Item 1. Financial Statements
Item 1. Financial Statements
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2026 (UNAUDITED)
December 31, 2025 (AUDITED)
ASSETS
Investments at fair value:
Non-controlled/non-affiliate investments (cost of $ 241,230,810 and $ 219,216,145 , respectively)
$ 397,381,734
$ 217,304,138
Non-controlled/affiliate investments (cost of $ 21,609,640 and $ 21,609,640 , respectively)
8,469,967
8,207,367
Total Investments (cost of $ 262,840,450 and $ 240,825,785 , respectively)
405,851,701
225,511,505
Investments at fair value
405,851,701
225,511,505
Cash
12,940,740
49,034,154
Restricted cash
—
38,741
Interest and dividends receivable
133,862
118,710
Deferred financing costs
578,102
508,310
Prepaid expenses and other assets (1)
619,869
807,302
Total Assets
420,124,274
276,018,722
LIABILITIES
6.00% Notes due December 30, 2026 (2)
35,735,465
35,642,149
6.50% Convertible Notes due August 14, 2029 (3)
26,421,748
34,131,509
Accounts payable and accrued expenses (1)
2,110,075
627,522
Dividends payable
—
301,291
Total Liabilities
64,267,288
70,702,471
Commitments and contingencies (Notes 7 and 10)
-
-
Net Assets
$ 355,856,986
$ 205,316,251
NET ASSETS
Common stock, par value $ 0.01 per share ( 100,000,000 authorized; 26,473,222 and 25,377,756 issued and outstanding, respectively)
$ 264,732
$ 253,778
Paid-in capital in excess of par
231,068,006
217,470,613
Accumulated net investment loss
( 31,301,107 )
( 3,967,932 )
Accumulated net realized gain on investments, net of distributions
12,814,103
6,874,070
Accumulated net unrealized appreciation/(depreciation) of investments
143,011,252
( 15,314,278 )
Net Assets
$ 355,856,986
$ 205,316,251
Net Asset Value Per Share
$ 13.44
$ 8.09
See
accompanying notes to condensed consolidated financial statements.
(1) These balances include a right of use asset and corresponding operating lease liability, respectively.
Refer to “Note 7—Commitments and Contingencies— Operating Leases and
Related Deposits ” for more detail.
(2) As
of June 30, 2026, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”)
(effective interest rate of 6.43 %) had a face value of $ 35,829,825 . As of December 31, 2025,
the 6.00 % Notes due 2026 (effective interest rate of 7.08 %) had a face value of $ 35,829,825 .
Refer to “Note 10—Debt Capital Activities” for a reconciliation of the
carrying value to the face value.
(3) As
of June 30, 2026, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible
Notes due 2029”) (effective interest rate of 8.06 %) had a face value of $ 27,000,000 .
As of December 31, 2025, the 6.50 % Convertible Notes due 2029 (effective interest rate of
7.17 %) had a face value of $ 35,000,000 . Refer to “Note 10—Debt Capital Activities”
for a reconciliation of the carrying value to the face value.
1
TABLE OF CONTENTS
NEOSTELLAR CAPITAL CORP. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
2026
2025
2026
2025
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
INVESTMENT INCOME
Non-controlled/non-affiliate investments:
Interest income (1)
$ 299,650
$ 167,304
$ 687,863
$ 317,951
Dividend income
—
—
343,750
348,447
Total Investment Income
299,650
167,304
1,031,613
666,398
OPERATING EXPENSES
Compensation expense
19,696,322
1,571,856
21,672,574
3,239,691
Directors’ fees
427,476
175,495
623,038
346,060
Interest expense
1,136,421
1,275,485
2,353,615
2,535,334
Professional fees
1,724,438
680,857
2,597,167
1,431,081
Income tax expense
( 22,053 )
( 218,745 )
35,505
( 215,949 )
Other expenses
691,730
404,516
1,082,890
714,110
Total Operating Expenses
23,654,334
3,889,464
28,364,789
8,050,327
Net Investment Loss
( 23,354,684 )
( 3,722,160 )
( 27,333,176 )
( 7,383,929 )
Realized Gain on Investments:
Non-controlled/non-affiliated investments
5,049,520
21,212,611
5,940,033
21,194,660
Net Realized Gain on Investments
5,049,520
21,212,611
5,940,033
21,194,660
Realized loss on partial repurchase of 6.00 % Notes due December 30, 2026
—
—
—
( 15,873 )
Change in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated investments
( 1,930,131 )
35,090,339
158,062,930
29,841,454
Non-controlled/affiliate investments
1,531,622
( 339,693 )
262,600
( 812,406 )
Controlled investments
—
10,086,973
—
18,697,449
Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 398,509 )
44,837,619
158,325,530
47,726,497
Net Change in Net Assets Resulting from Operations
$ ( 18,703,673 )
$ 62,328,070
$ 136,932,387
$ 61,521,355
Net Change in Net Assets Resulting from Operations per Common Share:
Basic
$ ( 0.72 )
$ 2.63
$ 5.33
$ 2.60
Diluted (2)
$ ( 0.72 )
$ 2.23
$ 4.58
$ 2.23
Weighted-Average Common Shares Outstanding
Basic
25,983,140
23,728,095
25,683,611
23,650,399
Diluted (2)
25,983,140
28,244,225
30,168,169
28,113,063
See
accompanying notes to condensed consolidated financial statements.
(1) Includes
interest income earned on cash.
(2) For
the three months ended June 30, 2026,
4,192,642 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted
net change in net assets resulting from operations per common share because the effect of these shares would have been antidilutive.
Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share — Basic and
Diluted”.
2
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
2026
2025
Net Assets at Beginning of Year
$ 205,316,251
$ 157,572,086
Change in Net Assets Resulting from Operations
Net investment loss
( 3,978,492 )
( 3,661,769 )
Net realized gain/(loss) on investments
890,513
( 17,951 )
Realized loss on partial repurchase of 6.00% Notes due 2026
—
( 15,873 )
Net change in unrealized appreciation/(depreciation) of investments
158,724,039
2,888,878
Net Change in Net Assets Resulting from Operations
155,636,060
( 806,715 )
Change in Net Assets Resulting from Capital Transactions
Stock-based compensation
599,271
38,784
Net Change in Net Assets Resulting from Capital Transactions
599,271
38,784
Total Change in Net Assets
156,235,331
( 767,931 )
Net Assets at March 31
$ 361,551,582
$ 156,804,155
Change in Net Assets Resulting from Operations
Net investment loss
$ ( 23,354,684 )
$ ( 3,722,160 )
Net realized gain on investments
5,049,520
21,212,611
Net change in unrealized appreciation/(depreciation) of investments
( 398,509 )
44,837,619
Net Change in Net Assets Resulting from Operations
( 18,703,673 )
62,328,070
Change in Net Assets Resulting from Capital Transactions
Stock-based compensation
11,085,473
277,370
Shares repurchased for tax withholdings on vesting of employee equity awards
( 5,897,743 )
—
Conversion of 6.50% Convertible Notes due 2029
7,821,347
—
Net Change in Net Assets Resulting from Capital Transactions
13,009,077
277,370
Total Change in Net Assets
( 5,694,596 )
62,605,440
Net Assets at June 30
$ 355,856,986
$ 219,409,595
Six Months
Ended June 30,
2026
2025
Capital Share Activity
Shares outstanding at beginning of year
25,377,756
23,601,566
Issuance of common stock under restricted stock plan, net (1)
2,962
286,541
Issuance of common stock from conversion of 6.50% Convertible Notes due 2029
1,092,504
—
Shares Outstanding at End of Period
26,473,222
23,888,107
See
accompanying notes to condensed consolidated financial statements.
(1) Refer
to “Note 11 — Stock-Based Compensation” for more detail.
3
TABLE OF CONTENTS
NEOSTELLAR CAPITAL CORP. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
2026
2025
Six
Months Ended June 30,
2026
2025
Cash Flows from Operating Activities
Net change in net assets resulting from operations
$ 136,932,387
$ 61,521,355
Adjustments to reconcile net change in net assets resulting from operations to net cash (used in)/provided by operating activities:
Net realized gain on investments
( 5,940,033 )
( 21,194,660 )
Net change in unrealized (appreciation)/depreciation of investments
( 158,325,530 )
( 47,726,497 )
Stock-based compensation
11,684,744
316,154
Amortization of discount on 6.00 % Notes due 2026
109,303
121,761
Amortization of discount on 6.50 % Convertible Notes due 2029
111,618
117,387
Adjustments to escrow proceeds receivable
—
( 45,292 )
Purchases of investments in:
Portfolio investments
( 29,820,798 )
( 6,703,121 )
U.S. Treasury bills
( 24,995,139 )
—
Proceeds from sales or maturity of investments in:
Portfolio investments
13,746,166
41,251,774
U.S. Treasury bills
24,995,139
—
Change in operating assets and liabilities:
Accounts payable and accrued expenses
1,482,553
1,509,750
Interest and dividends receivable
( 15,152 )
651,924
Escrow proceeds receivable
—
45,298
Prepaid expenses and other assets
187,433
152,281
Net Cash (Used in)/Provided by Operating Activities
( 29,847,309 )
30,018,114
Cash Flows from Financing Activities
Gross proceeds from the issuance of 6.50 % Convertible Notes due 2029
—
5,000,000
Deferred debt issuance costs
—
( 158,157 )
Repurchases of 6.00 % Notes due 2026
—
( 4,954,950 )
Realized loss on partial repurchase of 6.00 % Notes due 2026
—
15,875
Deferred financing costs
( 85,779
)
( 56,113 )
Cash dividends paid
( 301,291 )
( 8,867 )
Cash paid for fractional shares
( 33 )
—
Shares repurchased for tax withholdings on vesting of employee equity awards
( 5,897,743
)
—
Net Cash Used in Financing Activities
( 6,284,846 )
( 162,212 )
Total (Decrease)/Increase in Cash Balance
( 36,132,155 )
29,855,902
Cash and Restricted Cash Balance at Beginning of Year (1)
49,072,895
20,035,640
Cash and Restricted Cash Balance at End of Period (1)
$ 12,940,740
$ 49,891,542
Supplemental Information:
2026
2025
Interest paid
$ 2,148,680
$ 2,313,988
Taxes paid
35,505
( 215,949 )
Right of use asset obtained in exchange for operating lease liabilities
—
( 2,006 )
Conversion of 6.50% Convertible Notes due 2029
8,000,000
—
See
accompanying notes to condensed consolidated financial statements.
(1) Refer
to the Condensed Consolidated Statements of Assets and Liabilities for additional detail.
4
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
June
30, 2026
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
Whoop, Inc.
Boston, MA
Preferred Shares, Series C
Fitness Technology
6/30/2022
13,293,450
$ 10,011,460
$ 149,338,617
41.97 %
Preferred Shares, Series G-2
Fitness Technology
2/6/2025
127,164
1,001,628
1,428,560
0.40 %
Total
11,013,088
150,767,177
42.37 %
ARK Type One Deep Ventures Fund LLC **(5)
St. Petersburg, FL
Membership Interest, Class A **(5)
AI Application Fund
9/25/2024
$ 17,500,000
17,696,568
59,302,645
16.66 %
IH10, LLC **(6)
New York, NY
Membership Interest **(6)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
34,001,149
9.55 %
Magnetar Opportunity 2025-4 LP **(7)
Evanston, IL
Class A Interest **(7)
AI Infrastructure Fund
1/2/2026
$ 5,000,000
5,012,250
5,200,000
1.46 %
Class B Interest **(7)
AI Infrastructure Fund
6/3/2026
$ 15,000,000
15,000,000
15,000,000
4.22 %
Total **(7)
20,012,250
20,200,000
5.68 %
Blink Health, Inc.
New York, NY
Preferred Shares, Series A
Pharmaceutical Technology
10/27/2020
238,095
5,000,423
7,499,992
2.11 %
Preferred Shares, Series C
Pharmaceutical Technology
10/27/2020
261,944
10,003,917
9,613,523
2.70 %
Total
15,004,340
17,113,515
4.81 %
CW Opportunity 2 LP **(8)
Evanston, IL
Class A Interest *** **(8)
***
AI Infrastructure Fund
5/7/2024
$ 8,377,421
8,553,863
15,367,670
4.32 %
Canva, Inc.
Austin, TX
Common Shares
Productivity Software
4/17/2024
9,375
10,058,820
15,432,563
4.34 %
Learneo, Inc. (f/k/a Course Hero, Inc.)
