deferred financing costs     (1,540)
Net Cash Used in Financing Activities  (13,607,823)  (34,506,128)
Total Decrease in Cash Balance  (15,574,869)  (45,452,279)
Cash Balance at Beginning of Year  40,117,598   198,437,078 
Cash Balance at End of Period $24,542,729  $152,984,799 
         
Supplemental Information:  2023   2022 
Interest paid $2,250,000  $2,412,500 
Taxes paid  530,556   7,569 



See accompanying notes to condensed consolidated financial statements.

4

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TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTSSCHEDULE OF CASH FLOWS
INVESTMENTS (UNAUDITED)

June 30, 2023

  
 Nine Months
Ended
September 30,
2017
 Nine Months
Ended
September 30,
2016
Cash Flows from Operating Activities
          
Net increase/(decrease) in net assets resulting from operations $20,051,965  $(43,503,968
Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:
          
Net realized losses on investments  24,327,082   2,311,994 
Net change in unrealized (appreciation)/depreciation of investments  (61,669,476  36,616,596 
Deferred tax liability  (26,705  (551,310
Amortization of discount on Convertible Senior Notes  649,926   645,891 
Amortization of deferred financing costs  27,751   165,999 
Amortization of fixed income security premiums and discounts  (115,162  (9,808
Paid-in-kind-interest  (24,564   
Change in restricted cash     (62,500
Purchases of investments in:
          
Portfolio investments  (2,080  (13,019,822
United States treasury bills  (260,045,503  (89,999,458
Proceeds from sales or maturity of investments in:
          
Portfolio investments  9,773,257   25,631,067 
United States treasury bills  190,000,000   3,685,000 
United States treasuries strips     90,000,000 
Change in operating assets and liabilities:
          
Due from GSV Asset Management(1)     143,749 
Due from portfolio companies(1)     55,692 
Prepaid expenses and other assets  (83,843  (87,412
Interest and dividends receivable  (125,491  (125,178
Due to GSV Asset Management(1)  (98,128  (4,151,497
Payable for securities purchased  62,992,375   552 
Accounts payable and accrued expenses  (78,225  258,652 
Accrued incentive fees(1)  7,482,185   (7,805,089
Accrued management fees(1)  (524,054  (141,435
Accrued interest payable  (900,459  (905,625
Net Cash Used in Operating Activities  (8,389,149  (847,910
Cash Flows from Financing Activities
          
Borrowings under credit facility  16,000,000   3,500,000 
Repayments under credit facility  (8,000,000  (3,500,000
Repurchases of common stock  (2,647,250   
Deferred credit facility costs  (41,486   
Deferred offering costs  (100,313  (169,614
Dividends distributed     (887,240
Net Cash Provided by/(Used in) Financing Activities  5,210,951   (1,056,854
Total Decrease in Cash Balance  (3,178,198  (1,904,764
Cash Balance at Beginning of Period  8,332,634   13,349,877 
Cash Balance at End of Period $5,154,436  $11,445,113 
Supplemental Information:
          
Interest paid $3,679,244  $3,650,961 
Taxes paid $52,481  $ 

(1)This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.
Portfolio Investments* 

Headquarters/

Industry

 Date of Initial Investment 

Shares/

Principal

  Cost  Fair Value  % of Net
Assets
 
NON-CONTROLLED/NON-AFFILIATE                    
Learneo, Inc. (f/k/a Course Hero, Inc.) Redwood City, CA                  
Preferred shares, Series A 8% Online Education 9/18/2014  2,145,509  $5,000,001  $22,545,618   12.08%
Preferred shares, Series C 8%   11/5/2021  275,659   9,999,971   9,999,971   5.36%
Total          14,999,972   32,545,589   17.43%
Blink Health, Inc. New York, NY                  
Preferred shares, Series A Pharmaceutical Technology 10/27/2020  238,095   5,000,423   1,692,856   0.91%
Preferred shares, Series C   10/27/2020  261,944   10,003,917   9,999,975   5.36%
Total          15,004,340   11,692,831   6.26%
Locus Robotics Corp. Wilmington, MA                  
Preferred shares, Series F 6% Warehouse Automation 11/30/2022  232,568   10,004,286   10,008,042   5.36%
ServiceTitan, Inc. Glendale, CA                  
Common shares Contractor Management Software 6/30/2023  151,515   10,008,075   9,999,990   5.36%
Orchard Technologies, Inc.(14) New York, NY                  
Preferred shares, Series D 8%(14)Real Estate Platform 8/9/2021  558,053   3,751,518      %
Senior Preferred shares, Series 2(14)  8/9/2021  58,771   587,951      %
Senior Preferred shares, Series 1 7%(14)  1/13/2023  441,228   4,418,406   9,014,642   4.83%
Common shares(14)  8/9/2021  558,053   3,751,518      %
Total(14)         12,509,393   9,014,642   4.83%
Shogun Enterprises, Inc. (d/b/a Hearth) Austin, TX                  
Preferred shares, Series B-1 Home Improvement Finance 2/26/2021  436,844   3,501,657   3,499,994   1.87%
Preferred shares, Series B-2   2/26/2021  301,750   3,501,661   3,499,998   1.87%
Convertible Note 0.5%, Due 4/18/2024******  5/2/2022 $500,000   500,000   655,373   0.35%
Total          7,503,318   7,655,365   4.10%
Forge Global, Inc.** San Francisco, CA                  
Common shares(3)**(3)Online Marketplace Finance 7/20/2011  2,508,074   3,443,483   6,094,620   3.26%
True Global Ventures 4 Plus Pte Ltd** Singapore, Singapore                  
Limited Partner Fund Investment(8)**(8)Venture Investment Fund 8/27/2021  1   1,077,371   4,081,077   2.19%
Varo Money, Inc.** San Francisco, CA                  
Common shares**Financial Services 8/11/2021  1,079,266   10,005,548   3,776,219   2.02%
Aspiration Partners, Inc. Marina Del Rey, CA                  
Preferred shares, Series A Financial Services 8/11/2015  540,270   1,001,815   3,473,594   1.86%
Preferred shares, Series C-3   8/12/2019  24,912   281,190   216,239   0.12%
Total          1,283,005   3,689,833   1.98%
Residential Homes for Rent, LLC (d/b/a Second Avenue) Chicago, IL                  
Preferred shares, Series A(6)(6)Real Estate Platform 12/23/2020  150,000   1,500,000   2,870,381   1.54%
Term loan 15%, Due 12/23/2023***(11)***(11)  12/23/2020 $500,000   500,000   500,000   0.27%
Total          2,000,000   3,370,381   1.81%
Whoop, Inc. Boston, MA                  
Preferred shares, Series C Fitness Technology 6/30/2022  13,293,450   10,011,460   3,308,740   1.77%
PayJoy, Inc. San Francisco, CA                  
Preferred shares Mobile Access Technology 7/23/2021  

244,117

   2,501,570   2,500,002   1.34%
Simple Agreement for Future Equity   

5/25/2023

  1   

501,470

   

500,000

   

0.27

%
Total          

3,003,040

   

3,000,002

   1.61%
Nextdoor Holdings, Inc.** San Francisco, CA                  
Common shares, Class B(3)**(3)Social Networking 9/27/2018  852,416   4,678,896   2,778,876   1.49%
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.)** New Canaan, CT                  
Common shares***(3)***(3)
**
Cannabis REIT 8/12/2019  105,820   2,198,836   1,460,316   0.78%

 

See accompanying notes to condensed consolidated financial statements.

5

Table of Contents

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(UNAUDITED)
September - continued

June 30, 2017

2023

     
Portfolio Investments* Headquarters/Industry Shares/
Principal
 Cost Fair Value % of
Net Assets
Palantir Technologies, Inc.
  Palo Alto, CA                     
Preferred shares, Series G  Data Analysis   326,797  $1,008,968  $1,955,290   0.93
Common shares, Class A     5,773,690   16,189,935   34,545,111   16.49
Total        17,198,903   36,500,401   17.42
JAMF Holdings, Inc.(14)
  Minneapolis, MN                     
Preferred shares, Series B  Mobile Device Management   1,468,800   9,999,928   35,177,778   16.79
Spotify Technology S.A.**
  Stockholm, Sweden                     
Common shares  On-Demand Music Streaming   9,541   13,599,572   32,283,584   15.41
Coursera, Inc.
  Mountain View, CA                     
Preferred shares, Series B  Online Education   2,961,399   14,519,519   18,364,968   8.77
Dropbox, Inc.
  San Francisco, CA                     
Preferred shares, Series A-1  Cloud Computing Services   552,486   5,015,773   6,954,844   3.32
Common shares     760,000   8,641,153   9,567,086   4.57
Total        13,656,926   16,521,930   7.89
StormWind, LLC(2)(6)
  Scottsdale, AZ                     
Preferred shares, Series C  Interactive Learning   2,779,134   4,000,787   7,856,020   3.75
Preferred shares, Series B       3,279,629   2,019,687   6,000,048   2.86
Preferred shares, Series A     366,666   110,000   508,741   0.24
Total        6,130,474   14,364,809   6.85
General Assembly Space, Inc.
  New York, NY                     
Preferred shares, Series C  Online Education   126,552   2,999,978   5,924,582   2.83
Common shares     133,213   2,999,983   5,960,277   2.85
Total        5,999,961   11,884,859   5.68
Chegg, Inc.**
  Santa Clara, CA                     
Common shares(3)(13)  Online Education Services   782,192   9,273,458   11,607,729   5.54
Lytro, Inc.
  Mountain View, CA                     
Preferred shares, Series D  Light Field Imaging Platform   159,160   502,081   500,001   0.24
Preferred shares, Series C-1     3,378,379   10,000,002   10,000,002   4.77
Total        10,502,083   10,500,003   5.01
Course Hero, Inc.
  Redwood City, CA                     
Preferred shares, Series A  Online Education   2,145,509   5,000,001   10,405,629   4.97
Ozy Media, Inc.(1)
  Mountain View, CA                     
Convertible Promissory Note 5% Due 2/28/2018***  Digital Media Platform  $2,000,000   2,000,000   2,000,000   0.95
Preferred shares, Series B       922,509   4,999,999   4,390,887   2.10
Preferred shares, Series A       1,090,909   3,000,200   2,633,784   1.26
Preferred shares, Series Seed     500,000   500,000   438,964   0.21
Total        10,500,199   9,463,635   4.52
Portfolio Investments* 

Headquarters/

Industry

 Date of Initial Investment 

Shares/

Principal

  Cost  Fair Value  % of Net
Assets
 
Aventine Property Group, Inc. Chicago, IL                  
Common shares*** Cannabis REIT 9/11/2019  312,500   2,580,750   1,363,844   0.73%
Skillsoft Corp.** Nashua, NH                  
Common shares(3)**(3)Online Education 6/8/2021  981,843   9,818,430   1,217,485   0.65%
Commercial Streaming Solutions Inc. (d/b/a BettorView)(7) Las Vegas, NV                  
Simple Agreement for Future Equity(7)Interactive Media & Services 3/26/2021  1   1,004,240   1,000,000   0.54%
Xgroup Holdings Limited (d/b/a Xpoint)**(7) Dubai, UAE                  
Convertible Note 6%, Due 8/17/2023*****(7)***Geolocation Technology 8/17/2022 $1,000,000   1,010,091   1,000,000   0.54%
Rebric, Inc. (d/b/a Compliable)(7) Denver, CO                  
Preferred shares, Series Seed-4(7)Gaming Licensing 10/12/2021  2,477,585   1,003,227   822,937   0.44%
YouBet Technology, Inc. (d/b/a FanPower)(7) New York, NY                  
Preferred shares, Series Seed-2(7)Digital Media Technology 8/26/2021  578,029   752,943   749,998   0.40%
Trax Ltd.** Singapore, Singapore                  
Common shares**Retail Technology 6/9/2021  55,591   2,781,148      %
Preferred shares, Investec Series**  6/9/2021  144,409   7,224,600   686,528   0.37%
Total**         10,005,748   686,528   0.37%
EDGE Markets, Inc.(7) San Diego, CA                  
Preferred shares, Series Seed(7)Gaming Technology 5/18/2022  456,704   501,330   500,000   0.27%
Churchill Sponsor VII LLC**(12) New York, NY                  
Common share units**(12)Special Purpose Acquisition Company 2/25/2021  292,100   205,820   205,820   0.11%
Warrant units**(12)  2/25/2021  277,000   94,180   94,180   0.05%
Total**(12)         300,000   300,000   0.16%
AltC Sponsor LLC**(12) New York, NY                  
Share units**(12)Special Purpose Acquisition Company 7/21/2021  239,300   250,855   250,000   0.13%
Churchill Sponsor VI LLC**(12) New York, NY                  
Common share units**(12)Special Purpose Acquisition Company 2/25/2021  195,000   134,297   134,297   0.07%
Warrant units**(12)  2/25/2021  199,100   65,703   65,703   0.04%
Total**(12)         200,000   200,000   0.11%
Kinetiq Holdings, LLC Philadelphia, PA                  
Common shares, Class A Social Data Platform 3/30/2012  112,374      53,001   0.03%
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      %
Junior Preferred Convertible Note 4% Due 5/11/2027(4)(4)  5/11/2020 $506,339   506,339      %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027   5/11/2020  2,032,967         %
Total        10,513,661      %
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)(13)(4)(13)  3/3/2016 $2,270,458   2,270,858      %
Total          8,421,364      %
Treehouse Real Estate Investment Trust, Inc. Chicago, IL                  
Common shares Cannabis REIT 9/11/2019  312,500   4,919,250      %
                     
Total Non-controlled/Non-affiliate         $159,012,912  $120,620,316   64.61%



See accompanying notes to condensed consolidated financial statements.

6

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
(UNAUDITED)
September - continued

June 30, 2017

2023

     
Portfolio Investments* Headquarters/Industry Shares/ Principal Cost Fair Value % of
Net Assets
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)
  Redwood City, CA                     
Convertible Promissory Note 8% Due 7/31/2018***(15)  Global Innovation Platform  $560,199  $563,479  $560,199   0.27
Unsecured Promissory Note 12% Due 11/29/2017***(11)      $557,735   533,353   533,353   0.25
Preferred shares, Series A-4       3,720,424   4,904,498   5,189,348   2.48
Preferred shares, Series A-3       1,561,625   2,005,730   1,815,164   0.87
Preferred shares, Series A-2       450,001   605,500   313,836   0.15
Preferred shares, Series A-1       1,000,000   1,021,778   523,060   0.25
Common shares       200,000   1,000      
Preferred Warrants Series A-3 – Strike Price $1.33 – Expiration Date 4/4/2019       187,500      13,125   0.01
Preferred Warrants Series A-4 – Strike Price $1.33 – Expiration Date 10/6/2019       500,000      165,000   0.08
Preferred Warrants Series A-4 – Strike Price $1.33 – Expiration Date 7/18/2021       250,000   74,380   100,000   0.05
Preferred Warrants Series A-4 – Strike Price $1.33 – Expiration Date 11/29/2021       100,000   29,275   40,000   0.02
Preferred Warrant Series B – Strike Price $2.31, Expiration Date 5/29/2022(11)     125,000   70,379   81,250   0.04
Total        9,809,372   9,334,335   4.47
Lyft, Inc.
  San Francisco, CA                     
Preferred shares, Series E  On-Demand Transportation Services   128,563   2,503,585   3,709,840   1.77
Preferred shares, Series D     176,266   1,792,749   5,086,367   2.43
Total        4,296,334   8,796,207   4.20
SugarCRM, Inc.
  Cupertino, CA                     
Preferred shares, Series E  Customer Relationship Manager   373,134   1,500,522   2,408,120   1.15
Common shares     1,524,799   5,476,502   3,711,007   1.77
Total        6,977,024   6,119,127   2.92
Curious.com, Inc.(1)
  Menlo Park, CA                     
Preferred shares, Series B  Online Education   3,407,834   12,000,006   5,960,187   2.85
Enjoy Technology, Inc.
  Menlo Park, CA                     
Preferred shares, Series B  On-Demand Commerce   1,681,520   4,000,280   4,000,000   1.91
Preferred shares, Series A     879,198   1,002,440   1,447,844   0.69
Total        5,002,720   5,447,844   2.60
Dataminr, Inc.
  New York, NY                     
Preferred shares, Series C  Social Media Analytics   301,369   1,100,909   1,205,476   0.58
Preferred shares, Series B     904,977   2,063,356   3,619,908   1.73
Total        3,164,265   4,825,384   2.31
Parchment, Inc.
  Scottsdale, AZ                     
Preferred shares, Series D  E-Transcript Exchange   3,200,512   4,000,982   4,592,322   2.19
Avenues Global Holdings, LLC(4)
  New York, NY                     
Preferred shares, Junior Preferred Stock  Globally-Focused Private School   10,014,270   10,151,854   4,514,409   2.16
Whittle Schools, LLC(1)(5)
  New York, NY                     
Preferred shares, Series B  Globally-Focused Private School   3,000,000   3,000,000   3,000,000   1.43
Common shares     229   1,577,097   1,500,000   0.72
Total        4,577,097   4,500,000   2.15% 
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%(1)(5)Interactive Learning 11/26/2019  329,337  $257,267  $563,039   0.30%
Preferred shares, Series C 8%(1)(5)  1/7/2014  2,779,134   4,000,787   5,952,610   3.19%
Preferred shares, Series B 8%(1)(5)  12/16/2011  3,279,629   2,019,687   3,845,497   2.06%
Preferred shares, Series A 8%(1)(5)  2/25/2014  366,666   110,000   224,660   0.12%
Total          6,387,741   10,585,806   5.67%
OneValley, Inc. (f/k/a NestGSV, Inc.)(10)San Mateo, CA                  
Derivative Security, Expiration Date 8/23/2024(10)(1)(10)Global Innovation Platform 8/23/2019  1   8,555,124      %
Convertible Promissory Note 8% Due 8/23/2024(4)(1)(4)  2/17/2016 $1,010,198   1,030,176   960,391   0.51%
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023(1)  12/31/2018  250,000   5,080      %
Total(1)         9,590,380   960,391   0.51%
Maven Research, Inc. San Francisco, CA                  
Preferred shares, Series C(1)Knowledge Networks 7/2/2012  318,979   2,000,447      %
Preferred shares, Series B(1)  2/28/2012  49,505   217,206      %
Total          2,217,653      %
Curious.com, Inc.(12)Menlo Park, CA                  
Common shares(1)Online Education 11/22/2013  1,135,944   12,000,006      %
                     
Total Non-controlled/Affiliate(1)        $30,195,780  $11,546,197   6.18%
                     
CONTROLLED(2)                    
Colombier Sponsor LLC**(12) New York, NY                  
Class B Units(2)**(12)Special Purpose Acquisition Company 4/1/2021  1,976,032   1,556,587   14,941,605   8.00%
Class W Units(2)**(12)  4/1/2021  2,700,000   1,159,150   2,241,000   1.20%
Total(2)**(12)         2,715,737   17,182,605   9.20%
Architect Capital PayJoy SPV, LLC****San Francisco, CA                  
Membership Interest in Lending SPV*****(2)***Mobile Finance Technology 3/24/2021 $10,000,000  $10,006,745  $10,000,000   5.36%
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) Cupertino, CA                  
Preferred shares, Class A(9)(2)(9)Clean Technology 4/15/2014  14,300,000   7,151,412   934,028   0.50%
Common shares(2)  4/15/2014  100,000   10,000      %
Total(2)         7,161,412   934,028   0.50%
                     
Total Controlled (2)        $19,883,894  $28,116,633   15.06%
                     
Total Portfolio Investments         $209,092,586  $160,283,146   85.85%
                     
U.S. Treasury(3)                   
U.S. Treasury bill, 0%, due 9/28/2023******(3)  12/29/2022 $56,605,000   55,488,452   55,898,163   29.94%
U.S. Treasury bill, 0%, due 12/28/2023******(3)  3/30/2023 $20,529,000   19,990,216   19,997,371   10.71%
Total          75,478,668   75,895,534   40.65%
                     
TOTAL INVESTMENTS         $284,571,254  $236,178,680   126.51%



See accompanying notes to condensed consolidated financial statements.

7

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
(UNAUDITED)
September - continued

June 30, 2017

2023

     
Portfolio Investments* Headquarters/Industry Shares/ Principal Cost Fair Value % of
Net Assets
Knewton, Inc.
  New York, NY                     
Preferred shares, Series E  Online Education   375,985  $4,999,999  $3,688,268   1.76
CUX, Inc. (d/b/a CorpU)(1)
  Philadelphia, PA                     
Senior Subordinated Convertible Promissory Note 8%, Due 11/26/2018***(8)  Corporate Education  $1,166,400   1,166,400   1,166,400   0.56
Convertible preferred shares, Series D       169,033   778,607   775,861   0.37
Convertible preferred shares, Series C       615,763   2,006,077   1,306,396   0.62
Preferred Warrants Series D – Strike Price $4.59 – Expiration Date 2/25/2018     16,903      2,535   
Total        3,951,084   3,251,192   1.55
A Place for Rover Inc. (f/k/a DogVacay, Inc.)(10)
  Seattle, WA                     
Common shares  Peer-to-Peer Pet Services   707,991   2,506,119   3,069,644   1.47
Declara, Inc.(1)
  Palo Alto, CA                     
Convertible Promissory Note 9% Due 12/31/2017(12)(16)  Social Cognitive Learning  $2,120,658   2,121,458   2,210,411   1.06
Preferred shares, Series A     10,716,390   9,999,999   794,769   0.38
Total        12,121,457   3,005,180   1.44
DreamBox Learning, Inc.
  Bellevue, WA                     
Preferred shares, Series A-1  Education Technology   7,159,221   1,502,362   1,650,687   0.79
Preferred shares, Series A     3,579,610   758,017   825,343   0.39
Total        2,260,379   2,476,030   1.18
SharesPost, Inc.
  San Francisco, CA                     
Preferred shares, Series B  Online Marketplace Finance   1,771,653   2,259,716   2,326,864   1.11
Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018     770,934   23,128   69,384   0.03
Total        2,282,844   2,396,248   1.14
Strategic Data Command, LLC(1)(7)
  Sunnyvale, CA                     
Common shares  Big Data Consulting   2,400,000   989,277   2,057,155   0.98
Clever, Inc.
  San Francisco, CA                     
Preferred shares, Series B  Education Software   1,799,047   2,000,601   2,000,001   0.95
Aspiration Partners, Inc.
  Marina Del Rey, CA                     
Preferred shares, Series A  Financial Services   540,270   1,001,815   1,759,577   0.84
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)(2)
  Woodside, CA                     
Preferred shares, Class A***  Clean Technology   14,300,000   7,151,412   1,367,193   0.65
Common shares     100,000   10,000      
Total        7,161,412   1,367,193   0.65
EdSurge, Inc.(1)
  Burlingame, CA                     
Preferred shares, Series A-1  Education Media Platform   378,788   501,360   500,000   0.24
Preferred shares, Series A     494,365   500,801   500,001   0.24
Total        1,002,161   1,000,001   0.48
Tynker (f/k/a Neuron Fuel, Inc.)
  Mountain View, CA                     
Preferred shares, Series A  Computer Software   534,162   309,310   849,550   0.41% 



See accompanying notes to condensed consolidated financial statements.


 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
(UNAUDITED)
September 30, 2017

     
Portfolio Investments* Headquarters/Industry Shares/ Principal Cost Fair Value % of
Net Assets
4C Insights (f/k/a The Echo Systems Corp.)
  Chicago, IL                     
Common shares  Social Data Platform   436,219  $1,436,404  $591,004   0.28
Fullbridge, Inc.
  Cambridge, MA                     
Common shares  Business Education   517,917   6,150,506      
Promissory note 1.47%, Due 11/9/2021***(16)    $2,270,458   2,270,858   550,023   0.26
Total        8,421,364   550,023   0.26
Maven Research, Inc.(1)
  San Francisco, CA                     
Preferred shares, Series C  Knowledge Networks   318,979   2,000,447   500,000   0.24
Preferred shares, Series B     49,505   217,206   49,876   0.02
Total        2,217,653   549,876   0.26
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)
  New York, NY                     
Promissory Note 12%, Due 11/17/2017***(16)  Sports Analytics  $28,008   30,408      
Preferred shares, Series A       1,864,495   1,777,576      
Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022       5,360   576      
Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021       175,815         
Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021       38,594         
Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020       160,806         
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017     500,000   31,354      
Total        1,839,914      
Handle Financial, Inc. (f/k/a PayNearMe, Inc.)(9)
  Sunnyvale, CA                     
Common shares  Cash Payment Network   548,034   14,000,398      
Total Portfolio Investments        244,862,869   289,776,082   138.35
U.S. Treasury
                         
U.S. Treasury Bill, 0%, due 10/5/2017***(3)    $100,000,000   99,991,125   99,994,000   47.74
TOTAL INVESTMENTS       $344,853,994  $389,770,082   186.09

**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 and GSV Asset Management LLC’sdirectors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 2 — Related Party3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 3 — 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 boardBoard of directors.Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”).
**Indicates assets that GSVSuRo 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 GSV Capital Corp.’sthe Company’s total portfolioinvestments as of SeptemberJune 30, 2017, 11.26%2023, 20.76% of its total investments are non-qualifying assets.
***Investment is income-producing.



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
(UNAUDITED)
September 30, 2017

(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSVSuRo Capital Corp. if GSVSuRo Capital Corp. beneficially owns, directly or indirectly, between 5% or moreand 25% of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 3 — 4—Investments at Fair Value”.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company ownedbeneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e.(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 3 — 4—Investments at Fair Value”.
(3)Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.
(4)GSV Capital Corp.’s investment in Avenues Global Holdings, LLC is held through its wholly-owned subsidiary, GSVC AV Holdings, Inc.
(5)GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary, GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(6)GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary, GSVC SW Holdings, Inc.
(7)GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary, GSVC SVDS Holdings, Inc.
(8)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(9)On March 28, 2017, PayNearMe, Inc. changed its name to Handle Financial, Inc. As part of the company’s restructuring process, Handle Financial, Inc. initiated a 10:1 reverse stock split.
(10)On March 29, 2017, A Place for Rover, Inc. acquired DogVacay, Inc. and, pursuant to a plan of reorganization, the Company received common shares of A Place for Rover Inc. in exchange for the Company’s previously held Series B-1 preferred shares of DogVacay, Inc.
(11)On May 29, 2017, the maturity date of the unsecured promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was extended to November 29, 2017 in exchange for 125,000 Series B warrants. For accounting purposes, the extension of the maturity date was treated as an extinguishment of the existing note and creation of a new note. Refer to “Note 3 — 4—Investments at Fair Value.”Value”.
(12)
(4)On July 1, 2017, the maturity date of the convertible promissory note to Declara, Inc. was extended to December 31, 2017.
(13)On November 12, 2013, Chegg, Inc. priced its IPO. The lock-up agreement for the Company’s Chegg, Inc. common shares expired on May 11, 2014. As a result, the Company’s Chegg, Inc. common shares are considered unrestricted.
(14)In April 2017, JAMF Holdings, Inc. initiated a 20:1 stock split.
(15)On July 31, 2017, the maturity date of the convertible promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was extended to July 31, 2018.
(16)As of SeptemberJune 30, 2017,2023, 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 of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
(7)SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), YouBet Technology, Inc. (d/b/a FanPower), Rebric, Inc. (d/b/a Compliable), EDGE Markets, Inc., and Xgroup Holdings Limited (d/b/a Xpoint) 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, 2023, the previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions. As of March 31, 2023, the full $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, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period.
(11)During the six months ended June 30, 2023, approximately $0.6 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 $0.5 million repaid a portion of the outstanding principal and the remaining was attributed to interest.
(12)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.
(13)On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
(14)On January 13, 2023, SuRo Capital Corp. invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round. As part of the transaction, SuRo Capital Corp. exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares. Additionally, SuRo Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.



