STOCK TITAN

Neostellar Capital (NSLR) adds Magnetar JV manager and $20M note

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Neostellar Capital Corp., a Maryland business development company formerly known as SuRo Capital Corp., has completed its transition to an externally managed structure and rebranded under the Nasdaq ticker NSLR. A new Investment Advisory Agreement with Neostellar Advisors LLC, a joint venture between company executives and Magnetar Holdings LLC, grants the adviser broad authority to manage the portfolio.

Compensation includes a 1.75% per annum base fee on gross assets plus performance-based incentive fees on income and capital gains from new post‑July 15, 2026 investments only, with hurdle rates of 1.75% per quarter and 7.00% per year. An affiliated Magnetar entity provided a $20,000,000 redeemable promissory note bearing 6.50% interest, maturing in 2029, that must convert into common stock upon a Qualified Fundraising and be repaid at 105% of principal and interest upon a Change of Control.

The board expanded to seven directors and appointed Magnetar Partner Erik Falk as an interested director aligned with this externalization. A new Administration Agreement with an affiliate of the adviser shifts day‑to‑day administrative functions to that firm, reimbursed by Neostellar subject to board oversight.

Positive

  • None.

Negative

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Filing Explained

No common shares were issued at closing; the company instead carries $20 million of 6.50% debt that can convert into shares after a defined fundraising.

The filing confirms that the external-management transition became effective on 2026-07-15 and that the company issued a $20 million note on 2026-07-16 after closing conditions were satisfied; existing common holders now face an outstanding debt obligation with possible later share issuance.

Although the furnished press release describes the affiliate’s $20 million amount as an investment, the filing identifies it as a redeemable promissory note treated as debt, bearing 6.50% annual interest; no common shares were issued under the note at closing.

If a defined Qualified Fundraising occurs before the note’s 2029 maturity, it must be redeemed through shares equal to outstanding principal and accrued interest divided by the fundraising share price; those additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

The key resolution point is whether a Qualified Fundraising occurs before maturity: otherwise, the filing says principal and accrued interest are due in 2029, and the company cannot prepay the note before maturity without the holder’s consent.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base management fee 1.75% per annum Fee on Neostellar’s gross assets under the Investment Advisory Agreement
Income hurdle rate 1.75% per quarter (7.00% annualized) Hurdle for incentive fee on Pre-Incentive Fee Net Investment Income
Capital gains hurdle rate 7.00% per year Preferred return threshold for Capital Gains Fee on Eligible Investments
Capital gains catch-up band 8.75% per year Upper bound of catch-up range for realized capital gains per Eligible Investment
Promissory note principal $20,000,000 Redeemable promissory note issued July 16, 2026 to MCP Investing LLC
Note interest rate 6.50% per annum Cash interest on the $20,000,000 note, with potential step-ups
Change of Control repayment 105% Cash repayment multiple of outstanding principal and interest on the note
Magnetar assets under management $18 billion Approximate AUM of Magnetar as of January 1, 2026
business development company regulatory
"a closed-end management investment company that has elected to be treated as a business development company"
A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.
Pre-Incentive Fee Net Investment Income financial
"Incentive Fee on “Pre-Incentive Fee Net Investment Income” includes, in the case of investments with a deferred interest feature"
Capital Gains Fee financial
"The second part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears"
Qualified Fundraising financial
"If, prior to the maturity date, the Company consummates a “Qualified Fundraising” (as defined in the Note)"
Change of Control financial
"If the Company consummates a “Change of Control” (as defined in the Note) while the Note remains outstanding"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
externally managed structure financial
"through its transition to an externally managed structure"
A structure where a company or investment vehicle hires an outside firm or manager to run day-to-day operations, make investment decisions, and handle administration instead of relying on in-house executives. Like hiring a contractor to manage a house instead of living in it yourself, this setup matters to investors because it affects fees, decision-making control, potential conflicts of interest, and how performance is monitored and reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What management change does Neostellar Capital (NSLR) announce in this 8-K?

Neostellar Capital has adopted an externally managed structure, appointing Neostellar Advisors LLC, a joint venture with Magnetar, as its investment adviser. The adviser now manages sourcing, evaluating, structuring, and monitoring investments under a detailed fee-based advisory agreement.

What advisory fees will Neostellar Capital (NSLR) pay Neostellar Advisors?

