Form 8-K
8-K — Neostellar Capital Corp.
Accession: 0001493152-26-045747
Filed: 2026-10-05
Period: 2026-10-05
CIK: 0001509470
Item: Results of Operations and Financial Condition
Item: Other Events
Item: Financial Statements and Exhibits
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2026-10-05
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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):
October
5, 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
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
October 5, 2026, Neostellar Capital Corp. (“Neostellar” or the “Company”) issued a press release containing preliminary
estimates of its results for the third quarter ended September 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
October 5, 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 $355.9 million, or $13.44 per share, as of June 30, 2026, compared
to approximately $231.8 million, or $9.23 per share, as of September 30, 2025.
As
of September 30, 2026, the Company’s net asset value is estimated to be between $12.25 and $12.75 per share.
Investment
Portfolio Update
As
of September 30, 2026, the Company held positions in 34 portfolio companies – 30 privately held and 4 publicly held.
During
the three months ended September 30, 2026, the Company made the following investment:
Portfolio
Company
Investment
Transaction
Date
Amount(1)
Shogun Enterprises, Inc. (d/b/a
Hearth)(2)
Common Shares
7/10/2026
$
<0.1 million
(1)
Amount invested does not
include capitalized costs or prepaid expenses, if applicable.
(2)
On July 10, 2026, the Company
exercised 86,076 warrants and received 86,076 Common Shares of Shogun Enterprises, Inc. (d/b/a Hearth).
During
the three months ended September 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/(Loss)
GrabAGun Digital
Holdings Inc. - Common Shares(2)
Various
143,655
$ 3.12
$ 0.4
million
$ 0.3
million
Aventine Property Group, Inc.
7/8/2026
312,500
$ 0.10
$ <0.1
million
$ (2.5
million)
CW Opportunity 2 LP
8/21/2026
3.8 %
N/A
$ 2.0
million
$ 1.4
million (3)
Learneo, Inc. (f/k/a Course
Hero, Inc.)
9/21/2026
2,421,168
$ 3.88
$ 9.4
million
$ (5.6
million)
CTN Holdings, Inc. (d/b/a
Catona Climate, f/k/a Aspiration Partners, Inc.)(4)
9/25/2026
565,182
N/A
$ -
$ (1.3
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 September 30, 2026,
the Company holds 308,964 common shares of GrabAGun Digital Holdings, Inc.
(3)
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.
(4)
On September 25, 2026,
the Company abandoned its investment in CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.).
The
Company’s liquid assets were approximately $42.2 million as of September 30, 2026, consisting of cash and securities of publicly
traded portfolio companies not subject to certain restrictions at quarter-end.
As
of September 30, 2026, there were 26,473,222 shares of the Company’s common stock outstanding.
Magnetar
6.50% Redeemable Promissory Note due 2029
On
July 17, 2026, the Company received gross proceeds of $20.0 million pursuant to a redeemable promissory note issued to a Magnetar-affiliated
entity. The redeemable promissory note bears interest at 6.50% per annum, payable semiannually in cash, and matures on July 16, 2029,
unless earlier repaid through the issuance of shares of the Company’s common stock upon the completion of a transaction or series
of transactions that result in at least $230.0 million of gross proceeds to the Company. In such event, the outstanding principal and
accrued interest would be satisfied through the issuance of shares of the Company’s common stock at the price per share of common
stock sold by the Company in the latest of such transactions in which the Company raised at least $5.0 million in aggregate net proceeds
from sales to purchasers that were not affiliates of the Company. The Company believes the financing enhances liquidity and financial
flexibility as the Company continues to execute its investment strategy.
Note
Repurchase Program
On
October 29, 2025, the Company’s Board of Directors approved an extension of the discretionary note repurchase program (the “Note
Repurchase Program”) which allows the Company to repurchase up to an additional $40.0 million, or the remaining aggregate principal
amount, of its 6.00% Notes due 2026 (the “6.00% Notes”) through open market purchases, including block purchases, in such
manner as will comply with the provisions of the Investment Company Act of 1940, as amended, and the Exchange Act.
During
the quarter ended September 30, 2026, the Company repurchased an additional 1,984 of the 6.00% Notes under the Note Repurchase Program.
As of September 30, 2026, the Company had repurchased 1,568,791 of the 6.00% Notes under the Note Repurchase Program. The aggregate principal
dollar amount of 6.00% Notes that may yet be repurchased by the Company under the Note Repurchase Program is approximately $35.8 million,
or the remaining aggregate principal amount, of its 6.00% Notes.
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 third quarter ended September 30, 2026 results in November 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; risks relating to our externally managed
structure and our relationship with Neostellar Advisors LLC (the “Adviser”), Magnetar Holdings LLC and their respective affiliates,
including actual and potential conflicts of interest; our ability to retain key personnel and execute our investment strategy; and other
risks and uncertainties that could cause actual results to differ materially from the plans, intentions, and expectations reflected in
or suggested by the forward-looking statements. 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 October 5, 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: October 5, 2026
NEOSTELLAR CAPITAL CORP.
By:
/s/
Allison Green
Allison Green
Chief Financial Officer,
Treasurer and
Corporate Secretary
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Neostellar
Capital Corp. Announces Third Quarter 2026
Preliminary
Investment Portfolio Update
Net
Asset Value Expected to be $12.25 to $12.75 Per Share
NEW
YORK, NY, October 5, 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 third quarter ended September 30, 2026.
