SecProbe.io

CORRESP
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filename1.htm

Chris
                                            Bellacicco, Esq.

August
8, 2023

Page
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[EVERSHEDS
SUTHERLAND (US) LLP LETTERHEAD]

August
8, 2023

VIA
EDGAR

Christopher
Bellacicco, Esq.

Division
of Investment Management, Disclosure Review Office

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    SuRo
    Capital Corp.

    Registration
    Statement on Form N-2 Filed on June 9, 2023

    File
    No. 333-272578

Dear
Mr. Bellacicco:

On
behalf of SuRo Capital Corp. (the “Company”), set forth below are the Company’s responses to the oral
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) to the Company on July 11, 2023 and August 7, 2023 with respect to the Company’s
registration statement on Form N-2 (File No. 333-272578), filed with the SEC on June 9, 2023 (the “Registration Statement”),
and the prospectus included therein. The Staff’s comments are set forth below and are followed by the Company’s responses.
Where revisions to the Registration Statement are referenced in the responses set forth below, such revisions have been included in Pre-Effective
Amendment No. 1 to the Registration Statement filed with the SEC on August 8, 2023 (the “Amended Registration Statement”).

General

    1.
    Comment:
    Please include hyperlinks to all documents incorporated by reference in the Registration Statement.

    Response:
    The Company acknowledges the Staff’s comment and has added hyperlinks to all documents incorporated by reference in the Amended
    Registration Statement.

    2.
    Comment:
    With respect to any subsidiary that the Company wholly owns or primarily controls, please:

    a.
    Disclose
    that the Company complies with the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”)
    governing capital structure and leverage (Section 18 and 61 of the 1940 Act) on an aggregate basis such that the Company treats the
    debt of any such subsidiary as the Company’s own for purposes of Sections 18 and 61.

    b.
    Disclose
    that any investment adviser to such subsidiary complies with the provisions of the 1940 Act relating to investment advisory contracts
    (Section 15) as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act. Any investment advisory agreement
    between such subsidiary and its investment adviser is a material contract that should be included as an exhibit to the Registration
    Statement. If the same person is the adviser to both the Company and the subsidiary, then, for purposes of complying with Section
    15(c), the reviews of the Company and the subsidiaries’ investment advisory agreement may be combined.

Chris
Bellacicco, Esq.

August
8, 2023

Page
2

    c.
    Disclose
    that each such subsidiary complies with provisions relating to affiliated transactions and custody, and identify the custodian of
    the subsidiary, if any.

    d.
    Disclose
    any of the subsidiaries’ principal investment strategies or principal risks that constitute principal investment strategies
    or risks of the Company. The principal investment strategies and the principal risk disclosures of the Company should reflect the
    aggregate operations of the Company and subsidiary.

    e.
    Confirm
    in correspondence that the subsidiary and its board of directors will agree to inspection by the Staff of the subsidiary’s
    books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

    f.
    Explain
    in correspondence whether the financial statements of such subsidiaries will be consolidated with those of the Company and, if not,
    please explain why not.

    g.
    Disclose
    that the Company does not currently intend to create or acquire primary control of any entity which primarily engages in investment
    activities in securities or other assets other than entities wholly owned by the Company.

Response:
The Company’s responses to each of the above comments are set forth as follows:

    a.
    The
    Company has revised the disclosure on pages 27 and 80 of the Amended Registration Statement to reflect the Staff’s comment.

    b.
    The
    Company respectfully advises the Staff on a supplemental basis that it is an internally managed business development company under
    the 1940 Act, and that none of the Company or its subsidiaries is a party to an investment advisory agreement. Accordingly, the Company
    has not modified the Amended Registration Statement to reflect the Staff’s comment.

    c.
    The
    Company has revised the disclosure on pages 27 and 80 of the Amended Registration Statement to reflect the Staff’s comment.

    d.
    The
    Company has revised the disclosure on pages 27 and 80 of the Amended Registration Statement to reflect the Staff’s comment.

    e.
    The
    Company respectfully advises the Staff on a supplemental basis that each of its subsidiaries agrees to inspection by the Staff of
    the subsidiary’s books and records, which are maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.
    For the avoidance of doubt, the Company respectfully advises the Staff on a supplemental basis that each of the Company’s subsidiaries
    is wholly owned, and none retains a board of directors independent from the board of directors of the Company.

    f.
    The
    Company respectfully advises the Staff on a supplemental basis that each of its subsidiaries is wholly owned, and the financial statements
    of each are consolidated with those of the Company.

    g.
    The
    Company has revised the disclosure on page 27 of the Amended Registration Statement to reflect the Staff’s comment.

Cautionary
Statement Regarding Forward-Looking Statements

    3.
    Comment:
    The Staff refers to the following language in the third paragraph under the “Cautionary Statement Regarding Forward-Looking
    Statements” section on page 14 of the Registration Statement: “The forward-looking statements contained in this annual
    report on Form 10-K involve risks and uncertainties . . . .” Please revise the reference to Form 10-K.

Response:
The Company has revised the disclosure on page 14 of the Amended Registration Statement to reflect the Staff’s comment.

Chris
                                            Bellacicco, Esq.

August
8, 2023

Page
3

Price
Range of Common Stock and Distributions

 4. Comment:
                                            The Staff refers to the table in the “Price Range of Common Stock and Distributions”
                                            section on page 15 of the Registration Statement. Please confirm the Company’s next
                                            pre-effective amendment to the Registration Statement will include data in this table reflecting
                                            the entire second quarter and to date.

Response:
The Company respectfully advises the Staff on a supplemental basis that it intends to amend the tabular disclosure contained in the “Price
Range of Common Stock and Distributions” section of the Registration Statement to reflect the most recently available data at the
time of filing any pre-effective amendments to the Registration Statement. To this end, the Company has revised the disclosure on page
15 of the Amended Registration Statement to reflect the Staff’s comment.

 5. Comment:
                                            The Staff refers to the final paragraph in the “Price Range of Common Stock and Distributions”
                                            section on page 15 of the Registration Statement. If the Company’s Board of Directors
                                            has taken any action to reduce the historical discount, please briefly describe and discuss
                                            the effect of such measures. See Item 8.5 of Section D of Form N-2.

Response:
The Company respectfully advises the Staff on a supplemental basis that its Board of Directors has taken action to reduce the historical
discount of the Company’s stock trading price comparable to its net asset value by maintaining an active share repurchase program,
as well as approving multiple modified “Dutch Auction” tender offers for the repurchase of shares, including two such tender
offers within the past calendar year. The Company has revised the disclosure on page 15 of the Amended Registration Statement to reflect
the Staff’s comment.

Description
of Our Capital Stock

 6. Comment:
                                            The Staff refers to the following language in the second paragraph under the “Control
                                            Share Acquisitions” section on page 50 of the Registration Statement: “The SEC
                                            staff has issued informal guidance setting forth its position that, if a closed-end investment
                                            company opts in to and triggers the Control Share Act, it would not violate Section 18(i)
                                            of the 1940 Act if the determination do so by the board of directors of the closed-end investment
                                            company was taken with reasonable care on a basis consistent with other applicable duties
                                            and laws, including those to the fund and its shareholders generally.” Please consider
                                            deleting this language or adding disclosure to indicate this area is unsettled, as the SEC
                                            has withdrawn the Boulder no-action letter.

Response:
The Company has revised the disclosure on page 50 of the Amended Registration Statement to delete the language referenced in the Staff’s
comment.

Legality
Opinion

 7. Comment:
                                            The Staff refers to the following language on page 4 of the Legality Opinion authored by
                                            Eversheds Sutherland (US) LLP: “3. Upon completion of all Corporate Proceedings relating
                                            thereto, the issuance of the Rights will be duly authorized and when issued and paid for
                                            in accordance with the applicable Rights Agreement, the Registration Statement, the Prospectus,
                                            the applicable Prospectus Supplement, the Resolutions, and all Corporate Proceedings relating
                                            thereto, the Rights will constitute valid and legally binding obligations of the Company.
                                            . . . 5. Upon completion of all Corporate Proceedings relating thereto, the issuance of the
                                            Warrants will be duly authorized and, when issued and paid for in accordance with the applicable
                                            Warrant Agreement, the Registration Statement, the Prospectus, the applicable Prospectus
                                            Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Warrants
                                            will constitute valid and legally binding obligations of the Company.” Please add to
                                            the end of the sentences comprising these items the phrase “under the law of the jurisdiction
                                            governing the [Rights/Warrants],” as applicable. See Staff Legal Bulletin No.
                                            19.

Chris
                                            Bellacicco, Esq.

August
8, 2023

Page
4

Response:
Counsel to the Company has revised the terms on page 4 of the Legality Opinion to the Amended Registration Statement to reflect the Staff’s
comment.

Accounting
Comments

 8. Comment:
                                            The Staff refers to the example expense table under the “Fees and Expenses” section
                                            on page 11 of the Registration Statement. Please confirm that the amounts provided for “5
                                            Years” and “10 Years” in the expense example are accurate. Our calculations
                                            yielded results of $437 for the 5 Year expense and $778 for the 10 Year expense.

Response:
The Company respectfully advises the Staff on a supplemental basis that it has confirmed the calculations provided in the example expense
table for the referenced years and believes that such calculations are accurate. The Company respectfully notes its calculations account
for the repayment of its 6.00% Notes due December 30, 2026 (the “6.00% Notes”) on the stated maturity date, and accordingly
do not carry forward interest expenses associated with the 6.00% Notes beyond such maturity date in the values provided in the expense
example table.

 9. Comment:
                                            The Staff refers to the Financial Highlights section beginning on Page 12 of the Registration
                                            Statement. The Company’s Annual Report on Form 10-K for the fiscal year ended December
                                            31, 2022 only provides financial data dating back to 2018. Instruction 2 to Item 4 of Form
                                            N-2 requires such information for each of the last ten fiscal years. Please provide this
                                            information.

Response:
The Company has revised the disclosure on page 12 of the Amended Registration Statement to reflect the Staff’s comment.

*
*           *

Chris
                                            Bellacicco, Esq.

August
8, 2023

Page
5

If
you have any questions or additional comments concerning the foregoing, please contact Payam Siadatpour at (202) 383-0278, or the undersigned
at (202) 383-0176.

    Sincerely,

    /s/
    Payam Siadatpour

    Payam
    Siadatpour

    cc:

    Vincent
    DiStefano, Esq., Branch Chief

    Mark
    D. Klein, Chief Executive Officer and President, SuRo Capital Corp.

    Steven
    B. Boehm, Esq., Eversheds Sutherland (US) LLP

    Maria
    L. Stratienko, Esq., Eversheds Sutherland (US) LLP