Neostellar Capital will pay a base management fee of 1.75% per annum of gross assets plus incentive fees on income and capital gains. Incentive fees apply only to new investments and use hurdle rates of 1.75% per quarter for income and 7.00% per year for capital gains.

What are the key terms of the $20,000,000 note described by NSLR?

An affiliate of Magnetar purchased a redeemable promissory note with $20,000,000 principal, bearing 6.50% annual interest, maturing in 2029. It converts into common stock upon a Qualified Fundraising and must be repaid at 105% of principal and interest upon a Change of Control.

How are pre-existing investments treated under Neostellar Capital’s new incentive fee structure?

Only investments made on or after July 15, 2026 are treated as Eligible Investments for incentive fees. The company explicitly excludes all pre-existing investments from income and capital gains incentive calculations, including any cumulative or high-water-mark style netting for the Capital Gains Fee.

Who is the new director appointed to Neostellar Capital’s (NSLR) board?

The board expanded from six to seven members and appointed Erik Falk, Partner and Head of Strategy at Magnetar, as an interested director. He receives no director compensation from Neostellar because of his affiliation with the adviser and Magnetar-related entities.

What administrative changes accompany Neostellar Capital’s move to an external manager?

Neostellar entered an Administration Agreement with Neostellar Administrative Services LLC, an adviser affiliate. That entity provides office facilities, personnel, and administrative services, with Neostellar reimbursing its costs subject to at least quarterly audit committee review and ongoing board oversight.
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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 21, 2026 (July 15, 2026)

 

NEOSTELLAR 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

 

Former name or former address, if changed since last report: SuRo Capital Corp.

 

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   NSLR   Nasdaq Global Select Market
6.00% Notes due 2026   NSLRL   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 1.01. Entry into a Material Definitive Agreement.

 

Investment Advisory Agreement

 

On July 15, 2026 (the “Effective Date”), Neostellar Capital Corp. (formerly known as SuRo Capital Corp.) (the “Company”), a Maryland corporation and a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), entered into an Investment Advisory Agreement (the “Investment Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), a Delaware limited liability company and SEC-registered investment adviser jointly owned by certain officers of the Company and Magnetar Holdings LLC (together with its affiliates, “Magnetar”). As previously disclosed, prior to the Effective Date, the Investment Advisory Agreement was unanimously approved by the Company’s board of directors (the “Board”), including the directors who are not “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the 1940 Act, and by the Company’s stockholders at a special meeting of stockholders held on June 10, 2026.

 

Under the Investment Advisory Agreement, the Adviser manages the investment and reinvestment of the Company’s assets, subject to the Board’s supervision, including sourcing, evaluating, structuring, closing, monitoring and disposing of investments, exercising voting and board observer rights, arranging debt financing, and providing other customary investment advisory and related services. The Adviser’s services are not exclusive, provided that the Adviser remains the Company’s sole investment adviser, subject to its right to enter into sub-advisory agreements. The Adviser bears the compensation and overhead costs of its investment personnel providing services under the Investment Advisory Agreement, while the Company bears all other operating, administrative and transaction expenses, including amounts payable under the Administration Agreement (as defined below).

 

As compensation for its services, under the Investment Advisory Agreement the Company will pay the Adviser: (i) a base management fee; and (ii) a two-part incentive fee comprised of a quarterly income-based fee and an annual capital gains fee.

 

For purposes of each incentive fee, an “Eligible Investment” shall be any investment made by the Company on or after the Effective Date (“New Investments”). Investments held by the Company prior to the Effective Date (“Pre-Existing Investments”) shall not constitute Eligible Investments and shall be excluded entirely from any incentive fee calculation. For the avoidance of any doubt: (1) the Company will not pay an incentive fee on “Pre-Incentive Fee Net Investment Income” (as defined below) or on the capital gains attributable to Pre-Existing Investments; and (2) Pre-Existing Investments shall not be included in any cumulative, “high-water mark,” or similar netting calculation used to determine the Capital Gains Fee (as defined below) or any other component of the incentive fee. Any such cumulative or netting calculation shall be based solely on New Investments.

 

Base Management Fee

 

Beginning on the Effective Date, the Company will pay the Adviser a base management fee equal to 1.75% per annum of the Company’s gross assets, payable monthly in arrears, and calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during the current calendar quarter.

