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):

December 9, 2021

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.)

One Sansome Street

Suite 730

San Francisco, CA 94104

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 235-4769

Check the appropriate box below if the Form 8-K filing 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

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 8.01. Other Events.

On December 9, 2021, SuRo Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), in connection with the issuance, offer and sale of $70,000,000 aggregate principal amount of the Company’s 6.00% Notes due 2026 (the “Notes”). In addition, pursuant to the Underwriting Agreement, the Company granted an option to the Underwriters to purchase up to an additional $10,500,000 aggregate principal amount of the Notes.

The offering of the Notes was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-239681), the preliminary prospectus supplement filed with the Securities and Exchange Commission on December 9, 2021, the pricing term sheet filed with the Securities and Exchange Commission on December 10, 2021 and the final prospectus supplement dated December 9, 2021. The transaction is expected to close on December 17, 2021, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. 

(d)Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated December 9, 2021, by and between SuRo Capital Corp. and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein.

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:  December 10, 2021	SURO CAPITAL CORP.
	By:	/s/ Allison Green
		Allison Green
		Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary