UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol: | Name of each exchange on which registered: |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On January 16, 2024, SuRo Capital Corp. (“SuRo Capital” or the “Company”) issued a press release containing preliminary estimates of its results for the fourth quarter and fiscal year ended December 31, 2023 (the “Press Release”). A copy of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 8.01. Other Events.
Preliminary Estimates and Investment Portfolio Update
On January 16, 2024, the Company disclosed the following information in the Press Release.
Preliminary Estimates of Results for the Quarter and Fiscal Year Ended December 31, 2023
As previously reported, SuRo Capital’s net assets totaled approximately $212.0 million, or $8.41 per share, at September 30, 2023, and approximately $210.0 million, or $7.39 per share, at December 31, 2022. As of December 31, 2023, SuRo Capital’s net asset value is estimated to be between $7.85 and $8.35 per share.
As of December 31, 2023, there were 25,445,805 shares of the Company’s common stock outstanding.
Investment Portfolio Update
As of December 31, 2023, the Company held positions in 38 portfolio companies – 34 privately held and 4 publicly held, some of which may be subject to certain lock-up provisions.
During the three months ended December 31, 2023, the Company made the following new and follow-on investments, excluding short-term U.S. treasuries:
| Portfolio Company | Investment | Transaction Date | Amount | |||
| Colombier Sponsor II LLC | Class B Units & Class W Units | 11/20/2023 | $1.6 million | |||
| FourKites, Inc.(1) | Common Shares | 12/21/2023 | $2.7 million | |||
| Xgroup Holdings Limited (d/b/a Xpoint)(2) | Convertible Note | 10/26/2023 | $0.3 million |
| (1) | Represents a follow-on investment. |
| (2) | Represents a follow-on investment made through SuRo Capital Sports, LLC. |
During the three months ended December 31, 2023, the Company exited or received proceeds from the following investments, excluding short-term U.S. treasuries:
| Portfolio Company | Transaction Date | Quantity | Average Net Share Price(1) | Net Proceeds | Realized Gain/(Loss) | |||||
| Churchill Sponsor VI LLC | 12/4/2023 | N/A | N/A | $– | $(0.2 million) | |||||
| Forge Global, Inc.(2) | Various | 1,465,994 | $3.56 | $5.2 million | $3.9 million | |||||
| NewLake Capital Partners, Inc.(3) | Various | 105,820 | $14.02 | $1.5 million | $(0.7 million) | |||||
| Nextdoor Holdings, Inc.(4) | Various | 150,000 | $1.98 | $0.3 million | $(0.5 million) | |||||
| PSQ Holdings, Inc. (d/b/a PublicSq.) – Public Warrants(5) | Various | 303,963 | $1.05 | $0.3 million | $0.2 million | |||||
| Residential Homes For Rent, LLC (d/b/a Second Avenue)(6) | Various | N/A | N/A | $0.3 million | $– | |||||
| True Global Ventures 4 Plus Pte Ltd | 12/18/2023 | N/A | N/A | $0.1 million | $– |
| (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) | As of December 31, 2023, SuRo Capital held 1,145,875 remaining Forge Global, Inc. public common shares. |
| (3) | As of December 15, 2023, SuRo Capital had sold its remaining NewLake Capital Partners, Inc. public common shares. |
| (4) | As of December 31, 2023, SuRo Capital held 112,420 remaining Nextdoor Holdings, Inc. public common shares. |
| (5) | As of December 31, 2023, SuRo Capital held 2,396,037 remaining PSQ Holdings, Inc. (d/b/a PublicSq.) public warrants. |
| (6) | On December 26, 2023, a final payment was received from Residential Homes For Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. During the three months ended December 31, 2023, approximately $0.3 million was received, of which approximately $0.3 million repaid the outstanding principal and the remaining was attributed to interest. |
Preliminary Estimates and Guidance
The preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management of the Company. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results may differ materially.
The Company expects to announce its fourth quarter and fiscal year ended December 31, 2023 results in March 2024.
Forward-Looking Statements
Statements included herein, including statements regarding the Company’s beliefs, expectations, intentions, or strategies for the future, may constitute “forward-looking statements.” The Company cautions that any forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements, and other conditions which could cause the Company’s actual results to differ from management's current expectations, are contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| Exhibit 99.1 | Press Release dated January 16, 2024* |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 16, 2024 | SURO CAPITAL CORP. | ||
| By: | /s/ Allison Green | ||
| Allison Green Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary |
|||
Exhibit 99.1
Page 1 of 2
SuRo Capital Corp. Fourth Quarter and Fiscal Year 2023
Preliminary Investment Portfolio Update
Net Asset Value Anticipated to be $7.85 to $8.35 Per Share
NEW YORK, NY, January 16, 2024 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital”, the “Company”, “we”, “us”, and “our”) (Nasdaq: SSSS) today provided the following preliminary update on its investment portfolio for the fourth quarter and fiscal year ended December 31, 2023.