8

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

Portfolio Investments* 

Headquarters/

Industry

 Date of Initial Investment 

Shares/

Principal

  Cost  Fair Value  % of Net
Assets
 
NON-CONTROLLED/NON-AFFILIATE                    
Learneo, Inc. (f/k/a Course Hero, Inc.) Redwood City, CA                  
Preferred shares, Series A 8% Online Education 9/18/2014  2,145,509  $5,000,001  $40,541,403   19.30%
Preferred shares, Series C 8%   11/5/2021  275,659   9,999,971   9,999,971   4.76%
Total          14,999,972   50,541,374   24.06%
Blink Health, Inc. New York, NY                  
Preferred shares, Series A Pharmaceutical Technology 10/27/2020  238,095   5,000,423   949,924   0.45%
Preferred shares, Series C   10/27/2020  261,944   10,003,917   9,999,974   4.76%
Total          15,004,340   10,949,898   5.21%
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   4.76%
Simple Agreement for Future Equity   9/2/2022  1   501,663   500,000   0.24%
Total          10,505,697   10,499,996   5.00%
Locus Robotics Corp. Wilmington, MA                  
Preferred shares, Series F Warehouse Automation 11/30/2022  232,568   10,004,286   10,000,005   4.76%
Aspiration Partners, Inc. Marina Del Rey, CA                  
Preferred shares, Series A Financial Services 8/11/2015  540,270   1,001,815   6,229,360   2.97%
Preferred shares, Series C-3   8/12/2019  24,912   281,190   312,151   0.15%
Total          1,283,005   6,541,511   3.11%
Whoop, Inc. Boston, MA                  
Preferred shares, Series C Fitness Technology 6/30/2022  13,293,450   10,011,460   6,084,041   2.90%
Forge Global, Inc.** San Francisco, CA                  
Common shares(3)(14)**(3)(14)Online Marketplace Finance 7/20/2011  2,508,074   3,443,483   4,338,968   2.07%
Nextdoor Holdings, Inc.** San Francisco, CA                  
Common shares, Class B(3)**(3)Social Networking 9/27/2018  1,802,416   10,002,666   3,712,977   1.77%
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.)** New Canaan, CT                  
Common shares***(3)***(3)Cannabis REIT 8/12/2019  229,758   4,678,686   3,680,723   1.75%
Shogun Enterprises, Inc. (d/b/a Hearth) Austin, TX                  
Preferred shares, Series B-1 Home Improvement Finance 2/26/2021  436,844   3,501,657   1,403,023   0.67%
Preferred shares, Series B-2   2/26/2021  301,750   3,501,661   1,403,024   0.67%
Convertible Note 0.5%, Due 4/18/2024******  5/2/2022 $500,000   500,000   500,000   0.24%
Total          7,503,318   3,306,047   1.57%
True Global Ventures 4 Plus Pte Ltd**(8) Singapore, Singapore                  
Limited Partner Fund Investment**(8)Venture Investment Fund 8/27/2021  1      3,063,358   1.46%
Residential Homes for Rent, LLC (d/b/a Second Avenue) Chicago, IL                  
Preferred shares, Series A(6)(6)Real Estate Platform 12/23/2020  150,000   1,500,000   1,959,713   0.93%
Term loan 15%, Due 12/23/2023***(11)***(11)  12/23/2020 $1,000,000   1,000,000   1,000,000   0.48%
Total          2,500,000   2,959,713   1.41%
Trax Ltd.** Singapore, Singapore                  
Common shares**Retail Technology 6/9/2021  55,591   2,781,148   280,797   0.13%
Preferred shares, Investec Series**  6/9/2021  144,409   7,224,600   2,647,017   1.26%
Total**         10,005,748   2,927,814   1.39%
PayJoy, Inc. San Francisco, CA                  
Preferred shares Mobile Access Technology 7/23/2021  244,117   2,501,570   2,500,002   1.19%
Aventine Property Group, Inc. Chicago, IL                  
Common shares******Cannabis REIT 9/11/2019  312,500   2,580,750   1,917,521   0.91%
Varo Money, Inc.** San Francisco, CA                  
Common shares**Financial Services 8/11/2021  1,079,266   10,005,548   1,286,783   0.61%

See accompanying notes to condensed consolidated financial statements.

9

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
- continued

December 31, 2016

2022

     
Portfolio Investments* Headquarters/Industry Shares/
Principal
 Cost Fair Value % of
Net Assets
Palantir Technologies, Inc.
  Palo Alto, CA                     
Preferred shares, Series G  Data Analysis   326,797  $1,008,968  $2,223,594   1.16
Common shares, Class A     5,773,690   16,189,935   39,285,371   20.45
Total        17,198,903   41,508,965   21.61
Spotify Technology S.A.**
  Stockholm, Sweden                     
Common shares  On-Demand Music Streaming   9,541   13,599,572   18,931,691   9.85
Coursera, Inc.
  Mountain View, CA                     
Preferred shares, Series B  Online Education   2,961,399   14,519,519   14,510,855   7.55
JAMF Holdings, Inc.
  Minneapolis, MN                     
Preferred shares, Series B  Mobile Device Management   73,440   9,999,928   13,856,754   7.21
General Assembly Space, Inc.
  New York, NY                     
Preferred shares, Series C  Online Education   126,552   2,999,978   6,697,132   3.49
Common shares     133,213   2,999,983   7,049,632   3.67
Total        5,999,961   13,746,764   7.16
Dropbox, Inc.
  San Francisco, CA                     
Preferred shares, Series A-1  Cloud Computing Services   552,486   5,015,773   5,552,484   2.89
Common shares     760,000   8,641,153   7,638,000   3.98
Total        13,656,926   13,190,484   6.87
Lytro, Inc.
  Mountain View, CA                     
Preferred shares, Series D  Light Field Imaging Platform   159,160   502,081   500,001   0.26
Preferred shares, Series C-1     3,378,379   10,000,002   10,408,150   5.42
Total        10,502,083   10,908,151   5.68
Ozy Media, Inc.(1)
  Mountain View, CA                     
Convertible Promissory Note 5% Due 2/28/2018***  Digital Media Platform  $2,000,000   2,000,000   2,000,000   1.04
Preferred shares, Series B       922,509   4,999,999   4,999,999   2.60
Preferred shares, Series A       1,090,909   3,000,200   3,000,000   1.56
Preferred shares, Series Seed     500,000   500,000   610,000   0.32
Total        10,500,199   10,609,999   5.52
Course Hero, Inc.
  Redwood City, CA                     
Preferred shares, Series A  Online Education   2,145,509   5,000,001   10,532,304   5.48
Curious.com Inc.(1)
  Menlo Park, CA                     
Preferred shares, Series B  Online Education   3,407,834   12,000,006   9,984,954   5.20
StormWind, LLC(2)(6)
  Scottsdale, AZ                     
Preferred shares, Series C  Interactive Learning   2,779,134   4,000,787   4,650,838   2.42
Preferred shares, Series B       3,279,629   2,019,687   4,470,403   2.33
Preferred shares, Series A     366,666   110,000   499,796   0.26
Total        6,130,474   9,621,037   5.01
Chegg, Inc.**(18)
  Santa Clara, CA                     
Common shares  Online Education Services   1,182,792   14,022,863   8,729,005   4.54
Declara, Inc.(1)
  Palo Alto, CA                     
Convertible Promissory Note 9% Due 6/30/2017***(12)  Social Cognitive Learning  $2,120,658   2,120,658   2,827,020   1.47
Preferred shares, Series A     10,716,390   9,999,999   4,786,654   2.49
Total        12,120,657   7,613,674   3.96
Portfolio Investments* 

Headquarters/

Industry

 Date of Initial Investment 

Shares/

Principal

  Cost  Fair Value  % of Net
Assets
 
Skillsoft Corp.** Nashua, NH                  
Common shares(3)**(3)Online Education 6/8/2021  981,843   9,818,430   1,276,396   0.61%
Commercial Streaming Solutions Inc. (d/b/a BettorView)(7) Las Vegas, NV                  
Simple Agreement for Future Equity(7)Interactive Media & Services 3/26/2021  1   1,004,240   1,000,000   0.48%
Rebric, Inc. (d/b/a Compliable)(7) Denver, CO                  
Preferred shares, Series Seed-4(7)Gaming Licensing 10/12/2021  2,064,409   1,002,755   1,000,000   0.48%
Xgroup Holdings Limited (d/b/a Xpoint)**(7) Dubai, UAE                  
Convertible Note 6%, Due 8/17/2023*****(7) ***Geolocation Technology 8/17/2022 $1,000,000   1,009,093   1,000,000   0.48%
YouBet Technology, Inc. (d/b/a FanPower)(7) New York, NY                  
Preferred shares, Series Seed-2(7)Digital Media Technology 8/26/2021  578,029   752,943   749,998   0.36%
EDGE Markets, Inc.(7) San Diego, CA                  
Preferred shares, Series Seed(7)Gaming Technology 5/18/2022  456,704   501,330   500,000   0.24%
Churchill Sponsor VII LLC**(12) New York, NY                  
Common share units**(12)Special Purpose Acquisition Company 2/25/2021  292,100   205,820   205,820   0.10%
Warrant units**(12)  2/25/2021  277,000   94,180   94,180   0.04%
Total**(12)         300,000   300,000   0.14%
AltC Sponsor LLC**(12) New York, NY                  
Share units**(12)Special Purpose Acquisition Company 7/21/2021  239,300   250,855   250,000   0.12%
Rent the Runway, Inc.** New York, NY                  
Common shares(3)**(3)Subscription Fashion Rental 6/17/2020  79,191   1,203,293   241,533   0.12%
Churchill Sponsor VI LLC**(12) New York, NY                  
Common share units**(12)Special Purpose Acquisition Company 2/25/2021  195,000   134,297   134,297   0.06%
Warrant units**(12)  2/25/2021  199,100   65,703   65,703   0.03%
Total**(12)         200,000   200,000   0.10%
Kahoot! ASA** Oslo, Norway                  
Common shares(3)**(3)Education Software 12/5/2014  38,305   176,067   72,888   0.03%
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      %
Junior Preferred Convertible Note 4% Due 5/11/2027(4)(4)  5/11/2020 $506,339   506,339      %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027   5/11/2020  2,032,967         %
Total        10,513,661      %
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)(13)(4)(13)  3/3/2016 $2,270,458   2,270,858      %
Total          8,421,364      %
Treehouse Real Estate Investment Trust, Inc. Chicago, IL                  
Common shares Cannabis REIT 9/11/2019  312,500   4,919,250      %
Kinetiq Holdings, LLC Philadelphia, PA                  
Common shares, Class A Social Data Platform 3/30/2012  112,374         %
                     
Total Non-controlled/Non-affiliate         $155,103,810  $130,901,546   62.33%



See accompanying notes to condensed consolidated financial statements.

10

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SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
- continued

December 31, 2016

2022

     
Portfolio Investments* Headquarters/Industry Shares/
Principal
 Cost Fair Value % of
Net Assets
Lyft, Inc.
  San Francisco, CA                     
Preferred shares, Series E  On-Demand Transportation Services   128,563  $2,503,585  $3,249,430   1.69
Preferred shares, Series D     176,266   1,792,749   4,203,062   2.19
Total        4,296,334   7,452,492   3.88
Avenues Global Holdings, LLC(4)
  New York, NY                     
Preferred shares, Junior Preferred Stock  Globally-Focused Private School   10,014,270   10,151,854   6,128,733   3.19
SugarCRM, Inc.
  Cupertino, CA                     
Preferred shares, Series E  Customer Relationship Manager   373,134   1,500,522   2,354,476   1.23
Common shares     1,524,799   5,476,502   3,762,442   1.96
Total        6,977,024   6,116,918   3.19
Dataminr, Inc.
  New York, NY                     
Preferred shares, Series C  Social Media Analytics   301,369   1,100,909   1,377,256   0.72
Preferred shares, Series B     904,977   2,063,356   4,135,745   2.15
Total        3,164,265   5,513,001   2.87
Enjoy Technology, Inc.
  Menlo Park, CA                     
Preferred shares, Series B  On-Demand Commerce   1,681,520   4,000,280   4,000,000   2.08
Preferred shares, Series A     879,198   1,002,440   1,443,091   0.75
Total        5,002,720   5,443,091   2.83
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)
  Redwood City, CA                     
Convertible Promissory Note 8% Due 7/31/2017***  Global Innovation Platform  $500,000   457,592   427,900   0.22
Unsecured Promissory Note 12% Due 5/29/2017***      $526,000   501,802   496,725   0.26
Preferred shares, Series A-4(14)       3,720,424   4,904,498   2,715,910   1.41
Preferred shares, Series A-3(14)       1,561,625   2,005,730   952,591   0.50
Preferred shares, Series A-2(14)       450,001   605,500   166,500   0.09
Preferred shares, Series A-1(14)       1,000,000   1,021,778   270,000   0.14
Common shares       200,000   1,000      0.00
Preferred warrants, Series A-3 – $1.33 Strike Price, Expiration Date 4/4/2019       187,500      5,625   
Preferred warrants, Series A-4 – $1.33 Strike Price, Expiration Date 10/6/2019       500,000      40,000   0.02
Preferred warrants, Series A-4 – $1.33 Strike Price, Expiration Date 7/18/2021       250,000   74,380   22,500   0.01
Preferred warrants, Series A-4 – $1.33 Strike Price, Expiration Date 11/29/2021     100,000   29,275   9,000    
Total        9,601,555   5,106,751   2.65
Whittle Schools, LLC(1)(5)
  New York, NY                     
Preferred shares, Series B  Globally-Focused Private School   3,000,000   3,000,000   3,000,000   1.56
Common shares     229   1,577,097   1,500,000   0.78
Total        4,577,097   4,500,000   2.34
Snap Inc. (f/k/a Snapchat, Inc.)
  Venice, CA                     
Preferred shares, Series F(17)  Social Communication   130,208   2,001,135   2,184,565   1.14
Common shares, Class A(17)     130,208   2,001,135   2,184,565   1.14
Total        4,002,270   4,369,130   2.28% 
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%(1)(5)Interactive Learning 11/26/2019  329,337  $257,267  $533,429   0.25%
Preferred shares, Series C 8%(1)(5)  1/7/2014  2,779,134   4,000,787   5,675,081   2.70%
Preferred shares, Series B 8%(1)(5)  12/16/2011  3,279,629   2,019,687   3,550,631   1.69%
Preferred shares, Series A 8%(1)(5)  2/25/2014  366,666   110,000   191,694   0.09%
Total(1)(5)         6,387,741   9,950,835   4.74%
OneValley, Inc. (f/k/a NestGSV, Inc.) San Mateo, CA                  
Derivative Security, Expiration Date 8/23/2024(10)(1)(10)Global Innovation Platform 8/23/2019  1   8,555,124   652,127   0.31%
Convertible Promissory Note 8% Due 8/23/2024(4)(10)(1)(4)(10)  2/17/2016 $1,010,198   1,030,176   1,988,200   0.95%
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023(1)  12/31/2018  250,000   5,080      %
Total(1)         9,590,380   2,640,327   1.26%
Ozy Media, Inc. Mountain View, CA                  
Preferred shares, Series C-2 6%(1)Digital Media Platform 8/31/2016  683,482   2,414,178      %
Preferred shares, Series B 6%(1)  10/3/2014  922,509   4,999,999      %
Preferred shares, Series A 6%(1)  12/11/2013  1,090,909   3,000,200      %
Preferred shares, Series Seed 6%(1)  11/2/2012  500,000   500,000      %
Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028(1)  4/9/2018  295,565   30,647      %
Total(1)         10,945,024      %
Maven Research, Inc. San Francisco, CA                  
Preferred shares, Series C(1)Knowledge Networks 7/2/2012  318,979   2,000,447      %
Preferred shares, Series B(1)  2/28/2012  49,505   217,206      %
Total(1)         2,217,653      %
Curious.com, Inc. Menlo Park, CA                  
Common shares(1)Online Education 11/22/2013  1,135,944   12,000,006      %
                     
Total Non-controlled/Affiliate(1)        $41,140,804  $12,591,162   6.00%
                     
CONTROLLED(2)                    
Architect Capital PayJoy SPV, LLC** San Francisco, CA                  
Membership Interest in Lending SPV*****(2)***Mobile Finance Technology 3/24/2021 $10,000,000  $10,006,745  $10,000,000   4.76%
Colombier Sponsor LLC**(12) New York, NY                  
Class B Units(2)**(12)Special Purpose Acquisition Company 4/1/2021  1,976,033   1,556,587   1,554,355   0.74%
Class W Units(2)**(12)  4/1/2021  2,700,000   1,159,150   1,157,487   0.55%
Total(2)**(12)         2,715,737   2,711,842   1.29%
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)(14)Cupertino, CA                  
Preferred shares, Class A(9)(2)(9)Clean Technology 4/15/2014  14,300,000   7,151,412   984,028   0.47%
Common shares(2)  4/15/2014  100,000   10,000      %
Total(2)         7,161,412   984,028   0.47%
                     
Total Controlled(2)        $19,883,894  $13,695,870   6.52%
                     
Total Portfolio Investments         $216,128,508  $157,188,578   74.84%
                     
U.S. Treasury                    
U.S. Treasury bill, 0%, due 3/30/2023***(3)***(3)  12/29/2022 $45,492,000   45,000,118   45,026,162   21.44%
U.S. Treasury bill, 0%, due 6/29/2023***(3)***(3)  12/29/2022 $40,937,000   39,999,480   40,030,655   19.06%
Total          84,999,598   85,056,817   40.50%
                     
TOTAL INVESTMENTS         $301,128,106  $242,245,395   115.34%



See accompanying notes to condensed consolidated financial statements.

11

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SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
- continued

December 31, 2016

2022

     
Portfolio Investments* Headquarters/Industry Shares/
Principal
 Cost Fair Value % of
Net Assets
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)(2)
  Woodside, CA                     
Preferred shares, Class A  Clean Technology   14,300,000  $7,151,412  $4,309,778   2.24
Common shares     100,000   10,000      
Total        7,161,412   4,309,778   2.24
Parchment, Inc.
  Scottsdale, AZ                     
Preferred shares, Series D  E-Transcript Exchange   3,200,512   4,000,982   4,000,000   2.08
CUX, Inc. (d/b/a CorpU)(1)
  Philadelphia, PA                     
Senior Subordinated Convertible Promissory Note 8%, Due 11/26/2018***(8)  Corporate Education  $1,166,400   1,166,400   1,166,400   0.61
Convertible preferred shares, Series D       169,033   778,607   775,861   0.40
Convertible preferred shares, Series C       615,763   2,006,077   1,913,484   1.00
Preferred warrants, Series D, $4.59 Strike Price, Expiration Date 2/25/2018     16,903      4,395   
Total        3,951,084   3,860,140   2.01
Knewton, Inc.
  New York, NY                     
Preferred shares, Series E  Online Education   375,985   4,999,999   3,782,409   1.97
DogVacay, Inc.
  Santa Monica, CA                     
Preferred shares, Series B-1  Peer-to-Peer Pet Services   514,562   2,506,119   2,500,771   1.30
SharesPost, Inc.
  San Bruno, CA                     
Preferred shares, Series B  Online Marketplace Finance   1,771,653   2,259,716   2,249,999   1.17
Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018     770,934   23,128   69,384   0.04
Total        2,282,844   2,319,383   1.21
DreamBox Learning, Inc.
  Bellevue, WA                     
Preferred shares, Series A-1  Education Technology   7,159,221   1,502,362   1,503,436   0.78
Preferred shares, Series A     3,579,610   758,017   751,718   0.39
Total        2,260,379   2,255,154   1.17
Maven Research, Inc.(1)
  San Francisco, CA                     
Preferred shares, Series C  Knowledge Networks   318,979   2,000,447   1,999,998   1.04
Preferred shares, Series B     49,505   217,206   223,763   0.12
Total        2,217,653   2,223,761   1.16
Strategic Data Command, LLC(1)(7)
  Sunnyvale, CA                     
Common shares  Big Data Consulting   2,400,000   989,277   2,052,555   1.07
Clever, Inc.
  San Francisco, CA                     
Preferred shares, Series B  Education Software   1,799,047   2,000,601   2,000,001   1.04
EdSurge, Inc.(1)
  Burlingame, CA                     
Preferred shares, Series A-1  Education Media Platform   378,788   501,360   500,000   0.26
Preferred shares, Series A     494,365   500,801   588,294   0.31
Total        1,002,161   1,088,294   0.57% 



See accompanying notes to condensed consolidated financial statements.


 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016

     
Portfolio Investments* Headquarters/Industry Shares/
Principal
 Cost Fair Value % of
Net Assets
Tynker (f/k/a Neuron Fuel, Inc.)
  Mountain View, CA                     
Preferred shares, Series A  Computer Software   534,162  $309,310  $881,367   0.46
Fullbridge, Inc.
  Cambridge, MA                     
Common shares  Business Education   517,917   6,150,506      
Junior note 1.49%, Due 11/9/2021     2,270,458   2,270,858   877,359   0.46
Total        8,421,364   877,359   0.46
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)
  New York, NY                     
Promissory Note 12%, Due 11/17/2017***(15)  Sports Analytics  $25,000   26,840   26,544   0.01
Preferred shares, Series A       1,864,495   1,777,576   484,769   0.26
Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022       5,360   576      
Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021       175,815         
Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021       38,594         
Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020       160,806         
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017     500,000   31,354      
Total        1,836,346   511,313   0.27
4C Insights (f/k/a The Echo Systems Corp.)
  Chicago, IL           ��         
Common shares  Social Data Platform   436,219   1,436,404   505,744   0.26
Aspiration Partners, Inc.
  Marina Del Rey, CA                     
Preferred shares, Series A(11)  Financial Services   540,270   1,001,815   307,954   0.16
Handle Financial, Inc. (f/k/a PayNearMe, Inc.)
  Sunnyvale, CA                     
Common shares(13)  Cash Payment Network   5,480,348   14,000,398   164,410   0.09
Global Education Learning (Holdings) Ltd.(1)**
  Hong Kong                     
Preferred shares, Series A  Education Technology   2,126,475   675,495      
AlwaysOn, Inc.(1)
  Woodside, CA                     
Preferred shares, Series A-1  Social Media   4,465,925   876,023      
Preferred shares, Series A       1,066,626   1,027,391      
Preferred warrants Series A, $1.00 Strike Price, Expiration Date 1/9/2017     109,375         
Total        1,903,414      
Orchestra One, Inc. (f/k/a
Learnist Inc.)

  San Francisco, CA                     
Common shares  Consumer Health Technology   57,026   4,959,614      
Cricket Media (f/k/a ePals Inc.)(10)
  Herndon, VA                     
Common shares  Online Education   133,333   2,448,959      —% 



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016

     
Portfolio Investments* Headquarters/Industry Shares/
Principal
 Cost Fair Value % of
Net Assets
Earlyshares.com, Inc.
  Miami, FL                     
Convertible Promissory Note 5%, Due 2/26/2017 ***(9)(3)  Equity Crowdfunding  $50,000  $50,840  $   
Preferred shares, Series A     165,715   261,598      
Total        312,438      
Beamreach Solar, Inc. (f/k/a Solexel, Inc.)
  Milpitas, CA                     
Convertible Promissory Note 9%, Due 5/10/2017***(3)(16)  Solar Power  $250,000   254,444      
Preferred shares, Series D       1,613,413   2,419,751      
Preferred shares, Series C     5,300,158   11,598,648      
Total        14,272,843      
AliphCom, Inc. (d/b/a Jawbone)
  San Francisco, CA                     
Common shares  Smart Device Company   150,000   793,152      
Total Portfolio Investments        278,768,274   262,015,146   136.38
U.S. Treasury
                         
U.S. Treasury Bill, 0%,
due 1/5/2017***(18)
    $30,000,000   29,998,750   29,998,490   15.62
TOTAL INVESTMENTS       $308,767,024  $292,013,636   152.00

**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 and GSV Asset Management LLC’sdirectors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 2 — Related Party3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 3 — 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 GSVSuRo 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 GSV Capital Corp.’sthe Company’s total portfolioinvestments as of December 31, 2016, 9.47%2022, 14.47% of its total investments are non-qualifying assets.
***Investment is income-producing.
(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSVSuRo Capital Corp. if GSVSuRo Capital Corp. beneficially owns, directly or indirectly, between 5% or moreand 25% of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 3 — 4—Investments at Fair Value”.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company ownedbeneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e.(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 3 — 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, 2016,2022, the investments noted had been placed on non-accrual status.
(4)
(5)GSVSuRo Capital Corp.’s investmentinvestments in Avenues Global Holdings,StormWind, LLC isare held through its wholly-ownedSuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc.
(6)SuRo Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.



See accompanying notes to condensed consolidated financial statements.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2016

(5)
(7)GSVSuRo Capital Corp.’s investmentinvestments in Whittle Schools, LLC isCommercial Streaming Solutions Inc. (d/b/a BettorView), YouBet Technology, Inc. (d/b/a FanPower), Rebric, Inc. (d/b/a Compliable), EDGE Markets, Inc., and Xgroup Holdings Limited (d/b/a Xpoint) are held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(6)GSVSuRo Capital Corp.’s investmentwholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
(8)SuRo Capital Corp.’s investments in StormWind, LLC isTrue Global Ventures 4 Plus Pte Ltd are held through its wholly-owned subsidiary GSVC SW Holdings, Inc.
(7)GSVSuRo Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-ownedwholly owned subsidiary, GSVC SVDS Holdings, Inc.
(8)Interest will accrue daily on the unpaid principal balance As of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closingDecember 31, 2022, $0.7 million of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).$2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.
(9)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on February 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by Earlyshares.com, Inc., or (b) the maturity of the note (February 26, 2017).
(10)On June 6, 2016, Cricket MediaThe SPBRX, INC. (f/k/a ePalsGSV Sustainability Partners, Inc.) declaredpreferred shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp. to a 10:1 reverse splitpreferred 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 common shares.
(11)On July 29, 2016, Aspiration Partners, Inc. declared a 30:1 split of its preferred shares.
(12)On December 30, 2016, Declara, Inc. extended the maturity date of the note held for one year until June 30, 2017.
(13)On December 21, 2016, Handle Financial,investment in OneValley, Inc. (f/k/a PayNearMe,NestGSV, Inc.) converted its Series E Preferred shares into Common Class A shares on a 1:1 basis.
(14)On December 15, 2016, NestGSV, Inc. (d/b/a GSV Labs, Inc.) converted its Series A, B, C, and D Preferred shares into Series A-1, A-2, A-3, and A-4 preferred shares, respectively, on a 1:1 basis.
(15)On December 31, 2016, Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) extended the maturity date. As part of the note held for one year until November 17, 2017.
(16)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2016. Accrued interest is not payable until the earlier of (a) the closing ofagreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a subsequent equity offering by Beamreach Solar,derivative security. OneValley, Inc. (f/k/a Solexel,NestGSV, Inc.), or (b) has the maturityright to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the note (May 10, 2017).five year period.
(17)
(11)On October 26, 2016,During the Snap Inc. board of directors approved year ended December 31, 2022, approximately $1.2 million has been received from Residential Homes for Rent, LLC (d/b/a distribution of shares of Class A common stock as a dividendSecond Avenue) related to the holders15% term loan due December 23, 2023. Of the proceeds received, approximately $1.0 million repaid a portion of all preferredthe outstanding principal and the remaining was attributed to interest.
(12)Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital stock and commonexchange, asset acquisition, stock outstanding on October 31, 2016. One sharepurchase, reorganization or similar business combination with one or more businesses.
(13)On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
(14)On March 22, 2022, Forge Global Holdings, Inc., completed its business combination with Motive Capital Corp. As a result of Class A common stock was distributed forthe transaction, each share of preferredForge Global, Inc.’s capital stock andoutstanding 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 outstanding.
(18)Denotes an investment considered Level 1based 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 Global, Inc. warrants by the exchange ratio, rounded to the nearest whole cent. On and valued using observable inputs.effective August 5, 2022, SuRo Capital Corp. notified Forge Global, Inc. of its intent to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc. into 53,283 shares of Forge Global, Inc.’s public common stock, pursuant to the net exercise formula in the warrant agreement. The exercise was effectuated on September 30, 2022.



