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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July
8, 2025
SURO
CAPITAL CORP.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
1-35156 |
|
27-4443543 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
640
Fifth Avenue
12th
Floor
New
York, NY 10019
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (212) 931-6331
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: |
| Common
Stock, par value $0.01 per share |
|
SSSS |
|
Nasdaq
Global Select Market |
| 6.00%
Notes due 2026 |
|
SSSSL |
|
Nasdaq
Global Select Market |
Indicate
by check mark whether the registrant 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 July 8, 2025, SuRo Capital
Corp. (“SuRo Capital” or the “Company”) issued a press release containing preliminary estimates of its results
for the second quarter ended June 30, 2025 (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.
Preliminary Estimates and Investment Portfolio Update
On July 8, 2025, the Company disclosed the following
information in the Press Release.
Preliminary Estimates of Results for the Quarter Ended June 30,
2025
As previously reported, SuRo
Capital’s net assets totaled approximately $156.8 million, or $6.66 per share, at March 31, 2025, and approximately $162.3 million,
or $6.94 per share, at June 30, 2024. As of June 30, 2025, SuRo Capital’s net asset value is estimated to be between $9.00 and $9.50
per share.
As of June 30, 2025, there were 23,888,107 shares
of the Company’s common stock outstanding.
Investment Portfolio Update
As of June 30, 2025, the Company
held positions in 36 portfolio companies – 33 privately held and 3 publicly held.
During the three months ended
June 30, 2025, the Company made the following investment:
| Portfolio Company |
|
Investment |
|
Transaction Date |
|
|
Amount(1) |
|
| Plaid Inc.(2) |
|
Class A Common Shares |
|
4/4/2025 |
|
$ |
5.0 million |
|
| (1) |
Amount invested does not include any capitalized costs, origination fees, or prepaid expenses. |
| |
|
| (2) |
The Company’s investment in the Class A Common Shares of Plaid Inc. was made through 1789 Capital Nirvana II LP, a special purpose vehicle in which the Company is the Sole Limited Partner. The Company paid a 7% origination fee at the time of investment. |
During the three months ended
June 30, 2025, the Company exited and received proceeds from the following investments:
| Portfolio Company | |
Transaction
Date | |
Quantity | | |
Average Net
Share Price(1) | | |
Net Proceeds | | |
Realized
Gain | |
| CoreWeave, Inc.(2) | |
Various | |
| 222,240 | | |
$ | 113.99 | | |
$ | 25.3 million | | |
$ | 15.3
million | |
| ServiceTitan, Inc.(3) | |
Various | |
| 151,515 | | |
$ | 105.07 | | |
$ | 15.9
million | | |
$ | 5.9
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 June 20, 2025, SuRo Capital had sold the entirety of its directly held CoreWeave, Inc. public common shares. As of June 30, 2025 SuRo Capital continues to hold the entirety of its interest in CW Opportunity 2 LP. |
| |
|
| (3) |
As of June 27, 2025, SuRo Capital had sold its entire position in ServiceTitan, Inc. public common shares. |
Recent Dividend Declarations and Certain
Information Regarding the Dividends
On July 3, 2025, SuRo Capital’s
Board of Directors declared a dividend of $0.25 per share payable on July 31, 2025 to the Company’s common stockholders of record
as of the close of business on July 21, 2025. The dividend will be paid in cash.
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 second quarter ended June 30, 2025 results in August 2025.
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 July 8, 2025* |
| 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: July 8, 2025 |
SURO
CAPITAL CORP. |
| |
|
|
| |
By:
|
/s/
Allison Green |
| |
|
Allison
Green |
| |
|
Chief Financial Officer, Chief Compliance Officer,
Treasurer and Corporate Secretary |