“The fourth quarter ended a year that included two wars, domestic and international bank failures, rampant inflation, and aggressive Federal Reserve intervention. These events led to a volatile stock market. While a handful of companies drove the stock market higher, a majority of stocks posted only modest gains. The combination of geopolitical uncertainty and bifurcated equity markets translated into declining values in the private markets, resulting in a significantly reduced level of primary capital raises,” said Mark Klein, Chairman and Chief Executive Officer of SuRo Capital.
“Despite these challenging events and crosscurrents, as we move into the new year with over $90 million in investable capital, we remain steadfast in our belief that there continue to be high-quality opportunities available at attractive prices that allow us to be both opportunistic and judicious with the deployment of capital,” Mr. Klein concluded.
As previously reported, SuRo Capital’s net assets totaled approximately $212.0 million, or $8.41 per share, at September 30, 2023, and approximately $210.0 million, or $7.39 per share at December 31, 2022. As of December 31, 2023, SuRo Capital’s net asset value is estimated to be between $7.85 to $8.35 per share.
As of December 31, 2023, there were 25,445,805 shares of the Company’s common stock outstanding.
Investment Portfolio Update
As of December 31, 2023, SuRo Capital held positions in 38 portfolio companies – 34 privately held and 4 publicly held, some of which may be subject to certain lock-up provisions.
During the three months ended December 31, 2023, SuRo Capital made the following investments, excluding short-term US treasuries:
| Portfolio Company | Investment | Transaction Date | Amount | |||||
| Colombier Sponsor II LLC | Class B Units & Class W Units | 11/20/2023 | $ | 1.6 million | ||||
| FourKites, Inc.(1) | Common Shares | 12/21/2023 | $ | 2.7 million | ||||
| Xgroup Holdings Limited (d/b/a Xpoint)(2) | Convertible Note | 10/26/2023 | $ | 0.3 million |
| (1) | Represents a follow-on investment. |
| (2) | Represents a follow-on investment made through SuRo Capital Sports, LLC. |
Page 2 of 2
During the three months ended December 31, 2023, SuRo Capital exited or received proceeds from the following investments, excluding short-term US treasuries:
| Portfolio Company | Transaction Date |
Quantity | Average Net Share Price(1) |
Net Proceeds |
Realized Gain/(Loss) |
|||||||||||
| Churchill Sponsor VI LLC | 12/4/2023 | N/A | N/A | $ | - | $ | (0.2 million) | |||||||||
| Forge Global, Inc.(2) | Various | 1,465,994 | $ | 3.56 | $ | 5.2 million | $ | 3.9 million | ||||||||
| NewLake Capital Partners, Inc.(3) | Various | 105,820 | $ | 14.02 | $ | 1.5 million | $ | (0.7 million) | ||||||||
| Nextdoor Holdings, Inc.(4) | Various | 150,000 | $ | 1.98 | $ | 0.3 million | $ | (0.5 million) | ||||||||
| PSQ Holdings, Inc. (d/b/a PublicSq.) – Public Warrants(5) | Various | 303,963 | $ | 1.05 | $ | 0.3 million | $ | 0.2 million | ||||||||
| Residential Homes For Rent, LLC (d/b/a Second Avenue)(6) | Various | N/A | N/A | $ | 0.3 million | $ | - | |||||||||
| True Global Ventures 4 Plus Pte Ltd | 12/18/2023 | N/A | N/A | $ | 0.1 million | $ | - | |||||||||
| (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) | As of December 31, 2023, SuRo Capital held 1,145,875 remaining Forge Global, Inc. public common shares. |
| (3) | As of December 15, 2023, SuRo Capital had sold its remaining NewLake Capital Partners, Inc. public common shares. |
| (4) | As of December 31, 2023, SuRo Capital held 112,420 remaining Nextdoor Holdings, Inc. public common shares. |
| (5) | As of December 31, 2023, SuRo Capital held 2,396,037 remaining PSQ Holdings, Inc. (d/b/a PublicSq.) public warrants. |
| (6) | On December 26, 2023, a final payment was received from Residential Homes For Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. During the three months ended December 31, 2023, approximately $0.3 million was received, of which approximately $0.3 million repaid the outstanding principal and the remaining was attributed to interest. |
SuRo Capital’s liquid assets were approximately $98.5 million as of December 31, 2023, consisting of cash, short-term US treasuries, and securities of publicly traded portfolio companies not subject to lock-up restrictions at year-end.
Preliminary Estimates and Guidance
The preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management of SuRo Capital. Neither our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results may differ materially.
The Company expects to announce its fourth quarter and fiscal year ended December 31, 2023 results in March 2024.
Forward-Looking Statements
Statements included herein, including statements regarding SuRo Capital's beliefs, expectations, intentions, or strategies for the future, may constitute "forward-looking statements". SuRo Capital cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements, and other conditions which could cause SuRo Capital's actual results to differ from management's current expectations are contained in SuRo Capital's filings with the Securities and Exchange Commission. SuRo Capital undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.
About SuRo Capital Corp.
SuRo Capital Corp. (Nasdaq: SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. The fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. SuRo Capital is headquartered in New York, NY and has offices in San Francisco, CA. Connect with the company on Twitter, LinkedIn, and at www.surocap.com.
Contact
SuRo Capital Corp.
(212) 931-6331
IR@surocap.com