NEOSTELLAR CAPITAL CORP. - FORM 8-K

Neostellar Capital Corp. (formerly SuRo Capital Corp.) has entered into an Investment Advisory Agreement with Neostellar Advisors LLC and an Administration Agreement with Neostellar Administrative Services LLC. The Investment Advisory Agreement, effective July 15, 2026, outlines the terms for Neostellar Advisors LLC to manage the company's assets, including a base management fee of 1.75% of gross assets and a two-part incentive fee based on net investment income and capital gains. Pre-existing investments are excluded from incentive fee calculations. The Administration Agreement, also effective July 15, 2026, details the services provided by Neostellar Administrative Services LLC, including office facilities, personnel, and administrative support, with the company reimbursing associated costs and expenses. Additionally, the company issued a $20,000,000 redeemable promissory note to MCP Investing LLC on July 16, 2026, bearing interest at 6.50% per annum, maturing in 2029. The note includes provisions for mandatory redemption upon qualified fundraising or repayment upon a change of control. Erik Falk was appointed as a director on July 15, 2026, bringing extensive financial services experience, though he is considered an "interested person" due to his affiliation with Magnetar.