{"url_path":"/sec/ssss/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1509470/0001493152-26-034015-index.html","accession_number":"0001493152-26-034015","cik":"0001509470","ticker":"SSSS","issuer_name":"Neostellar Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1509470/0001493152-26-034015-index.html","primary_entity_key":"0001509470","primary_entity_name":"Neostellar Capital Corp."},"word_count":1576,"has_tables":true,"body_markdown":"**Item\n1.01.**\n**Entry\ninto a Material Definitive Agreement.**\n\n \n\n**Investment\nAdvisory Agreement**\n\n** **\n\nOn\nJuly 15, 2026 (the “Effective Date”), Neostellar Capital Corp. (formerly known as\nSuRo Capital Corp.) (the “Company”), a Maryland corporation and a closed-end management investment company that has\nelected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended\n(the “1940 Act”), entered into an Investment Advisory Agreement (the “Investment Advisory Agreement”) with\nNeostellar Advisors LLC (the “Adviser”), a Delaware limited liability company and SEC-registered investment adviser\njointly owned by certain officers of the Company and Magnetar Holdings LLC (together with its affiliates, “Magnetar”). As previously disclosed, prior to the Effective Date,\nthe Investment Advisory Agreement was unanimously approved by the Company’s board of directors (the\n“Board”), including the directors who are not “interested persons” of the Company,\nas such term is defined in Section 2(a)(19) of the 1940 Act, and by the Company’s stockholders at a special meeting of stockholders\nheld on June 10, 2026.\n\n \n\nUnder\nthe Investment Advisory Agreement, the Adviser manages the investment and reinvestment of the Company’s assets, subject to the\nBoard’s supervision, including sourcing, evaluating, structuring, closing, monitoring and disposing of investments, exercising\nvoting and board observer rights, arranging debt financing, and providing other customary investment advisory and related services. The\nAdviser’s services are not exclusive, provided that the Adviser remains the Company’s sole investment adviser, subject to\nits right to enter into sub-advisory agreements. The Adviser bears the compensation and overhead costs of its investment personnel\nproviding services under the Investment Advisory Agreement, while the Company bears all other operating, administrative and transaction\nexpenses, including amounts payable under the Administration Agreement (as defined below).\n\n \n\nAs\ncompensation for its services, under the Investment Advisory Agreement the Company will pay the Adviser: (i) a base management\nfee; and (ii) a two-part incentive\nfee comprised of a quarterly income-based fee and an annual capital gains fee.\n\n \n\nFor\npurposes of each incentive fee, an “Eligible Investment” shall be any investment made by the Company on or after the\nEffective Date (“New Investments”). Investments held by the Company prior to the Effective Date (“Pre-Existing Investments”)\nshall not constitute Eligible Investments and shall be excluded entirely from any incentive fee calculation. For the avoidance of any\ndoubt: (1) the Company will not pay an incentive fee on “Pre-Incentive Fee Net Investment Income” (as defined below) or on\nthe capital gains attributable to Pre-Existing Investments; and (2) Pre-Existing Investments shall not be included in any cumulative,\n“high-water mark,” or similar netting calculation used to determine the Capital Gains Fee (as defined below) or any other\ncomponent of the incentive fee. Any such cumulative or netting calculation shall be based solely on New Investments.\n\n \n\nBase Management Fee\n\n \n\nBeginning on the\nEffective Date, the Company will pay the Adviser a base management fee equal to 1.75% per annum of the Company’s gross assets,\npayable monthly in arrears, and calculated based on the average value of the Company’s gross assets at the end of the two most\nrecently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during\nthe current calendar quarter.\n\n \n\nIncentive Fee on “Pre-Incentive\nFee Net Investment Income”\n\n \n\n“Pre-Incentive\nFee Net Investment Income” includes, in the case of investments with a deferred interest feature (such as market discount, debt\ninstruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero-coupon securities), accrued income\nthat the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized\nand unrealized capital losses or unrealized capital appreciation or depreciation.\n\n \n\nPre-Incentive\nFee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less\nindebtedness) at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per\nquarter (7.00% annualized). The Company will pay the Adviser an incentive fee with respect to the Company’s Pre-Incentive Fee Net\nInvestment Income in each calendar quarter as follows:\n\n \n\n(A) No incentive fee in any calendar quarter in which the Company’s Pre-Incentive\nFee Net Investment Income does not exceed the hurdle rate;\n\n \n\n(B) 100.00% of the Company’s Pre-Incentive Fee Net Investment Income\nwith respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1875%\nin any calendar quarter (8.75% annualized); and\n\n \n\n(C) 20.00% of the amount of the Company’s Pre-Incentive Fee Net Investment Income,\nif any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).