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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED December 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION
FILE NUMBER: 814-00852
Neostellar
Capital Corp.
(f/k/a
SuRo Capital Corp.)
(Exact
name of registrant as specified in its charter)
| Maryland |
|
27-4443543 |
| (State
of incorporation) |
|
(I.R.S.
Employer Identification No.) |
| |
|
|
| 640
Fifth Avenue, 12th Floor, New York, NY |
|
10019 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(212)
931-6331
(Registrant’s
telephone number, including area code)
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 |
|
NSLR |
|
Nasdaq
Global Select Market |
| 6.00%
Notes due 2026 |
|
NSLRL |
|
Nasdaq
Global Select Market |
Securities
Registered Pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer ☐ |
|
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
|
Smaller
reporting company ☐ |
| 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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of common stock beneficially owned by non-affiliates of the Registrant on June 30, 2025, based on the closing
price on that date of $8.21 on the Nasdaq Global Select Market, was $179,919,391. For the purposes of calculating this amount only, all
interested directors and executive officers of the Registrant have been treated as affiliates. The issuer had 26,473,222 shares of common
stock, $0.01 par value per share, outstanding as of September 23, 2026.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
Neostellar
Capital Corp. (formerly known as SuRo Capital Corp.) (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment
No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission
(the “SEC”) on March 11, 2026 (the “Original Form 10-K”) solely for the purpose of re-filing as Exhibit 99.1
the Report of Independent Registered Public Accounting Firm on Supplemental Financial Information of Marcum LLP, the Company’s
former independent registered public accounting firm, dated March 12, 2025, relating to the senior securities table as of December 31,
2024, 2023, 2022 and 2021 set forth under the heading “Senior Securities” in Part II, Item 5 of the Original Form 10-K (the
“Marcum Report”). Due to an inadvertent clerical error in the preparation of the exhibit for filing on EDGAR, the conformed
signature and firm name of Marcum LLP were omitted from the version of the Marcum Report filed as Exhibit 99.1 to the Original Form 10-K.
The manually signed Marcum Report was delivered to the Company prior to the filing of the Original Form 10-K and is maintained in the
Company’s records in accordance with Rule 302(b) of Regulation S-T.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this
Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4, and 5 of the certifications have been omitted.
Except
as otherwise expressly noted herein, this Amendment No. 1 does not modify, amend, or update in any way the financial position, results
of operations, cash flows, or other disclosure in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after
the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and
with the filings with the SEC subsequent to the Original Form 10-K.
PART
IV
Item
15. Exhibits and Financial Statement Schedules
Item
15(a)(3) of the Original Form 10-K is hereby amended to reflect the filing of the exhibits listed below, and is otherwise unchanged.
The following exhibits are filed as part of this Amendment No. 1:
| 31.1 |
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 |
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 99.1 |
Report of Marcum LLP regarding the Senior Securities Table |
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.
| |
|
NEOSTELLAR
CAPITAL CORP. |
| |
|
|
|
| Date:
September 23, 2026 |
By: |
/s/
Mark D. Klein |
| |
|
|
Mark
D. Klein |
| |
|
|
Chairman,
President and Chief Executive Officer |
| |
|
|
(Principal
Executive Officer) |
| |
|
|
|
| Date: September 23, 2026 |
By: |
/s/
Allison Green |
| |
|
|
Allison
Green |
| |
|
|
Chief
Financial Officer, Treasurer, and Corporate Secretary |
| |
|
|
(Principal
Financial and Accounting Officer) |