See accompanying notes to condensed consolidated financial statements.

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2023

NOTE 1 — 1—NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

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. (the “Company” or “GSV Capital”),and formed in September 2010 as a Maryland corporation, is an externally managed,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”). The Company’s investment activities are managed by GSV Asset Management, LLC (“GSV Asset Management”), and GSV Capital Service Company, LLChas elected to be treated, and intends to qualify annually, as a regulated investment company (“GSV Capital Service Company”RIC”) providesunder Subchapter M of the administrative services necessary for the Company to operate.Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s date of inception was January 6, 2011, which is the date itwe 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 “GSVC”(“SSSS”). The Company began its investment operations during the second quarter of 2011.

The table below displays all the Company’s subsidiaries as of SeptemberJune 30, 2017,2023, which, other than GSV Capital Lending, LLC (“GCL”), and SuRo Capital Sports, LLC, are collectively referred to as the “GSVC Holdings.“Taxable Subsidiaries.” The GSVC HoldingsTaxable Subsidiaries were formed to hold certain portfolio investments. The GSVC Holdings,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 “Summary of “Note 2—Significant Accounting Policies — Policies—Basis of Consolidation”Consolidation below for further detail.

SCHEDULE OF COMPANY’S SUBSIDIARIES

Subsidiary 

Jurisdiction of

Incorporation

 

Formation

Date

 

Percentage

Owned

GCL Delaware April 13, 2012  100%
SuRo Capital Sports, LLC (“SuRo Sports”)DelawareMarch 19, 2021 100%
Subsidiaries below are referred to collectively, as the “GSVC Holdings”
“Taxable Subsidiaries”        
GSVC AE Holdings, Inc. (“GAE”) Delaware November 28, 2012  100%
GSVC AV Holdings, Inc. (“GAV”) Delaware November 28, 2012  100%
GSVC NG Holdings, Inc. (“GNG”)DelawareNovember 28, 2012100
GSVC SW Holdings, Inc. (“GSW”) Delaware November 28, 2012  100%
GSVC WS Holdings, Inc. (“GWS”)DelawareNovember 28, 2012100
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 investmentsinvest in these portfolio companies through: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.

Summary of Significant Accounting Policies

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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 — Services—Investment


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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 condensed consolidated financial statements for the interim 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, 2017.2023. The interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited condensed consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2016.2022.

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 GSVC HoldingsTaxable Subsidiaries, GCL, and GCL,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 willmay 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements” and “Item 1A. Risk“Risk Factors” in Part II, Item 1A of this quarterly report on Form 10-Q and “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2016 for a detailed discussion of the risks and uncertainties inherent in the nature of the Company’s operations. Refer to “Note 3 — 4—Investments at Fair Value.”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.

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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:

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.


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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

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 3 — 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 quartermeasurement 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 GSV Asset Management, our boardmanagement, the Company’s Board of directorsDirectors or the valuation committee of the Company’s boardBoard of directorsDirectors (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 internal investment professionals of GSV Asset Management responsible for the portfolio investment;
2.
2.Preliminary valuation conclusionsestimates are then documented and discussed with GSV Asset Management senior management;
3.An independent third-party valuation firm is engaged by the Valuation Committee to conduct independent appraisals and review GSV Asset Management’s preliminary valuations and make its own independent assessment, for
3.For all investments for which there are no readily available market quotations;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;

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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

4.
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 boardBoard of directorsDirectors a fair value for each investment in the portfolio based on the input of GSV Asset Managementportfolio; and the independent third-party valuation firm; and
5.
5.The Company’s boardBoard of directorsDirectors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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In making a good faith determination of the fair value of investments, the Company considersBoard applies 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,public; analysis of the portfolio companies’company’s 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 determineassist the Board in determining 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 at least onean independent valuation firm to provide an independent valuation, which the Company’s boardBoard of directorsDirectors 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 as of September 30, 2017 and December 31, 2016.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 CompanyBoard applies the appropriate respective valuation methodology for the asset class or portfolio holding, which may analyzeinvolve analyzing the relevant portfolio company’s most recently available historical and projected financial results, public market comparables, and other factors. The CompanyBoard may also consider other events, including the transaction in which the Company acquired its securities, subsequent equity sales by the portfolio company,


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September 30, 2017
(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

and mergers or acquisitions affecting the portfolio company. In addition, the CompanyBoard 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.

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SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

In determining the fair value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio company, the CompanyBoard 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 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 in good faith by the Company’s boardBoard of directors.Directors.

Warrants

Options

The Company’s boardBoard of directors will ascribeDirectors determines the fair value to warrantsof options based on fair value analysesmethodologies 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 warrantsoptions are valued at estimated fair value as determined by the Company’s boardBoard of directors.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 determine the fair value of 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 Board utilizes the public share price of the entity, less a DLOM if there are restrictions on selling. The Company’s SPAC investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.

Venture Investment Funds

In valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the practical 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 readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.

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 June 30, 2023 and December 31, 2022, for details regarding the nature and composition of the Company’s investment portfolio.

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SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

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.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

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.

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.

PortfolioCompany Investment Classification

GSV Capital is a non-diversified company within the meaningValuation of the 1940 Act. GSV Capital classifies its investments by level of control. As defined in the 1940 Act, control investments are those where there is 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 Condensed Consolidated Schedules of Investments as of September 30, 2017 and December 31, 2016, respectively, for details regarding the nature and compositionOther Financial Instruments

The carrying amounts of the Company’s investment portfolio.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 placescustodies its cash with U.S. Bank,Western Alliance Trust Company, N.A., Bridge Bank (a subsidiary of Western Alliance Bank), and Silicon Valley Bank, and at times,may place cash in demand deposit accounts with other high-quality financial institutions. The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company believes that U.S. Bank, N.A., 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 are to be recognized when the amount of the contingent consideration becomes realized or realizable. As of June 30, 2023 and December 31, 2022, the Company had $375,965 and $628,332, respectively, in escrow proceeds receivable.

Deferred Financing Costs

The Company records origination costs related to lines of credit as deferred financing costs. These costs are deferred and amortized as part of interest expense using the straight-line method over the respective life of the line of credit. For modifications to a line of credit, any unamortized origination costs are expensed. Included within deferred financing costs are offering costs incurred relating to the Company’s shelf registration statement on Form N-2. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or until the shelf registration statement has expired.expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the offering. For debt capital raised, the associated offering costs are amortized over the life of the debt instrument using the effective interest method.instrument. As of SeptemberJune 30, 2017,2023 and December 31, 2016,2022, the Company had deferred financing costs of $425,316$590,430 and $311,268,$555,761, respectively, on the Condensed Consolidated StatementsStatement of Assets and Liabilities.

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June 30, 2017
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NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

2023

Operating Leases & Related Deposits

The Company accounts for its operating leases as prescribed by ASC 842, Leases, which requires lessees to recognize a right-of-use asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost. On June 3, 2019, the Company entered a 5-year operating lease for office space for which the Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation. These amounts have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments and Contingencies—Operating Leases and Related Deposits” for further detail.

Stock-based Compensation

Using the fair value recognition provisions as prescribed by ASC 718, Stock Compensation, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of our stock price. Differences between actual results and these estimates could have a material effect on our financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based Compensation” for further detail.

Revenue Recognition

The Company recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on the ex-dividend date.

Investment Transaction Costs and Escrow Deposits

Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases and deducted from the proceeds of sales. 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’s right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflected on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits. At SeptemberAs of June 30, 20172023 and December 31, 2016,2022, the Company had no escrow deposits.

Unrealized Appreciation or Depreciation of Investments

Unrealized appreciation 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

The Company elected to be treated as a regulated investment company (a “RIC”)RIC under Subchapter M of the Internal Revenue Code, of 1986, as amended (the “Code”), beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of 90% of our investment company taxable income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of our net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year and meet certain source of income and asset diversification requirements on a quarterly basis.(the “Annual Distribution Requirement”). Depending on the level 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 dividend distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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If the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a 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-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”“Excise Tax Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Minimum Distribution AmountExcise Tax Avoidance Requirement exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.


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(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

So long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not pay corporate-levelbe subject to U.S. federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in the condensed consolidated financial statements of the Company. Included in the Company’s condensed consolidated financial statements, the GSVC HoldingsTaxable Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC. These taxable subsidiariesTaxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s condensed consolidated financial statements.

If it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C corporation”Corporation”) under subchapterSubchapter C of the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such 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 accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to 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 requalify for 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-in gains with respect to certain of its assets (i.e.(i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years. The Company was taxed a C corporation for its 2012 and 2013 taxable years. Refer to “Note 8 — 9—Income Taxes” for further details regarding the Company’s tax status.details.

20

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Per Share Information

Basic net increase/(decrease)

Net change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding for the period presented. Diluted net increase/(decrease)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 dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period. The Company used the if-converted method in accordance withFASB ASC 260, Earnings Per Share(“ (“ASC 260”) to determine the number of potentially dilutive shares outstanding. Refer to “Note 5 — 6—Net Increase/(Decrease)Increase in Net Assets Resulting from Operations per Common Share — Share—Basic and Diluted” for further detail.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Recently Issued Accounting Standards

In January 2016,June 2022, the FASB issued Accounting Standards Update (“ASU”) 2016-01,Financial Instruments — Overall (Subtopic 825-10)ASU No. 2022-03 “Fair Value Measurements (Topic 820): Recognition andFair Value Measurement of Financial Assets and Financial Liabilities, which, among other things, requires (i) that allEquity Securities Subject to Contractual Sale Restrictions.” This change prohibits entities from taking into account contractual restrictions on the sale of equity investments, other than equity-method investments, in unconsolidated entities generally be measured atsecurities when estimating fair value through earnings, and (ii) an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value optionintroduces required disclosures for financial instruments. Additionally, ASU 2016-01 changes the disclosure requirements for financial instruments. ASU 2016-01such transactions. The standard is effective for annual reporting periods, and the interim periods within those periods beginning after December 15, 2017.2023, and should be applied prospectively. Early adoption is permitted for certain provisions. We dopermitted. The adoption of ASU 2022-03 is not believe that ASU 2016-01 willexpected to have a material impact on ourthe Company’s future financial statements.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements and disclosures.upon adoption.

NOTE 2 — 3—RELATED-PARTY ARRANGEMENTS

Investment Advisory Agreement

The Company has entered into an investment advisory agreement with GSV Asset Management (the “Advisory Agreement”). Under the terms of the agreement, GSV Asset Management is paid a quarterly management fee and an annual incentive fee. GSV Asset Management is controlled by Michael Moe, the Executive Chairman of the Company’s board of directors. Mr. Moe, through his ownership interest in GSV Asset Management, is entitled to a portion of any profits earned by GSV Asset Management in performing its services under the Advisory Agreement. Mr. Moe and William Tanona, the Company’s President, Chief Financial Officer, Treasurer and Corporate Secretary, as principals of GSV Asset Management, collectively manage the business and internal affairs of GSV Asset Management. Mark Klein, the Company’s Chief Executive Officer and a member of the Company’s board of directors, or entities with which he is affiliated, receives fees from GSV Asset Management equal to a percentage of each of the base management fee and the incentive fee paid by the Company to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

Under the Advisory Agreement, there are no restrictions on the right of any manager, partner, officer or employee of GSV Asset Management to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies). GSV Asset Management has, however, adopted an internal policy whereby any fees or compensation received by a manager, partner, officer or employee of GSV Asset Management in exchange for serving as a director of, or providing consulting services to, any of the Company’s portfolio companies will be transferred to the Company, net of any personal taxes incurred, upon such receipt for the benefit of the Company and its stockholders.

Management Fees

Under the terms of the Advisory Agreement, GSV Asset Management is paid a base management fee of 2.0% of gross assets, which is the Company’s total assets reflected on its Condensed Consolidated Statements of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments. Effective January 1, 2017 through December 31, 2017, however, pursuant to a voluntary waiver by GSV Asset Management, the Company will pay GSV Asset Management a base management fee of 1.75%, a 0.25% reduction from the 2.0% base management fee payable under the Advisory Agreement. This waiver of a portion of the base management fee is not subject to recourse against or reimbursement by the Company. GSV Asset Management earned $1,397,332 and $4,210,932 in management fees for the three and nine months


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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

ended September 30, 2017, respectively. GSV Asset Management earned $1,625,963 and $5,324,186 in management fees for the three and nine months ended September 30, 2016, respectively. GSV Asset Management waived $174,666 and $526,366 in management fees for the three and nine months ended September 30, 2017, respectively. GSV Asset Management did not waive management fees for the three and nine months ended September 30, 2016.

Incentive Fees

Under the terms of the Advisory Agreement, GSV Asset Management is paid an annual incentive fee equal to the lesser of (i) 20% of the Company’s realized capital gains during each calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature, and (ii) 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.

For GAAP purposes, in accordance with the AICPA’s Technical Practice Aids (“TPA”) (TIS 6910.2), the Company is required to accrue incentive fees for all periods as if the Company had fully liquidated its entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2017 and December 31, 2016. This accrual considers both the hypothetical liquidation of the Company’s portfolio described previously, as well as the Company’s actual cumulative realized gains and losses since inception, as well any previously paid incentive fees.

For the three and nine months ended September 30, 2017, the Company accrued incentive fees of $3,334,052 and $7,482,185, respectively. For the three months ended September 30, 2016, the Company accrued incentive fees of $220,719. For the nine months ended September 30, 2016, the Company reversed previously accrued incentive fees of $7,805,089.

Due to GSV Asset Management

As of September 30, 2017, there were no receivables owed to the Company by GSV Asset Management. In addition, as of September 30, 2017, the Company owed GSV Asset Management $323,897 primarily for the reimbursement of overhead allocation expenses, as well as travel expenses.

As of December 31, 2016, there were no receivables owed to the Company by GSV Asset Management. In addition, as of December 31, 2016, the Company owed GSV Asset Management $422,025 primarily for the reimbursement of overhead allocation expenses.

Administration Agreement

The Company has entered into an administration agreement with GSV Capital Service Company (the “Administration Agreement”) to provide administrative services, including furnishing the Company with office facilities, equipment, clerical, bookkeeping, record keeping services, and other administrative services. GSV Asset Management controls GSV Capital Service Company. The Company reimburses GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement, including a portion of the rent and the compensation of the Company’s President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services. While there is no limit on the total amount of expenses the Company may be required to reimburse to GSV Capital Service Company, GSV Capital Service Company will only charge the Company for the actual expenses GSV Capital Service Company incurs on the Company’s behalf, or the Company’s allocable portion thereof, without any profit to GSV Capital Service Company. There were $472,413 and $1,453,007 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2017,


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

respectively. There were $627,444 and $1,926,085 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2016, respectively.

License Agreement

The Company entered into a license agreement with GSV Asset Management pursuant to which GSV Asset Management has agreed to grant the Company a non-exclusive, royalty-free license to use the name “GSV.” Under this agreement, the Company has the right to use the GSV name for so long as the Advisory Agreement with GSV Asset Management is in effect. Other than with respect to this limited license, the Company has no legal right to the “GSV” name.

Other Arrangements

Mark Moe, who is the brother of Michael Moe, the Executive Chairman of the Company’s board of directors, serves as Vice President of Business Development, Global Expansion for NestGSV, Inc. (d/b/a GSV Labs, Inc.), one of the Company’s portfolio companies. Diane Flynn, who is the spouse of the Company’s former President, Mark Flynn, served as Chief Marketing Officer of NestGSV, Inc. until her resignation in January 2017. Ron Johnson, the Chief Executive Officer of Enjoy Technology, Inc., one of the Company’s portfolio companies, is the brother-in-law of the Company’s former President, Mark Flynn. As of September 30, 2017, the fair values of the Company’s investments in NestGSV, Inc. and Enjoy Technology, Inc. were $9,334,335 and $5,447,844, respectively. Another one of the Company’s portfolio companies, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.), was previously allowed to utilize office space paid for by GSV Asset Management. SPBRX, INC. was not required to pay GSV Asset Management or the Company any consideration for rent. The Company did not consider this to be an arms-length transaction. In August 2016, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) moved out of the office space paid for by GSV Asset Management.

In addition, the Company’s executive officers and directors and the principals of the Company’s investment adviser, GSV Asset Management, serve or may serve as officers, and directors, or managers of entities that operate in a line of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders. For example, as

The 1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of November 9, 2017, GSV Asset Management also manages Coursera@GSV Fund, LP,its affiliates without the prior approval of the Board of Directors, including its independent directors, and, Coursera@GSV-EDBI Fund, LP, special purpose vehicles each comprised of an underlying investment in Coursera stock (the “Coursera Funds”). GSV Asset Management also serves as sub-adviser for certain investment series of GSV Ventures I LLC, GSV Ventures II LLC, GSV Ventures V LLC, GSV Ventures VI LLC and a pooled investment fund, GSV Ventures III LLC, each a venture capital fund (collectively,some cases, the “GSV Ventures Funds”). GSV Asset Management will likely manage one or more private funds, or series within such private funds, inSEC. The affiliates with which the future. The Company has no ownership interests in the Coursera Funds or the GSV Ventures Funds sub-advised by GSV Asset Management.

While the investment focus of each of these entities, including the Coursera Funds and the GSV Ventures Funds, may be differentprohibited from the Company’s investment objective, it is likely that new investment opportunities that meet the Company’s investment objective will come to the attention of one of these entities, or new entities that will likely be formed in the future in connection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made available, to the Company. However, the Company’s executivetransacting include its officers, directors, and investment adviser, GSV Asset Management, intend to treatemployees and any person controlling or under common control with the Company, in a fair and equitable manner consistent with their applicable duties under law so that the Company will not be disadvantaged in relationsubject to any other particular client. In addition, while GSV Asset Management anticipates that it will from time to time identify investment opportunities that are appropriate for both the Company and the other funds that are currently, or in the future may be, managed by GSV Assetcertain exceptions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

Management, to the extent it does identify such opportunities, GSV Asset Management has established an allocation policy to ensure that the Company has priority over such other funds. The Company’s board of directors will monitor on a quarterly basis any such allocation of investment opportunities between the Company and any such other funds.2023

In the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party transactions. 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 the Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s executive officers and directors. During

The Company’s investment in Churchill Sponsor VI LLC, the year ended December 31, 2016,sponsor of Churchill Capital Corp. VI, 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 Officer and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp VI. The Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp. VII, a SPAC, also 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 controls Churchill Sponsor VII LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp. VII. In addition, Mr. Klein’s brother, Michael Klein, is a control person of such Churchill entities. As of June 30, 2023, the fair values of the Company’s investments in Churchill Sponsor VI LLC and Churchill Sponsor VII LLC were $200,000 and $300,000, respectively.

The Company’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 controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors of Churchill Capital Corp. II, through which the Company received other income of $212,795 from the proceeds of Michael Moe’s sale ofexecuted a private investment in public equity transaction in order to acquire common shares of 2U,Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael Klein, is a control person of such Churchill entities. As of June 30, 2023, the fair value of the Company’s investment in Skillsoft Corp. was $1,217,485.

The Company’s initial investment in Shogun Enterprises, Inc. (f/k/on February 26, 2021 constituted a 2tor,“remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until her departure on March 9, 2022, was at the time of investment a non-controlling member of the board of directors of Shogun Enterprises, Inc.), and held a minority equity interest in such portfolio company. The Company’s investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Ms. Findley, at the time of investment, was a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager. As of June 30, 2023, the fair values of the Company’s remote-affiliate investments in Shogun Enterprises, Inc. (d/b/a Hearth) and Architect Capital PayJoy SPV, LLC were $7,655,365 and $10,000,000, respectively.

In addition, Ms. Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, are non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which is sponsored by Colombier Sponsor LLC, one of the Company’s former portfolio companies,companies. The Company’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. Moe received while serving on 2U’s boardKlein has a non-controlling interest in one of directors. These sales proceeds were remitted directly to the Company.

Management Transition

On August 8, 2017, the Company announced Michael Moe’s resignation asentities that controls AltC Sponsor LLC, and Allison Green, the Company’s Chief ExecutiveFinancial Officer, effective August 11, 2017,Chief Compliance Officer, Treasurer and thatSecretary, is a non-controlling member of the Company’s board of directors had appointed Mark Klein, a memberof AltC Acquisition Corp. As of June 30, 2023, the fair values of the Company’s boardaggregate investments in each of directorsColombier Sponsor LLC and a consultant to GSV Asset Management, to serve as the Company’s Chief Executive Officer, effective August 11, 2017. Mr. Moe continues to serve the Company as Executive Chairman of the Company’s board of directors. Further information regarding the management transition can be found in the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017.AltC Sponsor LLC were $17,182,605 and $250,000, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

2023

NOTE 3 — 4—INVESTMENTS AT FAIR VALUE

Investment Portfolio Composition

The Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and warrantsoptions to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury Securities.securities. Non-portfolio investments represent investments in U.S. Treasury Securities. At Septembersecurities. As of June 30, 2017,2023, the Company had 7861 positions in 37 portfolio companies. AtAs of December 31, 2016,2022, the Company had 9164 positions in 4539 portfolio companies.

The following table summarizestables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of SeptemberJune 30, 20172023 and December 31, 2016:2022:

SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO

  June 30, 2023  December 31, 2022 
  Cost  Fair Value  

Percentage of

Net Assets

  Cost  Fair Value  

Percentage of

Net Assets

 
Private Portfolio Companies                        
Preferred Stock $106,312,054  $96,909,349   51.9% $118,472,118  $117,214,465   55.8%
Common Stock  65,438,476   44,805,853   24.0%  50,601,512   18,692,931   8.9%
Debt Investments  5,817,464   3,115,764   1.7%  6,316,466   4,488,200   2.1%
Options  11,384,947   3,900,883   2.1%  11,415,787   3,469,497   1.7%
Total Private Portfolio Companies  188,952,941   148,731,849   79.7%  186,805,883   143,865,093   68.5%
Publicly Traded Portfolio Companies                        
Common Stock  20,139,645   11,551,297   6.2%  29,322,625   13,323,485   6.3%
Total Portfolio Investments  209,092,586   160,283,146   85.9%  216,128,508   157,188,578   74.8%
Non-Portfolio Investments                        
U.S. Treasury Bills  75,478,668   75,895,534   40.7%  84,999,598   85,056,817   40.5%
Total Investments $284,571,254  $236,178,680   126.5% $301,128,106  $242,245,395   115.3%

      
 September 30, 2017 (Unaudited) December 31, 2016
   Cost Fair Value Percentage of
Net Assets
 Cost Fair Value Percentage of
Net Assets
Private Portfolio Companies
                              
Common Stock $73,577,946  $93,284,868   44.6 $81,274,687  $83,074,410   43.2
Preferred Stock  153,096,417   177,391,805   84.7   174,462,577   162,238,879   84.4 
Debt Investments  8,685,956   7,020,386   3.4   8,849,434   7,821,948   4.1 
Warrants  229,092   471,294   0.2   158,713   150,904   0.1 
Private Portfolio Companies  235,589,411   278,168,353   132.9  264,745,411   253,286,141   131.8
Publicly Traded Portfolio Companies
                              
Common Stock  9,273,458   11,607,729   5.5   14,022,863   8,729,005   4.6 
Total Portfolio Investments  244,862,869   289,776,082   138.4  278,768,274   262,015,146   136.4
Non-Portfolio Investments
                              
U.S. Treasury Bill  99,991,125   99,994,000   47.8   29,998,750   29,998,490   15.6 
Total Investments $344,853,994  $389,770,082   186.2 $308,767,024  $292,013,636   152.0
23

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

The industrialgeographic and geographicindustrial compositions of the Company’s portfolio at fair value as of SeptemberJune 30, 20172023 and December 31, 20162022 were as follows:

  As of June 30, 2023  As of December 31, 2022 
  Fair Value  

Percentage of

Portfolio

  

Percentage of

Net Assets

  Fair Value  

Percentage of

Portfolio

  

Percentage of

Net Assets

 
Geographic Region                        
West $86,688,291   54.1%  46.5% $94,996,805   60.4%  45.1%
Northeast  55,437,660   34.6%  29.7%  46,944,432   29.9%  22.4%
Midwest  12,389,590   7.7%  6.6%  8,183,281   5.2%  3.9%
International  5,767,605   3.6%  3.1%  7,064,060   4.5%  3.4%
Total $160,283,146   100.0%  85.9% $157,188,578   100.0%  74.8%

  As of June 30, 2023  As of December 31, 2022 
  Fair Value  

Percentage of

Portfolio

  

Percentage of

Net Assets

  Fair Value  

Percentage of

Portfolio

  

Percentage of

Net Assets

 
Industry                  
Financial Technology $56,553,879   35.3%  30.3% $38,096,753   24.2%  18.1%
Education Technology 44,348,880   27.7%  23.8% 61,841,493   39.4%  29.4%
Marketplaces  25,038,245   15.6%  13.4%  27,291,467   17.4%  13.0%
Big Data/Cloud  22,517,497   14.0%  12.1%  14,927,819   9.5%  7.1%
Social/Mobile  10,890,617   6.8%  5.8%  14,047,018   8.9%  6.7%
Sustainability  934,028   0.6%  0.5%  984,028   0.6%  0.5%
Total $160,283,146   100.0%  85.9% $157,188,578   100.0%  74.8%

      
 September 30, 2017 December 31, 2016
   Investments at
Fair Value
 Percentage of
Portfolio
 Percentage of
Net Assets
 Investments at
Fair Value
 Percentage of
Portfolio
 Percentage of
Net Assets
Industry
                              
Big Data/Cloud $104,206,955   36.0  49.8 $89,852,351   34.3  46.8
Education Technology  100,009,977   34.5   47.7   96,498,376   36.8   50.2 
Social/Mobile  52,838,226   18.2   25.2   45,836,028   17.6   23.9 
Marketplaces  31,353,731   10.8   15.0   25,518,613   9.7   13.3 
Sustainability  1,367,193   0.5   0.7   4,309,778   1.6   2.2 
Total $289,776,082   100.0%   138.4%  $262,015,146   100.0%   136.4% 
24

