v3.26.3
NATURE OF OPERATIONS
9 Months Ended
Sep. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

NOTE 1—NATURE OF OPERATIONS

 

Neostellar Capital Corp. (“we”, “us”, “our”, the “Company” or “Neostellar Capital”), formerly known as SuRo Capital Corp., Sutter Rock Capital Corp. and GSV Capital Corp., and formed in September 2010 as a Maryland corporation, is an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

 

Effective July 15, 2026, the Company transitioned from an internally managed BDC to an externally managed BDC (the “Externalization”). Following approval by the Company’s Board of Directors on April 2, 2026 and its stockholders on June 10, 2026, effective July 15, 2026, Neostellar Advisors LLC (the “Adviser”) became the Company’s investment adviser pursuant to an investment advisory agreement (the “Investment Advisory Agreement”). Prior to the Externalization, the Company had operated as an internally managed BDC since March 12, 2019. In connection with the Externalization, the Company also entered into an administration agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC (the “Administrator”), an affiliate of the Adviser, to provide, oversee or arrange for the administrative services necessary for the Company’s operations. Effective July 1, 2026, the Company changed its name from SuRo Capital Corp. to Neostellar Capital Corp. Refer to “Note 3—Related-Party Arrangements” for further detail.

 

The Company’s date of inception was January 6, 2011, which is the date it commenced development stage activities. The Company’s common stock is listed on the Nasdaq Global Select Market under the symbol “NSLR” (formerly “SSSS” and, prior to that, “GSVC”). The Company began its investment operations during the second quarter of 2011.

 

The table below displays the Company’s subsidiaries as of September 30, 2026, which, other than GSV Capital Lending, LLC (“GCL”), SuRo Capital Sports, LLC, 1789 Capital Nirvana II LP, and SRCI Advisors, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold certain portfolio investments. The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate corporations for U.S. federal income tax purposes. Refer to “Note 2—Significant Accounting Policies—Basis of Consolidation” below for further detail.

 

Subsidiary 

Jurisdiction of Incorporation

 

Formation Date

 

Percentage Owned

 
GCL  Delaware  April 13, 2012   100%
SuRo Capital Sports, LLC (“SuRo Capital Sports”)  Delaware  March 19, 2021   100%
1789 Capital Nirvana II LP  Delaware  March 27, 2025   100%
SRCI Advisors, LLC  Delaware  September 9, 2025   100%
Subsidiaries below are referred to collectively as the “Taxable Subsidiaries”           
GSVC AE Holdings, Inc. (“GAE”)  Delaware  November 28, 2012   100%
GSVC AV Holdings, Inc. (“GAV”)  Delaware  November 28, 2012   100%
GSVC SW Holdings, Inc. (“GSW”)  Delaware  November 28, 2012   100%
GSVC SVDS Holdings, Inc. (“SVDS”)  Delaware  August 13, 2013   100%

 

The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments, and to a lesser extent, income from debt investments. The Company invests principally in the equity securities of what it believes to be rapidly growing venture capital-backed emerging companies. The Company may invest in these portfolio companies through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations with selling stockholders, investment funds, or through SPVs and other investment funds for the purpose of investing in securities of a single private issuer. In addition, the Company may invest in private credit and in founders equity, founders warrants, and private investment in public equity transactions of special purpose acquisition companies (“SPACs”). The Company may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act.

 

 

NEOSTELLAR CAPITAL CORP. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2026