Menlo Park, CA
Preferred Shares, Series A 8%
Online Education
9/18/2014
2,145,509
5,000,001
5,369,287
1.51 %
Preferred Shares, Series C 8%
Online Education
11/5/2021
275,659
9,999,971
9,999,971
2.81 %
Total
14,999,972
15,369,258
4.32 %
Locus Robotics Corp.
Wilmington, MA
Preferred Shares, Series F 6%
Warehouse Automation
11/30/2022
232,568
10,004,286
12,347,909
3.47 %
Supplying Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred Shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
2.81 %
Series F Convertible Note 4.12%, Due 7/15/2030 ***
Lifestyle Beverage Brand
7/29/2025
$ 250,000
252,362
250,000
0.07 %
Total
10,256,296
10,249,996
2.88 %
ClickHouse, Inc.
San Francisco, CA
Preferred Shares, Series A
Managed Database and Analytics
4/22/2026
41,179
9,579,252
9,471,170
2.66 %
Shogun Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred Shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
3,405,588
0.96 %
Preferred Shares, Series B-2
Home Improvement Finance
2/26/2021
301,750
3,501,661
3,405,593
0.96 %
Preferred Shares, Series B-3
Home Improvement Finance
5/2/2022
56,936
530,822
516,502
0.15 %
Preferred Shares, Series B-4
Home Improvement Finance
7/12/2023
48,267
366,606
486,511
0.13 %
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home Improvement Finance
7/12/2023
86,076
140,060
—
— %
Total
8,040,806
7,814,194
2.20 %
Plaid Inc. (9)
San Francisco, CA
Common Shares (9)
Financial Technology Infrastructure
4/4/2025
24,512
5,395,542
6,922,679
1.95 %
See
accompanying notes to condensed consolidated financial statements.
5
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June
30, 2026
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
FourKites, Inc.
Chicago, IL
Common Shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
3,435,624
0.97 %
EDGE Markets, Inc. (10)
San Diego, CA
Preferred Shares, Series Seed 8% (11)
Gaming Technology
5/18/2022
456,704
501,330
3,201,961
0.90 %
PayJoy, Inc.
San Francisco, CA
Preferred Shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,499,758
0.70 %
Simple Agreement for Future Equity
Mobile Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.14 %
Total
3,003,040
2,999,758
0.84 %
True Global Ventures 4 Plus Pte Ltd **(11)
Singapore, Singapore
Limited Partner Fund Investment **(11)
Venture Investment Fund
8/27/2021
$ 2,000,000
202,378
2,884,437
0.81 %
Neutron Holdings, Inc. (d/b/a Lime)
San Francisco, CA
Junior Preferred Shares, Series 1-D
Micromobility
1/25/2019
61,364
10,007,322
1,534,100
0.43 %
Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
942,275
0.26 %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
3,025
—
55,275
0.02 %
Total
10,513,661
2,531,650
0.71 %
Xgroup Holdings Inc. (d/b/a Xpoint) (10)
Miami Beach, FL
Preferred Shares, Series A-1 (10)
Geolocation Technology
8/17/2022
454
136,114
220,201
0.06 %
Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (10)
Geolocation Technology
8/17/2022
3,286
985,180
1,593,789
0.45 %
Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (10)
Geolocation Technology
8/17/2022
873
261,735
564,568
0.16 %
Total (10)
1,383,029
2,378,558
0.67 %
Stake Trade, Inc. (d/b/a Prophet Exchange) (10)
New York, NY
Preferred Shares, Series B-IV (10)
Sports Betting
7/26/2023
755,041
1,002,153
2,038,422
0.57 %
GrabAGun Digital Holdings Inc.
Coppell, TX
Common Shares (4)
E-Commerce Marketplace
11/20/2023
452,619
480,350
1,031,972
0.29 %
Common Warrants, Strike Price $11.50, Expiration Date 7/15/2030 (4)
E-Commerce Marketplace
11/20/2023
1,204,488
375,816
361,346
0.10 %
Total
856,166
1,393,318
0.39 %
Varo Money, Inc. **
San Francisco, CA
Common Shares **
Financial Services
8/11/2021
1,079,266
10,005,548
1,079,266
0.30 %
Residential Homes for Rent, LLC (d/b/a Second Avenue) (12)
Chicago, IL
Preferred Shares, Series A (12)
Real Estate Platform
12/23/2020
150,000
1,500,000
403,890
0.11 %
Skillsoft Corp.
Nashua, NH
Common Shares (4)
Online Education
6/8/2021
49,092
9,818,428
254,297
0.07 %
Huntress Labs Inc.
Columbia, MD
Common Shares
Cybersecurity
4/8/2026
15,000
229,296
225,000
0.06 %
Orchard Technologies, Inc. (13)
New York, NY
Common Shares (13)
New York, NY Real Estate Platform
8/9/2021
1,627,478
12,733,759
—
— %
Preferred Shares, Series E-1 (13)
New York, NY
1/31/2025
301,380
81,584
80,800
0.02 %
Total (13)
12,815,343
80,800
0.02 %
PSQ Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (4)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
71,841
0.02 %
Aventine Property Group, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
2,580,750
31,250
0.01 %
Kinetiq Holdings, LLC
Doylestown, PA
Common Shares, Class A
Social Data Platform
3/30/2012
112,374
—
11,737
0.01 %
See
accompanying notes to condensed consolidated financial statements.
6
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June
30, 2026
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
Trax Ltd . **
Singapore, Singapore
Common Shares **
Retail Technology
6/9/2021
55,591
2,781,148
—
— %
Preferred Shares, Investec Series **
Retail Technology
6/9/2021
144,409
7,224,600
—
— %
Total **
10,005,748
—
— %
Fullbridge, Inc.
Cambridge, MA
Common Shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory Note 1.47%, Due 11/9/2021 (3)(14)
Business Education
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
8,421,364
—
— %
Treehouse Real Estate Investment Trust, Inc.
Chicago, IL
Common Shares *** ***
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (15)
Marina Del Rey, CA
Preferred Shares, Series A (15)
Carbon Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred Shares, Series C-3 (15)
Carbon Credit Services
8/12/2019
24,912
281,190
—
— %
Total
1,283,005
—
— %
Total Non-Controlled/Non-Affiliate
$ 241,230,810
$ 397,381,734
111.67 %
NON-CONTROLLED/AFFILIATE (1)
StormWind, LLC (16)
Scottsdale, AZ
Preferred Shares, Series D 8% (1)(16)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 470,135
0.13 %
Preferred Shares, Series C 8% (1)(16)
Interactive Learning
1/7/2014
2,779,134
4,000,787
5,011,521
1.41 %
Preferred Shares, Series B 8% (1)(16)
Interactive Learning
12/16/2011
3,279,629
2,019,687
2,864,058
0.80 %
Preferred Shares, Series A 8% (1)(16)
Interactive Learning
2/25/2014
366,666
110,000
124,253
0.03 %
Total (1)(16)
6,387,741
8,469,967
2.38 %
Commercial Streaming Solutions Inc. (d/b/a BettorView) (10)
Las Vegas, NV
Preferred Shares, Series A-1 (1)(10)
Interactive Media & Services
3/26/2021
10,548,522
1,004,240
—
— %
Maven Research, Inc.
San Francisco, CA
Preferred Shares, Series C (1)
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred Shares, Series B (1)
Knowledge Networks
2/28/2012
49,505
217,206
—
— %
Total (1)
2,217,653
—
— %
Curious.com, Inc.
Menlo Park, CA
Common Shares (1)
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total Non-Controlled/Affiliate
$ 21,609,640
$ 8,469,967
2.38 %
Total Portfolio Investments
$ 262,840,450
$ 405,851,701
114.05 %
See
accompanying notes to condensed consolidated financial statements.
7
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June
30, 2026
* All
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
identified. As of June 30, 2026, all of the Company’s investments were non-controlled.
Equity investments may be subject to lock-up restrictions upon their initial public offering
(“IPO”). Preferred dividends are generally only payable when declared and paid
by the portfolio company’s board of directors. Neostellar Capital Corp.’s (the
“Company’s”, or “Neostellar Capital’s”) directors, officers,
employees and staff, as applicable, may serve on the board of directors of the Company’s
portfolio investments. (Refer to “Note 3—Related-Party Arrangements”).
All portfolio investments are considered Level 3 and valued using significant unobservable
inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”).
All of the Company’s portfolio investments are restricted as to resale, unless otherwise
noted, and were valued at fair value as determined in good faith by the Company’s Board
of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ”).
** Indicates
assets that Neostellar Capital Corp. believes do not represent “qualifying assets”
under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Of the Company’s total investments as of June 30, 2026, 32.73 % of its total investments
are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment
is income-producing.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of Neostellar Capital, as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of Neostellar Capital if Neostellar Capital beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities
with the right to elect directors) of such company. For the Schedule of Investments In, and
Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note
4—Investments at Fair Value”.
(2) Represents
the respective number of shares, principal amount, initial or remaining fund investment,
or membership interest as of June 30, 2026. For fund investments, the initial committed amount
may be reduced by distributions classified as Return of Capital.
(3) As
of June 30, 2026, the investments noted had been placed on non-accrual status.
(4) Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to
“Note 4—Investments at Fair Value”.
(5) ARK
Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely
invested in the Series A-2 Preferred Shares of OpenAI Global, LLC. Neostellar Capital Corp.
is invested in the Series A-2 Preferred Shares of OpenAI Global, LLC through its investment
in the Class A Interest of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures
Fund LLC charges a 1 % management fee per year, and an incentive fee of 10%, not subject to
a hurdle rate. The management fees will adjust the cost of Neostellar Capital’s investment
in the fund.
(6) IH10,
LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data,
Ltd. through a special purpose vehicle (“SPV”). Neostellar Capital is invested
in the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership
Interest of IH10, LLC. IH10, LLC does not charge a management fee or an incentive fee; however,
Neostellar Capital has prepaid operating expenses.
(7) Magnetar
Opportunity 2025-4 LP is an SPV for which the Class A Interest and Class B Interest are invested in the Class B Preferred Shares of
TensorWave Inc. Magnetar Opportunity 2025-4 LP does not charge a management fee but does charge an incentive fee of 20 %,
subject to an annual 15 %
IRR hurdle rate.
(8) CW
Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Class
A Common Shares of CoreWeave, Inc. Neostellar Capital is invested in the Class A Common Shares
of CoreWeave, Inc. through its investment in the Class A Interest of CW Opportunity 2 LP.
CW Opportunity 2 LP does not charge a management fee but does charge an incentive fee of
20 %, subject to an annual 15 % IRR hurdle rate. During the quarter ended June 30, 2026, Neostellar
Capital received distributions as part of its investment in CW Opportunity 2 LP. The distributions
represented approximately 12.2 % of the initial investment in CW Opportunity 2 LP. As of June
30, 2026, Neostellar Capital retains approximately 55.9 % of its investment in CW Opportunity
2 LP.
8
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June
30, 2026
(9)
Neostellar Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789 Capital Nirvana II LP, an SPV in which Neostellar Capital is the Sole Limited Partner. 1789 Capital Nirvana II LP is a wholly owned subsidiary of Neostellar Capital. Neostellar Capital paid a 7 % origination fee at the time of investment.
(10)
Neostellar Capital’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), EDGE Markets, Inc., Xgroup Holdings Inc. (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are held through Neostellar Capital’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Capital Sports”).
(11) Neostellar
Capital’s investments in True Global Ventures 4 Plus Pte Ltd are held through Neostellar
Capital’s wholly owned subsidiary, GSVC SVDS Holdings, Inc. True Global Ventures 4
Plus Pte Ltd charges a 1.8 % management fee and a 22.5 % incentive fee, subject to an annual
5 % IRR hurdle rate. The management fees may adjust the cost of Neostellar Capital’s
investment in the fund.
(12) Neostellar
Capital’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held
through Neostellar Capital’s wholly owned subsidiary, GSVC AV Holdings, Inc.
(13) On
January 27, 2026, the Simple Agreement for Future Equity (“SAFE”) Note previously
held by the Company in Orchard Technologies, Inc. converted into Series E-1 Preferred Shares.
In connection with the same transaction, the Company’s previously held Series D Preferred
Shares, Series 1 Senior Preferred Shares, and Series 2 Senior Preferred Shares were converted
into Common Shares.
(14) On
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
the Company became past due.
(15) On
March 30, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) filed for Chapter 11 protection
in the U.S. Bankruptcy Court for the District of Delaware. On June 5, 2025, the US Bankruptcy
Court for the District of Delaware approved the sale of the remaining assets of CTN Holdings,
Inc. On August 7, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) converted its bankruptcy
filing from Chapter 11 reorganization to Chapter 7 liquidation.