      
 September 30, 2017 December 31, 2016
   Investments at
Fair Value
 Percentage of
Portfolio
 Percentage of
Net Assets
 Investments at
Fair Value
 Percentage of
Portfolio
 Percentage of
Net Assets
Geographic Region
                              
West $188,509,581   65.1  90.1 $187,300,467   71.5  97.5
Mid-west  35,768,782   12.3   17.1   14,362,498   5.5   7.4 
Northeast  33,214,135   11.5   15.9   41,420,490   15.8   21.6 
International  32,283,584   11.1   15.4   18,931,691   7.2   9.9 
Total $289,776,082   100.0%   138.4%  $262,015,146   100.0%   136.4% 

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SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

The table below details the composition of the Company’s industrial themes presented above:in the preceding tables:

Industry ThemeIndustry
Industry ThemeEducation TechnologyIndustryBusiness Education
Education Software
Interactive Learning
Online Education
Big Data/CloudGaming Licensing
Retail Technology
Geolocation Technology
  Big Data Consulting
Cloud Computing Services
Consumer Health Technology
Customer Relationship Manager
Data Analysis
Mobile DeviceContract Management
Smart Device Company
Social Cognitive Learning
Social Media Analytics
Software
Education TechnologyBusiness Education
Computer Software
Corporate Education
Education Media Platform
Education Software
Education Technology
E-Transcript Exchange
Globally-Focused Private School
Interactive Learning
Online Education
Online Education Services
Warehouse Automation
MarketplacesCash Payment Network
Equity Crowdfunding
Financial Services
Global Innovation Platform
Knowledge Networks
On-Demand Commerce
On-Demand Transportation
Micromobility
Pharmaceutical Technology
Real Estate Platform
Subscription Fashion Rental
Financial TechnologyCannabis REIT
Financial Services
Home Improvement Finance
Mobile Finance Technology
Online Marketplace Finance
Peer-to-Peer Pet Services
Gaming Technology
Special Purpose Acquisition Company
Venture Investment Fund
Social/MobileDigital Media Platform
Light Field Imaging Platform
On-Demand Music Streaming
Social Communication
Digital Media Technology
Interactive Media & Services
Mobile Access Technology
Social Data Platform
Social Media
Sports Analytics
SustainabilityFitness Technology
Social Networking
SustainabilityClean Technology
Solar Power

25

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

Investment Valuation Inputs

The fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of SeptemberJune 30, 20172023 and December 31, 20162022 are as follows:

SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS

  As of June 30, 2023 
  

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 $  $  $96,909,349  $96,909,349 
Common Stock        44,805,853   44,805,853 
Debt Investments        3,115,764   3,115,764 
Options        3,900,883   3,900,883 
Private Portfolio Companies        148,731,849   148,731,849 
Publicly Traded Portfolio Companies                
Common Stock  11,551,297         11,551,297 
Non-Portfolio Investments                
U.S. Treasury bills  75,895,534         75,895,534 
Total Investments at Fair Value $87,446,831  $  $148,731,849  $236,178,680 

  As of December 31, 2022 
  

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 $  $  $117,214,465  $117,214,465 
Common Stock        18,692,931   18,692,931 
Debt Investments        4,488,200   4,488,200 
Options        3,469,497   3,469,497 
Private Portfolio Companies        143,865,093   143,865,093 
Publicly Traded Portfolio Companies                
Common Stock  13,298,992   24,493      13,323,485 
Non-Portfolio Investments                
U.S. Treasury bills  85,056,817         85,056,817 
Total Investments at Fair Value $98,355,809  $24,493  $143,865,093  $242,245,395 

    
 As of September 30, 2017
 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
                    
Common Stock $  $  $93,284,868  $93,284,868 
Preferred Stock        177,391,805   177,391,805 
Debt Investments        7,020,386   7,020,386 
Warrants        471,294   471,294 
Private Portfolio Companies        278,168,353   278,168,353 
Publicly Traded Portfolio Companies
                    
Common Stock  11,607,729         11,607,729 
Total Portfolio Investments  11,607,729      278,168,353   289,776,082 
Non-Portfolio Investments
                    
U.S. Treasury Bill  99,994,000         99,994,000 
Total Investments at Fair Value $111,601,729  $  $278,168,353  $389,770,082 
26

    
 As of December 31, 2016
 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
                    
Common Stock $  $  $83,074,410  $83,074,410 
Preferred Stock        162,238,879   162,238,879 
Debt Investments        7,821,948   7,821,948 
Warrants        150,904   150,904 
Private Portfolio Companies        253,286,141   253,286,141 
Publicly Traded Portfolio
Companies

                    
Common Stock  8,729,005         8,729,005 
Total Portfolio Investments  8,729,005      253,286,141   262,015,146 
Non-Portfolio Investments
                    
U.S. Treasury Bill  29,998,490         29,998,490 
Total Investments at Fair Value $38,727,495  $  $253,286,141  $292,013,636 

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

Significant Unobservable Inputs for Level 3 Assets and Liabilities

In accordance with FASB ASC 820,Fair Value Measurement, the tables below provide quantitative information about the Company’s fair value measurements of itsthe Company’s Level 3 assets as of SeptemberJune 30, 20172023 and December 31, 2016.2022. In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the CompanyBoard may also use other valuation techniques and methodologies when determining the Company’s fair value measurements.measurements of the Company’s assets. The tables below are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.measurements of the Company’s assets. To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level 3 fair value measurements as of SeptemberJune 30, 20172023 and December 31, 2016.2022. Significant changes in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment. Refer to “Note 1 — Nature of Operations and 2—Significant Accounting Policies — Policies—Investments at Fair Value” for more detail.

SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT

As of June 30, 2023

As of September 30, 2017Asset
Asset
Fair ValueValuation
Approach / Approach/ Technique(1)
Unobservable Inputs(2)Range
(Weighted (Weighted Average)(3)



Common stock in
private companies
 


$93,284,86844,805,853 

Market approachPrecedent transactionsN/A
Collateral valueN/A
Revenue multiples1.79x – 7.23x (4.98x)
Liquidation ValueN/A
Discounted Cash Flow(2)0.91x - 10.16x (3.67x)Discount rate12.0% (12.0%)
Long-term revenue growth0.0% (0.0%)
Option pricing modelTerm to expiration (Years)1.5 (1.5)
Volatility41.6% (41.6%)
 



PWERM(5)AFFO(4) multiple10.2x
Preferred stock in
private companies
 



$177,391,80596,909,349 


Market approachPrecedent transactionsN/ARevenue multiples0.16x - 11.7x (2.79x)
Collateral valueN/A
Revenue multiples1.90x – 5.98x (3.59x)
EBIT multiples15.0x (15.0x)
Discount for lack of control15.0% (15.0%)
Discounted Cash Flow(2)PWERM(5)Discount rate12.0% – 40.0% (37.6%)
Long-term revenue growth0.0% – 12.5% (11.4%)
Option pricing model15.0%Term to expiration (Years)1.5 (1.5)
Volatility41.6% (41.6%)
PWERMLiquidation ValueN/A
Revenue multiples2.28x – 4.29x (3.47x)
Debt investments$7,020,386$3,115,764Market approachLiquidation ValueN/ARevenue multiples0.44x - 5.44x (5.29x)
PWERMRevenue multiples4.29x (4.29x)
Liquidation ValueN/A

WarrantsOptions
 
$471,2943,900,883 
Option pricing modelTerm to expiration (Years)0.4 – 3.0 (2.3)
Volatility11.8% – 54.7% (38.5%)0.5 - 3.87

(1)(1)As of December 31, 2016,June 30, 2023, the Company used a market approach to value certain common and preferred stock investments. As of September 30, 2017, the CompanyBoard used a hybrid market and income approach to value certain common and preferred stock investments as the CompanyBoard felt this approach better reflected the fair value of these investments. ByIn considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

final fair value of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events. Refer to “Note 1 — Nature of Operations and 2—Significant Accounting Policies — Policies—Investments at Fair Value” for more detail.
(2)(2)The CompanyBoard considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values, all else equal. Decreases Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Board carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.
(3)The weighted averages are calculated based on the fair market value of each investment.
(4)Adjusted Funds From Operations, or “AFFO”.

27

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(5)Probability-Weighted Expected Return Method, or “PWERM”.

As of December 31, 2022

Asset Fair Value  Valuation Approach/ Technique(1) Unobservable Inputs(2) Range (Weighted Average)(3) 
Common stock in private companies $18,692,931  Market approach Revenue multiples 1.06x - 4.42x (1.74x) 
        Liquidation Value N/A 
      PWERM(5) AFFO(4) multiple 8.62x -12.62x (10.94x) 
Preferred stock in private companies $117,214,465  Market approach Revenue multiples 0.47x - 5.45x (2.38x) 
        Liquidation Value N/A 
      Discounted cash flow Discount rate 15.0% (15.0%) 
      PWERM(5) Revenue multiples 1.17x - 1.26x 
        DLOM 10.0% (10.0%) 
        Financing Risk 10.0% (10.0%) 
Debt investments $4,488,200  Market approach Revenue multiples 0.47x - 5.45x (3.6x) 
Options $3,469,497  Option pricing model Term to expiration (Years) 1.00x - 5.29x (1.65x) 
      Discounted cash flow Discount Rate 15.0% (15.0%) 

(1)As of December 31, 2022, the Board used a hybrid market and income approach to value certain common and preferred stock investments as the Board felt this approach better reflected the fair value of these investments. In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.
(2)The Board considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 1 — Nature of Operations and 2—Significant Accounting Policies — Policies—Investments at Fair Value” for more detail.
(3)The weighted averages are calculated based on the fair market value of each investment.
(4)Adjusted Funds From Operations, or “AFFO”.
(5)Probability-Weighted Expected Return Method, or “PWERM”.

As28
Table of December 31, 2016
AssetFair ValueValuation TechniquesUnobservable InputsRange
(Weighted Average)


Common stock in
private companies


$83,074,410

Market approach
Precedent transactions(1)N/A
Revenue multiples0.8x – 5.2x (3.3x)
EBIT multiples37.5x (37.5x)



Preferred stock in
private companies



$157,929,101



Market approach
Precedent transactions(1)N/A
Revenue multiples0.8x – 5.3x (2.7x)
EBIT multiples37.5x (37.5x)
Subscriber multiples669.9x (669.6x)
Discount for lack of control15.0% (15.0%)
$4,309,778PWERMDiscount rate12.0% (12.0%)
Debt investments$7,821,948Market approachLiquidation ValueN/A

Warrants

$150,904

Option pricing model
Term to expiration (Years)1.2 – 3.0 (2.1)
Volatility10.4% – 49.3% (43.2%)Contents

(1)Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

The aggregate values of Level 3 assets and liabilities changed during the ninesix months ended SeptemberJune 30, 2017,2023 as follows:

SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES

  

Common

Stock

  

Preferred

Stock

  

Debt

Investments

  Options  Total 
  Six Months Ended June 30, 2023 
  

Common

Stock

  

Preferred

Stock

  

Debt

Investments

  Options  Total 
Assets:               
Fair Value as of December 31, 2022 $18,692,931  $117,214,465  $4,488,200  $3,469,497  $143,865,093 
Purchases, capitalized fees and interest  10,008,075   2,004,171   998   501,470   12,514,714 
Sales/Maturity of investments  (252,629)     (500,000)     (752,629)
Exercises and conversions(1)  3,751,518   (3,249,855)     (501,663)   
Realized gains/(losses)  1,330,000   (10,914,376)     (30,647)  (9,615,023)
Net change in unrealized appreciation/(depreciation) included in earnings  11,275,958   (8,145,056)  (873,434)  462,226   2,719,694 
Fair Value as of June 30, 2023 $44,805,853  $96,909,349  $3,115,764  $3,900,883  $148,731,849 
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of June 30, 2023 $11,275,958  $(19,059,432) $(873,434) $429,916  $(8,226,992)

     
 Nine Months Ended September 30, 2017
   Common
Stock
 Preferred
Stock
 Debt
Investments
 Warrants Total
Assets:
                         
Fair Value as of December 31, 2016 $83,074,410  $162,238,879  $7,821,948  $150,904  $253,286,141 
Transfers out of Level 3  (2,184,565  (2,184,565        (4,369,130
Purchases, capitalized fees and interest        97,023   70,379   167,402 
Sales of investments        (70,379     (70,379
Realized losses  (8,201,729  (16,858,906  (305,280     (25,365,915
Exercises, conversions and assignments(1)  2,506,119   (2,506,119         
Amortization of fixed income security premiums and discounts        115,162      115,162 
Net change in unrealized appreciation/(depreciation) included in earnings  18,090,633   36,702,516   (638,088  250,011   54,405,072 
Fair Value as of September 30, 2017 $93,284,868  $177,391,805  $7,020,386  $471,294  $278,168,353 
Net change in unrealized appreciation/(depreciation) of Level 3 investments still held as of September 30, 2017 $9,888,904  $19,838,262  $(943,365 $250,011  $29,033,812 

(1)(1)During the ninesix months ended SeptemberJune 30, 2017,2023, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company Conversion from Conversion to
A Place for RoverOrchard Technologies, Inc. (f/k/a DogVacay, Inc.) Preferred shares, Series B-1D
Simple Agreement for Future Equity
 Senior Preferred shares, Series 1
Senior Preferred shares, Series 2
Class A
Common sharesShares

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 20162022 as follows:

  

Common

Stock

  

Preferred

Stock

  

Debt

Investments

  Options  Total 
  Year Ended December 31, 2022 
  

Common

Stock

  

Preferred

Stock

  

Debt

Investments

  Options  Total 
Assets:                    
Fair Value as of December 31, 2021 $42,860,156  $163,801,798  $3,011,438  $4,959,112  $214,632,504 
Fair value beginning balance $42,860,156  $163,801,798  $3,011,438  $4,959,112  $214,632,504 
Transfers out of Level 3(1)  (6,918,251)  (1,775,506)     (48,639)  (8,742,396)
Purchases, capitalized fees and interest     20,767,788   1,509,093   503,183   22,780,064 
Sales/Maturity of investments  (874,470)     (1,000,000)     (1,874,470)
Realized gains/(losses)  160,965         (70,379)  90,586 
Net change in unrealized appreciation/(depreciation) included in earnings  (16,535,469)  (65,579,615)  967,669   (1,873,780)  (83,021,195)
Fair Value as of December 31, 2022 $18,692,931  $117,214,465  $4,488,200  $3,469,497  $143,865,093 
Fair value ending balance $18,692,931  $117,214,465  $4,488,200  $3,469,497  $143,865,093 
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2022 $(7,023,165) $(63,138,372) $967,669  $(1,624,324) $(70,818,192)

     
 Year Ended December 31, 2016
   Common
Stock
 Preferred
Stock
 Debt
Investments
 Warrants Total
Assets:
                         
Fair value as of December 31, 2015 $102,319,140  $216,291,092  $4,175,859  $469,306  $323,255,397 
Transfers into Level 3  143,733            143,733 
Purchases of investments  3,080   9,016,702   5,201,294   103,655   14,324,731 
Sales of investments  (3,509,238  (7,651,891  (574,380     (11,735,509
Realized gains (losses)  (7,127,146  4,430,221      (246,714  (2,943,639
Exercises, conversions and assignments(1)  23,588,443   (23,588,443         
Amortization of fixed income security premiums and discounts        44,714      44,714 
Net change in unrealized depreciation included in earnings  (32,343,602  (36,258,802  (1,025,539  (175,343  (69,803,286
Fair Value as of December 31, 2016 $83,074,410  $162,238,879  $7,821,948  $150,904  $253,286,141 
Net change in unrealized depreciation of Level 3 investments still held as of December 31, 2016 $(39,307,692 $(40,126,793 $(1,025,539 $(195,637 $(80,655,661

(1)(1)During the year ended December 31, 2016,2022, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company TransferConversion from TransferConversion to
4C Insights (f/k/a The Echo Systems Corp.)Preferred shares, Series AForge Global, Inc. Common Shares,
Handle Financial, Inc.
(f/k/a PayNearMe, Inc.) Class AA
Junior Preferred Shares
Junior Preferred Warrants, Strike Price $
12.42, Expiration Date 11/9/2025
 PreferredPublic Common shares Series E(Level 2)
Common Shareswarrants, Strike Price $3.98, Expiration Date 11/9/2025 (Level 2)

Fullbridge, Inc.Preferred shares, Series CCommon Shares
Fullbridge, Inc.Preferred shares, Series DCommon Shares
Fullbridge, Inc.Convertible Promissory
Note 10% Due 3/2/2016
Junior Note, 1.49%,
November 9, 2021
Fullbridge, Inc.Convertible Promissory
Note 10% Due 3/14/2017
Junior Note, 1.49%,
November 9, 202129

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

Schedule of Investments In, and Advances Toto, Affiliates

Transactions during the ninesix months ended SeptemberJune 30, 20172023 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

Type/Industry/Portfolio Company/Investment 

Principal/

Quantity

  

Interest, Fees, or

Dividends Credited

in Income

  Fair Value at December 31, 2022   

Realized

Gains/(Losses)

 

Unrealized

Gains/(Losses)

  Fair Value at June 30, 2023  

Percentage

of Net

Assets

 
CONTROLLED INVESTMENTS*(2)                            
Options                      
Special Purpose Acquisition Company                      
Colombier Sponsor LLC**–Class W Units(7)  2,700,000  $  $1,157,487  $ $1,083,513  $2,241,000   1.20%
Total Options         1,157,487     1,083,513   2,241,000   1.20%
Preferred Stock                            
Clean Technology                            
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A(4)  14,300,000      984,028     (50,000)  934,028   0.50%
Total Preferred Stock         984,028     (50,000)  934,028   0.50%
Common Stock                            
Clean Technology                            
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares  100,000                 %
Mobile Finance Technology                            
Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** $10,000,000   554,425   10,000,000        10,000,000   5.36%
Special Purpose Acquisition Company                      
Colombier Sponsor LLC**–Class B Units(7)  1,976,032      1,554,355     13,387,250   14,941,605   8.00%
Total Common Stock      554,425   11,554,355     13,387,250   24,941,605   13.36%
TOTAL CONTROLLED INVESTMENTS*(2)     $554,425  $13,695,870  $ $14,420,763  $28,116,633   15.06%
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)                            
Debt Investments                            
Global Innovation Platform                            
OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024(3) $1,010,198  $  $1,988,200  $ $(1,027,809) $960,391   0.51%
Total Debt Investments         1,988,200      (1,027,809)  960,391   0.51%
Preferred Stock                            
Knowledge Networks                            
Maven Research, Inc.–Preferred shares, Series C  318,979                 %
Maven Research, Inc.–Preferred shares, Series B  49,505                 %
Total Knowledge Networks                    %
Digital Media Platform                            
Ozy Media, Inc.–Preferred shares, Series C-2 6%(8)           (2,414,178) 2,414,178      %
Ozy Media, Inc.–Preferred shares, Series B 6%(8)           (4,999,999) 4,999,999      %
Ozy Media, Inc.–Preferred shares, Series A 6%(8)           (3,000,200) 3,000,200      %
Ozy Media, Inc.–Preferred shares, Series Seed 6%(8)           (500,000

)
 500,000      %
Total Digital Media Platform            (10,914,377) 10,914,377      %
Interactive Learning                            
StormWind, LLC–Preferred shares, Series D 8%(5)  329,337      533,429     29,610   563,039   0.30%
StormWind, LLC–Preferred shares, Series C 8%(5)  2,779,134      5,675,081     277,529   5,952,610   3.19%
StormWind, LLC–Preferred shares, Series B 8%(5)  3,279,629      3,550,631     294,866   3,845,497   2.06%
StormWind, LLC–Preferred shares, Series A 8%(5)  366,666      191,694     32,966   224,660   0.12%
Total Interactive Learning         9,950,835     634,971   10,585,806   5.67%
Total Preferred Stock         9,950,835   (10,914,377) 11,549,348   10,585,806   5.67%
                             
Options                            
Digital Media Platform                            
Ozy Media, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028(8)    $          $  $(30,647)$30,647  $   %
Global Innovation Platform                            
OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023  250,000                  %
OneValley, Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024(6)  1      652,127      (652,127)     %
Total Global Innovation Platform         652,127      (652,127)     %
Total Options         652,127   (30,647)  (621,480)     %
Common Stock                            
Online Education                            
Curious.com, Inc.–Common shares  1,135,944                  %
Total Common Stock                     %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)     $          $12,591,162   $(10,945,025)  $9,900,060  $11,546,197   6.18%

30

         
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest, Fees, or Dividends Credited
in Income
 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization
 Sales Realized Gains/
(Losses)
 Unrealized Gains/
(Losses)
 Fair Value at September 30, 2017 Percentage
of
Net Assets
CONTROLLED INVESTMENTS*(2)
                                             
Debt Investments
                                             
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Convertible Promissory Note 8% Due 07/31/2018***
  560,199  $77,151  $427,900  $105,890  $  $  $26,409  $560,199   0.27
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Unsecured Promissory Note 12% Due 5/29/2017***(4)
     50,146   496,725   24,195   (526,000     5,080      0.00
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Unsecured Promissory Note 12% Due 11/29/2017***(4)
  557,735   69,237      533,353         0   533,353   0.25
Total Global Innovation Platform       196,534   924,625   663,438   (526,000     31,489   1,093,552   0.52
Total Debt Investments      $196,534  $924,625  $663,438  $(526,000 $  $31,489  $1,093,552   0.52
Preferred Stock
                                             
Clean Technology
                                             
SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.) – Preferred shares, Class A***
  14,300,000   475,000   4,309,778            (2,942,585  1,367,193   0.65
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-4
  3,720,424      2,715,910            2,473,438   5,189,348   2.48
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-3
  1,561,625      952,591            862,573   1,815,164   0.87
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-2
  450,001      166,500            147,336   313,836   0.15
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred stock Series A-1
  1,000,000      270,000            253,060   523,060   0.25
Total Global Innovation Platform          4,105,001            3,736,407   7,841,408   3.75

TABLE OF CONTENTS

GSVSURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

         
         
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest, Fees, or Dividends Credited
in Income
 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization
 Sales Realized Gains/
(Losses)
 Unrealized Gains/
(Losses)
 Fair Value at September 30, 2017 Percentage
of
Net Assets
Interactive Learning
                                             
StormWind, LLC(3) –  Preferred shares,
Series C
  2,779,134  $  $4,650,838  $  $  $  $3,205,182  $7,856,020   3.75
StormWind, LLC(3) – Preferred shares, Series B  3,279,629      4,470,403            1,529,645   6,000,048   2.86
StormWind, LLC(3) – Preferred shares, Series A  366,666      499,796            8,945   508,741   0.24
Total Interactive Learning          9,621,037            4,743,772   14,364,809   6.85
Total Preferred Stock      $475,000  $18,035,816  $  $  $  $5,537,594  $23,573,410   11.25
Warrants
                                             
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-3 – Strike Price $1.33, Expiration Date
4/4/2019
  187,500  $  $5,625  $  $  $  $7,500  $13,125   0.01
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-4 – Strike Price $1.33, Expiration Date
10/6/2019
  500,000      40,000            125,000   165,000   0.08
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-4 – Strike Price $1.33, Expiration Date 7/18/2021
  250,000      22,500            77,500   100,000   0.05
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series A-4 – Strike Price $1.33, Expiration Date
11/29/2021
  100,000      9,000            31,000   40,000   0.02
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Preferred Warrant Series B – Strike Price $2.31, Expiration Date 5/29/2022(4)
  125,000         70,379         10,871   81,250   0.04
Total Global Innovation Platform          77,125   70,379         251,871   399,375   0.20
Total Warrants      $  $77,125  $70,379  $  $  $251,871  $399,375   0.20
Common Stock
                                             
Clean Technology
                                             
SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.) – Common shares
  100,000                        0.00% 

 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

         
         
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest, Fees, or Dividends Credited
in Income
 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization
 Sales Realized Gains/
(Losses)
 Unrealized Gains/
(Losses)
 Fair Value at September 30, 2017 Percentage
of
Net Assets
Global Innovation Platform
                                             
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) – Common shares
  200,000  $  $  $  $  $  $  $   0.00
Total Common Stock    $  $  $  $  $  $  $   0.00
TOTAL CONTROLLED INVESTMENTS*(2)    $671,534  $19,037,566  $733,817  $(526,000)  $  $5,820,954  $25,066,337   11.97% 
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
                                             
Debt Investments
                                             
Corporate Education
                                             
CUX, Inc.
(d/b/a CorpU) – Senior Subordinated Convertible Promissory Note 8%
Due 11/26/2018 ***(6)
  1,166,400  $69,792  $1,166,400  $  $  $  $  $1,166,400   0.56
Digital Media Platform
                                             
Ozy Media, Inc – Convertible Promissory Note 5%,
Due 02/28/2018***
  2,000,000   74,795   2,000,000               2,000,000   0.95
Social Cognitive Learning
                                             
Declara, Inc. – Convertible Promissory Note 9%
Due 12/31/2017***(8)
  2,120,658   (523  2,827,020   800         (617,409  2,210,411   1.06
Sports Analytics
                                             
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Promissory Note, 12%, 11/17/2017***  28,008  $(90 $26,544  $3,289  $  $  $(29,833 $   0.00
Total Debt Investments      $143,974  $6,019,964  $4,089  $  $  $(647,242 $5,376,811   2.57
Preferred Stock
                                             
Corporate Education
                                             
CUX, Inc. (d/b/a CorpU) – Convertible preferred shares, Series D  169,033      775,861               775,861   0.37
CUX, Inc. (d/b/a CorpU) – Convertible preferred shares, Series C  615,763      1,913,484            (607,088  1,306,396   0.62
Total Corporate Education          2,689,345            (607,088  2,082,257   0.99
Globally-Focused Private School
                                             
Whittle Schools, LLC(5) – Preferred shares, Series B  3,000,000      3,000,000               3,000,000   1.43
Online Education
                                             
Curious.com, Inc. – Preferred shares, Series B  3,407,834      9,984,954   280         (4,025,047  5,960,187   2.85% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

         
         
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest, Fees, or Dividends Credited
in Income
 Fair Value at December 31, 2016 Purchases, Capitalized Fees,
Interest and Amortization
 Sales Realized Gains/
(Losses)
 Unrealized Gains/
(Losses)
 Fair Value at September 30, 2017 Percentage
of
Net Assets
Sports Analytics
                                             
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred shares, Series A  1,864,495  $  $484,769  $  $  $  $(484,769 $   0.00
Social Cognitive Learning
                                             
Declara, Inc. – Preferred shares, Series A  10,716,390      4,786,654            (3,991,885  794,769   0.38
Education Media Platform
                                             
EdSurge, Inc. – Preferred shares, Series A-1  378,788      500,000               500,000   0.24
EdSurge, Inc. – Preferred shares, Series A  494,365      588,294            (88,293  500,001   0.24
Total Education Media Platform          1,088,294            (88,293  1,000,001   0.48
Education Technology
                                             
Global Education Learning (Holdings) Ltd. **(9)  – Preferred shares, Series A                 (675,495  675,495      0.00
Knowledge Networks
                                             
Maven Research, Inc. -Preferred shares, Series C  318,979      1,999,998            (1,499,998  500,000   0.24
Maven Research, Inc. -Preferred shares, Series B  49,505      223,763            (173,887  49,876   0.02
Total Knowledge Networks          2,223,761            (1,673,885  549,876   0.26
Digital Media Platform
                                             
OzyMedia, Inc. – Preferred shares, Series B  922,509      4,999,999            (609,112  4,390,887   2.10
OzyMedia, Inc. – Preferred shares, Series A  1,090,909      3,000,000            (366,216  2,633,784   1.26
OzyMedia, Inc. – Preferred shares, Series Seed  500,000      610,000            (171,036  438,964   0.21
Total Digital Media Platform          8,609,999            (1,146,364  7,463,635   3.57
Social Media
                                             
AlwaysOn, Inc. – Preferred shares, Series A-1(10)    $  $  $  $  $(876,023 $876,023  $   0.00
AlwaysOn, Inc. – Preferred shares, Series A(10)                 (1,027,391  1,027,391      0.00
Total Social Media                 (1,903,414  1,903,414      0.00
Total Preferred Stock      $  $32,867,776  $280  $  $(2,578,909 $(9,438,422 $20,850,725   9.95
Common Stock
                                             
Big Data Consulting
                                             
Strategic Data Command, LLC(7) – Common shares  2,400,000      2,052,555            4,600   2,057,155   0.98% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/InvestmentPrincipal/
Quantity
Interest, Fees, or Dividends Credited
in Income
Fair Value at December 31, 2016Purchases, Capitalized Fees,
Interest and Amortization
SalesRealized Gains/
(Losses)
Unrealized Gains/
(Losses)
Fair Value at September 30, 2017Percentage
of
Net Assets
Globally-Focused Private School
Whittle Schools, LLC(5) – Common shares229$$1,500,000$$$$$1,500,0000.72
Total Common Stock$$3,552,555$$$$4,600$3,557,1551.70
Warrants
Sports Analytics
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/20225,3600.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021175,8150.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/202138,5940.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020160,8060.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017500,0000.00
Total Sports Analytics0.00
Corporate Education
CUX, Inc. (d/b/a CorpU) -Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/25/201816,9034,395(1,8602,5350.00
Social Media
AlwaysOn, Inc. – Preferred Warrants Series A, $1.00 strike price, expire 1/9/2017(10)0.00
Total Warrants$$4,395$$$$(1,860$2,5350.00
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)$143,974$42,444,690$4,369$$(2,578,909)$(10,082,924)$29,787,22614.23%

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

**All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Unless otherwise noted, all investments were pledged as collateral underPreferred dividends are generally only payable when declared and paid by the Credit Facility.portfolio company’s board of directors. The Company’s and GSV Asset Management, LLC’sdirectors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s boardBoard of directors.Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”).
**Indicates assets that GSVSuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of June 30, 2023, 20.76% of its total investments are non-qualifying assets.
***Investment is income-producing.
(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSVSuRo Capital Corp. if GSVSuRo Capital Corp. beneficially owns, directly or indirectly, between 5% or moreand 25% of the voting securities (i.e., securities with the right to elect directors) of such company.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company ownedbeneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
(3)As of June 30, 2023, the investments noted had been placed on non-accrual status.
(4)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 rate. 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.
(5)SuRo Capital Corp.’s investmentinvestments in StormWind, LLC isare held through its wholly-ownedSuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc.
(4)
(6)On May 29, 2017,August 23, 2019, SuRo Capital Corp. amended the maturity datestructure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the unsecured promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was extended to November 29, 2017 in exchange for 125,000 Series B warrants. For accounting purposes, the extension of the maturity date was treated as an extinguishment of the existing note and creation of a new note.
(5)GSVagreement, SuRo Capital Corp.’s investment in Whittle Schools,equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period.
(7)Colombier Sponsor LLC is held through its wholly-owned subsidiary, GSVC WS Holdings,the sponsor of Colombier Acquisition Corp., a SPAC 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.
(8)On March 1, 2023, Ozy Media, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(6)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(7)GSVsuspended operations. On May 4, 2023, SuRo Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary, GSVC SVDS Holdings, Inc.
(8)On July 1, 2017, the maturity date of the convertible promissory note to Declara, Inc. was extended to December 31, 2017.
(9)The Company wrote-off abandoned its investment in Global Education Learning (Holdings) Ltd. during the three months ended June 30, 2017.Ozy Media, Inc.

(10)The Company wrote-off its investment in AlwaysOn, Inc. during the three months ended March 31 2017.

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

Schedule of Investments In, and Advances to, Affiliates

Transactions during the year ended December 31, 20162022 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Type/Industry/Portfolio Company/Investment 

Principal/

Quantity

  

Interest, Fees, or

Dividends Credited

in Income

  Fair Value at December 31, 2021  Transfer In/ (Out)  

Purchases,

Capitalized Fees,

Interest and

Amortization

  Sales  

Realized

Gains/(Losses)

  

Unrealized

Gains/(Losses)

  Fair Value at December 31, 2022  

Percentage

of Net

Assets

 
CONTROLLED INVESTMENTS*(2)                                        
Options                               
Special Purpose Acquisition Company                               
Colombier Sponsor LLC**–Class W Units(7)  2,700,000  $  $1,157,487  $             $               $  $                       $  $1,157,487   0.55%
Total Options         1,157,487                  1,157,487   0.55%
Preferred Stock                                        
Clean Technology                                        
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A(4)  14,300,000      1,047,033               (63,005)  984,028   0.47%
Total Preferred Stock         1,047,033               (63,005)  984,028   0.47%
Common Stock                                        
Clean Technology                                        
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares  100,000                           %
Mobile Finance Technology                                        
Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** $10,000,000   1,685,000   10,000,000                  10,000,000   4.76%
Special Purpose Acquisition Company                               
Colombier Sponsor LLC**–Class B Units(7)  1,976,033      1,554,354               1   1,554,355   0.74%
Total Common Stock      1,685,000   11,554,354               1   11,554,355   5.50%
TOTAL CONTROLLED INVESTMENTS*(2)     $1,685,000  $13,758,874  $  $  $  $  $(63,004) $13,695,870   6.52%
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)                                        
Debt Investments                                        
Global Innovation Platform                                        
OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024(3) $1,010,198  $            $505,099  $          $               $  $                $1,483,101  $1,988,200   0.95%
Total Debt Investments         505,099               1,483,101   1,988,200   0.95%
Preferred Stock                                        
Knowledge Networks                                        
Maven Research, Inc.–Preferred shares, Series C  318,979                           %
Maven Research, Inc.–Preferred shares, Series B  49,505                           %
Total Knowledge Networks                              %
Digital Media Platform                                        
Ozy Media, Inc.–Preferred shares, Series C-2 6%  683,482                            %
Ozy Media, Inc.–Preferred shares, Series B 6%  922,509                           %
Ozy Media, Inc.–Preferred shares, Series A 6%  1,090,909                           %
Ozy Media, Inc.–Preferred shares, Series Seed 6%  500,000                           %
Total Digital Media Platform                              %
Interactive Learning                                        
StormWind, LLC–Preferred shares, Series D 8%(5)  329,337      621,093                (87,664)  533,429   0.25%
StormWind, LLC–Preferred shares, Series C 8%(5)  2,779,134      6,496,729               (821,648)  5,675,081   2.70%
StormWind, LLC–Preferred shares, Series B 8%(5)  3,279,629      4,423,607               (872,976)  3,550,631   1.69%
StormWind, LLC–Preferred shares, Series A 8%(5)  366,666      289,293               (97,599)  191,694   0.09%
Total Interactive Learning         11,830,722               (1,879,887)  9,950,835   4.74%
Total Preferred Stock         11,830,722               (1,879,887)  9,950,835   4.74%
Options                                        
Digital Media Platform                                        
Ozy Media, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028  295,565  $          $  $         $             $  $  $  $   %
Global Innovation Platform                                        
OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022                    (70,379)  70,379      %
OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023  250,000      5,000               (5,000)     %
OneValley, Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024(6)  1      2,268,268               (1,616,141)  652,127   0.31%
Total Global Innovation Platform         2,273,268             (70,379)  (1,550,762)  652,127   0.31%
Total Options         2,273,268            (70,379)  (1,550,762)  652,127   0.31%
Common Stock                                        
Online Education                                        
Curious.com, Inc.–Common shares  1,135,944                           %
Total Common Stock                              %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)     $  $14,609,089  $  $  $  $(70,379) $(1,947,548) $12,591,162   6.00%

32

Schedule of Investments In and Advances To Affiliates

           
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
CONTROLLED INVESTMENTS*(2)
                                                       
Debt Investments
                                                       
Global Innovation Platform
                                                       
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Convertible Promissory Note 8% Due 07/31/2017***  500,000  $16,889  $  $  $425,620  $31,972  $  $  $(29,692 $427,900   0.22
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Convertible Promissory Note 8% Due 06/30/16***     48,248         (500,000  500,000               0.00
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Promissory Note 10% Due 11/23/2016***     26,000            500,000   (500,000           0.00
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Unsecured Promissory Note 12% Due 05/29/2017***  526,000   10,862            501,802        $(5,077  496,725   0.26
Total Global Innovation Platform       101,999         (74,380  1,533,774   (500,000     (34,769  924,625   0.48
Total Debt Investments      $101,999  $  $  $(74,380 $1,533,774  $(500,000 $  $(34,769 $924,625   0.48
Preferred Stock
                                                       
Clean Technology
                                                       
SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.) –  Preferred shares, Class A
  14,300,000      6,250,000                  (1,940,222  4,309,778   2.24

TABLE OF CONTENTS

GSVSURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

2023

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
Global Innovation Platform
                                                       
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series D
    $  $4,960,565  $  $(4,904,498 $  $  $  $(56,067 $   0.00
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series C
        1,733,404      (2,005,730           272,326      0.00
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series B
              (605,500           605,500      0.00
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred shares, Series A
              (1,021,778           1,021,778      0.00
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-4
  3,720,424            4,904,498            (2,188,588  2,715,910   1.41
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-3
  1,561,625            2,005,730            (1,053,139  952,591   0.50
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-2
  450,001            605,500            (439,000  166,500   0.09
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred stock Series A-1
  1,000,000            1,021,778            (751,778  270,000   0.14
Total Global Innovation Platform          6,693,969                  (2,588,968  4,105,001   2.14
Interactive Learning                                                     
StormWind, LLC –  Preferred shares,
Series C(4)
  2,779,134  $  $4,599,718  $  $  $  $  $  $51,120  $4,650,838   2.42% 

 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
StormWind, LLC – Preferred shares,
Series B(4)
  3,279,629  $  $4,633,228  $  $  $  $  $  $(162,825 $4,470,403   2.33
StormWind, LLC – Preferred shares, Series A (4)  366,666      518,000                  (18,204  499,796   0.26
Total Interactive Learning          9,750,946                  (129,909  9,621,037   5.01
Total Preferred Stock      $  $22,694,915  $  $  $  $  $  $(4,659,099 $18,035,816   9.39
Warrants
                                                       
Global Innovation Platform
                                                       
NestGSV, Inc.
(d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-4 – Strike Price $1.33333, Expiration Date 10/6/2019
  500,000                        40,000   40,000   0.02
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-4 – Strike Price $1.33333, Expiration Date 7/18/2021  250,000            74,380            (51,880  22,500   0.01
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-4 – Strike Price $1.33333, Expiration Date 11/29/2021  100,000               29,275         (20,275  9,000   0.00
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred Warrant Series A-3 – Strike Price $1.33333, Expiration Date 4/4/2019  187,500                        5,625   5,625   0.00% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred warrants, Series D – $1.33 Strike Price, Expiration Date 10/6/2019    $  $145,000  $  $  $  $  $  $(145,000 $   0.00
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred warrants, Series C – $1.33 Strike Price, Expiration Date 4/4/2019        31,875                  (31,875     0.00
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Preferred warrants Series D – Strike Price $1.33, Expiration Date 7/18/2021                                0.00
Total Global Innovation Platform          176,875      74,380   29,275         (203,405  77,125   0.03
Total Warrants      $  $176,875  $  $74,380  $29,275  $  $  $(203,405 $77,125   0.03
Common Stock
                                                       
Global Innovation Platform
                                                       
NestGSV, Inc. (d/b/a GSV Labs, Inc.) –  Common
shares
  200,000                              0.00
Clean Technology
                                                       
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) –  Common shares  100,000  $  $  $  $  $  $  $  $  $   0.00
Total Common Stock    $  $  $  $  $  $  $  $  $   0.00
TOTAL CONTROLLED INVESTMENTS*(2)    $101,999  $22,871,790  $  $  $1,563,049  $(500,000)  $  $(4,897,273)  $19,037,566   9.90% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
NON-CONTROLLED/AFFILIATE INVESTMENTS*(1)
                                                       
Debt Investments
                                                       
Corporate Education
                                                       
CUX, Inc. (d/b/a CorpU) –  Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(5)  1,166,400  $87,318  $1,080,000  $  $  $86,400  $  $  $  $1,166,400   0.61
Digital Media Platform
                                                       
Ozy Media, Inc. –  Convertible Promissory Note 5%, Due 02/28/2018***  2,000,000   33,700            2,000,000            2,000,000   1.04
Social Cognitive Learning
                                                       
Declara, Inc. –  Convertible Promissory Note 9% Due 6/30/2017***  2,120,658   120,523   2,000,000         120,658         706,362   2,827,020   1.47
Sports Analytics
                                                       
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Promissory Note, 12%, 11/17/2017***  25,000   3,304   25,000         736         808   26,544   0.01
Business Education
                                                       
Fullbridge, Inc. –  Convertible Promissory Note, 10% Due 3/2/2016(8)     (85,829  1,020,859   (354,075     400         (667,184     0.00
Fullbridge, Inc. –  Convertible Promissory Note, 10% Due 3/14/2017(8)           (935,849     1,000,000         (64,151     0.00
Total Business Education     (85,829  1,020,859   (1,289,924     1,000,400         (731,335     0.00
Total Debt
Investments
      $159,016  $4,125,859  $(1,289,924 $  $3,208,194  $  $  $(24,165 $6,019,964   3.13% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
Preferred Stock
                                                       
Corporate Education
                                                       
CUX, Inc. (d/b/a CorpU) –  Convertible preferred shares, Series D  169,033  $  $775,861  $  $  $  $  $  $  $775,861   0.40
CUX, Inc. (d/b/a CorpU) –  Convertible preferred shares, Series C  615,763      1,959,127                  (45,643  1,913,484   1.00
Total Corporate Education          2,734,988                  (45,643  2,689,345   1.40
Globally-Focused Private School
                                                       
Whittle Schools, LLC – Preferred shares, Series B(3)  3,000,000  $  $3,000,000  $  $  $  $  $  $  $3,000,000   1.56
Online Education
                                                       
Curious.com Inc. –  Preferred shares, Series B  3,407,834      9,996,311         2,000,003         (2,011,360  9,984,954   5.20
Sports Analytics
                                                       
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred shares, Series A  1,864,495      1,156,175                  (671,406  484,769   0.26
Social Cognitive Learning
                                                       
Declara, Inc. –  Preferred shares, Series A  10,716,390      9,999,999                  (5,213,345  4,786,654   2.49
Education Media Platform
                                                       
EdSurge, Inc. –  Preferred shares, Series A-1  378,788      500,000         400         (400  500,000   0.26
EdSurge, Inc. –  Preferred shares, Series A  494,365      524,867                  63,427   588,294   0.31
Total Education Media Platform          1,024,867         400         63,027   1,088,294   0.57% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
Education Technology
                                                       
Global Education Learning (Holdings) Ltd. – Preferred shares, Series A **  2,126,475  $  $  $  $  $120  $  $  $(120 $   0.00
Knowledge Networks
                                                       
Maven Research, Inc. – Preferred shares,
Series C
  318,979      1,999,998                     1,999,998   1.04
Maven Research, Inc. – Preferred shares,
Series B
  49,505      249,691                  (25,928  223,763   0.12
Total Knowledge Networks          2,249,689                  (25,928  2,223,761   1.16
Digital Media Platform
                                                       
Ozy Media, Inc. –  Preferred shares, Series B  922,509      4,690,178                  309,821   4,999,999   2.60
Ozy Media, Inc. – Preferred shares,
Series A
  1,090,909      3,907,004                  (907,004  3,000,000   1.56
Ozy Media, Inc. –  Preferred shares, Series Seed  500,000      1,531,812                  (921,812  610,000   0.32
Total Digital Media Platform          10,128,994                  (1,518,995  8,609,999   4.48
Social Media
                                                       
AlwaysOn, Inc. –  Preferred shares, Series A-1  4,465,925      133,978                  (133,978     0.00
AlwaysOn, Inc. –  Preferred shares, Series A  1,066,626      191,993                  (191,993     0.00
Total Social Media          325,971                  (325,971     0.00
Business Education
                                                       
Fullbridge, Inc. –  Preferred shares, Series D(8)        3,111,714         1,040         (3,112,754     0.00
Fullbridge, Inc. – Preferred shares, Series C(8)        1,625,001                  (1,625,001     0.00% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
Total Business Education      $  $4,736,715  $  $  $1,040  $  $  $(4,737,755 $   0.00
Cash Payment Network
                                                       
Handle Financial, Inc. (f/k/a PayNearMe, Inc.) – Preferred shares, Series E(8)    $  $13,974,887  $(13,974,887 $  $  $  $  $  $   0.00
Total Preferred Stock      $  $59,328,596  $(13,974,887 $  $2,001,563  $  $  $(14,487,496 $32,867,776   17.11
Common Stock
                                                       
Big Data Consulting
                                                       
Strategic Data Command, LLC – Common shares(7)  2,400,000      1,001,650                  1,050,905   2,052,555   1.07
Globally-Focused Private School
                                                       
Whittle Schools, LLC – Common shares(3)  229      1,500,000                     1,500,000   0.78
Consumer Health Technology
                                                       
Orchestra One, Inc. (f/k/a Learnist Inc.) – Common shares (6)  57,026      4,364   (4,364                    0.00
Total Common Stock      $  $2,506,014  $(4,364 $  $  $  $  $1,050,905  $3,552,555   1.85
Warrants
                                                       
Sports Analytics
                                                       
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022  5,360      429                  (429     0.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021  175,815      14,065                  (14,065     0.00% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) –  Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021  38,594  $  $3,088  $  $  $  $  $  $(3,088 $   0.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020  160,806      12,864                  (12,864     0.00
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i)) – Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017  500,000      55,000                  (55,000     0.00
Total Sports Analytics          85,446                  (85,446     0.00
Corporate Education
                                                       
CUX, Inc. (d/b/a CorpU) – Preferred warrants, $4.59 Strike Price, Expiration Date 2/25/2018  16,903      10,142                  (5,747  4,395   0.00
Social Media
                                                       
AlwaysOn, Inc. – Preferred warrants Series A, $1.00 Strike Price, Expiration Date 1/9/2017  109,375  $  $  $  $  $  $  $  $  $   0.00% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
Business Education
                                                       
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 3/2/2020(8)    $  $2,831  $  $  $  $  $  $(2,831 $   0.00
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020(8)        1,862                  (1,862     0.00
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019(8)        1,923                  (1,923     0.00
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 4/3/2019(8)        4,121                  (4,121     0.00
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 10/10/2018(8)        824                  (824     0.00
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018(8)        824                  (824     0.00
Fullbridge, Inc. – Common warrants, $0.91 Strike Price, Expiration Date 2/18/2019(8)        7,143                  (7,143     0.00
Total Business Education          19,528                  (19,528     0.00
Total Warrants    $  $115,116  $  $  $  $  $  $(110,721 $4,395   0.00% 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

           
           
Schedule of Investments In and Advances To Affiliates
Type/Industry/Portfolio Company/Investment Principal/
Quantity
 Interest,
Fees, or
Dividends
Credited
in Income
 Fair Value at
December 31,
2015
 Transfer
from Control
Investment to
Non-Control/
Non-Affiliate
Investment
 Corporate
Action
 Purchases Sales Realized
Gains/
(Losses)
 Unrealized
Gains/
(Losses)
 Fair Value
at
December 31,
2016
 Percentage
of
Net Assets
TOTAL NON-CONTROLLED/
AFFILIATE INVESTMENTS*(1)
    $159,016  $66,075,585  $(15,269,175)  $  $5,209,757  $  $  $(13,571,477)  $42,444,690   22.09% 

**All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Unless otherwise noted, all investments were pledged as collateral underPreferred dividends are generally only payable when declared and paid by the Credit Facility.portfolio company’s board of directors. The Company’s and GSV Asset Management, LLC’sdirectors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s boardBoard of directors.Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”).
**Indicates assets that GSVSuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of December 31, 2022, 14.47% of its total investments are non-qualifying assets.
***Investment is income-producing.

(1)Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSVSuRo Capital Corp. if GSVSuRo Capital Corp. beneficially owns, directly or indirectly, between 5% or moreand 25% of the voting securities (i.e., securities with the right to elect directors) of such company.
(2)Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSVSuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company ownedbeneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
(3)As of December 31, 2022, the investments noted had been placed on non-accrual status.
(4)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 rate. 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.
(5)SuRo Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC, as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
(4)GSV Capital Corp.’s investmentinvestments in StormWind, LLC isare held through its wholly-ownedSuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc.
(5)
(6)Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018).
(6)GSVOn August 23, 2019, SuRo Capital Corp.’s ownership percentage amended the structure of its investment in Orchestra One,OneValley, Inc. (f/k/a LearnistNestGSV, Inc.) decreased to below 5% and, as such, Orchestra One, Inc. is no longer classified as an “affiliate investment” as of September 30, 2016.. As such, the Company has reflected a “transfer out”part of the “Affiliate Investment” category above as of September 30, 2016 to indicate that the investment in Orchestra One, Inc., while still held as of September 30, 2016, does not meet the criteria of an affiliate investment as defined in the Investment Company Act of 1940.
(7)GSVagreement, SuRo Capital Corp.’s investment in Strategic Data Command,equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period.
(7)Colombier Sponsor LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.the sponsor of Colombier Acquisition Corp., 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.

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SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

2023

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

(8)GSV Capital Corp.’s ownership percentage in Handle Financial, Inc. (f/k/a PayNearMe, Inc.) and Fullbridge, Inc. decreased to below 5% and, as such, Handle Financial, Inc. (f/k/a PayNearMe, Inc.) and Fullbridge, Inc. are no longer classified as “affiliate investments” as of December 31, 2016. As such, the Company has reflected a “transfer out” of the “Affiliate Investment” category above as of December 31, 2016 to indicate that the investment in Handle Financial, Inc. (f/k/a PayNearMe, Inc.) and Fullbridge, Inc., while still held as of December 31, 2016, does not meet the criteria of an affiliate investment as defined in the Investment Company Act of 1940.

NOTE 4 — SHARE REPURCHASE PROGRAM, EQUITY OFFERINGS AND RELATED EXPENSES

5—COMMON STOCK

Share Repurchase Program

On August 7,8, 2017, the Company’s board of directors authorizedCompany announced a $5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $0.01$0.01 par value per share, of up to $5.0$5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0$5.0 million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). During each of the three and nine months ended September 30,On November 7, 2017, the Company repurchased 574,109Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common stock pursuant tothat may be repurchased under the discretionary Share Repurchase Program for anuntil the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of $2,800,810. For more information on the Share Repurchase Program, see “Part II. Item 2. Unregistered SalesCompany’s common stock. On May 3, 2018, the Company’s Board of Equity Securities and UseDirectors authorized a $5.0 million increase in the amount of Proceeds.”

No new shares of the Company’s common stock were issued duringthat may be repurchased under the ninediscretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of the Company’s common stock. On November 1, 2018, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of our common stock. On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock. On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock. On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock. On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock. On March 13, 2022, our Board of Directors authorized a $15.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $55.0 million in aggregate amount of our common stock. On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s 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 the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market provided that it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

During the three and six months ended SeptemberJune 30, 20172023, the Company did not repurchase any shares of the Company’s common stock under the Share Repurchase Program. During the three and 2016, respectively.six months ended June 30, 2022, the Company repurchased 855,159 and 1,008,676 shares of the Company’s common stock under the Share Repurchase Program. As of June 30, 2023, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $16.4 million.

Modified Dutch Auction Tender Offer

On March 17, 2023, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase up to 3,000,000 shares of its common stock from its stockholders, which expired on April 17, 2023. In accordance with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $3.00 per share and not greater than $4.50 per share.

Pursuant to the Modified Dutch Auction Tender Offer, the Company repurchased 3,000,000 shares, representing 10.6% of its outstanding shares, on or about April 21, 2023 at a price of $4.50 per share. The Company used available cash to fund the purchase of its shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

Amended and Restated 2019 Equity Incentive Plan

Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted under the Amended & Restated 2019 Equity Incentive Plan (as defined therein).

34

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GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

At-the-Market Offering

On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”). Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”). On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million. In connection with the upsize of the ATM Program to $150.0 million, the Company entered into Amendment No. 1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No. 1 to the Sales Agreement,” and together with the Initial Sales Agreement, the “Sales Agreement”). The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

The Agents will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

During the three and six months ended June 30, 2017
(Unaudited)

2023, the Company did not issue or sell shares under the ATM program. During the three and six months ended June 30, 2022, the Company issued and sold 0 and 17,807 shares, respectively, under the ATM Program at weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold. As of June 30, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

NOTE 5 — 6—NET INCREASE/(DECREASE)CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE — SHARE—BASIC AND DILUTED

The following information sets forth the computation of basic and diluted net increase/(decrease)increase in net assets resulting from operations per common share, pursuant to ASC 260, for the three and ninesix months ended SeptemberJune 30, 20172023 and 2016. The use of the if-converted method as promulgated under ASC 260 considers all potentially dilutive securities in a company’s capital structure when calculating diluted earnings per share, regardless of whether it would be economically beneficial for a holder of such potentially dilutive security to exercise their conversion option (such as out of the money warrants.) In scenarios where diluted net increase in net assets resulting from operations per share is higher than basic net increase in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the diluted net increase in net assets resulting from operations per share figure. In scenarios where diluted net decrease in net assets resulting from operations per share is lower than basic net decrease in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the net decrease in net assets resulting from operations per share figure.2022.