 

Incentive Fee on “Pre-Incentive Fee Net Investment Income”

 

“Pre-Incentive Fee Net Investment Income” includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation.

 

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company will pay the Adviser an incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

 

(A) No incentive fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;

 

(B) 100.00% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and

 

(C) 20.00% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).

 

Incentive Fee on Capital Gains

 

The second part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement), commencing on December 31, 2026, and equals the lesser of (i) 20.00% of the Company’s realized capital gains during such calendar year, if any, calculated on an investment-by-investment basis for each Eligible Investment, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature, and (ii) 20.00% of the Company’s realized capital gains, if any, on a cumulative basis from the date of the Company’s investment in an Eligible Investment through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees. For this purpose, the Company’s realized capital gains from each Eligible Investment, expressed as a non-compounded annual rate of return on the cost of such investment since the Company initially acquired it, are compared to a hurdle rate of 7.00% per year, such that:

 

(A) no Capital Gains Fee is payable on realized capital gains from an Eligible Investment that do not exceed the 7.00% hurdle rate;

 

(B) 100.00% of realized capital gains from an Eligible Investment that exceed the 7.00% hurdle rate but are less than a rate of 8.75% per year (the “Catch-Up”) are included in the Capital Gains Fee, which is designed to provide the Adviser with an incentive fee of 20.00% on all such realized capital gains once the rate of return exceeds 8.75% per year; and

 

(C) 20.00% of realized capital gains from an Eligible Investment that exceed a rate of 8.75% per year are included in the Capital Gains Fee. In no event will the Capital Gains Fee for any calendar year exceed 20.00% of the Company’s realized capital gains from Eligible Investments, if any, on a cumulative basis from the Effective Date through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation with respect to the Eligible Investments on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees.

 

 

 

 

The Investment Advisory Agreement limits the Adviser’s liability to the Company and provides for indemnification by the Company, in each case except for conduct involving willful misfeasance, bad faith, gross negligence, criminal conduct or reckless disregard of the Adviser’s duties, as determined in accordance with the 1940 Act. The Investment Advisory Agreement has an initial two-year term, beginning on the Effective Date, and continues annually thereafter subject to the approval required under the 1940 Act. The Investment Advisory Agreement will terminate automatically upon its assignment, and may otherwise be terminated without penalty on 60 days’ written notice by the Adviser, the Board or a majority vote of the Company’s outstanding voting securities.

 

The foregoing description of the Investment Advisory Agreement is only a summary of certain of the provisions of such agreement and is qualified in its entirety by reference to the Investment Advisory Agreement. The Investment Advisory Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Administration Agreement

 

On the Effective Date, the Company also entered into an Administration Agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC, a Delaware limited liability company and affiliate of the Adviser (the “Administrator”). The Administrator will provide, or arrange for, the office facilities, personnel and administrative services necessary for the Company’s operations, including record-keeping, financial reporting, net asset value determination, tax return preparation oversight, and oversight of the Company’s other third-party service providers, in each case subject to the Board’s review. The Company reimburses the Administrator for the costs and expenses incurred in performing its services, with the amount and allocation methodology of such reimbursements subject to at least quarterly review by the Board’s audit committee (or an equivalent independent committee) and ongoing Board oversight.

 

The Administration Agreement contains customary confidentiality provisions, including with respect to nonpublic personal information under Regulation S-P and Regulation S-AM, limits the Administrator’s liability and provides for indemnification by the Company, in each case except for conduct involving willful misfeasance, bad faith, gross negligence or reckless disregard of duty, and confirms that the Administrator’s services are not exclusive. The Administration Agreement has an initial two-year term and continues annually thereafter subject to required Board approvals, may be terminated without penalty by the Board or the Administrator on 60 days’ written notice, and may not be assigned without the other party’s consent.

 

The foregoing description of the Administration Agreement is only a summary of certain of the provisions of such agreement and is qualified in its entirety by reference to the Administration Agreement. The Administration Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On June 26, 2026, SuRo Capital Corp. (predecessor to the Company) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with MCP Investing LLC, a Delaware limited liability company and an affiliate of Magnetar (“Purchaser”), pursuant to which the Company agreed to sell, and Purchaser agreed to purchase, the Note (as defined below).