(16) Neostellar
Capital’s investments in StormWind, LLC are held through Neostellar Capital’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
9
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS
December
31, 2025
Portfolio Investments *
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
ARK Type One Deep Ventures Fund LLC **(5)
St. Petersburg, FL
Membership Interest, Class A **(5)
AI Application Fund
9/25/2024
$ 17,500,000
$ 17,696,568
$ 42,212,173
20.56 %
Whoop, Inc.
Boston, MA
Preferred Shares, Series C
Fitness Technology
6/30/2022
13,293,450
10,011,460
27,357,435
13.32 %
Simple Agreement for Future Equity
Fitness Technology
2/6/2025
$ 1,000,000
1,001,628
1,000,000
0.49 %
Total
11,013,088
28,357,435
13.81 %
Blink Health, Inc.
New York, NY
Preferred Shares, Series A
Pharmaceutical Technology
10/27/2020
238,095
5,000,423
9,999,990
4.87 %
Preferred Shares, Series C
Pharmaceutical Technology
10/27/2020
261,944
10,003,917
11,001,648
5.36 %
Total
15,004,340
21,001,638
10.23 %
Canva, Inc.
Austin, TX
Common Shares
Productivity Software
4/17/2024
9,375
10,058,820
15,432,563
7.52 %
Learneo, Inc. (f/k/a Course Hero, Inc.)
Menlo Park, CA
Preferred Shares, Series A 8%
Online Education
9/18/2014
2,145,509
5,000,001
5,369,377
2.62 %
Preferred Shares, Series C 8%
Online Education
11/5/2021
275,659
9,999,971
9,999,971
4.87 %
Total
14,999,972
15,369,348
7.49 %
CW Opportunity 2 LP **(6)
Evanston, IL
Class A Interest *** **(6)
***
AI Infrastructure Fund
5/7/2024
$ 10,208,114
10,384,558
14,659,078
7.14 %
IH10, LLC **(7)
New York, NY
Membership Interest **(7)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
12,132,897
5.91 %
Locus Robotics Corp.
Wilmington, MA
Preferred Shares, Series F 6%
Warehouse Automation
11/30/2022
232,568
10,004,286
11,995,290
5.84 %
Supplying Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred Shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
4.87 %
Series
F Convertible Note 4.12%, Due 7/15/2030 ***
Lifestyle Beverage Brand
7/29/2025
$ 250,000
252,362
250,000
0.12 %
Total
10,256,296
10,249,996
4.99 %
Shogun Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred Shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
3,499,994
1.70 %
Preferred Shares, Series B-2
Home Improvement Finance
2/26/2021
301,750
3,501,661
3,499,998
1.70 %
Preferred Shares, Series B-3
Home Improvement Finance
5/2/2022
56,936
530,822
530,820
0.26 %
Preferred Shares, Series B-4
Home Improvement Finance
7/12/2023
48,267
366,606
499,998
0.24 %
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home Improvement Finance
7/12/2023
86,076
140,060
259,089
0.13 %
Total
8,040,806
8,289,899
4.04 %
FourKites, Inc.
Chicago, IL
Common Shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
5,682,945
2.77 %
Neutron Holdings, Inc. (d/b/a Lime)
San Francisco, CA
Junior Preferred Shares, Series 1-D
Micromobility
1/25/2019
41,237,113
10,007,322
4,703,189
2.29 %
Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.25 %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
203,297
0.10 %
Total
10,513,661
5,412,825
2.64 %
Plaid Inc. (8)
San Francisco, CA
Common Shares (8)
Financial Technology Infrastructure
4/4/2025
24,512
5,395,542
4,999,874
2.44 %
GrabAGun Digital Holdings Inc. (9)
Coppell, TX
Common Shares (4) (4)(9)
E-Commerce Marketplace
11/20/2023
1,040,000
1,103,719
3,130,400
1.52 %
Common Warrants, Strike Price $11.50, Expiration Date 7/15/2030 (4)
E-Commerce Marketplace
11/20/2023
1,204,488
375,816
451,683
0.22 %
Total
1,479,535
3,582,083
1.74 %
See
accompanying notes to condensed consolidated financial statements.
10
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December
31, 2025
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
PayJoy, Inc.
San Francisco, CA
Preferred Shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,707,718
1.32 %
Simple Agreement for Future Equity
Mobile Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.24 %
Total
3,003,040
3,207,718
1.56 %
True Global Ventures 4 Plus Pte Ltd **(10)
Singapore, Singapore
Limited Partner Fund Investment
**(10)
Venture Investment Fund
8/27/2021
$ 2,000,000
448,304
3,130,363
1.52 %
HL Digital Assets Inc.
New York, NY
Preferred Shares
Digital Asset Infrastructure
9/18/2025
8,000,000
5,106,143
2,825,085
1.38 %
Xgroup Holdings Inc. (d/b/a Xpoint) (11)
Miami Beach, FL
Preferred Shares, Series A-1
(11)
Geolocation Technology
8/17/2022
454
136,114
220,201
0.11 %
Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044
(11)
Geolocation Technology
8/17/2022
3,286
985,180
1,593,789
0.78 %
Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044
(11)
Geolocation Technology
8/17/2022
873
261,735
564,568
0.27 %
Total
(11)
1,383,029
2,378,558
1.16 %
Varo Money, Inc. **
San Francisco, CA
Common Shares
**
Financial Services
8/11/2021
1,079,266
10,005,548
1,618,899
0.79 %
Stake Trade, Inc. (d/b/a Prophet Exchange) (11)(12)
New York, NY
Preferred Shares, Series B-IV
(11)(12)
Sports Betting
7/26/2023
755,041
1,002,153
1,249,993
0.61 %
Aventine Property Group, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
2,580,750
1,187,532
0.58 %
Residential Homes for Rent, LLC (d/b/a Second Avenue) (13)
Chicago, IL
Preferred Shares, Series A
(13)
Real Estate Platform
12/23/2020
150,000
1,500,000
654,642
0.32 %
Orchard Technologies, Inc.
New York, NY
Preferred Shares, Series D 8%
Real Estate Platform
8/9/2021
524,985
3,751,518
—
— %
Senior Preferred Shares, Series 2 8%
Real Estate Platform
8/9/2021
80,991
587,951
—
— %
Senior Preferred Shares, Series 1 7%
Real Estate Platform
1/13/2023
463,449
4,642,772
463,449
0.23 %
Common Shares
Real Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Simple Agreement for Future Equity
Real Estate Platform
1/31/2025
$ 80,800
81,584
80,800
0.04 %
Total
12,815,343
544,249
0.27 %
EDGE Markets, Inc. (11)
San Diego, CA
Preferred Shares, Series Seed 8%
(11)
Gaming Technology
5/18/2022
456,704
501,330
500,000
0.24 %
Skillsoft Corp.
Nashua, NH
Common Shares (4)
Online Education
6/8/2021
49,092
9,818,428
456,556
0.22 %
PSQ Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (4)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
170,624
0.08 %
Kinetiq Holdings, LLC
Doylestown, PA
Common Shares, Class A
Social Data Platform
3/30/2012
112,374
—
1,875
0.01 %
Trax Ltd . **
Singapore, Singapore
Common Shares
**
Retail Technology
6/9/2021
55,591
2,781,148
—
— %
Preferred Shares, Investec Series
**
Retail Technology
6/9/2021
144,409
7,224,600
—
— %
Total
**
10,005,748
—
— %
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (14)
Marina Del Rey, CA
Preferred Shares, Series A
(14)
Carbon Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred Shares, Series C-3
(14)
Carbon Credit Services
8/12/2019
24,912
281,190
—
— %
Total
1,283,005
—
— %
See
accompanying notes to condensed consolidated financial statements.
11
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December
31, 2025
Portfolio Investments*
Headquarters/
Industry
Date of
Initial
Investment
Shares/
Principal/
Quantity (2)
Cost
Fair Value
% of Net
Assets
Fullbridge, Inc.
Cambridge, MA
Common Shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory
Note 1.47%, Due 11/9/2021 (3)(15)
Business Education
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
8,421,364
—
— %
Treehouse Real Estate Investment Trust, Inc.
Chicago, IL
Common Shares
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
Total Non-Controlled/Non-Affiliate
$ 219,216,145
$ 217,304,138
105.84 %
NON-CONTROLLED/AFFILIATE (1)
StormWind, LLC (16)
Scottsdale, AZ
Preferred Shares, Series D 8%
(1)(16)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 435,806
0.21 %
Preferred Shares, Series C 8%
(1)(16)
Interactive Learning
1/7/2014
2,779,134
4,000,787
4,760,083
2.32 %
Preferred Shares, Series B 8%
(1)(16)
Interactive Learning
12/16/2011
3,279,629
2,019,687
2,578,473
1.26 %
Preferred Shares, Series A 8%
(1)(16)
Interactive Learning
2/25/2014
366,666
110,000
83,005
0.04 %
Total
6,387,741
7,857,367
3.83 %
Commercial Streaming Solutions Inc. (d/b/a BettorView) (11)(17)
Las Vegas, NV
Preferred Shares, Series A-1
(11)(17)
Interactive Media & Services
3/26/2021
10,548,522
1,004,240
350,000
0.17 %
Maven Research, Inc.
San Francisco, CA
Preferred Shares, Series C
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred Shares, Series B
2/28/2012
49,505
217,206
—
— %
Total
2,217,653
—
— %
Curious.com, Inc.
Menlo Park, CA
Common Shares
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total Non-Controlled/Affiliate
$ 21,609,640
$ 8,207,367
4.00 %
Total Portfolio Investments
$ 240,825,785
$ 225,511,505
109.84 %
See
accompanying notes to condensed consolidated financial statements.
12
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December
31, 2025
* All
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
identified. As of December 31, 2025, all of the Company’s investments were non-controlled.
Equity investments may be subject to lock-up restrictions upon their initial public offering
(“IPO”). Preferred dividends are generally only payable when declared and paid
by the portfolio company’s board of directors. Neostellar Capital Corp.’s (the
“Company’s”, or “Neostellar Capital’s”) directors, officers,
employees and staff, as applicable, may serve on the board of directors of the Company’s
portfolio investments. (Refer to “Note 3—Related-Party Arrangements”).
All portfolio investments are considered Level 3 and valued using significant unobservable
inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”).
All of the Company’s portfolio investments are restricted as to resale, unless otherwise
noted, and were valued at fair value as determined in good faith by the Company’s Board
of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ”).
** Indicates
assets that Neostellar Capital Corp. believes do not represent “qualifying assets”
under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Of the Company’s total investments as of December 31, 2025, 32.70 % of its total investments
are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment
is income-producing.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of Neostellar Capital, as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of Neostellar Capital if Neostellar Capital beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities
with the right to elect directors) of such company. For the Schedule of Investments In, and
Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note
4—Investments at Fair Value”.
(2) Represents
the respective number of shares, principal amount, initial or remaining fund investment,
or membership interest as of December 31, 2025. For fund investments, the initial committed
amount may be reduced by distributions classified as Return of Capital.
(3) As
of December 31, 2025, the investments noted had been placed on non-accrual status.
(4) Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to
“Note 4—Investments at Fair Value”.
(5) ARK
Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely
invested in the Series A-2 Preferred Shares of OpenAI Global, LLC. Neostellar Capital Corp.
is invested in the Series A-2 Preferred Shares of OpenAI Global, LLC through its investment
in the Class A Interest of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures
Fund LLC charges a 1 % management fee per year, and an incentive fee of 10 %, not subject to
a hurdle rate. The management fees will adjust the cost of Neostellar Capital’s investment
in the fund.
(6) CW
Opportunity 2 LP is a special purpose vehicle (“SPV”) for which the Class A Interest
is solely invested in the Class A Common Shares of CoreWeave, Inc. Neostellar Capital is
invested in the Class A Common Shares of CoreWeave, Inc. through its investment in the Class
A Interest of CW Opportunity 2 LP. On March 28, 2025, CoreWeave, Inc. completed an IPO and
the Series C Preferred Shares converted to Class A Common Shares. Prior to the IPO, Neostellar
Capital was invested in the Series C Preferred Shares of CoreWeave, Inc. through its investment
in the Class A Interest of CW Opportunity 2 LP. Additionally, prior to the IPO, the Series
C Preferred Shares of CoreWeave, Inc. accrued a 10 % per annum dividend, paid quarterly in
cash or in-kind. CW Opportunity 2 LP does not charge a management fee but does charge an
incentive fee of 20 %, subject to an annual 15 % IRR hurdle rate. During the year ended December
31, 2025, Neostellar Capital received distributions as part of its investment in CW Opportunity
2 LP. The distributions represented approximately 31.9 % of the initial investment in CW Opportunity
2 LP. As of December 31, 2025, Neostellar Capital retains approximately 68.1 % of its investment
in CW Opportunity 2 LP.