SCHEDULE OF BASIC AND DILUTED COMMON SHARE 

                 
  Three Months Ended June 30,   Six Months Ended June 30, 
  2023  2022  2023  2022 
Earnings per common share–basic:                
Net change in net assets resulting from operations $(15,620,024) $(94,339,688) $(11,003,515) $(73,883,233)
Weighted-average common shares–basic  25,952,447   30,633,878   27,158,786   30,929,321 
Earnings per common share–basic $(0.60) $(3.08) $

(0.41

) $(2.39)
Earnings per common share–diluted:                
Net change in net assets resulting from operations $(15,620,024) $(94,339,688) $

(11,003,515

) $(73,883,233)
Weighted-average common shares outstanding–diluted(1)  25,952,447   30,633,878   27,158,786   30,929,321 
Earnings per common share–diluted $(0.60) $(3.08) $(0.41) $(2.39)

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2017 2016 2017 2016
Earnings/(loss) per common share – basic:
                    
Net increase/(decrease) in net assets resulting from operations $10,071,004  $(2,273,339 $20,051,965  $(43,503,968
Weighted-average common shares – basic  22,000,571   22,181,003   22,120,198   22,181,003 
Earnings/(loss) per common share – basic: $0.46  $(0.10 $0.91  $(1.96
Earnings/(loss) per common share – diluted:
                    
Net increase/(decrease) in net assets resulting from operations, before adjustments $10,071,004  $(2,273,339 $20,051,965  $(43,503,968
Adjustments for interest on Convertible Senior Notes and deferred debt issuance costs  1,124,917      3,366,801    
Net increase/(decrease) in net assets resulting from operations, as adjusted  11,195,921   (2,273,339  23,418,766   (43,503,968
Weighted-average common shares outstanding – basic  22,000,571   22,181,003   22,120,198   22,181,003 
Adjustments for dilutive effect of Convertible Senior Notes(1)  5,751,815      5,751,815    
Weighted-average common shares outstanding – diluted  27,752,386   22,181,003   27,872,013   22,181,003 
Earnings/(loss) per common share – diluted $0.40  $(0.10 $0.84  $(1.96

(1)(1)For each of the three and ninesix months ended SeptemberJune 30, 2016, 5,710,2122023 and June 30, 2022, there were no potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net decrease in net assets resulting from operations per common share because the effectsecurities outstanding.

35

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 6 — 7—COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. At SeptemberAs of June 30, 2017 and December 31, 2016,2023, the Company had not entered into anyapproximately $5.8 million in non-binding investment agreements that required it to make a future investment in a portfolio company.

The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against it.

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 6 — COMMITMENTS AND CONTINGENCIES  – (continued)

rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations. The Company is not currently a party to any material legal proceedings.

NOTE 7 — FINANCIAL HIGHLIGHTS

Operating Leases and Related Deposits

The Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability for the operating lease obligation. The lease commenced June 3, 2019 and expires July 31, 2024. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.

As of June 30, 2023 and December 31, 2022, the Company booked a right-of-use asset and operating lease liability of $206,554 and $288,268, respectively, on the Condensed Consolidated Statement of Assets and Liabilities. As of June 30, 2023 and December 31, 2022, the Company recorded a security deposit of $16,574 and $16,574, respectively, on the Condensed Consolidated Statement of Assets and Liabilities. For the three months ended June 30, 2023 and 2022, the Company incurred $50,441 and $47,349, respectively, of operating lease expense. For the six months ended June 30, 2023 and 2022, the Company incurred $99,164 and $94,721, respectively, of operating lease expense. The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease. As of June 30, 2023, the remaining lease term was 1.1 years and the discount rate was 3.00%.

The following table shows future minimum payments under the Company’s operating lease as of June 30, 2023:

SCHEDULE OF FUTURE MINIMUM PAYMENTS OF OPERATING LEASE

     
For the Years Ended December 31, Amount 
2023  96,547 
2024  113,603 
Total $210,150 

36

  
 Three Months
Ended
September 30,
2017
 Three Months
Ended
September 30,
2016
Per Basic Share Data:
          
Net asset value at beginning of period $9.11(1)  $10.22(1) 
Net investment loss  (0.30)(1)   (0.19)(1) 
Realized gain  0.05(1)   0.12(1) 
Change in unrealized appreciation/(depreciation)  0.71(1)   (0.06)(1) 
Benefit from taxes on unrealized depreciation of investments  (1)   0.02(1) 
Dividends distributed     (0.04
Repurchase of common stock  0.12(1)    
Net asset value at end of period $9.69(1)  $10.08(1) 
Per share market value at end of period $5.41  $4.72 
Total return based on market value  24.65%(2)   (5.23)%(2) 
Total return based on net asset value  6.37%(2)   (0.59)%(2) 
Shares outstanding at end of period  21,606,894   22,181,003 
Ratios/Supplemental Data:
          
Net assets at end of period $209,379,965  $223,619,737 
Average net assets $201,557,182  $226,900,410 
Ratio of gross operating expenses to average net assets(3)  13.73  7.53
Ratio of net income tax provisions to average net assets(3)  (0.05)%   (0.96)% 
Ratio of operating expenses to average net assets(3)  13.68  6.57
Ratio of management fee waiver to average net assets(3)  (0.34)%   
Ratio of net operating expenses to average net assets(3)  13.34  6.57
Ratio of net investment loss to average net assets(3)  (13.04)%   (7.38)% 
Portfolio Turnover Ratio  0.00  0.82

TABLE OF CONTENTS

GSVSURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

2023

NOTE 7 — 8—FINANCIAL HIGHLIGHTS  – (continued)

SCHEDULE OF FINANCIAL HIGHLIGHTS

                 
  Three Months Ended June 30,  Six Months Ended June 30, 
  2023  2022  2023  2022 
Per Basic Share Data                
Net asset value at beginning of the year $7.59  $12.22  $7.39  $11.72 
Net investment loss(1)  (0.15)  (0.12)  (0.30)  (0.26)
Net realized gain/(loss) on investments(1)  (0.51)  (0.06)  (0.48)  0.04 
Net change in unrealized appreciation/(depreciation) of investments(1)  0.06   (2.89)  0.37   (2.17)
Dividends declared           (0.11)
Issuance of common stock from public offering(1)           0.01 
Repurchase of common stock(1)  

0.33

   0.07   

0.33

   (0.01)
Stock-based compensation(1)  0.03   0.02   0.04   0.02 
Net asset value at end of period $7.35  $9.24  $7.35  $9.24 
Per share market value at end of period $3.20  $6.40  $3.20  $6.40 
Total return based on market value(2)  (11.60)%  (25.84)%  (15.79)%  (49.14)%
Total return based on net asset value(2)  (3.16)%  (24.39)%  (0.54)%  (20.22)%
Shares outstanding at end of period  25,398,640   30,325,187   25,398,640   30,325,187 
Ratios/Supplemental Data:            
Net assets at end of period $186,692,724  $280,172,472  $186,692,724  $280,172,472 
Average net assets $205,097,855  $378,428,728  $207,210,870  $371,249,600 
Ratio of net operating expenses to average net assets(3)  10.13%  4.24%  10.41%  4.80%
Ratio of net investment loss to average net assets(3)  (7.44)%  (3.48)%  (7.81)%  (4.18)%
Portfolio Turnover Ratio  2.09%  1.57%  3.89%  2.05%

  
 Nine Months
Ended
September 30,
2017
 Nine Months
Ended
September 30,
2016
Per Basic Share Data:
          
Net asset value at beginning of period $8.66(1)  $12.08(1) 
Net investment loss  (0.78)(1)   (0.23)(1) 
Realized loss  (1.10)(1)   (0.10)(1) 
Change in unrealized appreciation/(depreciation)  2.79(1)   (1.65)(1) 
Benefit from taxes on unrealized depreciation of investments  (1)   0.02(1) 
Dividends distributed     (0.04
Repurchase of common stock  0.12(1)    
Net asset value at end of period $9.69(1)  $10.08(1) 
Per share market value at end of period $5.41  $4.72 
Total return based on market value  7.55%(2)   (28.03)%(2) 
Total return based on net asset value  11.89%(2)   (15.90)%(2) 
Shares outstanding at end of period  21,606,894   22,181,003 
Ratios/Supplemental Data:
          
Net assets at end of period $209,379,965  $223,619,737 
Average net assets $196,478,030  $250,723,620 
Ratio of gross operating expenses to average net assets(3)  12.74  2.80
Ratio of net income tax provisions to average net assets(3)  (0.02)%   (0.29)% 
Ratio of operating expenses to average net assets(3)  12.72  2.51
Ratio of management fee waiver to average net assets(3)  (0.36)%   
Ratio of net operating expenses to average net assets(3)  12.36  2.51
Ratio of net investment loss to average net assets(3)  (11.78)%   (2.72)% 
Portfolio Turnover Ratio  0.00  4.05

(1)(1)The per-share figures noted are basedBased on a weighted averageweighted-average number of 22,000,571, and 22,181,003 basic common shares outstanding for the three months ended September 30, 2017, and 2016, respectively. The per-share figures noted are based on a weighted average of 22,120,198 and 22,181,003 basic common shares outstanding for the nine months ended September 30, 2017 and 2016, respectively.relevant period.
(2)(2)Total return based on market value is based onupon the change in market price per share between the opening and ending market values per share in the period.period, adjusted for dividends and equity issuances. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share.share in the period, adjusted for dividends and equity issuances.
(3)(3)Financial Highlightshighlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Non-recurring expenses are not annualized. For each of the three and nine months ended September 30, 2017 and 2016, the Company did not incur any non-recurring expenses. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.

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GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

2023

NOTE 8 — 9—INCOME TAXES

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014 and has qualified to be treated as a RIC for subsequent taxable years and expectsyears. The Company intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. Accordingly, the Company must generally distribute at least 90% of its ICTIbe subject to qualify for the treatment accorded to a RIC. As part of maintaining tax treatment as a RIC undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth dayunder Subchapter M of the ninth month following the close of that fiscal year or (2) the extended due date for filing the U.S. federal income tax return for that fiscal year.

As a result of the Company electingCode and, as such, will not be subject to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return, it may be required to pay a corporate-level U.S. federal income tax on the portion of taxable income (including gains) distributed as dividends for U.S. federal income tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.

To qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

As a RIC, the Company will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes distributions treated as dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of our capital gain net built-inincome (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar year and (3) any ordinary income and net capital gains if any, in its assets (the amount byfor preceding years, but not distributed during such years and on which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) as of the date of conversionCompany paid no U.S. federal income tax. The Company will not be subject to a RIC (i.e., the beginning of the first taxable year thatthis excise tax on any amount on which the Company qualifiesincurred U.S. federal corporate income tax (such as the tax imposed on a RIC, which would be January 1, 2014) to the extent that such gains are recognized by the Company during the applicable recognition period, which is the five-year period beginningRIC’s retained net capital gains).

Depending on the datelevel of conversion.

Any corporate-level built-in-gains tax is payable at the time the built-in gains are recognized (which generally will be the years in which the assets with the built-in-gains are soldtaxable income earned in a taxable transaction).year, the Company may choose to carry over taxable income in excess of current taxable year distributions from such taxable income into the next taxable year and incur a 4% excise tax on such taxable income, as required. The maximum amount of this tax will vary depending onexcess taxable income that may be carried over for distribution in the assets that are actually soldnext taxable year under the Code is the total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in this five-year period,a taxable year may differ from the actual amountCompany’s taxable income for that taxable year as such distributions may include the distribution of net built-in gaincurrent taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable year, or loss presentreturns of capital.

The Company has taxable subsidiaries which hold certain portfolio investments in those assets asan effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the date of conversion,Code. These taxable subsidiaries are consolidated for GAAP and the effective tax ratesportfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements and are recorded at such times. The payment of any such corporate-level U.S. federalfair value. These taxable subsidiaries are not consolidated with the Company for income tax on built-in gains will be a Company expense that will reduce the amount available for distribution to stockholders. The built-in-gains tax is calculated by determining the RIC’s net unrealized built-in gains, if any, by which the fair market value of the assets of the RIC at the beginning of its first RIC year exceeds the aggregate adjusted basis of such assets at that time.

As of January 1, 2014, the Company had net unrealized built-in gains. It did not incur a built-in-gains tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses. The GSVC Holdings are C corporations for U.S. federalpurposes and statemay generate income tax purposes. The Company uses the assetexpense, or benefit, and liability method to account for the GSVC Holdings’ income taxes. Using this method, the Company recognizes deferred tax assets and liabilities as a result of their ownership of certain portfolio investments. Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for the estimated future tax effects attributable to temporary differences between the financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carryforwardseach year, except that it may useretain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to offset future tax obligations. carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.

The Company measuresis required to include net deferred tax assetsprovision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable. Taxable income generally differs from net income for financial reporting purposes due to temporary and liabilities usingpermanent differences in the enacted tax rates expected to apply torecognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income in the years in which it expects to recover or settle those temporary differences.until they are realized.

As of both September

38

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and December 31, 3016, the Company recorded a deferred tax liability of approximately $10.3 million, of which approximately $10.2 million has been recorded in the event that such gains are recognized by December 31, 2018, and approximately $0.2 million relates to the difference in the book and tax basis of certain equity investments and tax net operating losses held by the GSVC Holdings.2023

For U.S. federal and state income tax purposes, a portion of the GSVC Holdings’Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes.


TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 8 — INCOME TAXES  – (continued)

The Company and the GSVC HoldingsTaxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York, and California and may be subject to the taxing authorities’ examination for the tax years 2013 – 20162020–2023 in New York and 2012 – 2016,2019–2023 in California, respectively.

The Further, the Company and the GSVC HoldingsTaxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred. As of SeptemberJune 30, 2017,2023, there were no material interest or penalties incurred related to uncertain tax positions.

NOTE 9 — 10—DEBT CAPITAL ACTIVITIES

Convertible Senior

6.00% Notes Payable

due 2026

On SeptemberDecember 17, 2013,2021, the Company issued $69.0$70.0 million aggregate principal amount of Convertible Seniorits 6.00% Notes whichdue 2026 (the “6.00% Notes due 2026”), pursuant to an Indenture, dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee. On December 21, 2021, the Company issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant to an overallotment option. The 6.00% Notes due 2026 bear interest at a fixed rate of 5.25%6.00% per year, payable semi-annuallyquarterly in arrears on March 1530, June 30, September 30, and September 15December 30 of each year, commencing on March 15, 2014 (the “Convertible Senior Notes”).30, 2022. The Convertible Senior6.00% Notes mature on September 15, 2018,due 2026 have a maturity date of December 30, 2026, unless previously repurchased or converted in accordance with their terms. The Company does not havehas the right to redeem the Convertible Senior6.00% Notes priordue 2026, in whole or in part, at any time or from time to maturity. The Convertible Senior Notes are convertible into sharestime, on or after December 30, 2024 at a redemption price of 100% of the Company’s common stock based on a conversion rate of 83.3596 shares of the Company’s common stock per $1,000 ofoutstanding principal amount of the Convertible Senior6.00% Notes which is equivalent to a conversion price of approximately $12.00 per share of common stock.due 2026 plus accrued and unpaid interest.

The table below shows a reconciliation from the aggregate principal amount of Convertible Senior6.00% Notes to the balance shown on the Condensed Consolidated Statements of Assets and Liabilities.

  
 September 30,
2017
 December 31,
2016
   (Unaudited)
Aggregate principal amount of Convertible Senior Notes $69,000,000  $69,000,000 
Unamortized embedded derivative discount  (149,721  (261,099
Direct deduction of deferred debt issuance costs  (687,555  (1,226,103
Convertible Senior Notes $68,162,724  $67,512,798 

As of September 30, 2017 and December 31, 2016, the principal amountdue 2026 are direct unsecured obligations of the Convertible Senior Notes exceeded the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.

The Convertible Senior Notes are the Company’s senior, unsecured obligationsCompany and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes,pari passu, or equal in right of payment, with all outstanding and future unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future unsecuredindebtedness that expressly provides it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s future secured indebtedness (including indebtedness that is not so subordinated toinitially unsecured in respect of which the Convertible Senior Notes, junior to any future secured indebtednessCompany subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions); and structurally juniorsubordinated to all existing and future indebtedness (including trade payables) incurred byand other obligations of any of the Company’s subsidiaries.

The Convertible Senior6.00% Notes containeddue 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”. The reported closing market price of SSSSL on June 30, 2023 and December 31, 2022 was $23.20 and $23.51 per note, respectively. As of June 30, 2023 and December 31, 2022, the fair value of the 6.00% Notes due 2026 was $69.6 million and $70.5 million, respectively. The 6.00% Notes due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”). As of June 30, 2023 and December 31, 2022, the Company was in compliance with the terms of the Indenture.

39

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 11—STOCK-BASED COMPENSATION

2019 Equity Incentive Plan

On June 5, 2019, our Board of Directors adopted, and our stockholders approved, an interest make-wholeequity-based incentive plan (the “2019 Equity Incentive Plan”), which authorized equity awards to be granted for up to 1,976,264 shares of our common stock. Under the 2019 Equity Incentive Plan, the exercise price of awards would be set on the grant date and could not be less than the fair market value per share on such date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owned stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or the Company’s present or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which were eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share would be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant. The fair market value would be the closing price of the shares on Nasdaq on the date of grant.

On July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan with an exercise price equal to the market price of our common stock at the grant date. These stock options had a vesting period of 3 years with 1/3 vesting immediately on the grant date, 1/3 vesting on July 17, 2020, and the remaining 1/3 vesting on July 17, 2021.

Cancellation of Stock Option Awards Under 2019 Equity Incentive Plan

On April 28, 2020, all stock option awards granted under the 2019 Equity Incentive Plan were canceled for no payment provision pursuant to an option cancellation agreement (the “Option Cancellation Agreement”). As a result, there are no stock option awards outstanding under the 2019 Equity Incentive Plan. In accordance with FASB ASC 718, Compensation Stock Compensation (“ASC 718”) all unrecognized compensation cost related to still unvested shares was recognized as of the date of cancellation. For more information, including a description of the Option Cancellation Agreement, please refer to our current report on Form 8-K filed with the SEC on April 29, 2020. Such description of the Option Cancellation Agreement is qualified in its entirety by reference to the text of such Option Cancellation Agreement filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the period ended March 31, 2020 filed with the SEC on May 8, 2020.

The Company follows ASC 718 to account for stock options granted. Under ASC 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate, and expected option life. The time-based options granted on July 17, 2019 were ascribed a weighted-average fair value of $2.57 per share. The fair value of options granted under the 2019 Equity Incentive Plan was based upon a Black Scholes option pricing model using the assumptions in the following table:

SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS

Input AssumptionsAs of July 17, 2019 Grant Date
Term (years)5.55
Volatility39.47%
Risk-free rate1.86%
Dividend yield%

SCHEDULE OF OPTION, ACTIVITY

  Number of Shares  Weighted-Average Exercise Price  Weighted-Average Grant Date Fair Value 
Outstanding as of December 31, 2019  1,155,000  $6.57  $2.57 

Cancelled

  -   -   - 
Outstanding  -   -  - 
Vested and Exercisable as of December 31, 2019  385,000  $6.57  $2.57 
Outstanding  -   -   - 
Cancelled  (1,155,000) $              6.57  $            2.57 
Outstanding as of June 30, 2023 and December 31, 2022     -   - 

40

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

As of June 30, 2023 and December 31, 2022, there was $0 of total unrecognized compensation cost related to non-vested stock options granted under the 2019 Equity Incentive Plan, as the options were cancelled effective April 28, 2020.

Amended and Restated 2019 Equity Incentive Plan

On June 19, 2020, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which holders who converted their notes priorthe Company is authorized to September 15, 2016, would receive, in additiongrant equity awards for up to 1,627,967 shares of its common stock. In accordance with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the 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 acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a numberpart of such compensation packages, (iii) withhold shares of the Company’s common stock calculatedor purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock.

Under the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $50,000 worth of restricted shares of common stock (based on the closing stock price of the common stock on the grant date). Each grant of $50,000 in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant). During the six months ended June 30, 2023, the Company granted 60,060 restricted shares to the Company’s non-employee directors pursuant to the Amended & Restated 2019 Equity Incentive Plan. Additionally, on May 31, 2023, 26,736 restricted shares related to the 2022 non-employee director grants vested. Compensation expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods.

Other than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable. The exercise price of each Option will not be less than 100% of the applicable conversion ratefair market value of the Company’s common stock on the date the option is granted. However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding common stock (a “10% Stockholder”), will not be eligible for the principal amountgrant of notes being converted,an incentive stock option unless the cash proceedsexercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant. Generally, no Option will be exercisable after the expiration of ten years from the sale bydate of grant. In the escrow agentcase of an Option granted to a 10% Stockholder, the portionterm of an incentive stock option will be for no more than five years from the U.S. Treasury Stripsdate of grant.

During the six months ended June 30, 2023, the Company did not grant any restricted shares to the Company’s officers pursuant to the Amended & Restated 2019 Equity Incentive Plan. The Company determined that the fair values, based on the grant date close price of such restricted shares granted to the Company’s officers under the Amended & Restated 2019 Equity Incentive Plan during the six months ended June 30, 2023 and 2022 were approximately $0 and $2,885,000, respectively, in the escrow account thataggregate.

For the six months ended June 30, 2023 and 2022, the Company recognized stock-based compensation expense of $1,525,258 and $1,263,300, respectively. As of June 30, 2023 and December 31, 2022, there were remainingapproximately $4,926,351 and $6,451,610 of total unrecognized compensation costs related to the restricted share grants. Compensation expense associated with respect to any of the first six interest payments that had not been maderestricted shares is recognized on a quarterly basis over the notes being converted. Under FASB ASC 815-10-15-74(a), the interest make-whole payment was considered an embedded derivative and was separated from the host contract, the Convertible Senior Notes, and carried at fair value. The interest make-whole payment provisionrespective vesting periods.

41

TABLE OF CONTENTS

GSV

SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September

June 30, 2017
(Unaudited)

NOTE 9 — DEBT CAPITAL ACTIVITIES  – (continued)

2023

expired on September 15, 2016 rendering

The following table summarizes the embedded derivative with no value, however the original value of the embedded derivative of $700,000 continues to be amortized over the life of the Convertible Senior Notes.

Credit Facility

Western Alliance Bank Credit Facility

The Company entered into a Loan and Security Agreement, effective May 31, 2017 (the “Loan Agreement”), with Western Alliance Bank, pursuant to which Western Alliance Bank agreed to provide the Company with a $12.0 million senior secured revolving credit facility (the “Credit Facility”). The Credit Facility, among other things, matures on the later of (i) August 15, 2018 or (ii) thirty days prior to the due date of the Convertible Senior Notes, which mature on September 15, 2018.

The Credit Facility bears interest at a per annum rate equal to the prime rate plus 3.50%. In addition, a facility fee of $60,000 was charged upon closing of the Credit Facility, and the Loan Agreement requires payment of a fee for unused amounts during the revolving period in an amount equal to 0.50% per annum of the average unused portion of the Credit Facility payable quarterly in arrears.

Under the Loan Agreement, the Company has made certain customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements, and other customary requirements for similar credit facilities, including, without limitation, restrictions on incurring additional indebtedness (with unsecured longer-term indebtedness limited to $70.0 million in the aggregate), compliance with the asset coverage requirements under the 1940 Act, a minimum net asset value requirement of at least the greater of $60.0 million or five times the amount of the Credit Facility, a limitation on the Company’s net asset value being reduced by more than 15% of its net asset value at December 31, 2016, and maintenance of RIC and business development company status. The Loan Agreement includes usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, the cessation of the Advisory Agreement, and the occurrence of a material adverse effect. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all covenants of the Credit Facility.

The Credit Facility is secured by all of the Company’s property and assets, exceptactivities for the Company’s assets pledgedrestricted share grants for the six months ended June 30, 2023 under the Amended & Restated 2019 Equity Incentive Plan:

SCHEDULE OF EQUITY INCENTIVE PLAN

Number of Restricted Shares
Outstanding as of December 31, 2022606,620
Granted60,060
Vested(1)(168,306)
Forfeited
Outstanding as of June 30, 2023498,374
Vested as of June 30, 2023339,106

(1)The balance of vested shares reflects the total shares vested during the period and has not been reduced for those vested shares forfeited at time of vest related to net share settlement.

The Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides that the Company is authorized to secure certain obligationswithhold the Common Stock at the time the restricted shares are vested and taxed in connection with the Company’s issuancesatisfaction of the Convertible Senior Notes and as may be pledged in connection with any future issuance byParticipant’s tax obligations. On June 16, 2020, the Company received exemptive relief from the SEC to permit such withholding of Convertible Senior Notes on substantially similar terms. As of September 30, 2017,shares.

NOTE 12—SUBSEQUENT EVENTS

Portfolio Activity

From July 1, 2023 through August 8, 2023, the Company had $8.0 million in borrowings outstanding underexited or received proceeds from the Credit Facility.

Silicon Valley Bank Credit Facility

The Company entered into a Loan and Security Agreement, effective December 31, 2013 (the “SVB Loan Agreement”), with Silicon Valley Bank, pursuant to which Silicon Valley Bank agreed to provide the Company with an $18.0 million credit facility (the “SVB Credit Facility”). The SVB Credit Facility expired on December 31, 2016 in accordance with its terms. Under the SVB Credit Facility, the Company was permitted to borrow an amount equal to the lesser of $18.0 million or 20% of the Company’s then-current net asset value.following investments (excluding short-term U.S. Treasury investments):

The SVB Credit Facility bore interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% or (ii) 8.0% on amounts drawn under the SVB Credit Facility based on a 360-day year. In addition, a fee of $180,000 per annum (1.0% of the $18.0 million revolving line of credit) was charged under the SVB Loan Agreement. Under the terms of the SVB Credit Facility, the Company was required to repay allSCHEDULE OF INVESTMENTS

Portfolio Company Transaction Date  Shares Sold  Average Net Share Price (1)  Net Proceeds  Realized Loss(2) 
Nextdoor Holdings, Inc.(3) Various  589,996  $3.09  $1,820,302  $(1,394,547)
Residential Homes For Rent, LLC (d/b/a Second Avenue)(4) 7/24/2023  N/A   N/A   83,333    
Total            $1,903,635  $(1,394,547)


 

TABLE OF CONTENTS

GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 9 — DEBT CAPITAL ACTIVITIES  – (continued)

outstanding borrowings on the SVB Credit Facility so that there is at least one 30-day period every 12 months during which the Company has no balance outstanding. The Company made certain customary representations and warranties under the SVB Loan Agreement and was required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. The SVB Loan Agreement included usual and customary events of default for credit facilities of a similar nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, change of control, and the occurrence of a material adverse effect.

The SVB Credit Facility was secured by all of the Company’s property and assets, except for the Company’s assets pledged to secure certain obligations in connection with the Company’s issuance of the Convertible Senior Notes. Borrowing under the SVB Credit Facility was subject to the leverage restrictions contained in the 1940 Act. In addition, under the SVB Loan Agreement, the Company agreed not to incur certain additional permitted indebtedness in an aggregate amount exceeding 50% of the Company’s then-applicable net asset value.

For the three and nine months ended September 30, 2017, the Company had average borrowings outstanding under the Credit Facility of $782,609 and $351,648, respectively. For the three and nine months ended September 30, 2016, the Company had average borrowings outstanding under the SVB Credit Facility of $266,304 and $140,511 respectively.

NOTE 10 — SUBSEQUENT EVENTS

Portfolio Activity

From October 1, 2017 through November 9, 2017, the Company did not purchase any investments.

From October 1, 2017 through November 9, 2017, the Company sold investments of $16,755,417, net of transaction costs, as shown in following table:

     
Portfolio Company Transaction
Date
 Shares Sold Average Net
Share Price(1)
 Net Proceeds Realized Gain
Spotify Technology S. A  10/13/2017   3,657  $3,800.00  $13,896,600  $8,683,977 
  
                         
Chegg, Inc.  10/19/2017   100,028   15.69   1,569,003   383,098 
Chegg, Inc.  10/20/2017   82,164   15.70   1,289,814   315,700 
       182,192   15.69   2,858,817   698,798 
Total          $16,755,417  $9,382,775 

(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 loss does not include adjustments to amounts held in escrow receivable.
(3)As of August 8, 2023, SuRo Capital held 262,420 shares of Nextdoor Holdings, Inc. public common shares.
(4)Subsequent to June 30, 2023, $0.1 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, $0.1 million repaid a portion of the outstanding principal and the remaining proceeds were attributed to interest.

