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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, 2026
NEOSTELLAR
CAPITAL CORP.
(f/k/a
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 |
|
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 2.02. Results of Operations and Financial Condition.
On
July 8, 2026, Neostellar Capital Corp. (“Neostellar” or the “Company”) issued a press release containing
preliminary estimates of its results for the second quarter ended June 30, 2026 (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.
Item 8.01. Other Events.
Preliminary
Estimates and Investment Portfolio Update
On
July 8, 2026, the Company disclosed the following information in the Press Release.
Preliminary Net Asset Value
As
previously reported, the Company’s net assets totaled approximately $361.6 million, or $14.24 per share, as of March 31, 2026,
compared to approximately $219.4 million, or $9.18 per share, as of June 30, 2025.
As
of June 30, 2026, the Company’s net asset value is estimated to be between $13.25 and $13.75 per share.
Investment Portfolio Update
As
of June 30, 2026, the Company held positions in 37 portfolio companies – 34 privately held and 3 publicly held.
During
the three months ended June 30, 2026, the Company made the following investments:
| Portfolio
Company |
|
Investment |
|
Transaction
Date |
|
Amount(1) |
|
| Huntress
Labs Inc. |
|
Common
Shares |
|
4/8/2026 |
|
$ |
0.2
million |
|
| ClickHouse,
Inc. |
|
Series
A Preferred Shares |
|
4/22/2026 |
|
$ |
9.5
million |
|
| Magnetar
Opportunity 2025-4 LP(2) |
|
Class
B Interest |
|
6/3/2026 |
|
$ |
15.0
million |
|
| (1) |
Amount
invested does not include capitalized costs or prepaid expenses, if applicable. |
| |
|
| (2) |
Magnetar
Opportunity 2025-4 LP is a special purpose vehicle (SPV) invested in TensorWave, Inc. On December 31, 2025, the Company committed
up to $20.0 million to Magnetar Opportunity 2025-4 LP. As of June 30, 2026, the entire $20.0 million capital commitment to Magnetar
Opportunity 2025-4 LP has been funded. |
During
the three months ended June 30, 2026, the Company exited and/or received proceeds from the following investments:
| Portfolio
Company |
|
Transaction
Date |
|
Quantity
/
Initial Capital |
|
|
Average
Net
Share Price(1) |
|
|
Net
Proceeds |
|
|
Realized
Gain |
|
| CW
Opportunity 2 LP |
|
Various |
|
|
12.2 |
% |
|
|
N/A |
|
|
$ |
6.5
million |
|
|
$ |
4.6
million |
(2) |
| GrabAGun
Digital Holdings Inc. - Common Shares(3) |
|
Various |
|
|
147,135 |
|
|
$ |
3.18 |
|
|
$ |
0.5
million |
|
|
$ |
0.3
million |
|
| HL
Digital Assets Inc.(4) |
|
6/5/2026 |
|
|
100 |
% |
|
|
N/A |
|
|
$ |
5.2
million |
|
|
$ |
<0.1
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) |
CW
Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Class A Common Shares of CoreWeave, Inc. Realized
gain is calculated based on the current reporting by the SPV and may be subject to change or adjustment due to the impact of performance
fees. |
| |
|
| (3) |
As
of June 30, 2026, the Company holds 452,619 common shares of GrabAGun Digital Holdings, Inc. |
| |
|
| (4) |
HL
Digital Assets Inc.’s primary purpose is to invest in HYPE, the digital token of Hyperliquid. On June 5, 2026, the Company
received a distribution reflecting a full exit of the Company’s investment in HL Digital Assets Inc. |
Subsequent
to quarter-end through July 8, 2026, the Company received proceeds from the following investment:
| Portfolio Company | |
Transaction Date | |
Quantity / Initial Capital | | |
Average
Net Share Price(1) | | |
Net Proceeds | | |
Realized Gain | |
| GrabAGun
Digital Holdings Inc. - Common Shares(2) | |
Various | |
| 110,855 | | |
$ | 3.13 | | |
$ | 0.3
million | | |
$ | 0.2
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 July 8, 2026, the Company holds 341,764 common shares of GrabAGun Digital Holdings, Inc. |
The
Company’s liquid assets were approximately $14.7 million as of June 30, 2026, consisting of cash and securities of publicly traded
portfolio companies at quarter-end.