(7) IH10,
LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data,
Ltd. through an SPV. Neostellar Capital is invested in the Series B Preferred Shares of VAST
Data, Ltd. through its investment in the Membership Interest of IH10, LLC. IH10, LLC does
not charge a management fee or an incentive fee; however, Neostellar Capital has prepaid
operating expenses.
(8) Neostellar
Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789
Capital Nirvana II LP, an SPV in which Neostellar Capital is the Sole Limited Partner. 1789
Capital Nirvana II LP is a wholly owned subsidiary of Neostellar Capital. Neostellar Capital
paid a 7 % origination fee at the time of investment.
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CAPITAL CORP. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December
31, 2025
(9)
On July 15, 2025, Colombier Acquisition Corp. II (“Colombier”) stockholders approved a business combination with GrabAGun Digital Holdings Inc. and related proposals at a special meeting. On July 16, 2025, GrabAGun Digital Holdings, Inc. announced that it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined company GrabAGun Digital Holdings, Inc. As of December 31, 2025, Neostellar Capital’s shares of GrabAGun Digital Holdings, Inc. Common shares are subject to certain restrictions on transfer, while the GrabAGun Digital Holdings, Inc. warrants are freely tradable.
(10)
Neostellar Capital’s investments in True Global Ventures 4 Plus Pte Ltd are held through Neostellar Capital’s wholly owned subsidiary, GSVC SVDS Holdings, Inc. True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and a 22.5 % incentive fee, subject to an annual 5 % IRR hurdle rate. The management fees may adjust the cost of Neostellar Capital’s investment in the fund.
(11) Neostellar
Capital’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), EDGE
Markets, Inc., Xgroup Holdings Inc. (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet
Exchange) are held through Neostellar Capital’s wholly owned subsidiary, SuRo Capital
Sports, LLC (“SuRo Capital Sports”).
(12) On
October 8, 2025, Stake Trade, Inc. (d/b/a Prophet Exchange) completed its Series B financing.
As a result of the financing, the SAFE Note which Neostellar Capital previously held in Stake
Trade, Inc. (d/b/a Prophet Exchange) converted into Series B-IV Preferred shares.
(13) Neostellar
Capital’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held
through Neostellar Capital’s wholly owned subsidiary, GSVC AV Holdings, Inc.
(14) On
March 30, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) filed for Chapter 11 protection
in the U.S. Bankruptcy Court for the District of Delaware. On June 5, 2025, the US Bankruptcy
Court for the District of Delaware approved the sale of the remaining assets of CTN Holdings,
Inc. On August 7, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) converted its bankruptcy
filing from Chapter 11 reorganization to Chapter 7 liquidation.
(15) On
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
the Company became past due.
(16) Neostellar
Capital’s investments in StormWind, LLC are held through Neostellar Capital’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
(17) On
March 21, 2025, Commercial Streaming Solutions, Inc. (d/b/a BettorView) merged with FSG Digital,
Inc. (d/b/a JefeBet). As a result of the merger, the SAFE Note which Neostellar Capital previously
held in Commercial Streaming Solutions, Inc. (d/b/a BettorView) converted into Class A-1
Preferred shares.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
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., was formed in September 2010 as a Maryland corporation. As of June 30, 2026, the Company was an internally 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”).
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. Effective July
15, 2026, in connection with the Externalization, the Company became externally managed by Neostellar Advisors LLC. See “Note
12—Subsequent Events—Externalization.”
The
table below displays the Company’s subsidiaries as of June 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.
SCHEDULE OF COMPANY’S SUBSIDIARIES
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.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
NOTE
2— SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Condensed Consolidated Financial Statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.
generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and
Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment
company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment
Companies . In the opinion of management, all adjustments, all of which were of a normal recurring nature, were considered
necessary for the fair presentation of the Condensed Consolidated Financial Statements for the period and have been
included.
Basis
of Consolidation
Under
Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting
Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled
operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax
purposes where the Company holds a 100% interest.
The
Company’s Condensed Consolidated Financial Statements include its accounts and the accounts of the Taxable Subsidiaries, GCL, SuRo
Capital Sports, 1789 Capital Nirvana II LP, and SRCI Advisors, LLC, its wholly owned subsidiaries. GCL was formed to originate portfolio
loan investments within the state of California. SuRo Capital Sports was formed to focus on investing in the sports betting sector. 1789
Capital Nirvana II LP is a SPV in which Neostellar Capital holds the sole limited partnership interest and was formed to invest in the
Common Shares of Plaid, Inc. SRCI Advisors, LLC was formed to provide investment management services to third parties; as of June 30,
2026, SRCI Advisors, LLC has not commenced operations. All intercompany balances and transactions have been eliminated in consolidation. The
Company operates as a single operating segment.
The
Company also consolidates entities that meet the definition of a Variable Interest Entity (“VIE”) for which the Company is
the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly
impact the entity’s economic performance and who has an obligation to absorb losses or a right to receive benefits from the entity.
The Company determined that 1789 Capital Nirvana II LP is a VIE and the Company is the primary beneficiary. As such, 1789 Capital Nirvana
II LP is consolidated by the Company.
Segments
Neostellar
Capital has determined that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 280”).
The Company operates as a single segment with a principal investment objective to maximize our portfolio’s total return, principally
by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. The Company’s
Chief Executive Officer, Chief Financial Officer, and Investment Committee collectively perform the function that allocates resources
and assesses performance, and thus together, serve as the Company’s chief operating decision maker (the “CODM”). Among
other metrics, the CODM uses Net Change in Net Assets Resulting from Operations as a primary GAAP profit or loss metric used in making
operating decisions, which can be found on the Condensed Consolidated Statements of Operations along with significant expenses. The measure
of segment assets is reported on the Condensed Consolidated Statements of Assets and Liabilities as total assets.
Use
of Estimates
The
preparation of Condensed Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a
number of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that
affect the reported amounts of certain assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the
reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates may occur
in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ materially from such
estimates.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Uncertainties
and Risk Factors
The
Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.
Refer to “Part II, Item 1A. Risk Factors” of this Form 10-Q for a detailed discussion of the risks and uncertainties inherent
in the nature of the Company’s operations. Refer to “Note 4—Investments at Fair Value” for an overview of the
Company’s industry and geographic concentrations.
Investments
at Fair Value
The
Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to
classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value
into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest
level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level
1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has
the ability to access at the measurement date.
Level
2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at
the measurement date for substantially the full term of the assets or liabilities.
Level
3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use
in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and
the risk inherent in the inputs to the model. The majority of the Company’s investments are Level 3 investments and are subject
to a high degree of judgment and uncertainty in determining fair value.
When
the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement
is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level
3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses
for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value”
may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
A
review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may
result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy
are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications
occur. Refer to “Leveling Policy” below for a detailed discussion of the leveling of the Company’s financial assets
or liabilities and events that may cause a reclassification within the fair value hierarchy.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Securities
for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security
as of the valuation date. If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35,
as modified by ASU 2022-03, should be incorporated into the security’s fair value measurement as a characteristic of the security
that would transfer to market participants who would buy the security, the Company will consider those restrictions in the fair value
determination of that security. Contractual sale restrictions on the sale or use of a security which are an entity-specific characteristic,
rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations for
such securities. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers
in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine
the fair value of the security. If determined to be adequate, the Company uses the quote obtained.
Securities
for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,
or provides a valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee
of the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each
be valued as follows:
1. The
quarterly valuation process begins with each portfolio company or investment being initially
valued by the internal investment professionals responsible for the portfolio investment;
2. Preliminary
valuation estimates are then documented and discussed with senior management;
3. For
all investments for which there are no readily available market quotations, the Valuation
Committee engages an independent third-party valuation firm to conduct independent appraisals,
review management’s preliminary valuations and make its own independent assessment;
4. The Valuation
Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs
provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the
Company’s Board of Directors a fair value for each investment in the portfolio; and
5. The
Company’s Board of Directors then discusses the valuations recommended by the Valuation
Committee and determines in good faith the fair value of each investment in the portfolio.
In
making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent
with industry practice. Valuation methods utilized include, but are not limited to, the following: comparisons to prices from secondary
market transactions; venture capital financings; public offerings; purchase or sale transactions; analysis of financial ratios and valuation
metrics of portfolio companies that issued such private equity securities to peer companies that are public; analysis of the portfolio
company’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant
factors. The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining the
fair value of each investment.
For
investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages
an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other
factors, in making its fair value determinations for these investments. For the current and prior fiscal year, the Valuation Committee
engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily
available market quotations.
Due
to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair
value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these
estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed,
and it is reasonably possible that the difference could be material. In addition, changes in the market environment and other events
that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change
in unrealized appreciation or depreciation currently reflected in the Condensed Consolidated Financial Statements.
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NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Equity
Investments
Equity
investments for which market quotations are readily available in an active market are generally valued at the most recently available
closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject
to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any
other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market
participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently
available closing market prices. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon
the market value of publicly traded put options with similar terms. For equity securities with readily available market quotations that
are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific
contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are not considered in the
determination of fair value for that security.
The
fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various
factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not
readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding,
which may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results,
public market comparables, and other factors. The Board of Directors may also consider other events, including the transaction in which
the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio
company. In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the
time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase
in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.
In
determining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes
and warrants to purchase common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferences
and limitations of such securities. When equity-linked securities expire worthless, any cost associated with these positions is recognized
as a realized loss on investments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash
Flows. In the event these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned
to the cost basis of the new common or preferred stock. These conversions are noted as non-cash operating items on the Condensed Consolidated
Statements of Cash Flows.
Debt
Investments
Given
the nature of the Company’s current debt investments (excluding U.S. Treasuries), which are principally convertible and promissory
notes issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known
or accessible market or market indices for these investment securities to be traded or exchanged. The Company’s debt investments
are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
Options
The
Company’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flow
analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. If the options are publicly traded,
in accordance with our leveling policy, the Company prices the options at the closing price on a public exchange as of the measurement
date. All other options investments are generally classified as Level 3 assets because there is no known or accessible market or market
indices for these investment securities to be traded or exchanged. The Company’s options are valued at estimated fair value as
determined in good faith by the Company’s Board of Directors.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Investments
in SPVs and Fund Structures
The
Company invests through SPVs and Fund structures, which may hold either a single underlying investment or a portfolio of underlying investments.
The Company’s interest in these structures is generally proportionate to its capital contributions, and distributions from the
underlying investment(s) are made in accordance with that ownership. These investments are recorded at estimated fair value, as determined
in good faith by the Company’s Board of Directors, and are presented in the Condensed Consolidated Schedule of Investments. If
available, the Company may utilize the NAV of an SPV or Fund to substantiate its fair value determination. SPVs and Fund structures may
incur fees, expenses, or tax liabilities associated with their underlying investments, which can impact the fair value of the Company’s
interest. Additionally, these investments may be subject to restrictions on redemption, transfer, or sale.
For
certain Fund structures, including those in which fair value is not readily determinable, the Company may apply the practical expedient
provided under ASC Topic 820 for entities that calculate net asset value (“NAV”) per share or its equivalent, using NAV as
a practical measure of fair value without adjustment.
Special
Purpose Acquisition Companies
The
Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction
is announced. After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments
based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses, and other
techniques as deemed appropriate. Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of
the entity, less a DLOM if there are security-specific contractual sale restrictions, or the shares or warrants are confirmed unregistered.
The Company’s SPAC investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
Portfolio
Company Investment Classification
The
Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control.
“Control investments” are investments in companies that the Company is presumed to control under Section 2(a)(9) of the 1940
Act. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25%
of the outstanding voting securities of a company is presumed to control such company. “Affiliate investments” are investments
in companies that are “affiliated persons” of the Company under Section 2(a)(3) of the 1940 Act. Under the 1940 Act, “affiliated
person” includes any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more, but not more
than 25%, of the outstanding voting securities of such company. Refer to the Condensed Consolidated Schedules of Investments as of June
30, 2026 and December 31, 2025 for details regarding the nature and composition of the Company’s investment portfolio.
Leveling
Policy
The
portfolio companies in which the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companies
are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from
Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement. The Company prices the investment
at the closing price on a public exchange as of the measurement date. In situations where there are legal or contractual restrictions
on the sale or use of such security that under ASC 820-10-35 (as modified by ASU 2022-03) should be incorporated into the security’s
fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the
Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale. The Company transfers
investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820. For investments
transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
Securities
Transactions
Securities
transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company
( i.e. , the trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of
the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation
to pay for securities purchased or to deliver securities sold, respectively.