As announced on October 11, 2017, Vista Equity Partners (“Vista”), a leading investment firm focused on software, data, and technology-enabled businesses, announced that it has entered into a definitive agreement to make a majority investment in JAMF Holdings, Inc., one of

From July 1, 2023 through August 8, 2023, the Company’s portfolio companies andCompany made the leader in Apple device management. Financial terms of the deal were not disclosed. Thefollowing investments (not including capitalized transaction is expected to close in the fourth quarter of 2017.costs).

INVESTMENT NOT INCLUDING CAPITALIZED TRANSACTION COSTS

Portfolio Company Investment Transaction Date Amount 
FourKites, Inc. Common shares Various $5,803,269 
Shogun Enterprises, Inc. (d/b/a Hearth) Preferred shares 7/12/2023  499,998 
Stake Trade, Inc. (d/b/a Prophet Exchange) Simple Agreement for Future Equity 7/26/2023  1,000,000 
Total     $7,303,267 

The Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination


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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 10 — SUBSEQUENT EVENTS  – (continued)

rights by the seller or the Company. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Share Repurchase Program

From October 1, 2017 through November 9, 2017, the Company repurchased 285,012 shares of its common stock, pursuant to the Share Repurchase Program, at an average price of $5.73 per share.

Management Transition

On October 17, 2017, Mark Flynn resigned from his positions as President of the Company and as a member ofAugust 7, 2023, the Company’s boardBoard of directors, effective October 17, 2017. In connection with Mr. Flynn’s resignation, the Company’s board of directors reduced the number of directors that constitute the full board to six (6) directors from seven (7) directors. Mr. Flynn will continue to provide services to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

In addition, on October 17, 2017, the Company’s board of directors appointed William Tanona to serve as President of the Company, effective October 17, 2017, in order to fill the vacancy created by Mr. Flynn’s resignation as President of the Company. Mr. Tanona previously served, and continues to serve, as Chief Financial Officer, Treasurer and Corporate Secretary of the Company.

On November 7, 2017, the Company’s board of directorsDirectors authorized an extension of, and ana $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under, the Company’s discretionary Share Repurchase Program until the earlier of (i) November 6, 2018October 31, 2024 or (ii) the repurchase of $10.0$60.0 million in aggregate amount of the Company’s common stock.

The timing and number of shares to be repurchased pursuant to the Company’s discretionary Share Repurchase Program 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 the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided that the Companyit complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

Management Fee Waiver

Subsequent

As of August 8, 2023, the dollar value of shares that remained available to quarter-end, GSV Asset Management voluntarily agreed to extend its waiver of a portion of the advisory fees payablebe purchased by the Company to GSV Asset Management under the Advisory Agreement. Under the extension of the waiver, through December 31, 2018, the Company will pay GSV Asset Management a base management fee of 1.75%, a 0.25% reduction from the 2.0% base management fee payable under the Advisory Agreement. This waiver of a portion of the base management fee is not subject to recourse against or reimbursement by the Company.Share Repurchase Program was approximately $21.4 million.

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SURO CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 11 — 13—SUPPLEMENTAL FINANCIAL DATA

Under Rule 6-03

Summarized Financial Information of Unconsolidated Subsidiaries

In accordance with the SEC’s Regulation S-X and in accordance with GAAP, as an investment company, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which the Company has a controlling interest. However,interest; however, the Company must disclose certain financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X.

During

In May 2020, the threeSEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and nine months ended September 30, 2017 and 2016 the Company had at least one4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in asuch investment company’s periodic reports for any portfolio company that qualifiedmeets the definition of “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 were more likely to materially impact the financial condition of an investment company.

The Company’s three controlled portfolio companies as of June 30, 2023, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.), Architect Capital PayJoy SPV, LLC and Colombier Sponsor LLC, did not meet the definition of a “significant subsidiary” underas set forth in Rule 1-02(w)(2). For comparability purposes, the applicable rules of Regulation S-X. Accordingly, comparativeCompany has omitted the previously disclosed summarized financial information is presented below for our unconsolidatedof the Company’s significant subsidiaries for the three and nine monthsquarter ended SeptemberJune 30, 2017 and 2016:2022 as the Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules.

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GSV CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

NOTE 11 — SUPPLEMENTAL FINANCIAL DATA  – (continued)

  
Income Statement Data for the Three Months Ended: September 30, 2017 September 30, 2016
Revenue $5,745,750  $5,995,846 
Gross profit  4,623,687   4,717,151 
Loss from operations  (729,028  (1,679,034
Total net income including net income attributable to non-controlling interest      
Net loss attributable to controlling interest  (729,028  (1,679,034
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Income Statement Data for the Nine Months Ended: September 30, 2017 September 30, 2016
Revenue $17,442,574  $16,599,214 
Gross profit  14,229,837   13,043,312��
Loss from operations  (2,128,030  (6,644,452
Total net income including net income attributable to non-controlling interest      
Net loss attributable to controlling interest  (2,128,030  (6,644,452

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to:

our future operating results;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the ability of our portfolio companies to achieve their objectives;
our expected financings and investments;
the adequacy of our cash resources and working capital; and
the timing of cash flows, if any, from the operations of our portfolio companies.

our future operating results;
our dependence upon our management team and key investment professionals;
our business prospects and the prospects of our portfolio companies;
our ability to manage our business and future growth;
the impact of investments that we expect to make;
risks related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S. companies;
our contractual arrangements and relationships with third parties;
our ability to make distributions;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
risks related to the uncertainty of the value of our portfolio investments;
the ability of our portfolio companies to achieve their objectives;
change in political, economic or industry conditions;
our expected financings and investments;
the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the operation of our portfolio companies;
the adequacy of our cash resources and working capital;
risks related to market volatility, including general price and volume fluctuations in stock markets; and
the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
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.

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;
44
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;
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 “Risk Factors” in this quarterly report on Form 10-Q and our annual report on Form 10-K, and in our filings with the SEC.
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Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in thisour quarterly reportreports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors” section.sections. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q.


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The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.

Overview

We are an externally managed,internally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, Act. 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”).

Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies. We haveacquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”). We may also invested,invest on an opportunistic basis in select publicly traded equity securities of rapidly growing companies that otherwise meet our investment criteria, and may continue to do so in the future. In addition, while we invest primarily in U.S. companies, we may invest on an opportunistic basis inor certain non-U.S. companies that otherwise meet our investment criteria. criteria, subject to applicable requirements of the 1940 Act. To the extent we make investments in private equity funds and hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of our net assets.

In regardsregard to the regulatory requirements for business development companiesBDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

We acquire our investments in portfolio companies through offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies and negotiations with selling stockholders. Our investment activities are managed by GSV Asset Management. GSV Capital Service Company provides the administrative services necessary for us to operate.

Our investment philosophy is premisedbased on a disciplined approach of identifying promising investments in high-growth, emergingventure-backed companies across several key industry themes thatwhich may include, among others, social social/mobile, cloud computing and big data, internet commerce, sustainabilityfinancial technology, mobility, and education technology. GSV Asset Management’senterprise software. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and cash flow and cost structures,path to profitability, as well as an understanding of key market fundamentals. Many of the companies that our investment adviser, GSV Asset Management, evaluates have financial backing from top-tier ventureVenture capital funds or other financial or strategic sponsors.institutional investors have invested in the vast majority of companies that we evaluate.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income-producing,non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. OurAs our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

Investments — (Portfolio Activity)

45

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

Our History

We formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company. Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees.

Our date of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.

On and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.”

On and effective March 12, 2019, our Board of Directors approved our internalization (the “Internalization”) and we began operating as an internally-managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding our compensation structure. As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.

Except as otherwise disclosed herein, this Form 10-Q discusses our business and operations as an internally-managed BDC during the period covered by this Form 10-Q.

Portfolio and Investment Activity

Six Months Ended June 30, 2023

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of SeptemberJune 30, 2017,2023, of all of our portfolio investments, excluding U.S. Treasury Bills and Strips,bills, was $289,776,082. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2017 for further detail.$160,283,146.

During the ninesix months ended SeptemberJune 30, 20172023, we did not fund anyfunded investments in an aggregate amount of $13,829,990 (not including capitalized transaction costs or investments in short-term U.S. Treasury investments) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments 
Orchard Technologies, Inc.(1) Preferred shares, Series 1 1/13/2023 $2,000,000 
True Global Ventures 4 Plus Pte Ltd(2) Limited Partner Fund Investment 3/31/2023  1,330,000 
PayJoy, Inc. Simple Agreement for Future Equity (SAFE) 

5/25/2023

 500,000 

ServiceTitan, Inc.

 Common shares 6/30/2023  

9,999,990

 
Total     $

13,829,990

 

(1)On January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round. As part of the transaction, we exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares. Additionally, our previous investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.
(2)The previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

During the six months ended June 30, 2023, we capitalized fees of $2,080.$14,723.

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The table below summarizes

During the portfolio investments we sold or wrote-off during the three and ninesix months ended SeptemberJune 30, 2017:2023, we exited or received proceeds from investments in the amount of $7,587,861, net of transaction costs, and realized a net loss on investments of $(13,080,856) (including adjustments to amounts held in escrow receivable) as shown in following table:

Portfolio Company Transaction Date Shares  Average Net Share Price (1)  Net Proceeds  Realized Gain/(Loss)(2) 
Kahoot! ASA(3) Various  38,305  $1.97  $75,601  $(100,466)
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.)(4) Various  123,938   18.50   2,293,102   (186,748)
Nextdoor Holdings, Inc.(5) Various  950,000   3.05   2,895,073   (2,428,701)
Rent the Runway, Inc.(6) 1/4/2023  79,191   3.05   241,456   (961,837)
Residential Homes for Rent, LLC (d/b/a Second Avenue)(7) Various  N/A   N/A   500,000    
True Global Ventures 4 Plus Pte Ltd(8) Various  N/A   N/A   1,582,629   1,330,000 
Ozy Media, Inc.(9) 5/4/2023  3,492,465   N/A      (10,945,024)
Total           $7,587,861  $(13,292,776)

    
 Three Months Ended
September 30, 2017
 Nine Months Ended
September 30, 2017
Portfolio Company Net Proceeds Realized
Gains/
(Losses)(1)
 Net Proceeds Realized
Gains/
(Losses)(1)
AliphCom, Inc. (d/b/a Jawbone) $  $  $  $(793,152
AlwaysOn, Inc.           (1,903,414
Beamreach Solar, Inc. (f/k/a Solexel, Inc.)           (14,272,840
Cricket Media (f/k/a ePals Corporation)           (2,448,959
EarlyShares.com, Inc.           (312,438
Orchestra One, Inc. (f/k/a Learnist, Inc.)           (4,959,614
Global Education Learning (Holdings) Ltd.           (675,495
Chegg, Inc.  5,739,897   990,489   5,739,897   990,489 
Snap, Inc.  4,033,360   31,090   4,033,360   31,090 
Total Sales $9,773,257  $1,021,579  $9,773,257  $(24,344,333

(1)(1)Realized gains/(losses) exclude anyThe average net share price is the net share price realized gains/(losses) incurredafter deducting all commissions and fees on the maturitysale(s), if applicable.
(2)Realized gain/(loss) does not include adjustments to amounts held in escrow receivable.
(3)As of March 8, 2023, we had sold our treasury investments.remaining Kahoot! ASA public common shares.
(4)As of June 30, 2023, we held 105,820 remaining NewLake Capital Partners, Inc. public common shares.
(5)As of June 30, 2023, we held 852,416 remaining Nextdoor Holdings, Inc. public common shares.
(6)As of January 4, 2023, we had sold our remaining Rent the Runway, Inc. public common shares.
(7)During the six months ended June 30, 2023, approximately $0.6 million was received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. Of the proceeds received, approximately $0.5 million repaid a portion of the outstanding principal and the remaining was attributed to interest.
(8)The previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.
(9)On May 4, 2023, we abandoned our investment in Ozy Media, Inc.

The table below summarizes

Six Months Ended June 30, 2022

During the portfolio investments we sold or wrote-off during the three and ninesix months ended SeptemberJune 30, 2016:2022, we funded investments in an aggregate amount of $11,000,000 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments 
Shogun Enterprises, Inc. (d/b/a Hearth) Convertible Note 5/2/2022 $500,000 
EDGE Markets, Inc. Preferred Shares, Series Seed 5/18/2022  500,000 
Whoop, Inc. Preferred Shares, Series C 6/30/2022  10,000,000 
Total     $11,000,000 

During the six months ended June 30, 2022, we capitalized fees of $8,515.

During the six months ended June 30, 2022, we exited or received proceeds from investments in the amount of $5,051,279, net of transaction costs, and realized a net gain on investments of $1,130,050 (including adjustments to amounts held in escrow receivable) as shown in following table:

Portfolio Company Transaction Date Shares  Average Net Share Price (1)  Net Proceeds  Realized Gain/(Loss)(2) 
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) Various  31,028  $26.96  $836,485  $215,799 
Rover Group, Inc. Various  474,335   5.61   2,659,209   1,241,310 
Rent the Runway, Inc. Various  50,000   3.62   181,115   (578,626)
Residential Homes for Rent, LLC (d/b/a Second Avenue)(3) Various  N/A   N/A   500,000    
True Global Ventures 4 Plus Pte Ltd 5/31/2022  N/A   N/A   874,470   160,965 
Total           $5,051,279  $1,039,448 

    
 Three Months Ended
September 30, 2016
 Nine Months Ended
September 30, 2016
Portfolio Company Net Proceeds Realized
Gains/
(Losses)(1)
 Net Proceeds Realized
Gains/
(Losses)(1)
Bloom Energy Corporation $  $  $2,973,438  $(882,162
Gilt Groupe Holdings, Inc.        427,270   (6,167,164
Lyft, Inc.  4,080,000   2,351,752   7,651,890   4,430,220 
Twitter, Inc.  14,578,469   306,603   14,578,469   306,603 
Total Sales $18,658,469  $2,658,355  $25,631,067  $(2,312,503

(1)(1)Realized gains/(losses) exclude anyThe average net share price is the net share price realized gains/(losses) incurredafter deducting all commissions and fees on the maturitysale(s), if applicable.
(2)Realized gain/(loss) does not include adjustments to amounts held in escrow receivable.
(3)During the six months ended June 30, 2022, approximately $0.6 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 $0.5 million repaid a portion of our treasury investments.the outstanding principal and the remaining was attributed to interest.

During the six months ended June 30, 2022, we did not write-off any investments and our OneValley, Inc. (f/k/a NestGSV, Inc.) Series B preferred warrants with a strike price of $2.31 expired on May 29, 2022.

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Results of Operations — 

ForComparison of the Three and NineSix Months Ended SeptemberJune 30, 20172023 and 20162022

Operating results for the three and six months ended SeptemberJune 30, 20172023 and 20162022 are as follows:

  Three Months Ended June 30,  Six Months Ended June 30, 
  2023  2022  2023  2022 
Total Investment Income $1,372,218  $890,631  $2,671,300  $1,473,731 
Interest income  1,309,073   699,282   2,545,010   1,151,737 
Dividend income  63,145   191,349   126,290   321,994 
Total Operating Expenses $5,177,558  $4,701,519  $10,698,405  $9,509,324 
Compensation expense  2,117,872   1,759,261   4,254,626   3,619,963 
Directors’ fees  161,661   191,829   322,226   352,394 
Professional fees  916,579   1,078,459   1,907,413   2,351,172 
Interest expense  1,214,267   1,226,767   2,427,553   2,427,553 
Income tax expense  90,826   5,691   620,606   7,741 
Other expenses  676,353   439,512   1,165,981   750,501 
Net Investment Loss $(3,805,340) $(3,810,888) $(8,027,105) $(8,035,593)
Net realized gain/(loss) on investments  (13,270,199)  (1,966,225)  (13,080,856)  1,130,050 
Net change in unrealized appreciation/(depreciation) of investments  1,455,515   (88,562,575)  10,104,446   (66,977,690)
Net Change in Net Assets Resulting from Operations $(15,620,024) $(94,339,688) $(11,003,515) $(73,883,233)

    
 September 30, 2017 September 30, 2016
   Total Per Basic
Share(1)
 Total Per Basic
Share(1)
Total Investment Income $174,912  $0.01  $86,648  $0.00 
Interest income/(reversal of interest accrual)  (88     86,648   0.00 
Dividend income  175,000   0.01         
Other income              
Gross Operating Expenses  6,975,539   0.32   4,308,303   0.19 
Management fee waiver  (174,666  (0.01      
Net Operating Expenses  6,800,873   0.31   4,308,303   0.19 
Management fees  1,397,332   0.06   1,625,963   0.07 
Incentive fees  3,334,052   0.15   220,719   0.01 
Costs incurred under administration agreement  472,413   0.02   627,444   0.03 
Directors’ fees  86,250      86,250   0.00 
Professional fees  353,933   0.02   416,353   0.02 
Interest expense  1,207,548   0.05   1,189,736   0.05 
Tax expense  4,889          
Other expenses  119,122   0.01   141,838   0.01 
Net investment loss  (6,625,961  (0.30  (4,221,655  (0.19
Net realized gain on investments  1,033,577   0.05   2,658,715   0.12 
Net change in unrealized appreciation/(depreciation) of investments  15,636,683   0.71   (1,261,709  (0.06
Benefit from taxes on unrealized depreciation  26,705      551,310   0.02 
Net increase/(decrease) in net assets resulting from operations $10,071,004  $0.46  $(2,273,339 $(0.10

(1)The per-share figures noted are based on a weighted average of 22,000,571 and 22,181,003 basic common shares outstanding for the three months ended September 30, 2017 and 2016, respectively.

TABLE OF CONTENTSInvestment Income

Operating results for the nine months ended September 30, 2017 and 2016 are as follows:

    
 September 30, 2017 September 30, 2016
   Total Per Basic Share(1) Total Per Basic Share(1)
Total Investment Income $883,964  $0.04  $135,181  $0.01 
Interest income  335,868   0.02   135,181   0.01 
Dividend income  475,000   0.02       
Other income  73,096          
Gross Operating Expenses  18,727,464   0.85   5,261,869   0.24 
Management fee waiver  (526,366  (0.02      
Net Operating Expenses  18,201,098   0.83   5,261,869   0.24 
Management fees  4,210,932   0.19   5,324,186   0.24 
Incentive fees/(reversal of incentive fee accrual)  7,482,185   0.34   (7,805,089  (0.35
Costs incurred under administration agreement  1,453,007   0.07   1,926,085   0.09 
Directors’ fees  242,230   0.01   258,750   0.01 
Professional fees  1,318,931   0.06   1,441,856   0.07 
Interest expense  3,489,381   0.16   3,557,225   0.16 
Tax expense  51,379          
Other expenses  479,419   0.02   558,856   0.03 
Net investment loss  (17,317,134  (0.78  (5,126,688  (0.23
Net realized loss on investments  (24,327,082  (1.10  (2,311,994  (0.10
Net change in unrealized appreciation/
                    
(depreciation) of Investments  61,669,476   2.79   (36,616,596  (1.65
Benefit from taxes on unrealized depreciation  26,705      551,310   0.02 
Net increase/(decrease) in net assets resulting from operations $20,051,965  $0.91  $(43,503,968 $(1.96

(1)The per-share figures noted are based on a weighted average of 22,000,571 and 22,181,003 basic common shares outstanding for the nine months ended September 30, 2017 and 2016, respectively.

Comparison of the Three and Nine Months Ended September 30, 2017 and 2016

Investment Income

Investment income increased to $174,912$1,372,218 for the three months ended SeptemberJune 30, 2017, as compared to $86,6482023 from $890,631 for the three months ended SeptemberJune 30, 2016.2022. The net increase between periods was due to the addition of interest income from U.S. Treasury bills and Xgroup Holdings Limited (d/b/a Xpoint). The increase was due to increased dividend income which was partially offset by reversals ofa decrease in interest accruals. The increaseincome from Architect Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings, Inc. (d/b/a/ Lime), plus a decrease in dividend income resulted from a $175,000 dividend received from our investment in SPBRX, INC.NewLake Capital Partners, Inc. (f/k/a GSV Sustainability Partners,GreenAcreage Real Estate Corp.) and a cessation in dividend income from Treehouse Real Estate Investment Trust, Inc.). during the three months ended June 30, 2023, relative to the three months ended June 30, 2022.

Investment income also increased to $883,964$2,671,300 for the ninesix months ended SeptemberJune 30, 2017, as compared to $135,1812023 from $1,473,731 for the ninesix months ended SeptemberJune 30, 2016.2022. The net increase between periods was due to the addition of interest income from U.S. Treasury Bills and Xgroup Holdings Limited (d/b/a Xpoint). The increase was primarily due to increased dividend andoffset by a decrease in interest income from Architect Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue) and toNeutron Holdings, Inc. (d/b/a/ Lime), plus a lesser extent, other income. The increasedecrease in dividend income resulted from $475,000NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) and a cessation in dividend payments receivedincome from our investment in SPBRX, INC. (f/k/a GSV Sustainability Partners,Treehouse Real Estate Investment Trust, Inc.) during the ninesix months ended SeptemberJune 30, 2017. Interest income increased as a result of our debt investments in Ozy Media, Inc. and NestGSV, Inc. (d/b/a GSV Labs, Inc.). Additionally, we received $73,096 in proceeds from GILT Groupe Holdings, Inc., an investment we previously held that was sold2023, relative to Hudson’s Bay Co., the parent company of Saks Fifth Avenue, in January 2016.six months ended June 30, 2022.

Operating Expenses

Total operating expenses (net of the management fee waiver) increased to $6,800,873$5,177,558 for the three months ended SeptemberJune 30, 2017, as compared to $4,308,3032023 from $4,701,519 for the three months ended SeptemberJune 30, 2016,2022. The increase in operating expense was primarily due to an increase in compensation expense associated with an increased incentive fees for the three months ended September 30, 2017headcount and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by a lesser extent, increased interest expense. We accrued incentivedecrease in professional fees during the three months ended


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September

Total operating expenses increased to $10,698,405 for the six months ended June 30, 2017 as a result of2023 from $9,509,324 for the unrealized appreciation of our portfolio investments in the aggregate during the period.six months ended June 30, 2022. The increase in operating expenses during the three months ended September 30, 2017, as compared to the three months ended September 30, 2016,expense was partially offset by lower management fees, due to lower average gross assets outstanding and GSV Asset Management’s voluntary 0.25% reduction to the base management fee payable under the Advisory Agreement, as well as a decrease in costs incurred under the Administration Agreement. The increase in operating expenses were also offset, to a lesser extent, by decreases in professional fees, which include legal, valuation, audit and consulting fees.

Total operating expenses (net of the management fee waiver) increased to $18,201,098 for the nine months ended September 30, 2017, as compared to $5,261,869 for the nine months ended September 30, 2016, primarily due to a reversal of accrued incentive fees for the nine months ended September 30, 2016. We accrued incentive fees during the nine months ended September 30, 2017 as a result of the unrealized appreciation of our portfolio investments in the aggregate during the period. Thean increase in total operating expenses during the nine months ended September 30, 2017 was partiallycompensation expense associated with an increased headcount and stock-based compensation, income tax expense due to estimates on blocker corporations, offset by lower management fees due to lower average gross assets outstanding, GSV Asset Management’s voluntary 0.25% reduction to the base management fee payable under the Advisory Agreement, a decrease in costs incurred under the Administration Agreement, and a decrease in professional fees which include legal, valuation, audit and consulting fees.during the six months ended June 30, 2023, relative to the six months ended June 30, 2022.

Net Investment Loss

For the three months ended SeptemberJune 30, 2017,2023, we recognized a net investment loss of $6,625,961,$(3,805,340), compared to a net investment loss of $4,221,655$(3,810,888) for the three months ended SeptemberJune 30, 2016.2022. The change between periods resulted from an increase in netoperating expenses, offset by an increase in total investment loss resulted primarily from the accrual of incentive feesincome between periods during the three months ended SeptemberJune 30, 2017, as discussed above, partially offset by an increase in investment income.2023, relative to the three months ended June 30, 2022.

For the ninesix months ended SeptemberJune 30, 2017,2023, we recognized a net investment loss of $17,317,134,$(8,027,105), compared to a net investment loss of $5,126,688$(8,035,593) for the ninesix months ended SeptemberJune 30, 2016.2022. The change between periods resulted from an increase in net investment loss resulted primarily from the accrual of incentive fees during the nine months ended September 30, 2017, as discussed above, partiallyoperating expenses, offset by an increase in total investment income.income between periods during the six months ended June 30, 2023, relative to the six months ended June 30, 2022.

Net Realized Gain/LossGain on Investments

For the three months ended SeptemberJune 30, 2017,2023, we recognized a net realized gainsloss on our investments of $1,033,577,$(13,270,199), compared to a net realized gainsloss of $2,658,715$(1,966,225) for the three months ended SeptemberJune 30, 2016.2022.

For the six months ended June 30, 2023, we recognized a net realized loss on our investments of $(13,080,856), compared to a net realized gain of $1,130,050 for the six months ended June 30, 2022. The components of our net realized gains/lossesgains on portfolio investments for the six months ended June 30, 2023 and 2022, excluding treasuryU.S. Treasury investments and fluctuations in escrow receivables estimates, are reflected in the tables above, under “— Overview — Investments — (Portfolio Activity).Portfolio and Investment Activity.

For the nine months ended September 30, 2017, we recognized net realized losses of $24,327,082, compared to a net realized losses of $2,311,994 for the nine months ended September 30, 2016. The components of our net realized gains/losses on portfolio investments, excluding treasury investments, are reflected above, under “— Overview — Investments — (Portfolio Activity).”

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Net Change in Unrealized Appreciation/(Depreciation) of Investments

For the three months ended SeptemberJune 30, 2017,2023 and 2022, we had a net change in unrealized appreciationappreciation/(depreciation) of investments of $15,636,683. For the three months ended September 30, 2016, we had a net change in unrealized depreciation of investments of $1,261,709.$1,455,515 and $(88,562,575), respectively. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for each of the three months ended SeptemberJune 30, 20172023 and 2016:2022.