As
of June 30, 2026, there were 26,473,222 shares of the Company’s common stock outstanding.
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, 2026 results in August 2026.
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. With respect to
the pending externalization, these risks and uncertainties include, but are not limited to: the ability to retain key personnel; the
ability to realize the anticipated benefits of the externalization; and the impact of the externalization on the Company’s business,
financial condition, and results of operations. 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, 2026* |
| 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, 2026 |
NEOSTELLAR
CAPITAL CORP. |
| |
|
| |
By:
|
/s/
Allison Green |
| |
|
Allison
Green |
| |
|
Chief
Financial Officer, Treasurer and |
| |
|
Corporate
Secretary |
Page 1
of 3
Exhibit
99.1

Neostellar
Capital Corp. Announces Second Quarter 2026
Preliminary
Investment Portfolio Update
Completed
Remaining $15 Million Investment in TensorWave via Magnetar Opportunity 2025-4 LP
Net
Asset Value Expected to be $13.25 to $13.75 Per Share
NEW
YORK, NY, July 8, 2026 (GLOBE NEWSWIRE) – Neostellar Capital Corp. (“Neostellar Capital”, the “Company”,
“we”, “us”, and “our”) (Nasdaq: NSLR) today provided a preliminary update on its
investment portfolio for the second quarter ended June 30, 2026.
As
previously announced, effective July 1, 2026, the Company changed its name from SuRo Capital Corp. to Neostellar Capital Corp. and its
Nasdaq Global Select Market ticker symbol from “SSSS” to “NSLR” in anticipation of its transition to an externally
managed structure.
“Our
stockholders overwhelmingly approved the transition to an externally managed structure, and the transition is now subject only to customary
regulatory approvals, which we expect to receive in the near-term,” said Mark Klein, Chairman and Chief Executive Officer of Neostellar
Capital. “We believe this evolution of our platform will enhance our sourcing capabilities, broaden our investment opportunity
set, and increase our flexibility in pursuing differentiated private technology investments.”
“During
the second quarter, we funded our remaining $15 million commitment to TensorWave through an investment in Magnetar Opportunity 2025-4
LP. Together with the initial $5 million investment completed during the first quarter of 2026, Neostellar Capital’s total investment
in TensorWave now stands at $20 million. Since the initial investment, TensorWave has continued to execute against its growth strategy,
reinforcing our investment thesis and conviction in the long-term opportunity. We believe TensorWave is well positioned to benefit from
increasing demand for high-performance AI compute infrastructure as enterprise AI adoption continues to accelerate.”
“We
also completed a $9.5 million investment in ClickHouse during the second quarter, further expanding our exposure to category-leading
private technology companies supporting AI and enterprise software infrastructure. ClickHouse is a leading provider of high-performance
analytical database software serving enterprise and AI-driven workloads. We believe ClickHouse’s differentiated technology and
growing enterprise adoption position it well for continued long-term growth.”
“These
investments reflect our disciplined approach to capital allocation and our strategy of partnering with category-leading private technology
companies benefiting from durable secular growth trends,” Mr. Klein continued. “We remain focused on identifying businesses
with differentiated technologies, strong competitive positions, and attractive long-term growth prospects.”
Mr.
Klein concluded, “We believe the continued adoption of artificial intelligence is creating an expanding universe of compelling
private investment opportunities. Our objective remains to partner with exceptional entrepreneurs building category-defining technology
companies before they become broadly accessible in the public markets. We believe Neostellar Capital is well positioned to capitalize
on these opportunities and deliver long-term value for our stockholders.”
Page
2 of 3
Preliminary
Net Asset Value
As
previously reported, the Company’s net assets totaled approximately $361.6 million, or $14.24 per share, as of March 31, 2026,
compared to approximately $219.4 million, or $9.18 per share, as of June 30, 2025. As of June 30, 2026, the Company’s net asset
value is estimated to be between $13.25 and $13.75 per share.
Investment
Portfolio Update
As
of June 30, 2026, the Company held positions in 37 portfolio companies – 34 privately held and 3 publicly held.