Valuation
of Other Financial Instruments
The
carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable,
and accrued expenses, approximate fair value due to their short-term nature.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Cash
The
Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality
financial institutions. The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company
believes the risk of loss associated with any uninsured balance is remote.
Escrow
Proceeds Receivable
A
portion of the proceeds from the sale of portfolio investments is held in escrow as a recourse for indemnity claims that may arise under
the sale agreement or other related transaction contingencies. Amounts held in escrow are held at estimated realizable value and included
in net realized gains/(losses) on investments in the Condensed Consolidated Statements of Operations for the period in which they occurred
and are adjusted as needed. Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected
on the Condensed Consolidated Statements of Assets and Liabilities as escrow proceeds receivable. Escrow proceeds receivable resulting
from contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable. As
of June 30, 2026 and December 31, 2025, the Company had no escrow proceeds receivable.
Restricted
Cash
Restricted
Cash consists of amounts that are held in a separate account and are subject to specific contractual restrictions that limit their availability
for general corporate use. These funds are not readily available for use in the Company’s general operations and are segregated
from unrestricted cash and cash equivalents.
Deferred
Financing Costs
The
Company records fees and expenses incurred in connection with financing or capital raising activities relating to the Company’s
shelf registration statement on Form N-2 as deferred financing costs. The Company also incurred additional offering costs in connection
with its 6.00 % Notes due 2026. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement
or as the shelf registration statement expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the
offering. These costs are deferred and amortized using the straight-line method over the respective life of the financing instrument.
For modifications to a financing instrument, any unamortized origination costs are expensed.
The
Company records fees and expenses incurred in connection with debt capital raises as deferred debt issuance costs. Such costs are reflected
in the carrying value of the related debt instrument, and not the Company’s deferred financing costs. For debt capital raised,
the associated offering costs are deferred and amortized as part of interest expense using the straight-line method over the life of
the debt instrument. As of June 30, 2026 and December 31, 2025, the Company had deferred financing costs of $ 578,102 and $ 508,310 , respectively,
on the Condensed Consolidated Statements of Assets and Liabilities.
SCHEDULE OF DEFERRED FINANCING COSTS
June 30, 2026
December 31, 2025
Deferred debt issuance costs
$ 672,612
$ 1,056,167
Deferred financing costs
578,102
508,310
Total
$ 1,250,714
$ 1,564,477
Refer
to “Note 10—Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Operating
Leases & Related Deposits
The
Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use
asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability
for all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line
basis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease
cost. The Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation. These amounts
have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments and Contingencies— Operating
Leases and Related Deposits ” for further detail.
Stock-based
Compensation
Using
the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured
at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determining
the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the
expected volatility of the Company’s stock price. Differences between actual results and these estimates could have a material
effect on the Company’s financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based
Compensation” for further detail.
Revenue
Recognition
The
Company recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interest
income, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on
the ex-dividend date.
Investment
Transaction Costs and Escrow Deposits
Commissions
and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included
in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets,
which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s
right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions
are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflected
on the Condensed Consolidated Statements of Assets and Liabilities as escrow deposits. As of June 30, 2026 and December 31, 2025, the
Company had no escrow deposits.
Unrealized
Appreciation or Depreciation of Investments
Unrealized
appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.
U.S.
Federal and State Income Taxes
The
Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code. To qualify for tax treatment as
a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely
distribute to its stockholders at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind
interest income, as defined by the Code, and 90% of its net tax-exempt interest income (which is the excess of its gross tax-exempt interest
income over certain disallowed deductions) for each taxable year (the “Annual Distribution Requirement”). Depending on the
level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend
distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried
forward.
If
the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year
a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period
ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax
Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance
Requirement exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual
taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes,
if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective
excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
22
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
So
long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S. federal and state income
taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax
liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in
the Condensed Consolidated Financial Statements of the Company. Included in the Company’s Condensed Consolidated Financial Statements,
the Taxable Subsidiaries are subject to U.S. federal income tax imposed at corporate rates on their income, regardless of whether the
Company is a RIC. These Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expenses
as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in
the Company’s Condensed Consolidated Financial Statements.
If
it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of
the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment
as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including
its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it
be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to
its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject
to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to
such dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,”
which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulated
earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any
remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed
above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed
to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC. If the Company fails to requalify
for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in
gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses
that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification
or when recognized over the next five years. Refer to “Note 9—Income Taxes” for further details.
Per
Share Information
Net
change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding
for the period presented. Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)
in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive
securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.
When applicable, the Company uses the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”),
to determine the number of potentially dilutive shares outstanding. Refer to “Note 6—Net Change in Net Assets Resulting from
Operations per Common Share—Basic and Diluted” for further detail.
Recently
Adopted Accounting Standards
In
November 2024, the FASB issued ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which amends ASC 470-20
to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments are
effective for fiscal years and interim periods within fiscal years beginning after December 15, 2025. The Company adopted ASU 2024-04
during the quarter ended March 31, 2026. However, adoption did not have any material impact on the Condensed Consolidated Financial Statements.
23
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Recently
Issued Accounting Standards
In
October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure
Update and Simplification Initiative.” ASU 2023-06 amends the disclosure or presentation requirements related to various subtopics
in the FASB Accounting Standards Codification including requiring investment companies to disclose the components of capital on the balance
sheet. The amendments in ASU 2023-06 will become effective on the date which the SEC’s removal of related disclosures from Regulation
S-X or Regulation S-K become effective, but no later than June 30, 2027. The Company is currently evaluating the impact of the new guidance.
However, it does not expect ASU 2023-06 to have a material impact on the Company’s future Condensed Consolidated Financial Statements.
In
November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures”, which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee
compensation, depreciation, amortization and depletion, within relevant income statement captions. Additionally, in January 2025, the
FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for fiscal years beginning after December
15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is
permitted. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2024-03 to have a material
impact on the Company’s future Condensed Consolidated Financial Statements.
In
May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting
Acquirer in the acquisition of a Variable Interest Entity”, which requires an entity to determine the accounting acquirer by considering
the factors in ASC 805-10-55-12 through 55-15. The amendments are effective for fiscal years and interim periods within fiscal years
beginning after December 15, 2026. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2025-03
to have a material impact on the Company’s future Condensed Consolidated Financial Statements.
From
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company
as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective
will not have a material impact on its Condensed Consolidated Financial Statements upon adoption.
NOTE
3— RELATED-PARTY ARRANGEMENTS
The
Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a
line of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may have
obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s
stockholders.
The
1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an
order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions
with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some
cases, the SEC. The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees
and any person controlling or under common control with the Company, subject to certain exceptions.
In
the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party
transactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company,
the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the
Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled
by the Company, and the Company’s executive officers and directors.
The
Company’s investment in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate”
transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in the entity that controlled
Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors
of Churchill Capital Corp. II, through which the Company executed a private investment in public equity transaction in order to acquire
common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael
Klein, was a control person of such Churchill entities. As of June 30, 2026, the fair value of the Company’s remote-affiliate investment
in Skillsoft was $ 254,297 .
24
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NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Effective
July 15, 2026, in connection with the Externalization, the Company became externally managed by Neostellar Advisors LLC (the
“Adviser”), which is jointly owned by certain members of the Company’s former management team (including Mr. Klein
and Ms. Green) and Magnetar Holdings LLC, and a portion of the fees payable under the Investment Advisory Agreement inures to those
persons. On the same date, the Company also entered into an Administration Agreement with Neostellar Administrative Services LLC
(the “Administrator”), an affiliate of the Adviser, and the Board of Directors appointed Erik Falk, a Partner and Head
of Strategy of Magnetar, as an interested director of the Company. In addition, on July 16, 2026, MCP Investing LLC, an affiliate of
Magnetar, purchased a $ 20.0
million redeemable promissory note from the Company pursuant to a Securities Purchase Agreement dated June 26, 2026. On August 3,
2026, the Company, the Adviser and certain affiliated funds and accounts filed an application with the SEC for an exemptive order
permitting the Company to co-invest in negotiated transactions alongside funds and accounts advised by the Adviser, Magnetar and
their affiliates. There can be no assurance if or when such relief will be granted.
NOTE
4— INVESTMENTS AT FAIR VALUE
Investment
Portfolio Composition
The
Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and
options or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private
and publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury bills. Non-portfolio investments represent
investments in U.S. Treasury bills. As of June 30, 2026, the Company had 60
positions in 37
portfolio companies. As of December 31, 2025, the Company had
60 positions
in 35 portfolio
companies.
The
following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
June 30, 2026 and December 31, 2025:
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
June 30, 2026
December 31, 2025
Cost
Fair Value
Percentage
of
Net Assets
Cost
Fair Value
Percentage
of
Net Assets
Private Portfolio Companies
Preferred Stock (1)
$ 162,335,532
$ 354,836,112
99.6 %
$ 145,749,202
$ 169,631,231
82.6 %
Common Stock (2)
84,141,255
45,390,226
12.8 %
77,006,339
46,713,129
22.8 %
Options (3)
1,888,445
2,713,632
0.8 %
2,971,657
4,201,543
2.0 %
Debt Investments
3,029,559
1,192,275
0.3 %
3,029,559
756,339
0.4 %
Total Private Portfolio Companies
251,394,791
404,132,245
113.5 %
228,756,757
221,302,242
107.8 %
Publicly Traded Portfolio Companies
Common Stock
10,298,778
1,286,269
0.4 %
10,922,147
3,586,956
1.7 %
Options
1,146,881
433,187
0.1 %
1,146,881
622,307
0.3 %
Total Publicly Traded Portfolio Companies
11,445,659
1,719,456
0.5 %
12,069,028
4,209,263
2.0 %
Total Investments
$ 262,840,450
$ 405,851,701
114.0 %
$ 240,825,785
$ 225,511,505
109.8 %
(1) As
of June 30, 2026 Preferred Stock also includes the Company’s investment in the Class
A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Series A-2 Preferred
Shares of OpenAI Global, LLC, the Company’s investment in the Membership Interest of
IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an
SPV, and the Company’s investment in the Class A Interest and Class B Interest of Magnetar
Opportunity 2025-4 LP which is invested in the Series B Preferred Shares of TensorWave, Inc.
As of December 31, 2025, Preferred Stock also includes the Company’s investment in
the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Series
A-2 Preferred Shares of OpenAI Global, LLC, the Company’s investment in the Membership
Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
through an SPV.
(2) As
of June 30, 2026 and December 31, 2025, Common Stock in Private Portfolio Companies also
includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus
Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP
which is invested in the Class A Common Stock of CoreWeave, Inc.
(3) As
of June 30, 2026, Options in Private Portfolio Companies also includes
the Company’s investment in the SAFE of PayJoy, Inc. As of December 31, 2025, Options
in Private Portfolio Companies also includes the Company’s investments in the SAFEs
of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.
