{"url_path":"/sec/ssss/8-k/2026-07-21/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 **","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":520,"has_tables":true,"body_markdown":"**** \n\n \n\n \n\n \n\n**Item\n2.03.**\n**Creation\nof a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nOn June 26, 2026, SuRo Capital\nCorp. (predecessor to the Company) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with\nMCP Investing LLC, a Delaware limited liability company and an affiliate of Magnetar (“Purchaser”), pursuant to which the\nCompany agreed to sell, and Purchaser agreed to purchase, the Note (as defined below).\n\n \n\nOn July 16, 2026, following\nthe satisfaction or waiver of the closing conditions set forth in the Securities Purchase Agreement, including the Company’s completion\nof its transition to an externally managed BDC through its entry into the Investment Advisory Agreement and the Administration Agreement\ndescribed above, the Company issued to the Purchaser a redeemable promissory note in the aggregate principal amount of $20,000,000\n(the “Note”). The Note bears interest at a rate of 6.50% per annum, payable semi-annually in cash, which rate will increase\nby an additional 0.50% per annum if the Company or its subsidiaries incur indebtedness senior in right of payment to the Note, and will\nincrease by an additional 2.00% per annum during the continuance of an event of default under the Note. All outstanding principal and\naccrued interest under the Note will be due and payable on the maturity date in 2029, unless earlier redeemed or repaid, and the Company\nmay not prepay the Note prior to its maturity date without the consent of the holder.\n\n \n\nIf,\nprior to the maturity date, the Company consummates a “Qualified Fundraising” (as defined in the Note), the Note will be\nmandatorily redeemed, without further action by the holder, through the issuance of shares of the Company’s common stock in an\namount equal to the outstanding principal and accrued interest under the Note divided by the per-share price of the Company’s common\nstock sold in the Qualified Fundraising. If the Company consummates a “Change of Control” (as defined in the Note) while\nthe Note remains outstanding, the Company must repay the holder in cash in an amount equal to 105% of the outstanding principal and accrued\ninterest under the Note.\n\n \n\nThe Note contains customary events\nof default, including payment defaults, bankruptcy-related defaults, cross-defaults to other material indebtedness or judgments in excess\nof specified thresholds, and breaches of covenants, upon the occurrence of which the outstanding amount under the Note may become immediately\ndue and payable, either automatically or at the election of the holder. The Company and Purchaser have agreed to treat the Note as debt\nfor U.S. federal, state and local tax purposes. The Securities Purchase Agreement requires the Company to file, within 30 days after\nany redemption of the Note, a shelf registration statement covering resale of the shares of common stock issuable upon such redemption.\n\n \n\nThe foregoing description of\nthe Securities Purchase Agreement and the Note is only a summary of certain of their provisions and is qualified in its\nentirety by reference to the Securities Purchase Agreement and the Note, which are filed as Exhibit 10.3 and Exhibit\n10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}