During
the three months ended June 30, 2026, the Company made the following investments:
| Portfolio
Company |
|
Investment |
|
Transaction
Date |
|
Amount(1) |
| Huntress
Labs Inc. |
|
Common
Shares |
|
4/8/2026 |
|
$0.2
million |
| ClickHouse,
Inc. |
|
Series
A Preferred Shares |
|
4/22/2026 |
|
$9.5
million |
| Magnetar
Opportunity 2025-4 LP(2) |
|
Class
B Interest |
|
6/3/2026 |
|
$15.0
million |
| (1) | Amount
invested does not include capitalized costs or prepaid expenses, if applicable. |
| (2) | Magnetar
Opportunity 2025-4 LP is a special purpose vehicle (SPV) invested in TensorWave, Inc. On
December 31, 2025, the Company committed up to $20.0 million to Magnetar Opportunity 2025-4
LP. As of June 30, 2026, the entire $20.0 million capital commitment to Magnetar Opportunity
2025-4 LP has been funded. |
During
the three months ended June 30, 2026, the Company exited and/or received proceeds from the following investments:
| Portfolio
Company |
|
Transaction
Date |
|
Quantity/
Initial
Capital |
|
Average
Net Share Price(1) |
|
Net
Proceeds |
|
Realized
Gain |
| CW
Opportunity 2 LP |
|
Various |
|
12.2% |
|
N/A |
|
$6.5
million |
|
$4.6
million(2) |
| GrabAGun
Digital Holdings Inc. - Common Shares(3) |
|
Various |
|
147,135 |
|
$3.18 |
|
$0.5
million |
|
$0.3
million |
| HL
Digital Assets Inc. (4) |
|
6/5/2026 |
|
100% |
|
N/A |
|
$5.2
million |
|
<$0.1
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) | CW
Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Class
A Common Shares of CoreWeave, Inc. Realized gain is calculated based on the current reporting
by the SPV and may be subject to change or adjustment due to the impact of performance fees. |
| (3) | As
of June 30, 2026, the Company holds 452,619 common shares of GrabAGun Digital Holdings, Inc. |
| (4) | HL
Digital Assets Inc.’s primary purpose is to invest in HYPE, the digital token of Hyperliquid.
On June 5, 2026, the Company received a distribution reflecting a full exit of our investment
in HL Digital Assets Inc. |
Subsequent
to quarter-end through July 8, 2026, the Company received proceeds from the following investment:
| Portfolio
Company |
|
Transaction
Date |
|
Quantity/
Initial
Capital |
|
Average
Net Share Price(1) |
|
Net
Proceeds |
|
Realized
Gain |
| GrabAGun
Digital Holdings Inc. - Common Shares(2) |
|
Various |
|
110,855 |
|
$3.13 |
|
$0.3
million |
|
$0.2
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 July 8, 2026, the Company holds 341,764 common shares of GrabAGun Digital Holdings, Inc. |
The
Company’s liquid assets were approximately $14.7 million as of June 30, 2026, consisting of cash and securities of publicly traded
portfolio companies at quarter-end.
As
of June 30, 2026, there were 26,473,222 shares of the Company’s common stock outstanding.
Page
3 of 3
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 our 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, 2026 results in August 2026.
Forward-Looking
Statements
Statements
included herein, including statements regarding Neostellar Capital’s beliefs, expectations, intentions, or strategies for the future,
may constitute “forward-looking statements”. Neostellar Capital cautions you that 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. With respect to
the pending externalization, these risks and uncertainties include, but are not limited to: the ability to retain key personnel; the
ability to realize the anticipated benefits of the externalization; and the impact of the externalization on the Company’s business,
financial condition, and results of operations. Risk factors, cautionary statements, and other conditions which could cause Neostellar
Capital’s actual results to differ from management’s current expectations are contained in Neostellar Capital’s filings
with the Securities and Exchange Commission. Neostellar Capital undertakes no obligation to update any forward-looking statement to reflect
events or circumstances that may arise after the date of this press release.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Neostellar Capital. The information
contained herein is for informational purposes only and is not intended to be a substitute for financial, legal, or tax advice.
About
Neostellar Capital Corp.
Neostellar
Capital Corp. (Nasdaq: NSLR)
is a publicly traded investment company focused on private, venture-backed businesses. 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. Upon receipt of final regulatory approval, which we expect in the near-term, Neostellar will
be externally managed by Neostellar Advisors 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.
Contact
Neostellar
Capital Corp.
(212)
931-6331
IR@neostellaradvisors.com