25
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
The
geographic and industrial compositions of the Company’s portfolio at fair value as of June 30, 2026 and December 31, 2025 were
as follows:
As of June 30, 2026
As of December 31, 2025
Fair Value
Percentage
of
Portfolio
Percentage
of
Net Assets
Fair Value
Percentage
of
Portfolio
Percentage
of
Net Assets
Geographic Region
Northeast
$ 216,840,006
53.4 %
60.9 %
$ 78,565,018
34.9 %
38.3 %
Midwest
64,078,509
15.8 %
18.0 %
49,488,742
21.9 %
24.1 %
Southeast
61,753,044
15.2 %
17.4 %
44,761,355
19.8 %
21.8 %
West
60,295,705
14.9 %
16.9 %
49,566,027
22.0 %
24.1 %
International
2,884,437
0.7 %
0.8 %
3,130,363
1.4 %
1.5 %
Total
$ 405,851,701
100.0 %
114.0 %
$ 225,511,505
100.0 %
109.8 %
As of June 30, 2026
As of December 31, 2025
Fair Value
Percentage
of
Portfolio
Percentage
of
Net Assets
Fair Value
Percentage
of
Portfolio
Percentage
of
Net Assets
Industry
Consumer Goods & Services
$ 165,013,982
40.7 %
46.4 %
$ 47,772,963
21.2 %
23.3 %
Artificial Intelligence Infrastructure & Applications
138,342,634
34.1 %
38.9 %
69,004,148
30.6 %
33.6 %
Software-as-a-Service
40,597,009
10.0 %
11.4 %
44,725,975
19.8 %
21.8 %
Education Technology
24,093,522
5.9 %
6.8 %
23,683,271
10.5 %
11.5 %
Logistics & Supply Chain
15,783,533
3.9 %
4.4 %
17,678,235
7.8 %
8.6 %
Financial Technology & Services
14,402,080
3.5 %
4.0 %
18,168,362
8.1 %
8.8 %
SuRo Capital Sports
7,618,941
1.9 %
2.1 %
4,478,551
2.0 %
2.2 %
Total
$ 405,851,701
100.0 %
114.0 %
$ 225,511,505
100.0 %
109.8 %
26
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
The
table below details the composition of the Company’s industrial themes presented in the preceding tables:
Industry
Theme
Industry
Artificial
Intelligence Infrastructure
AI
Application Fund
&
Applications
AI
Infrastructure Fund
Managed
Database and Analytics
Consumer
Goods & Services
E-Commerce
Marketplace
Fitness
Technology
Lifestyle
Beverage Brand
Micromobility
Education
Technology
Business
Education
Interactive
Learning
Online
Education
Financial
Technology & Services
Cannabis
REIT
Carbon
Credit Services
Digital
Asset Infrastructure
Financial
Services
Financial
Technology Infrastructure
Mobile
Access Technology
Real
Estate Platform
Venture
Investment Fund
Logistics
& Supply Chain
Supply
Chain Technology
Warehouse
Automation
Software-as-a-Service
Home
Improvement Finance
Knowledge
Networks
Pharmaceutical
Technology
Productivity
Software
Retail
Technology
Social
Data Platform
Cybersecurity
SuRo
Capital Sports
Gaming
Technology
Geolocation
Technology
Interactive
Media & Services
Sports
Betting
27
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NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Investment
Valuation Inputs
The
fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest
level of significant input used in the valuation as of June 30, 2026 and December 31, 2025 are as follows:
SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
As of June 30, 2026
Quoted
Prices in
Active
Markets for
Identical
Securities
(Level 1)
Significant
Other
Observable
Inputs
(Level
2)
Significant
Unobservable
Inputs
(Level
3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 354,836,112
$ 354,836,112
Common Stock (2)
—
—
45,390,226
45,390,226
Options (3)
—
—
2,713,632
2,713,632
Debt Investments
—
—
1,192,275
1,192,275
Private Portfolio Companies
—
—
404,132,245
404,132,245
Publicly Traded Portfolio Companies
Common Stock
1,286,269
—
—
1,286,269
Options
433,187
—
—
433,187
Publicly Traded Portfolio Companies
1,719,456
—
—
1,719,456
Total Investments at Fair Value
$ 1,719,456
$ —
$ 404,132,245
$ 405,851,701
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One
Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global,
LLC, the Company’s investment in the Membership Interest of IH10, LLC which is invested
in the Series B Preferred Shares of VAST Data, Ltd. through an SPV, and the Company’s
investment in the Class A Interest and Class B Interest of Magnetar Opportunity 2025-4 LP
which is invested in the Series B Preferred Shares of TensorWave, Inc.
(2) Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund
Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in
the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common Stock of
CoreWeave, Inc.
(3) Options
in Private Portfolio Companies also includes the Company’s investment in the SAFE of PayJoy,
Inc.
28
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
As of December 31, 2025
Quoted
Prices in
Active
Markets for
Identical
Securities
(Level 1)
Significant
Other
Observable
Inputs
(Level
2)
Significant
Unobservable
Inputs
(Level
3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 169,631,231
$ 169,631,231
Common Stock (2)
—
—
46,713,129
46,713,129
Options (3)
—
—
4,201,543
4,201,543
Debt Investments
—
—
756,339
756,339
Private Portfolio Companies
—
—
221,302,242
221,302,242
Publicly Traded Portfolio Companies
Common Stock
3,586,956
—
—
3,586,956
Options
622,307
—
—
622,307
Publicly Traded Portfolio Companies
4,209,263
—
—
4,209,263
Total Investments at Fair Value
$ 4,209,263
$ —
$ 221,302,242
$ 225,511,505
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One
Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global,
LLC, and the Company’s investment in the Membership Interest of IH10, LLC which is
invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2) Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund
Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in
the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common Stock of
CoreWeave, Inc.
(3) Options
in Private Portfolio Companies also includes the Company’s investments in the SAFEs
of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.
29
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Significant
Unobservable Inputs for Level 3 Assets and Liabilities
In
accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements
of the Company’s Level 3 assets as of June 30, 2026 and December 31, 2025. In addition to the techniques and inputs noted in the
tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologies
when determining the fair value measurements of the Company’s assets. The tables below are not intended to be all-inclusive, but
rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets.
To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s
Level 3 fair value measurements as of June 30, 2026 and December 31, 2025. Significant changes in the inputs in isolation would result
in a significant change in the fair value measurement, depending on the input and the materiality of the investment. Refer to “Note
2—Significant Accounting Policies— Investments at Fair Value ” for more detail.
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
As
of June 30, 2026
Asset
Fair
Value
Valuation
Approach/
Technique (1)
Unobservable
Inputs (2)
Range
(Weighted Average) (3)
Preferred
stock in private companies (4)
$ 354,836,112
Market
Approach
Revenue
Multiples
0.52 x
- 5.12 x ( 2.28 x)
Precedent
Transactions
25 %
- 100 % ( 95 %)
PWERM (7)
Revenue
Multiples
0.75 x
- 2.4 x ( 2.25 x)
Dissolution
Risk
100 %
Common
stock in private companies (5)
$ 45,390,226
Market
Approach
Revenue
Multiples
0.63 x
- 3.58 x ( 3.41 x)
Precedent
Transactions
100 %
PWERM (7)
Dissolution
Risk
100 %
Precedent
Transaction
100 %
Options (6)
$ 2,713,632
Option
Pricing Model
Term
to Expiration (Years)
0.03
Volatility
54 %
Market
Approach
Precedent
Transaction
100 %
Debt
investments
$ 1,192,275
Market
Approach
Revenue
Multiples
0.66 x
- 4.32 x ( 4.15 x)
Precedent
Transactions
25 %
- 100 % ( 84 %)
(1) As
of June 30, 2026, the Board of Directors used a hybrid market and income approach to value
certain common and preferred stock investments, as the Board of Directors felt this approach
better reflected the fair value of these investments. In considering multiple valuation approaches
(and consequently, multiple valuation techniques), the valuation approaches and techniques
are not likely to change from one period of measurement to the next; however, the weighting
of each in determining the final fair value of a Level 3 investment may change based on recent
events or transactions. The hybrid approach may also consider certain risk weightings to
account for the uncertainty of future events. Refer to “Note 2—Significant Accounting
Policies— Investments at Fair Value ” for more detail.
(2) The
Board of Directors considers all relevant information that can reasonably be obtained when
determining the fair value of Level 3 investments. Due to any given portfolio company’s
information rights, changes in capital structure, recent events, transactions, or liquidity
events, the type and availability of unobservable inputs may change. Increases/(decreases)
in revenue multiples, earnings before interest and taxes (“EBIT”) multiples,
time to expiration, and stock price/strike price would result in higher (lower) fair values,
all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates,
would result in higher (lower) fair values, all else equal. The market approach utilizes
market value (revenue and EBIT) multiples of publicly traded comparable companies and available
precedent sales transactions of comparable companies. The Board of Directors carefully considers
numerous factors when selecting the appropriate companies whose multiples are used to value
the Company’s portfolio companies. These factors include, but are not limited to, the
type of organization, similarity to the business being valued, relevant risk factors, as
well as size, profitability and growth expectations. In general, precedent transactions include
recent rounds of financing, recent purchases made by the Company, and tender offers. Refer
to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
for more detail.
(3) The
weighted averages are calculated based on the fair market value of each investment.
(4) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One
Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global,
LLC, the Company’s investment in the Membership Interest of IH10, LLC which is invested
in the Series B Preferred Shares of VAST Data, Ltd. through an SPV, and the Company’s
investment in the Class A Interest and Class B Interest of Magnetar Opportunity 2025-4 LP
which is invested in the Series B Preferred Shares of TensorWave, Inc.
(5) Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund
Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in
the Class A Interest of CW Opportunity 2 LP which is invested in the Class A Common Stock
of CoreWeave, Inc.
(6) Options
in Private Portfolio Companies also includes the Company’s investment in the SAFE of PayJoy,
Inc.
(7) Probability-Weighted
Expected Return Method, or “PWERM”.
30
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
As
of December 31, 2025
Asset
Fair
Value
Valuation
Approach/
Technique (1)
Unobservable
Inputs (2)
Range
(Weighted Average) (3)
Preferred stock
in private companies (4)
$ 169,631,231
Market Approach
Revenue Multiples
0.52 x - 7.95 x ( 3.47 x)
Precedent Transactions
25 % - 100 % ( 76 %)
PWERM (7)
Revenue Multiples
1.42 x - 5.60 x ( 1.72 x)
Dissolution Risk
100 %
Precedent Transaction
90 %
Common stock
in private companies (5)
$ 46,713,129
Market Approach
Revenue Multiples
0.57 x - 5.23 x ( 4.99 x)
Precedent Transactions
100 %
PWERM (7)
AFFO (8)
Multiples
8.42 x
Dissolution Risk
100 %
Options (6)
$ 4,201,543
Option Pricing
Model
Revenue Multiples
4.74 x - 5.60 x
Precedent Transaction
100 %
Term to Expiration (Years)
0.50 - 1.36 ( 0.88 )
Volatility
45 % - 50 % ( 48 %)
PWERM (7)
Precedent Transaction
90 %
Revenue Multiples
1.54 x - 1.90 x ( 1.72 x)
Market Approach
Precedent Transaction
25 % - 100 % ( 77 %)
Debt investments
$ 756,339
Market Approach
Revenue Multiples
0.57 x - 5.05 x ( 3.49 x)
Precedent Transactions
25 %
(1) As
of December 31, 2025, the Board of Directors used a hybrid market and income approach to
value certain common and preferred stock investments, as the Board of Directors felt this
approach better reflected the fair value of these investments. In considering multiple valuation
approaches (and consequently, multiple valuation techniques), the valuation approaches and
techniques are not likely to change from one period of measurement to the next; however,
the weighting of each in determining the final fair value of a Level 3 investment may change
based on recent events or transactions. The hybrid approach may also consider certain risk
weightings to account for the uncertainty of future events. Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ” for more detail.
(2) The
Board of Directors considers all relevant information that can reasonably be obtained when
determining the fair value of Level 3 investments. Due to any given portfolio company’s
information rights, changes in capital structure, recent events, transactions, or liquidity
events, the type and availability of unobservable inputs may change. Increases/(decreases)
in revenue multiples, earnings before interest and taxes (“EBIT”) multiples,
time to expiration, and stock price/strike price would result in higher (lower) fair values,
all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates,
would result in higher (lower) fair values, all else equal. The market approach utilizes
market value (revenue and EBIT) multiples of publicly traded comparable companies and available
precedent sales transactions of comparable companies. The Board of Directors carefully considers
numerous factors when selecting the appropriate companies whose multiples are used to value
the Company’s portfolio companies. These factors include, but are not limited to, the
type of organization, similarity to the business being valued, relevant risk factors, as
well as size, profitability and growth expectations. In general, precedent transactions include
recent rounds of financing, recent purchases made by the Company, and tender offers. Refer
to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
for more detail.
(3) The
weighted averages are calculated based on the fair market value of each investment.
(4) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One
Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global,
LLC, and the Company’s investment in the Membership Interest of IH10, LLC which is
invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(5) Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund
Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in
the Class A Interest of CW Opportunity 2 LP which is invested in the Class A Common Stock
of CoreWeave, Inc.
(6) Options
in Private Portfolio Companies also includes the Company’s investments in the SAFEs
of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.
(7) Probability-Weighted
Expected Return Method, or “PWERM”.
(8) Adjusted
Funds From Operations, or “AFFO”.
