Form 8-K

8-K — Neostellar Capital Corp.

Accession: 0001493152-26-032550

Filed: 2026-07-08

Period: 2026-07-08

CIK: 0001509470

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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 ☐

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.

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

July 8, 2026, the Company disclosed the following information in the Press Release.

Preliminary Net Asset Value

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.

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

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

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

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

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)

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)

of June 30, 2026, the Company holds 452,619 common shares of GrabAGun Digital Holdings, Inc.

(4)

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)

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.

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

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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.

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

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

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

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

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

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.

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

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

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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