 

On July 16, 2026, following the satisfaction or waiver of the closing conditions set forth in the Securities Purchase Agreement, including the Company’s completion of its transition to an externally managed BDC through its entry into the Investment Advisory Agreement and the Administration Agreement described above, the Company issued to the Purchaser a redeemable promissory note in the aggregate principal amount of $20,000,000 (the “Note”). The Note bears interest at a rate of 6.50% per annum, payable semi-annually in cash, which rate will increase by an additional 0.50% per annum if the Company or its subsidiaries incur indebtedness senior in right of payment to the Note, and will increase by an additional 2.00% per annum during the continuance of an event of default under the Note. All outstanding principal and accrued interest under the Note will be due and payable on the maturity date in 2029, unless earlier redeemed or repaid, and the Company may not prepay the Note prior to its maturity date without the consent of the holder.

 

If, prior to the maturity date, the Company consummates a “Qualified Fundraising” (as defined in the Note), the Note will be mandatorily redeemed, without further action by the holder, through the issuance of shares of the Company’s common stock in an amount equal to the outstanding principal and accrued interest under the Note divided by the per-share price of the Company’s common stock sold in the Qualified Fundraising. If the Company consummates a “Change of Control” (as defined in the Note) while the Note remains outstanding, the Company must repay the holder in cash in an amount equal to 105% of the outstanding principal and accrued interest under the Note.

 

The Note contains customary events of default, including payment defaults, bankruptcy-related defaults, cross-defaults to other material indebtedness or judgments in excess of specified thresholds, and breaches of covenants, upon the occurrence of which the outstanding amount under the Note may become immediately due and payable, either automatically or at the election of the holder. The Company and Purchaser have agreed to treat the Note as debt for U.S. federal, state and local tax purposes. The Securities Purchase Agreement requires the Company to file, within 30 days after any redemption of the Note, a shelf registration statement covering resale of the shares of common stock issuable upon such redemption.

 

The foregoing description of the Securities Purchase Agreement and the Note is only a summary of certain of their provisions and is qualified in its entirety by reference to the Securities Purchase Agreement and the Note, which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On July 15, 2026, the Board, in accordance with its bylaws, increased the size of the Board from six to seven directors, creating a vacancy to be filled by a new director and to serve with the class of directors whose terms expire at the Company’s 2028 annual meeting of stockholders. In connection with the foregoing, the Board appointed Erik Falk as a director, effective July 15, 2026.

 

Mr. Falk, age 56, has served as a Partner and Head of Strategy of Magnetar since September 2017. He has also served as a Senior Advisor of Star Mountain Capital since August 2017 and as an Advisory Board Member of White Hat Capital Partners since January 2021. Mr. Falk currently serves as a director of Great Elm Capital Corp., a business development company, since March 2021, as a director of Enable Injections, Inc. since February 2025, and as a director of Estately Operations LLC since May 2026, and previously served as a director of Appgate Holdings LLC from September 2024 to June 2025. He also serves as an investment committee member of The Public Theater. Mr. Falk brings 34 years of financial services experience, including in investment banking, sales and trading, and investing.

 

The Board has determined that Mr. Falk is not an “independent director” under the applicable listing standards of the Nasdaq Global Select Market because he is an “interested person” of the Company (as defined in Section 2(a)(19) of the 1940 Act). Mr. Falk is an interested person of the Company by virtue of his affiliation with Magnetar, including Magnetar Holdings LLC, which, together with certain current employees of the Company, jointly owns the Adviser. Accordingly, Mr. Falk will serve as one of the Company’s interested directors. His term will expire at the Company’s 2028 annual meeting of stockholders, or until his successor is duly elected and qualified.

 

Mr. Falk will not receive any compensation from the Company for his service as a director because he is employed by, or otherwise affiliated with, the Adviser and its affiliates, including Magnetar.

 

Mr. Falk was appointed as a director in connection with the externalization of the Company’s management structure pursuant to the Investment Advisory Agreement described in Item 1.01 of this Current Report on Form 8-K. Other than as described in this Current Report, there are no arrangements or understandings between Mr. Falk and any other persons pursuant to which he was appointed as a director.

 

Mr. Falk has, or may be deemed to have, an indirect interest in certain transactions between the Company and affiliates of Magnetar that may require disclosure under Item 404(a) of Regulation S-K. In particular, (i) an affiliate of Magnetar, in which certain members of Mr. Falk’s family have an indirect economic interest through a trust, made a loan to the Company in the amount of $20,000,000, as evidenced by the Note described in Item 2.03 of this Current Report on Form 8-K; (ii) an affiliate of Magnetar, in which Mr. Falk and/or such trust may have an indirect economic interest, is a member of the Adviser and, in connection with the appointment arrangement described above, is entitled to certain cost reimbursements for staff and services provided to the Adviser in connection with its advisory services; and (iii) an affiliate of Magnetar receives certain fees in connection with a portfolio investment held by the Company, in which Mr. Falk holds an indirect, non-controlling economic interest. Each of the foregoing transactions between the Company, the Adviser and affiliates of Magnetar has previously been disclosed to, and approved by, the Company’s Board of Directors and the Company’s stockholders, as applicable.

 

 

 

 

Item 7.01. Regulation FD

 

On July 21, 2026, Neostellar Capital Corp. (the “Company”) issued a press release (the “Press Release”) announcing its entry into the Investment Advisory Agreement and the Administration Agreement described in Item 1.01 above, the Securities Purchase Agreement and the Note described in Item 2.03 above, and the appointment of Erik Falk as a director described in Item 5.02 above. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Investment Advisory Agreement, dated as of July 15, 2026, by and between Neostellar Capital Corp. and Neostellar Advisors LLC (filed herewith)
10.2   Administration Agreement, dated as of July 15, 2026, by and between Neostellar Capital Corp. and Neostellar Administrative Services LLC (filed herewith)
10.3   Securities Purchase Agreement, dated as of June 26, 2026, by and between SuRo Capital Corp. (now known as Neostellar Capital Corp.) and MCP Investing LLC (filed herewith)
10.4   Redeemable Promissory Note, dated as of July 16, 2026, issued by SuRo Capital Corp. (now known as Neostellar Capital Corp.) to MCP Investing LLC (filed herewith)
99.1   Press Release dated July 21, 2026*
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.”

 

 

 

 

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 21, 2026 NEOSTELLAR CAPITAL CORP.
   
   
  By: /s/ Allison Green
    Allison Green
    Chief Financial Officer, Treasurer and Corporate Secretary

 

 

 

 

Exhibit 99.1

 

 

SuRo Capital Team and Magnetar Launch Neostellar Advisors,

Expanding Access to Venture-Backed Private Companies

 

New External Manager Brings Together SuRo Capital’s 15-Year Private Investment Track Record and Magnetar’s Institutional Capabilities as an $18 Billion Investment Manager

 

Formerly SuRo Capital Corp., Neostellar Capital Corp. Is Now Trading on

Nasdaq Under New Ticker “NSLR”

 

NEW YORK, NY, July 21, 2026 (GLOBE NEWSWIRE)Neostellar Capital Corp. (“Neostellar”, the “Company”, “we”, “us”, and “our”) (Nasdaq: NSLR) formerly SuRo Capital Corp., today announced its launch as a newly rebranded, publicly traded investment platform designed to expand access to high-growth, venture-backed private companies through its transition to an externally managed structure.

 

The new structure enhances the Company’s ability to create long-term shareholder value through a new joint venture investment manager, Neostellar Advisors LLC (“Neostellar Advisors”), owned by SuRo Capital executives and Magnetar. Magnetar brings significant scale with approximately $18 billion in assets under management as of January 1, 2026, more than 20 years of investment experience, and experience investing in differentiated venture-backed artificial intelligence ecosystem, technology, and technology-enabled companies.

 

The partnership is intended to enhance the Company’s ability to identify attractive investment opportunities, deepen insight into emerging technology trends, and bolster the Company’s long-standing investment strategy.

 

Building a Stronger Platform with Magnetar

 

“For more than 15 years, our objective has been to provide public market investors with access to the world’s most innovative and consequential privately held companies during the period when meaningful value creation is taking place,” said Mark D. Klein, Chairman and Chief Executive Officer of Neostellar. “That mission has become increasingly important as leading technology and innovation-driven businesses remain private longer, raise larger amounts of capital outside the public markets, and often reach substantial scale before IPO.”