31
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
The
aggregate values of Level 3 assets and liabilities changed during the six months ended June 30, 2026 as follows:
SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
Preferred
Stock (1)
Common
Stock (2)
Options (3)
Debt
Investments
Total
Six Months Ended June 30, 2026
Preferred
Stock (1)
Common
Stock (2)
Options (3)
Debt
Investments
Total
Assets:
Fair Value as of December 31, 2025
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Fair Value, Beginning balance
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Transfers out of Level 3
Purchases, capitalized fees and interest
24,579,252
229,296
5,012,250
—
29,820,798
Sales/Redemptions of investments
( 5,150,810 )
( 6,715,466 )
—
—
( 11,866,276 )
Exercises and conversions (4)
( 2,886,779 )
8,982,241
( 6,095,462 )
—
—
Realized gains/(losses)
44,667
4,638,846
—
—
4,683,513
Net change in unrealized appreciation/(depreciation) included in earnings
168,618,551
( 8,457,820 )
( 404,699 )
435,936
160,191,968
Fair Value as of June 30, 2026
$ 354,836,112
$ 45,390,226
$ 2,713,632
$ 1,192,275
$ 404,132,245
Fair Value, Ending balance
$ 354,836,112
$ 45,390,226
$ 2,713,632
$ 1,192,275
$ 404,132,245
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of June 30, 2026
$ 157,818,704
$ ( 8,457,820 )
$ ( 407,112 )
$ 435,936
$ 149,389,708
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One
Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global,
LLC, the Company’s investment in the Membership Interest of IH10, LLC which is invested
in the Series B Preferred Shares of VAST Data, Ltd. through an SPV, and the Company’s
investment in the Class A Interest and Class B Interest of Magnetar Opportunity 2025-4 LP
which is invested in the Series B Preferred Shares of TensorWave, Inc.
(2) Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund
Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in
the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common Stock of
CoreWeave, Inc.
(3) Options
in Private Portfolio Companies also includes the Company’s investment in the SAFE of PayJoy,
Inc.
(4) During
the six months ended June 30, 2026, the Company’s portfolio investments had the following corporate actions which are reflected
below:
Portfolio
Company
Conversion
from
Conversion
to
Whoop,
Inc.
Simple
Agreement for Future Equity
Preferred
Shares, Series G-2 (Level 3)
Orchard
Technologies, Inc.
Senior Preferred Shares, Series 1
Senior Preferred Shares, Series 2
Preferred
Shares, Series D
Simple Agreement for Future Equity
Common
Shares (Level 3)
Preferred Shares, Series E-1 (Level 3)
Magnetar
Opportunity 2025-4 LP
Simple
Agreement for Future Equity
Preferred Shares, Series B (Level 3)
32
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
The
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2025 as follows:
Preferred
Stock (1)
Common
Stock (2)
Options (3)
Debt
Investments
Total
Year Ended December 31, 2025
Preferred
Stock (1)
Common
Stock (2)
Options (3)
Debt
Investments
Total
Assets:
Fair Value as of December 31, 2024
$ 151,003,991
$ 35,922,154
$ 4,357,138
$ 506,339
$ 191,789,622
Fair Value, Beginning balance
$ 151,003,991
$ 35,922,154
$ 4,357,138
$ 506,339
$ 191,789,622
Transfers out of Level 3
( 5,221,824 )
( 6,323,519 )
( 498,305 )
—
( 12,043,648 )
Purchases, capitalized fees and interest
5,330,509
5,395,541
1,083,211
252,363
12,061,624
Sales/Redemptions of investments
—
( 16,324,378 )
—
—
( 16,324,378 )
Exercises and conversions (4)
( 15,768,763 )
17,775,155
( 2,006,392 )
—
—
Realized gains/(losses)
( 1,002,755 )
11,395,780
—
—
10,393,025
Net change in unrealized appreciation/(depreciation) included in earnings
35,290,073
( 1,127,604 )
1,265,891
( 2,363 )
35,425,997
Fair Value as of December 31, 2025
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Fair Value, Ending balance
$ 169,631,231
$ 46,713,129
$ 4,201,543
$ 756,339
$ 221,302,242
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2025
$ 34,444,974
$ ( 1,127,603 )
$ 1,121,861
$ ( 2,363 )
$ 34,436,869
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One
Deep Ventures Fund LLC which is invested in the Series A-2 Preferred Shares of OpenAI Global,
LLC, and the Company’s investment in the Membership Interest of IH10, LLC which is
invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2) Common
Stock in Private Portfolio Companies also includes the Company’s Limited Partner Fund
Investment in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in
the Class A Interest of CW Opportunity 2 LP which is invested in Class A Common Stock of
CoreWeave, Inc.
(3) Options
in Private Portfolio Companies also includes the Company’s investments in the SAFEs
of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.
(4) During
the year ended December 31, 2025, the Company’s portfolio investments had the following
corporate actions which are reflected below:
Portfolio
Company
Conversion
from
Conversion
to
CoreWeave,
Inc.
Preferred
Shares, Series A
Common
shares
Common
Shares (Level 2)
CW
Opportunity 2 LP
Preferred
Shares, Series C
Common
Shares (Level 3)
Commercial
Streaming Solutions Inc. (d/b/a BettorView)
Simple
Agreement for Future Equity
Preferred
Shares, Class A-1 (Level 3)
Colombier
Sponsor II LLC
Class
B Units
Class
W Units
GrabAGun
Digital Holdings Inc. Common Shares (Level 1)
GrabAGun
Digital Holdings Inc. Common Warrants (Level 1)
Stake
Trade, Inc. (d/b/a Prophet Exchange)
Simple
Agreement for Future Equity
Preferred
Shares, Series B-IV (Level 3)
33
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Schedule
of Investments In, and Advances to, Affiliates
Transactions
during the six months ended June 30, 2026 involving the Company’s controlled investments and non-controlled/affiliate
investments were as follows:
SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
Type/Industry/Portfolio Company/Investment
Shares/
Principal/Quantity
Fair Value at December 31, 2025
Transfer In/ (Out)
Unrealized
Gains/(Losses)
Fair Value at June 30, 2026
Percentage
of
Net
Assets
NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
Preferred Stock
Interactive Media & Services
Commercial Streaming Solutions Inc. (d/b/a BettorView)–Preferred Shares, Series A-1
10,548,522
$ 350,000
$ —
$ ( 350,000 )
$ —
— %
Knowledge Networks
Maven Research, Inc.–Preferred Shares, Series C
318,979
—
—
—
—
— %
Maven Research, Inc.–Preferred Shares, Series B
49,505
—
—
—
—
— %
Total Knowledge Networks
—
—
—
—
— %
Interactive Learning
StormWind, LLC (2) – Preferred Shares, Series D 8%
329,337
435,806
—
34,329
470,135
0.13 %
StormWind, LLC (2) – Preferred Shares, Series C 8%
2,779,134
4,760,083
—
251,438
5,011,521
1.41 %
StormWind, LLC (2) – Preferred Shares, Series B 8%
3,279,629
2,578,473
—
285,585
2,864,058
0.80 %
StormWind, LLC (2) – Preferred Shares, Series A 8%
366,666
83,005
—
41,248
124,253
0.03 %
Total Interactive Learning
7,857,367
—
612,600
8,469,967
2.38 %
Total Preferred Stock
8,207,367
—
262,600
8,469,967
2.38 %
Common Stock
Online Education
Curious.com, Inc.–Common Shares
1,135,944
—
—
—
—
— %
Total Common Stock
—
—
—
—
— %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ 8,207,367
$ —
$ 262,600
$ 8,469,967
2.38 %
* All
portfolio investments are non-income-producing, unless otherwise identified. Equity investments
may be subject to lock-up restrictions upon their IPO. Preferred dividends are generally
only payable when declared and paid by the portfolio company’s board of directors.
The Company’s directors, officers, employees and staff, as applicable, may serve on
the board of directors of the Company’s portfolio investments. (Refer to “Note
3—Related-Party Arrangements”). All portfolio investments are considered Level
3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note
4—Investments at Fair Value”). All of the Company’s portfolio investments
are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ”).
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of Neostellar Capital, as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of Neostellar Capital if Neostellar Capital beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
the right to elect directors) of such company.
(2) Neostellar
Capital’s investments in StormWind, LLC are held through Neostellar Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
34
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Schedule
of Investments In, and Advances to, Affiliates
Transactions
during the year ended December 31, 2025 involving the Company’s controlled investments and non-controlled/affiliate investments
were as follows:
Type/Industry/Portfolio Company/Investment
Shares/
Principal/Quantity
Fair Value at December 31, 2024
Transfer In/ (Out)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2025
Percentage
of
Net
Assets
CONTROLLED INVESTMENTS * (2)
Common Stock
Special Purpose Acquisition Company
Colombier Sponsor II LLC** (3) –Class B Units
—
$ 1,101,695
$ ( 1,103,719 )
$ 2,024
$ —
— %
Total Common Stock
1,101,695
( 1,103,719 )
2,024
—
— %
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC** (3) –Class W Units
—
498,305
( 499,221 )
916
—
— %
Total Options
498,305
( 499,221 )
916
—
— %
TOTAL CONTROLLED INVESTMENTS* (2)
$ 1,600,000
$ ( 1,602,940 )
$ 2,940
$ —
— %
NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
Preferred Stock
Interactive Media & Services
Commercial Streaming Solutions Inc. (d/b/a BettorView)–Preferred Shares, Series A-1
10,548,522
$ —
$ 1,000,000
$ ( 650,000 )
$ 350,000
0.17 %
Knowledge Networks
Maven Research, Inc.–Preferred Shares, Series C
318,979
—
—
—
—
— %
Maven Research, Inc.–Preferred Shares, Series B
49,505
—
—
—
—
— %
Total Knowledge Networks
—
—
—
—
— %
Interactive Learning
StormWind, LLC (4) – Preferred Shares, Series D 8%
329,337
501,626
—
( 65,820 )
435,806
0.21 %
StormWind, LLC (4) – Preferred Shares, Series C 8%
2,779,134
5,376,994
—
( 616,911 )
4,760,083
2.32 %
StormWind, LLC (4) – Preferred Shares, Series B 8%
3,279,629
3,233,922
—
( 655,449 )
2,578,473
1.26 %
StormWind, LLC (4) – Preferred Shares, Series A 8%
366,666
156,285
—
( 73,280 )
83,005
0.04 %
Total Interactive Learning
9,268,827
—
( 1,411,460 )
7,857,367
3.83 %
Total Preferred Stock
9,268,827
1,000,000
( 2,061,460 )
8,207,367
4.00 %
Common Stock
Online Education
Curious.com, Inc.–Common Shares
1,135,944
—
—
—
—
— %
Total Common Stock
—
—
—
—
— %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ 9,268,827
$ 1,000,000
$ ( 2,061,460 )
$ 8,207,367
4.00 %
* All
portfolio investments are non-income-producing, unless otherwise identified. Equity investments
may be subject to lock-up restrictions upon their IPO. Preferred dividends are generally
only payable when declared and paid by the portfolio company’s board of directors.
The Company’s directors, officers, employees and staff, as applicable, may serve on
the board of directors of the Company’s portfolio investments. (Refer to “Note
3—Related-Party Arrangements”). All portfolio investments are considered Level
3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note
4—Investments at Fair Value”). All of the Company’s portfolio investments
are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ”).
**
Indicates assets that Neostellar Capital believes do not represent
“qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of December 31, 2025,
32.70 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of Neostellar Capital, as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of Neostellar Capital if Neostellar Capital beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
the right to elect directors) of such company.
(2) “Control
Investments” are investments in those companies that are “Controlled Companies”
of Neostellar Capital, as defined in the 1940 Act. In general, under the 1940 Act, the Company
would “Control” a portfolio company if the Company beneficially owns, directly
or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
the right to elect directors) and/or had the power to exercise control over the management
or policies of such portfolio company.
(3) Denotes
an investment that is the sponsor of a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
(4) Neostellar
Capital’s investments in StormWind, LLC are held through Neostellar Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
35
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
NOTE
5— COMMON STOCK
Share
Repurchase Program
On
August 8, 2017, the Company announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s
common stock, $ 0.01 par value per share, of up to $ 5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0
million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). Following several intervening
approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common stock that may be
repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates,
on October 29, 2025, the Company’s Board of Directors authorized an extension, and increase in the amount of common shares that
may be purchased under, of the Company’s discretionary Share Repurchase Program until the earlier of (i) October 31, 2026 or (ii)
the repurchase of $ 64.3 million in aggregate amount of the Company’s common stock.
The
timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment
opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate
the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase
its outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies and
procedures and the applicable provisions of the 1940 Act and the Exchange Act.
During
the six months ended June 30, 2026 and 2025, the Company did no t repurchase any shares of the Company’s common stock under the
Share Repurchase Program. As of June 30, 2026, the dollar value of shares that remained available to be purchased by the Company under
the Share Repurchase Program was approximately $ 25.0 million.
Second
Amended and Restated 2019 Equity Incentive Plan
Refer
to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted
under the Second Amended & Restated 2019 Equity Incentive Plan (as defined therein).
At-the-Market
Offering
On
July 29, 2020, the Company established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market
Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG
LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc.
(collectively, the “Agents”). Under the Sales Agreement, the Company may, but has no obligation to, issue and sell up to
$ 150.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to
them as principal for their own account. The Company intends to use the net proceeds from the ATM Program to make investments in portfolio
companies in accordance with its investment objective and strategy and for general corporate purposes.
