NSLR 10-K/A
Neostellar Capital Corp. (NSLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
FOR
THE FISCAL YEAR ENDED
COMMISSION
FILE NUMBER:
(f/k/a SuRo Capital Corp.)
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The
aggregate market value of common stock beneficially owned by non-affiliates of the Registrant on June 30, 2025, based on the closing
price on that date of $8.21 on the Nasdaq Global Select Market, was $
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a)(3) | Exhibits |
Item 15(a)(3) of the Original Form 10-K is hereby amended to reflect the filing of the exhibits listed below, and is otherwise unchanged. The following exhibits are filed as part of this Amendment No. 1:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEOSTELLAR CAPITAL CORP. | |||
| Date: September 23, 2026 | By: | /s/ Mark D. Klein | |
| Mark D. Klein | |||
| Chairman, President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: September 23, 2026 | By: | /s/ Allison Green | |
| Allison Green | |||
| Chief Financial Officer, Treasurer, and Corporate Secretary | |||
| (Principal Financial and Accounting Officer) | |||
Exhibit 31.1
Certification of Chief Executive Officer of Neostellar Capital Corp.
pursuant to Rule 13a-14(a) under the Exchange Act,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark D. Klein, certify that:
| 1. | I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K for the fiscal year ended December 31, 2025 of Neostellar Capital Corp. (formerly known as SuRo Capital Corp.); and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated this 23rd day of September, 2026.
| By: | /s/ Mark D. Klein | |
| Mark D. Klein | ||
| Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer of Neostellar Capital Corp.
pursuant to Rule 13a-14(a) under the Exchange Act,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Allison Green, certify that:
| 1. | I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K for the fiscal year ended December 31, 2025 of Neostellar Capital Corp. (formerly known as SuRo Capital Corp.); and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated this 23rd day of September, 2026.
| By: | /s/ Allison Green | |
| Allison Green | ||
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON SUPPLEMENTAL FINANCIAL INFORMATION
To the Board of Directors and Stockholders of
SuRo Capital Corp.
We have audited the consolidated statements of assets and liabilities of SuRo Capital Corp. and subsidiaries (the “Company”), including the consolidated schedule of investments as of December 31, 2024, and the related consolidated statements of operations, changes in net assets and of cash flows for each of the two years in the period ended December 31, 2024 and the financial highlights (presented in Note 8) for each of the four years in the period ended December 31, 2024 and the related notes, and have issued our report thereon dated March 12, 2025, which contained an unqualified opinion on those consolidated financial statements. The supplemental financial information set forth under the heading “Senior Securities” as of December 31, 2024, 2023, 2022, and 2021 included in Part II, Item 5 of the Company’s Annual Report on Form 10-K has been subjected to audit procedures performed in conjunction with the audit of the Company’s financial consolidated statements. The supplemental financial information is the responsibility of the Company’s management. Our audit procedures included determining whether the supplemental financial information reconciles to the consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental financial information. In our opinion, such financial information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.
/s/ Marcum LLP
Marcum LLP
Boston, MA
March 12, 2025