 

“This partnership builds on the platform we have developed over the past fifteen years by expanding our sourcing capabilities and strengthening our position as a long-term capital partner to the companies we support. Additionally, Magnetar’s deep presence and expertise in the venture-backed artificial intelligence ecosystem, where many of the most attractive investment opportunities exist today, is a meaningful differentiator.”

 

 

 

 

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Magnetar’s Rationale for Partnering with the Neostellar Team

 

“Magnetar has worked closely with Mark and the team for many years, and our firms have developed a strong relationship through a shared investment philosophy including making several investments alongside one another,” said Dave Snyderman, Managing Partner at Magnetar. “We believe the current environment presents one of the most attractive private market opportunity sets we’ve seen in years, particularly across AI infrastructure.”

 

“Neostellar represents an ideal structure for this moment — a fifteen-year publicly traded venture franchise now combined with Magnetar’s institutional sourcing and underwriting. We deliberately chose this partnership, and we look forward to leveraging our capabilities to support Neostellar’s continued growth and deliver results for shareholders,” Mr. Snyderman concluded.

 

“We founded this Company because we believed public market investors deserved access to the private companies shaping the future,” said Mr. Klein. “That need is even more important today. Magnetar’s demonstrated success in investing in next-generation technology opportunities, including companies such as CoreWeave, further strengthens Neostellar’s ability to pursue category-defining private businesses as they scale. With Magnetar as our partner, Neostellar is better positioned to source, evaluate, and invest in the next generation of high-growth private companies,” Mr. Klein concluded.

 

In connection with the launch, an affiliate of Magnetar has made a $20 million investment in Neostellar, underscoring conviction in the Company’s strategy and creating meaningful alignment with stockholders.

 

Neostellar’s Structure: Externalization and Leadership

 

The launch follows the completion of the Company’s transition from an internally managed business development company (“BDC”) to an externally managed structure through a new investment advisory agreement with Neostellar Advisors. The appointment of Neostellar Advisors as investment adviser to the Company became effective July 15, 2026.

 

The Company continues to trade on the Nasdaq Global Select Market, now under the ticker symbol “NSLR,” and remains led by Mark D. Klein, Chairman and Chief Executive Officer, and Allison Green, Chief Financial Officer, Treasurer, and Corporate Secretary. Erik Falk, Partner and Head of Strategy at Magnetar, has joined the Board of Directors of Neostellar.

 

About Neostellar Capital Corp.

 

Neostellar Capital Corp. (Nasdaq: NSLR) , formerly SuRo Capital Corp. (Nasdaq: SSSS), has been a publicly traded investment company focused on investing in private, venture-backed businesses for over 15 years. In simple terms, Neostellar invests in companies that are not yet listed on a public stock exchange. By owning shares of Neostellar, investors can gain exposure to a portfolio of VC-backed companies through a publicly traded stock. Neostellar is externally managed by Neostellar Advisors LLC, a joint venture owned by certain Neostellar Advisor employees and Magnetar Holdings LLC. Together, the platform combines experience in private company investing with institutional investment management capabilities. Neostellar Capital Corp. is headquartered in New York, NY and has an office in San Francisco, CA. Connect with the Company on X, LinkedIn, and at neostellar.vc.

 

About Neostellar Advisors LLC

 

Neostellar Advisors LLC is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, and serves as the external investment adviser to Neostellar Capital Corp. Formed in 2026, Neostellar Advisors LLC is a joint venture between certain executives of Neostellar Capital Corp. and Magnetar Holdings LLC, combining Neostellar’s publicly traded venture investing experience with Magnetar’s institutional sourcing and underwriting.

 

About Magnetar

 

Founded in 2005, Magnetar is a multi-strategy and multi-product alternative investment manager that seeks to achieve stable risk-adjusted returns by opportunistically employing a wide range of alternative credit & fixed income, quantitative, and venture investment strategies. Magnetar invests across the capital structure in both public and private transactions utilizing both fundamental and quantitative analyses. Currently run by two managing partners, Ross Laser and Dave Snyderman, Magnetar is headquartered in Evanston, Illinois. Magnetar and its affiliates employ a team of approximately 220 professionals as of June 30, 2026, and maintain four satellite offices in New York, London, Menlo Park, and Austin.

 

Contact

 

Neostellar Capital Corp.

(212) 931-6331

IR@neostellaradvisors.com

 

 

 

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