Portfolio Company 

Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended
June 30, 2023

  Portfolio Company 

Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended
June 30, 2022

 

Ozy Media, Inc.(1)

 $10,945,024  NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.)(1) $(1,625,807)
Nextdoor Holdings, Inc.(1)  4,227,458  Rover Group, Inc.(1)  (1,931,885)
Shogun Enterprises, Inc. (d/b/a Hearth)  4,051,105  Blink Health, Inc.  (2,104,711)
Colombier Sponsor LLC  2,387,898  Skillsoft Corp.  (2,474,244)
Forge Global, Inc.  1,705,490  Varo Money, Inc.  (2,700,966)
Orchard Technologies, Inc.  1,210,675  Enjoy Technology, Inc.  (3,741,844)
Stormwind, LLC  1,206,200  Neutron Holdings, Inc. (d/b/a/ Lime)  (3,991,353)
Whoop, Inc.  (1,775,407) Nextdoor Holdings, Inc.  (4,020,739)
Trax, Ltd.  (2,346,683) Trax Ltd.  (5,588,395)
Learneo, Inc. (f/k/a Course Hero, Inc.)  (18,251,804) Course Hero, Inc.  (17,273,549)
      Forge Global Holdings, Inc.  (41,488,638)
Other(2)  (1,904,441) Other(2)  (1,620,444)
Total $1,455,515  Total $(88,562,575)

 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Three Months
Ended
September 30,
2017
JAMF Holdings, Inc. $14,601,826 
Spotify Technology S.A.  5,250,385 
StormWind, LLC  4,743,771 
Chegg, Inc.  1,820,621 
Dropbox, Inc.  1,584,490 
Ozy Media, Inc.  (1,036,364
General Assembly Space, Inc.  (1,077,414
Avenues Global Holdings, LLC  (1,358,960
Maven Research, Inc.  (1,600,515
Curious.com, Inc.  (2,973,142
Declara, Inc.  (4,216,360
Other(1)  (101,655
Total $15,636,683 
 

 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Three Months
Ended
September 30,
2016
Palantir Technologies, Inc. $(2,206,354
Lyft, Inc.  (1,478,090
Chegg, Inc.  2,472,035 
Other(1)  (49,300
Total $(1,261,709

(1)(1)The change in unrealized appreciation/(depreciation) reflected for these investments resulted in full or in part from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
(2)Other“Other” represents investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual changechanges in unrealized appreciation/(depreciation) was less than $1,000,000$1.0 million for the three months ended SeptemberJune 30, 20172023 and 2016.2022.

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For the ninesix months ended SeptemberJune 30, 2017,2023 and 2022, we had a net change in unrealized appreciationappreciation/(depreciation) of investments of $61,669,476. For the nine months ended September 30, 2016, we had a net change in unrealized depreciation of $36,616,596.$10,104,446 and $(66,977,690), respectively. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for each of the ninesix months ended SeptemberJune 30, 20172023 and 2016:2022.

Portfolio Company 

Net Change in Unrealized

Appreciation/(Depreciation) For the Six Months Ended

June 30, 2023

  Portfolio Company 

Net Change in Unrealized

Appreciation/(Depreciation) For the Six Months Ended

June 30, 2022

 
Colombier Sponsor LLC $14,470,770  True Global Ventures 4 Plus Fund Pte Ltd(1) $3,106,863 
Ozy Media, Inc.(1)  10,945,024  Blink Health, Inc.  (2,622,697)
Nextdoor Holdings, Inc.(1)  4,389,675  NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.)(1)  (2,788,019)
Shogun Enterprises, Inc. (d/b/a Hearth)  4,349,318  Varo Money, Inc.  (2,994,723)
Varo Money, Inc.  2,489,436  Neutron Holdings, Inc. (d/b/a/ Lime)  (3,991,353)
Forge Global, Inc.  1,755,652  Enjoy Technology, Inc.  (4,371,009)
OneValley, Inc. (f/k/a NestGSV, Inc.)  (1,679,936) Rover Group, Inc.(1)  (4,978,791)
Trax, Ltd.  (2,241,286) Skillsoft Corp.  (5,527,776)
Whoop, Inc.  (2,775,301) Nextdoor Holdings, Inc.  (6,473,525)
Aspiration Partners, Inc.  (2,851,678) Trax Ltd.  (7,188,572)
Orchard Technologies, Inc.  (3,489,052) Course Hero, Inc.  (28,304,092)
Learneo, Inc. (f/k/a Course Hero, Inc.)  (17,995,785)      
Other(2)  2,737,609  Other(2)  (843,996)
Total $10,104,446  Total $(66,977,690)

 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Nine Months
Ended
September 30,
2017
JAMF Holdings, Inc. $21,321,024 
Beamreach Solar, Inc. (f/k/a Solexel, Inc.)(1)  14,272,843 
Spotify Technology S.A.  13,351,893 
Chegg, Inc.  7,628,129 
Orchestra One, Inc. (f/k/a Learnist, Inc.)(1)  4,959,614 
StormWind, LLC  4,743,772 
NestGSV, Inc. (d/b/a GSV Labs, Inc.)  4,019,767 
Coursera, Inc.  3,854,113 
Dropbox, Inc.  3,331,446 
Cricket Media (f/k/a ePals Inc.)(1)  2,448,959 
AlwaysOn, Inc.(1)  1,903,414 
Aspiration Partners, Inc.  1,451,623 
Lyft, Inc.  1,343,714 
Ozy Media, Inc.  (1,146,364
Avenues Global Holdings, LLC  (1,614,324
Maven Research, Inc.  (1,673,885
General Assembly Space, Inc.  (1,861,905
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)  (2,942,585
Curious.com, Inc.  (4,024,767
Declara, Inc.  (4,609,294
Palantir Technologies, Inc.  (5,008,564
Other(2)  (79,147
Total $61,669,476 
 

 
Portfolio Company Change in
Unrealized
Appreciation/
(Depreciation)
for the
Nine Months
Ended
September 30,
2016
Palantir Technologies, Inc. $(13,338,122
Fullbridge, Inc.  (5,488,622
Dataminr, Inc.  (5,102,507
Twitter, Inc.  (4,254,018
Dropbox, Inc.  (5,139,483
Solexel, Inc.  (5,157,254
JAMF Holdings, Inc.  1,707,179 
Lyft, Inc.  (3,253,734
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)  (1,799,396
SugarCRM, Inc.  (1,401,493
Gilt Groupe Holdings, Inc.  6,055,046 
Other(2)  555,808 
Totals $(36,616,596

(1)The change in unrealized appreciationappreciation/(depreciation) reflected for thisthese investments resulted in full or in part from the full or partial exit of the investment, which resulted from writing off an investment that wasin the reversal of previously reduced in value to zero in a prior quarter.accrued unrealized appreciation/(depreciation), as applicable.
(2)Other“Other” represents investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual changechanges in unrealized appreciation/(depreciation) was less than $1,000,000$1.0 million for the ninesix months ended SeptemberJune 30, 20172023 and 2016.

Net Increase/Decrease in Net Assets Resulting from Operations

For the three months ended September 30, 2017 and 2016, our net increase/(decrease) in net assets resulting from operations was $10,071,004 and $(2,273,339), respectively.


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For the nine months ended September 30, 2017 and 2016, our net increase/(decrease) in net assets resulting from operations was $20,051,965 and $(43,503,968), respectively.

Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our investments and advances from any credit facility from which we may borrow. For example, prior to its expiration in accordance with its terms on December 31, 2016, we also generated liquidity and capital resources from advances from the SVB Credit Facility and have entered into the Credit Facility, which matures on the later of (i) August 15, 2018 or (ii) 30 days prior to the due date of the Convertible Senior Notes, which mature on September 15, 2018. In management’s view, we have sufficient liquidity and capital resources to pay our operating expenses and conduct investment activities. With regard to the Convertible Senior Notes, which mature on September 15, 2018, we are actively managing our liquidity in anticipation of meeting our obligations thereunder.

Our primary uses of cash are to make investments, pay our operating expenses and make distributions to our stockholders. For the nine months ended September 30, 2017 and 2016, our net operating expenses were $18,201,098 and $5,261,869, respectively.

  
Cash Reserves and Liquid Securities September 30,
2017
 December 31,
2016
Cash $5,154,436  $8,332,634 
Amounts available for borrowing under the Credit Facility(1)(2)  4,000,000    
Securities of publicly traded portfolio companies:
          
Unrestricted securities(3)  11,607,729   8,729,005 
Subject to other sales restrictions      
Total securities of publicly traded portfolio companies  11,607,729   8,729,005 
Total Cash Reserves and Liquid Securities $20,762,165  $17,061,639 

(1)Subject to leverage and borrowing base restrictions under the Credit Facility. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for details regarding the Credit Facility.
(2)On October 10, 2017, we repaid the $8.0 million due under the Credit Facility. As of November 9, 2017, there is no balance outstanding under the Credit Facility.
(3)“Unrestricted securities” represents common stock of our publicly traded companies that are not subject to any restrictions upon sale. We may incur losses if we liquidate these positions to pay operating expenses or fund new investments.2022.

During the nine months ended September 30, 2017, cash decreased to $5,154,436 from $8,332,634 at the beginning of the period. The decrease was primarily due to an additional $7.5 million margin deposit posted for the purchase of a U.S. Treasury Bill, $3.6 million in interest payments on the Convertible Senior Notes, $4.2 million in management fees paid under the Advisory Agreement, $2.6 million of share repurchases under the Share Repurchase Program, $1.0 million in allocation of overhead expenses paid to GSV Capital Service Company and $1.4 million of audit and legal fees. During the nine months ended September 30, 2017, we sold portfolio investments for net proceeds of $9.8 million and borrowed a net of $8.0 million under the Credit Facility, which partially offset the decrease in cash.

Equity Issuances & Debt Capital Activities

There were no sales of our equity or debt securities during the nine months ended September 30, 2017 or the year ended December 31, 2016.

Share Repurchase Program

On August 7, 2017, our board of directors authorized the $5.0 million discretionary open-market Share Repurchase Program under which we may repurchase shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common


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stock. During each of the three and nine months ended September 30, 2017, we repurchased 574,109 shares of our common stock for approximately $2.8 million under the Share Repurchase Program. For more information on the Share Repurchase Program, see “Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.”

Contractual Obligations

     
 Payments Due By Period
(dollars in millions)
   Total Less than
1 year
 1 – 3 years 3 – 5 years More than
5 years
Payable for securities purchased(1) $89.6  $89.6  $  $  $ 
Credit facility payable(2)(3)(4)  8.0   8.0          
Convertible Senior Notes(5)  69.0   69.0          
Total $166.6  $166.6  $  $  $ 

(1)“Payable for securities purchased” relates to the purchase of the U.S. Treasury Bill on margin and repurchases of our common stock. The payable for securities purchased was subsequently repaid on October 5, 2017, when the $100.0 million United States Treasury Bill matured and the $10.5 million margin deposit that we posted as collateral was returned.
(2)On October 10, 2017, we repaid the $8.0 million due under the Credit Facility. As of November 9, 2017, there is no balance outstanding under the Credit Facility.
(3)The total unused amount available under the Credit Facility as of September 30, 2017 was $4.0 million.
(4)The weighted-average interest rate incurred under the Credit Facility was 0.02% for each of the three and nine months ended September 30, 2017.
(5)The balance shown for the Convertible Senior Notes reflects the principal balance payable to investors. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for more information.

Off-Balance Sheet Arrangements

As of September 30, 2017, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

Distributions

The timing and amount of our distributions, if any, will be determined by our board of directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through September 30, 2017. 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 
Total       $2.80 

(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 approximately 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.

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We intend to focus on making capital gains-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that 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 business development companies that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available in the form of additional shares of our common stock under our dividend reinvestment plan, unless a stockholder elects to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless remain taxable to the U.S. stockholder, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. In addition, reinvested dividends have the effect of increasing our gross assets, which may correspondingly increase the management fee payable to our investment adviser, GSV Asset Management. Stockholders who hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

We elected to be treated as a RIC under Subchapter M of the Code beginning with our taxable year ended December 31, 2014 and continue to qualify to be treated as a RIC. So long as we qualify and maintain our tax treatment as a RIC, we generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed consolidated financial statements. In order to qualify as a RIC and to avoid corporate-level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. See “Note 1 — Nature of Operations and Significant Accounting Policies — Summary of Significant Accounting Policies — U.S. Federal and State Income Taxes” and “Note 8 — Income Taxes” to our condensed consolidated financial statements as of September 30, 2017 for more information. The GSVC Holdings included in our condensed consolidated financial statements are taxable subsidiaries, regardless of whether we are a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated financial statements.

Borrowings

Convertible Senior Notes Payable

On September 17, 2013, we issued $69.0 million aggregate principal amount of Convertible Senior Notes (including $9.0 million aggregate principal amount issued pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Senior Notes), which bear interest at a fixed rate of 5.25% per year, are payable semi-annually and mature on September 15, 2018, unless previously repurchased or converted in accordance with their terms. We do not have the right to redeem the Convertible Senior Notes prior to maturity. As of September 30, 2017, the Convertible Senior Notes were convertible into shares of our common stock based on a conversion rate of 83.3596 shares of our common stock per $1,000 principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $12.00 per share of common stock. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for more information regarding the Convertible Senior Notes.


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Credit Facility

On May 31, 2017, we entered into the Loan Agreement with Western Alliance Bank, pursuant to which Western Alliance Bank agreed to provide us with the $12.0 million Credit Facility. The Credit Facility, among other things, matures on the later of (i) August 15, 2018 or (ii) thirty days prior to the due date of the Convertible Senior Notes, which mature on September 15, 2018. The Credit Facility bears interest at a per annum rate equal to the prime rate plus 3.50%. In addition, a facility fee of $60,000 was charged upon closing of the Credit Facility, and the Loan Agreement requires payment of a fee for unused amounts during the revolving period in an amount equal to 0.50% per annum of the average unused portion of the Credit Facility payable quarterly in arrears. Refer to “Note 9 — Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2017 for more information regarding the Credit Facility.

Critical Accounting Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the 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. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 1 — Nature of Operations and Significant Accounting Policies — Summary of Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2017 for further detail regarding our critical accounting policies and recently issued accounting pronouncements.

Recent Developments

Portfolio Activity

Please refer to “Note 10 — 12—Subsequent Events” to our condensed consolidated financial statements as of SeptemberJune 30, 20172023 for details regarding activity in our investment portfolio activity from OctoberJuly 1, 20172023 through November 9, 2017.August 8, 2023.

We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Share Repurchase Program

From October 1, 2017 through November 9, 2017, we repurchased 285,012 shares

On August 7, 2023, our Board of our common stock pursuant to the Share Repurchase Program at an average price of $5.73 per share.

On November 7, 2017, our board of directorsDirectors authorized an extension of, and ana $5.0 million increase in the amount of shares of our common stock that may be purchasedrepurchased under, theour discretionary Share Repurchase Program until the earlier of (i) November 6, 2018October 31, 2024 or (ii) the repurchase of $10.0$60.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased pursuant to our discretionary Share Repurchase Program 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. Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

Management Transition

As of August 8, 2023, the dollar value of shares that remained available to be purchased by us under the Share Repurchase Program was approximately $21.4 million.

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Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “At-the-Market Offering”. In addition, on December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding. For additional information, see below and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of June 30, 2023.

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the six months ended June 30, 2023 and 2022, our operating expenses were $10,698,405 and $9,509,324, respectively.

Cash Reserves and Liquid Securities June 30, 2023  December 31, 2022 
Cash $24,542,729  $40,117,598 
Cash Equivalents:        
U.S. Treasury bills(1)  75,895,534   85,056,817 
Securities of publicly traded portfolio companies:        
Unrestricted securities(2)  11,551,297   13,298,992 
Subject to other sales restrictions(3)     24,493 
Securities of publicly traded portfolio companies  11,551,297   13,323,485 
Total Cash Reserves and Liquid Securities $111,989,560  $138,497,900 

(1)Consists of short-term U.S. Treasury bills.
(2)“Unrestricted securities” represents common stock of our publicly traded portfolio companies that are not 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 companies that are subject to certain lock-up restrictions.

During the six months ended June 30, 2023, cash decreased to $24,542,729 from $40,117,598 at the beginning of the year. The decrease in cash was primarily due to the repurchase of our common stock pursuant to a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”), purchase of new and follow-on investments, interest on the 6.00% Notes due 2026, and to pay our operating expenses offset by the sale or exit of investments, including U.S. Treasury bills and other investment income received. For additional information relating to the Modified Dutch Auction Tender Offer, see “Modified Dutch Auction Tender Offer” below and “Note 5 - Common Stock” to our condensed consolidated financial statements as of June 30, 2023.

Currently, we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.

Contractual Obligations

A summary of our significant contractual payment obligations as of June 30, 2023 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 December 30, 2026(1) $75.0  $  $  $75.0  $ 
Operating lease liability  0.2   0.2          
Total $75.2  $0.2  $  $75.0  $ 

(1)Reflects the principal balance payable to investors for the 6.00% Notes due 2026 as of June 30, 2023. Refer to “Note 10—Debt Capital Activities” in our condensed consolidated financial statements as of June 30, 2023 for more information.

Share Repurchase Program

During the three and six months ended June 30, 2023, we did not repurchase any shares of our common stock under the Share Repurchase Program. During the three and six months ended June 30, 2022, we repurchased 855,159 and 1,008,676 shares of our common stock under the Share Repurchase Program, respectively. As of June 30, 2023, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $16.4 million. On October 17, 2017, Mark Flynn resigned from his positions as19, 2022, our President and as a memberBoard of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of our boardcommon stock.

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Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of directors, effective Octoberthe 1940 Act and the Exchange Act. For more information on the Share Repurchase Program, see “Note 5—Common Stock” to our condensed consolidated financial statements as of June 30, 2023.

Modified Dutch Auction Tender Offer

On March 17, 2017.2023, we commenced the Modified Dutch Auction Tender Offer to purchase up to 3,000,000 shares of our common stock from our stockholders, which expired on April 17, 2023. In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the lowest price per share of not less than $3.00 per share and not greater than $4.50 per share.

Pursuant to the Modified Dutch Auction Tender Offer, we repurchased 3,000,000 shares, representing 10.6% of our outstanding shares, on or about April 21, 2023 at a price of $4.50 per share. We used available cash to fund the purchase of our shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

Off-Balance Sheet Arrangements

As of June 30, 2023 and December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

Equity Issuances & Debt Capital Activities

At-the-Market Offering

On July 29, 2020, we entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”). Under the Initial Sales Agreement, we may, but have no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”). On September 23, 2020, we increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million. In connection with Mr. Flynn’s resignation, our board of directors reduced the number of directors that constitute the full board to six (6) directors from seven (7) directors. Mr. Flynn will continue to provide services to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.


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In addition, on October 17, 2017, our board of directors appointed William Tanona to serve as our President, effective October 17, 2017, in order to fill the vacancy created by Mr. Flynn’s resignation as President. Mr. Tanona previously served, and continues to serve, as our Chief Financial Officer, Treasurer and Corporate Secretary.

Management Fee Waiver

Subsequent to quarter-end, GSV Asset Management voluntarily agreed to extend its waiver of a portionupsize of the advisory fees payable by usATM Program to GSV Asset Management$150.0 million, we entered into the Amendment No. 1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy and for general corporate purposes.

During the three and six months ended June 30, 2023, we did not issue or sell shares under the Advisory Agreement. UnderATM program. During the extensionthree and six months ended June 30, 2022, we issued and sold 0 and 17,807 shares, respectively, under the ATM Program at weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold. As of June 30, 2023, up to approximately $98.8 million in aggregate amount of the waiver,Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our condensed consolidated financial statements as of June 30, 2023 for more information regarding the ATM Program.

6.00% Notes due 2026

On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 31, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of June 30, 2023 for more information regarding the 6.00% Notes due 2026.

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Distributions

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through December 31, 2018,June 30, 2023. 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.

We intend to focus on making equity-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay GSV Asset Managementdistributions on a base management feequarterly basis or become a predictable distributor of 1.75%,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 earnings or realized capital gains to be distributed, we intend to declare and pay a 0.25% reduction fromdistribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available therefrom in the 2.0% base management fee payableform of additional shares of our common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the Advisory Agreement. This waiverplan will nevertheless be treated as received by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a portionbroker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

So long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of 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 condensed consolidated financial statements as of June 30, 2023 for more information. The Taxable Subsidiaries included in our condensed consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the base management feeportfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated financial statements.

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Critical Accounting Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is not subjectlikely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 2—Significant Accounting Policies” to recourse againstour condensed consolidated financial statements as of June 30, 2023 for further detail regarding our critical accounting policies and recently issued or reimbursement by us.adopted accounting pronouncements.

Related-Party Transactions

See “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of June 30, 2023 for more information.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk

Market Risk

Our equity investments are primarily in growth companies that in many cases have short operating histories and are generally illiquid. In addition to the risk that these companies may fail to achieve their objectives, the price we may receive for these companies in private transactions may be significantly impacted by periods of disruption and instability in the capital markets. While these periods of disruption generally have little actual impact on the operating results of our equity investments, these events may significantly impact the prices that market participants will pay for our equity investments in private transactions. This may have a significant impact on the valuation of our equity investments.

Valuation Risk

Our investments may not have a readily available market quotation, as such term is defined in Rule 2a-5, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy, as applicable. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. 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 our 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 used had a ready market for the investments existed, and it is possible that the difference could be material. In addition, if we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

We are subject to financial market risks, which could include, to the extent we utilize leverage with variable rate structures, changes in interest rates. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest rates to directly impact the return on our portfolio investments, although any significant change in market interest rates could potentially have an adverse effect on the business, financial condition and results of operations of the portfolio companies in which we invest.

As of SeptemberJune 30, 2017,2023, all of our debt investments and outstanding borrowings bore a fixed raterates of interest. As of September 30, 2017, all of our borrowings bore a fixed rate of interest with the exception of the Credit Facility, which is indexed to the prime rate. We do not expect a significant impact on net investment income or loss due to changes in the prime rate, based on its historical stability. The table below, however, indicates the impact on our net investment income or loss should the prime rate change.

Based on our September 30, 2017 Condensed Consolidated Statement of Assets and Liabilities, the following table shows the various, incremental impact of changes in interest rates on our net income or loss related to the Credit Facility for the nine months ended September 30, 2017, assuming no changes in our investment income and borrowing structure.

   
Basis Point Change(1) Interest
Income
 Interest
Expense
 Net
Income/(Loss)
Up 300 Basis points $  $270,000  $(270,000
Up 200 Basis points $  $180,000  $(180,000
Up 100 Basis points $  $90,000  $(90,000
Down 100 Basis points $  $(90,000 $90,000 
Down 200 Basis points $  $(180,000 $180,000 
Down 300 Basis points $  $(270,000 $270,000 

(1)Assumes we have borrowed $12.0 million under the Credit Facility for the nine months ended September 30, 2017. Our actual borrowings under the Credit Facility will vary based on our needs throughout the year. For the nine months ended September 30, 2017, our actual average borrowings under the Credit Facility were $351,648.

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Although we believe that this measure is indicative of our sensitivity to the above-referenced interest rate changes, it does not reflect potential changes in credit quality, size and composition of the assets on our statement of assets and liabilities and other business developments that could affect net increase or decrease in net assets resulting from operations, or net income or loss.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of SeptemberJune 30, 2017, we,2023, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design 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 procedures were 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required 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 management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended SeptemberJune 30, 2017,2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

II

Item 1. Legal Proceedings

Although we and

We are not currently subject to any material legal proceedings, nor, to our subsidiaries may, fromknowledge, are any material legal proceedings threatened against us. From time to time, we may be involved in litigation arising out of our and our subsidiaries’ operationsa party to certain legal proceedings in the normalordinary course of business, or otherwise, neither we nor anyincluding proceedings relating to the enforcement of our subsidiaries are currently partyrights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any pendingfuture legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material legal proceedings.effect upon our financial condition or results of operations.

Item 1A. Risk Factors

Investing in our securities involves a number of significant risks. In addition to the other information set forthcontained in this report, you should carefully consider the factors discussed in “Part I. Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2016,2022, filed with the SEC on March 16, 2017,2023, and in “Part II. Item 1A. Risk Factors”the factors discussed in our quarterly report on Form 10-Q for the periodquarter ended June 30, 2017,March 31, 2023, filed with the SEC on August 9, 2017,May 10, 2023, which could materially affect our business, financial condition and/or operating results. TheAlthough the risks described in our annual report on Form 10-K for the fiscal year ended December 31, 20162022 and in our quarterly report on Form 10-Q for the periodquarter ended June 30, 2017March 31, 2023 represent the principal risks associated with an investment in us, they are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also maymight materially and adversely affect our business, financial condition and/or operating results. During the three months ended September 30, 2017, thereThere have been no material changes to the risk factors discussed in “Part I. Item“Item 1A. Risk Factors” inof Part I of our annual report on Form 10-K for the fiscal year ended December 31, 2016, and2022, or the risk factors discussed in “Part II. Item“Item 1A. Risk Factors” inor Part II of our quarterly report on Form 10-Q for the periodquarter ended June 30, 2017.March 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Equity Securities

We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

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Issuer Purchases of Equity Securities(1)

Information relating to the Company’sour purchases of itsour common stock during the threesix months ended SeptemberJune 30, 20172023 is as follows:

Period 

Total

Number of

Shares

Purchased(2)

  

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, 2023    $     $16,364,771 
February 1 through February 28, 2023           16,364,771 
March 1 through March 31, 2023           16,364,771 
April 1 through April 30, 2023  3,000,000   4.50   3,000,000   16,364,771 
May 1 through May 31, 2023           16,364,771 
June 1 through June 30, 2023           16,364,771 
Total  3,000,000       3,000,000     

On March 17, 2023, we commenced the Modified Dutch Auction Tender Offer to purchase up to 3,000,000 shares of our common stock from our stockholders, which expired on April 17, 2023. In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the lowest price per share of not less than $3.00 per share and not greater than $4.50 per share.

Pursuant to the Modified Dutch Auction Tender Offer, we repurchased 3,000,000 shares, representing 10.6% of our outstanding shares, on or about April 21, 2023 at a price of $4.50 per share. We used available cash to fund the purchase of our shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

    
Period Total
Number of
Shares
Purchased(2)
 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(4)
July 1 through July 31, 2017    $     $ 
August 1 through August 31, 2017  301,712   4.60   291,712   3,658,307 
September 1 through September 30, 2017  323,322   5.16   282,397  $2,199,190 
Total  625,034      574,109(3)    

(1)(1)On August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which we mayour Board of Directors authorized the repurchase of shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock. On November 7, 2017, our boardBoard of directorsDirectors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of our common stock. On May 3, 2018, our Board of Directors authorized an additional $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock. On November 1, 2018, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of our common stock. On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock. On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock. On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock. On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock. On March 13, 2022, our Board of Directors authorized a $15.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $55.0 million in aggregate amount of our common stock. On October 19, 2022, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 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 SeptemberJune 30, 2017,2023, we repurchased 574,109did not repurchase shares of our common stock for approximately $2.8 million under the Share Repurchase Program. As of June 30, 2023, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $16.4 million.
(2)(2)Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.
(3)Subsequent to period-end, through November 9, 2017, we repurchased an additional 285,012 shares of our common stock pursuant to the Share Repurchase Program at an average price of $5.73 per share.

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(4)As of November 9, 2017, due to our board of directors’ authorization of an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the Share Repurchase Program, and considering repurchases of our common stock subsequent to period-end, the dollar value of shares that may yet be purchased by us under the Share Repurchase Program is approximately $5.6 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

The Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities by officers and directors of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

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Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

(1)*Filed herewith.
(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 1, 2011,16, 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 April 19, 2023, and incorporated by reference herein.
*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 SURO CAPITAL CORP.
 GSV CAPITAL CORP.
Date: NovemberAugust 9, 20172023 

By:

/s/ Mark D. Klein

Mark D. Klein
Chairman, President and Chief Executive Officer
(Principal Executive Officer)

Date: November 9, 2017 

Date:August 9, 2023By:

/s/ William Tanona

William Tanona
President, Allison Green
Allison Green
Chief Financial Officer,
Chief Compliance Officer, Treasurer, and Corporate Secretary
(Principal Financial and Accounting Officer)

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