“During
the third quarter, we remained encouraged by the growth prospects of our core portfolio, supported by expanding AI adoption, increasing
demand for compute and continued innovation in digital health,” said Mark Klein, Chairman and Chief Executive Officer of Neostellar
Capital.
“While
the IPO market showed early signs of reopening in Q3, the recovery has been slower than anticipated amid macroeconomic and geopolitical
uncertainty. We remain confident in the strength of our portfolio companies and their ability to pursue liquidity opportunities, including
IPOs, when timing and market conditions support long-term value creation.”
“As
always, our shareholders’ best interests guide our decisions. Consistent with our prior practice, our shelf registration filing
preserves the flexibility to raise capital when doing so would be accretive to shareholders. We will exercise that flexibility with discipline
and a continued focus on building long-term shareholder value,” Mr. Klein concluded.
Preliminary
Net Asset Value
As
previously reported, the Company’s net assets totaled approximately $355.9 million, or $13.44 per share, as of June 30, 2026, compared
to approximately $231.8 million, or $9.23 per share, as of September 30, 2025. As of September 30, 2026, the Company’s net asset
value is estimated to be between $12.25 and $12.75 per share.
Investment
Portfolio Update
As
of September 30, 2026, the Company held positions in 34 portfolio companies – 30 privately held and 4 publicly held.
During
the three months ended September 30, 2026, the Company made the following investment:
Portfolio Company
Investment
Transaction Date
Amount(1)
Shogun Enterprises, Inc. (d/b/a Hearth)(2)
Common Shares
7/10/2026
<$0.1 million
(1) Amount
invested does not include capitalized costs or prepaid expenses, if applicable.
(2) On
July 10, 2026, the Company exercised 86,076 warrants and received 86,076 Common Shares of
Shogun Enterprises, Inc. (d/b/a Hearth).
During
the three months ended September 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/(Loss)
GrabAGun Digital Holdings Inc. - Common Shares(2)
Various
143,655
$ 3.12
$ 0.4 million
$ 0.3 million
Aventine Property Group, Inc.
7/8/2026
312,500
$ 0.10
<$0.1 million
$ (2.5 million)
CW Opportunity 2 LP
8/21/2026
3.8 %
N/A
$ 2.0 million
$ 1.4
million (3)
Learneo, Inc. (f/k/a Course Hero, Inc.)
9/21/2026
2,421,168
$ 3.88
$ 9.4 million
$ (5.6 million)
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)(4)
9/25/2026
565,182
N/A
$ -
$ (1.3 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 September 30, 2026, the Company holds 308,964 common shares of GrabAGun Digital Holdings,
Inc.
(3) 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.
(4) On
September 25, 2026, the Company abandoned its investment in CTN Holdings, Inc. (d/b/a Catona
Climate, f/k/a Aspiration Partners, Inc.).
The
Company’s liquid assets were approximately $42.2 million as of September 30, 2026, consisting of cash and securities of publicly
traded portfolio companies not subject to certain restrictions at quarter-end.
As
of September 30, 2026, there were 26,473,222 shares of the Company’s common stock outstanding.
Magnetar
6.50% Redeemable Promissory Note due 2029
On
July 17, 2026, the Company received gross proceeds of $20.0 million pursuant to a redeemable promissory note issued to a Magnetar-affiliated
entity. The redeemable promissory note bears interest at 6.50% per annum, payable semiannually in cash, and matures on July 16, 2029,
unless earlier repaid through the issuance of shares of the Company’s common stock upon the completion of a transaction or series
of transactions that result in at least $230.0 million of gross proceeds to the Company. In such event, the outstanding principal and
accrued interest would be satisfied through the issuance of shares of the Company’s common stock at the price per share of common
stock sold by the Company in the latest of such transactions in which the Company raised at least $5.0 million in aggregate net proceeds
from sales to purchasers that were not affiliates of the Company. The Company believes the financing enhances liquidity and financial
flexibility as the Company continues to execute its investment strategy.
Note
Repurchase Program
On
October 29, 2025, the Company’s Board of Directors approved an extension of the discretionary note repurchase program (the “Note
Repurchase Program”) which allows the Company to repurchase up to an additional $40.0 million or the remaining aggregate principal
amount, of its 6.00% Notes due 2026 (the “6.00% Notes”) through open market purchases, including block purchases, in such
manner as will comply with the provisions of the Investment Company Act of 1940, as amended, and the Securities Exchange Act of 1934,
as amended.
During
the quarter ended September 30, 2026, we repurchased an additional 1,984 of the 6.00% Notes under the Note Repurchase Program. As of
September 30, 2026, we had repurchased 1,568,791 of the 6.00% Notes under the Note Repurchase Program. The aggregate principal dollar
amount of 6.00% Notes that may yet be repurchased by the Company under the Note Repurchase Program is approximately $35.8 million, or
the remaining aggregate principal amount, of its 6.00% Notes.
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 third quarter ended September 30, 2026 results in November 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; risks relating to our externally managed
structure and our relationship with Neostellar Advisors LLC (the “Adviser”), Magnetar Holdings LLC and their respective affiliates,
including actual and potential conflicts of interest; our ability to retain key personnel and execute our investment strategy; and other
risks and uncertainties that could cause actual results to differ materially from the plans, intentions, and expectations reflected in
or suggested by the forward-looking statements. 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), 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
Advisors 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.
Contact
Neostellar
Capital Corp.
(212)
931-6331
IR@neostellaradvisors.com
Media
Contact
Deborah
Kostroun
Neostellar.pr@zitopartners.com
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Local phone number for entity.
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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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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.
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No definition available.
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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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