\n\n \n\nIncentive Fee on Capital Gains\n\n \n\nThe\nsecond part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each calendar\nyear (or upon termination of the Investment Advisory Agreement), commencing on December 31, 2026, and equals the lesser of (i) 20.00%\nof the Company’s realized capital gains during such calendar year, if any, calculated on an investment-by-investment basis for\neach Eligible Investment, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature,\nand (ii) 20.00% of the Company’s realized capital gains, if any, on a cumulative basis from the date of the Company’s investment\nin an Eligible Investment through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation\non a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees. For this purpose, the Company’s realized\ncapital gains from each Eligible Investment, expressed as a non-compounded annual rate of return on the cost of such investment since\nthe Company initially acquired it, are compared to a hurdle rate of 7.00% per year, such that:\n\n \n\n(A) no Capital Gains Fee is payable on\nrealized capital gains from an Eligible Investment that do not exceed the 7.00% hurdle rate;\n\n \n\n(B) 100.00% of realized capital gains from\nan Eligible Investment that exceed the 7.00% hurdle rate but are less than a rate of 8.75% per year (the “Catch-Up”) are\nincluded in the Capital Gains Fee, which is designed to provide the Adviser with an incentive fee of 20.00% on all such realized capital\ngains once the rate of return exceeds 8.75% per year; and\n\n \n\n(C) 20.00% of realized capital gains from an Eligible Investment that exceed\na rate of 8.75% per year are included in the Capital Gains Fee. In no event will the Capital Gains Fee for any calendar year exceed 20.00%\nof the Company’s realized capital gains from Eligible Investments, if any, on a cumulative basis from the Effective Date through\nthe end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation with respect to the Eligible\nInvestments on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees.\n\n \n\n \n\n \n\n \n\nThe\nInvestment Advisory Agreement limits the Adviser’s liability to the Company and provides for indemnification by the Company, in\neach case except for conduct involving willful misfeasance, bad faith, gross negligence, criminal conduct or reckless disregard of the\nAdviser’s duties, as determined in accordance with the 1940 Act. The Investment Advisory Agreement has an initial two-year\nterm, beginning on the Effective Date, and continues annually thereafter subject to the approval required under the 1940\nAct. The Investment Advisory Agreement will terminate automatically upon its assignment, and may otherwise be terminated without\npenalty on 60 days’ written notice by the Adviser, the Board or a majority vote of the Company’s outstanding voting securities.\n\n \n\nThe\nforegoing description of the Investment Advisory Agreement is only a summary of certain of the provisions of such agreement and is qualified\nin its entirety by reference to the Investment Advisory Agreement. The Investment Advisory Agreement is attached as Exhibit 10.1 to this\nCurrent Report on Form 8-K and is incorporated herein by reference.\n\n \n\n**Administration\nAgreement**\n\n** **\n\nOn\nthe Effective Date, the Company also entered into an Administration Agreement (the “Administration Agreement”) with Neostellar\nAdministrative Services LLC, a Delaware limited liability company and affiliate of the Adviser (the “Administrator”). The\nAdministrator will provide, or arrange for, the office facilities, personnel and administrative services necessary for the Company’s\noperations, including record-keeping, financial reporting, net asset value determination, tax return preparation oversight, and oversight\nof the Company’s other third-party service providers, in each case subject to the Board’s review. The Company reimburses\nthe Administrator for the costs and expenses incurred in performing its services, with the amount and allocation methodology of such\nreimbursements subject to at least quarterly review by the Board’s audit committee (or an equivalent independent committee) and\nongoing Board oversight.\n\n \n\nThe\nAdministration Agreement contains customary confidentiality provisions, including with respect to nonpublic personal information under\nRegulation S-P and Regulation S-AM, limits the Administrator’s liability and provides for indemnification by the Company, in each\ncase except for conduct involving willful misfeasance, bad faith, gross negligence or reckless disregard of duty, and confirms that the\nAdministrator’s services are not exclusive. The Administration Agreement has an initial two-year term and continues annually\nthereafter subject to required Board approvals, may be terminated without penalty by the Board or the Administrator on 60 days’\nwritten notice, and may not be assigned without the other party’s consent.\n\n \n\nThe\nforegoing description of the Administration Agreement is only a summary of certain of the provisions of such agreement and is qualified\nin its entirety by reference to the Administration Agreement. The Administration Agreement is attached as Exhibit 10.2 to this Current\nReport on Form 8-K and is incorporated herein by reference."}