Sales
of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415
under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through
a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices
or at other negotiated prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from
time to time.
The
Agents will receive a commission from the Company equal to up to 2.0 % of the gross sales price of any Shares sold through the Agents
under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
Sales of Shares under the ATM Program may be made only pursuant to an effective registration statement. On July
30, 2026, the Company filed a new shelf registration statement on Form N-2 with the SEC, which had not been declared effective as of the
date of these Condensed Consolidated Financial Statements. Refer to “Note 12—Subsequent Events—Shelf Registration Statement.”
36
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NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
During
the three and six months ended June 30, 2026 and 2025, the Company did no t issue or sell Shares under the ATM Program. As of June 30,
2026, up to approximately $ 87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.
NOTE
6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
The
following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common share,
pursuant to ASC 260, for the three and six months ended June 30, 2026 and 2025.
SCHEDULE OF BASIC AND DILUTED COMMON SHARE
2026
2025
2026
2025
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Earnings per common share–basic:
Net change in net assets resulting from operations
$ ( 18,703,673 )
$ 62,328,070
$ 136,932,387
$ 61,521,355
Weighted-average common shares–basic
25,983,140
23,728,095
25,683,611
23,650,399
Earnings per common share–basic
$ ( 0.72 )
$ 2.63
$ 5.33
$ 2.60
Earnings per common share–diluted:
Net change in net assets resulting from operations
$ ( 18,703,673 )
$ 62,328,070
$ 136,932,387
$ 61,521,355
Adjustment
for interest and amortization on 6.50 % Convertible Notes due 2029 (1)
—
628,529
1,179,929
1,241,345
Net change in net assets resulting from operations, as adjusted
$ ( 18,703,673 )
$ 62,956,599
$ 138,112,316
$ 62,762,700
Adjustment
for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
—
4,516,130
4,484,558
4,462,664
Weighted-average common shares outstanding–diluted
25,983,140
28,244,225
30,168,169
28,113,063
Earnings per common share–diluted
$ ( 0.72 )
$ 2.23
$ 4.58
$ 2.23
(1)
For
the three months ended June 30, 2026, 4,192,642 potentially dilutive common shares were excluded from the weighted-average common
shares outstanding for diluted net change in net assets resulting from operations per common share because the effect of these shares
would have been antidilutive.
NOTE
7— COMMITMENTS AND CONTINGENCIES
In
the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio
company at some future date or over a specified period of time. On December 31, 2025, the Company committed up to $ 20,000,000 to Magnetar
Opportunity 2025-4 LP that required it to make future investments subject to the satisfaction of certain conditions. During the three
months ended March 31, 2026, the Company funded $ 5,000,000 of the commitment. During the three months ended June 30, 2026, the Company
funded the remaining commitment of $ 15,000,000 . As of June 30, 2026, the entire commitment to Magnetar Opportunity 2025-4 LP has been
funded.
From
time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be
predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial
condition or results of operations. The Company is not currently a party to any material legal proceedings.
Operating
Leases and Related Deposits
The
Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability
for the operating lease obligation. The lease originally commenced on June 3, 2019 and expired on August 31, 2024. On September 1, 2024,
the Company extended the previous operating lease for office space for an additional term of three years and three months, with an estimated
commencement date of January 1, 2025 and expiring March 31, 2028. On February 7, 2025, the Company executed a commencement letter, upon
which the lease term was amended to begin on February 13, 2025 and expiring May 12, 2028. The lease expense is presented as a single
lease cost that is amortized on a straight-line basis over the life of the lease.
37
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
As
of June 30, 2026 and December 31, 2025, the Company booked a right-of-use asset and operating lease liability of $ 262,213 and $ 327,932 ,
respectively, on the Condensed Consolidated Statements of Assets and Liabilities . As of June 30, 2026 and December 31, 2025, the Company
recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statements of Assets and Liabilities.
For the three months ended June 30, 2026 and 2025, the Company incurred $ 36,910 and $ 34,021 , respectively, of operating lease expense.
For the six months ended June 30, 2026 and 2025, the Company incurred $ 73,975 and $ 57,209 , respectively, of operating lease expense.
The amounts reflected on the Condensed Consolidated Statements of Assets and Liabilities have been discounted using the rate implicit
in the lease. As of June 30, 2026, the remaining lease term was 1.9 years and the discount rate was 3.00 %.
The
following table shows future minimum payments under the Company’s operating lease as of June 30, 2026:
SCHEDULE OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE
For the Year Ended December 31,
Amount
2026
$ 77,683
2027
159,471
2028
59,688
Total
$ 296,842
NOTE
8— FINANCIAL HIGHLIGHTS
SCHEDULE OF FINANCIAL HIGHLIGHTS
2026
2025
2026
2025
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Per Basic Share Data
Net asset value at beginning of period
$ 14.24
$ 6.66
$ 8.09
$ 6.68
Net investment loss (1)
( 0.90 )
( 0.16 )
( 1.06 )
( 0.31 )
Net realized gain on investments (1)
0.19
0.89
0.23
0.90
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
—
—
—
<( 0.01 )
Net change in unrealized
appreciation/(depreciation) of investments (1)
( 0.02 )
1.89
6.16
2.02
Issuance of common stock from conversion of 6.50% Convertible Notes due 2029 (1)
( 0.28 )
—
( 0.28 )
—
Stock-based compensation (1)(2)
0.21
( 0.10 )
0.30
( 0.11 )
Net asset value at end of period
$ 13.44
$ 9.18
$ 13.44
$ 9.18
Per share market value at end of period
$ 12.54
$ 8.21
$ 12.54
$ 8.21
Total return based on market value (3)
17.09 %
65.19 %
32.84 %
39.63 %
Total return based on net asset value (3)
( 5.62 )%
37.84 %
66.13 %
37.43 %
Shares outstanding at end of period
26,473,222
23,888,107
26,473,222
23,888,107
Ratios/Supplemental Data:
Net assets at end of period
$ 355,856,986
$ 219,409,595
$ 355,856,986
$ 219,409,595
Average net assets
$ 365,283,999
$ 160,412,515
$ 286,289,589
$ 158,444,298
Ratio of net operating expenses to average net assets (4)
9.49 %
9.73 %
12.88 %
10.25 %
Ratio of net investment loss to average net assets (4)
( 9.16 )%
( 9.31 )%
( 12.15 )%
( 9.40 )%
Portfolio Turnover Ratio
3.04 %
2.36 %
4.03 %
3.02 %
(1) Based
on weighted-average number of shares outstanding for the relevant period.
(2) Represents stock-based compensation recognized during the period, net of shares withheld to satisfy statutory
tax withholding obligations upon the vesting of restricted stock awards.
(3) Total
return based on market value is based upon the change in market price per share between the
opening and ending market values per share in the period, adjusted for dividends. Total return
based on net asset value is based upon the change in net asset value per share between the
opening and ending net asset values per share in the period, adjusted for dividends.
(4) Financial
highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment
loss to average net assets are adjusted accordingly. For the three and six months ended June 30, 2026 ,
the annualization of these ratios excludes the effect of approximately $ 20.0 million of accelerated and non-recurring expenses incurred
in connection with the Externalization. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual
investor’s ratios may vary from these ratios.
38
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
NOTE
9— INCOME TAXES
The
Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code and, as such, will not be subject
to U.S. federal income tax on the portion of taxable income (including gains) timely distributed as dividends for U.S. federal income
tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain
deductions, as well as taxable net realized investment gains. Taxable income generally differs from net income for financial reporting
purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized
appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.
To
qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends
of an amount generally at least equal to 90 % of its investment company taxable income, as defined by the Code and determined without
regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution is determined by the
Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that
the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the
Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.
As
a RIC, the Company will be subject to a 4 % nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes
distributions treated as dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar
year of an amount at least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for
each calendar year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October
31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such
years and on which the Company paid no U.S. federal income tax. The Company will not be subject to this excise tax on any amount on which
the Company incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains) .
Depending
on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable
year distributions from such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required.
The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the
total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent
the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable
year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current
taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable
year, or returns of capital.
The
Company has subsidiaries that are classified as corporations for U.S. federal income tax purposes which hold certain portfolio investments
in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions
of the Code. These subsidiaries are consolidated for GAAP and the portfolio investments held by the subsidiaries are included in the
Company’s Condensed Consolidated Financial Statements and are recorded at fair value. These subsidiaries are not consolidated with
the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a
result of their ownership of certain portfolio investments. Any income generated by these subsidiaries generally would be subject to
U.S. federal income tax imposed at corporate rates.
The
Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it
may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to
carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.
The
Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes
are not currently payable/receivable.
39
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
For
U.S. federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences
may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount
of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits
may be significantly less than the actual amounts of the tax attributes.
For
accounting purposes, the Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York, and
California and may be subject to the taxing authorities’ examination for the tax years 2022–2025 for federal and New York
and 2021–2025 in California, respectively. Further, the Company and the Taxable Subsidiaries accrue all interest and penalties
related to uncertain tax positions as incurred. As of June 30, 2026, there were no material interest or penalties incurred related to
uncertain tax positions.
NOTE
10— DEBT CAPITAL ACTIVITIES
6.00%
Notes due 2026
On
December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 pursuant to an Indenture,
dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association
(as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental
indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the
Trustee. On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant
to an overallotment option. The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on
March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022 . The 6.00% Notes due 2026 have a maturity
date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. The Company has the right to redeem
the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price
of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest .
The
6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all
outstanding and future unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future indebtedness
that expressly provides it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s future
secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security
interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under
the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes
due 2026 are outstanding, subject to certain exceptions); and structurally subordinated to all existing and future indebtedness and other
obligations of any of the Company’s subsidiaries.
The
Company records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs. Such
costs are reflected in the carrying value of the 6.00% Notes due 2026. As of June 30, 2026 and December 31, 2025, the Company had deferred
debt issuance costs of $ 94,360
and $ 187,676 ,
respectively, associated with the 6.00% Notes due 2026. The table below shows a reconciliation from the aggregate principal amount of
6.00% Notes due 2026 to the balance shown on the Condensed Consolidated Statements of Assets and Liabilities.
SCHEDULE
OF RECONCILIATION
FROM AGGREGATE PRINCIPAL AMOUNT OF 6.00% NOTES DUE 2026
June 30, 2026
December 31, 2025
Aggregate principal amount of 6.00% Notes due 2026
$ 35,829,825
$ 35,829,825
Direct deduction of deferred debt issuance costs
( 94,360 )
( 187,676 )
Total
$ 35,735,465
$ 35,642,149
The
6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “NSLRL”. The reported closing
market price of NSLRL on June 30, 2026 and December 31, 2025 was $ 24.99 and $ 25.00 per note, respectively. As of June 30, 2026 and December
31, 2025, the fair value of the 6.00% Notes due 2026 was $ 35.8 million and $ 35.8 million, respectively.
40
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
On
August 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
which allows the Company to repurchase up to $ 35.0 million of its 6.00 % Notes due 2026 through open market purchases, including block
purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31,
2024, the Company repurchased and retired $ 30.3 million of aggregate principal amount of the 6.00% Notes due 2026.
On
October 29, 2025, the Company’s Board of Directors approved an extension of the discretionary note repurchase program (the “Note
Repurchase Program”) which allows the Company to repurchase up to an additional $ 40.0 million or the remaining aggregate principal
amount, of its 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the
provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2025, the Company repurchased and retired $ 8.8 million
aggregate principal amount of the 6.00% Notes due 2026.
6.50%
Convertible Notes due 2029
On
August 14, 2024, the Company privately issued $ 25.0 million aggregate principal amount of its 6.50% Convertible Notes due 2029 (the “Initial
Notes”) pursuant to a Notes Purchase Agreement, as Amended and Restated on December 12, 2025 (the “Notes Purchase Agreement”),
between the Company and the purchaser identified therein (the “Purchaser”). On October 9, 2024, the Company issued an additional
$ 5.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029 (the “Additional Notes”), which are treated
as a single series with the Initial Notes. On January 16, 2025, the Company issued $ 5.0 million in Additional Notes, which are treated
as a single series with the Initial Notes and prior issuances of Additional Notes.
The
6.50% Convertible Notes due 2029 bear interest at a rate of 6.50 % per year, payable quarterly in arrears on March 30, June 30, September
30, and December 30 of each year, commencing on September 30, 2024 . The 6.50% Convertible Notes due 2029 have a maturity date of August
14, 2029 , unless previously repurchased, redeemed or converted in accordance with the terms of the Notes Purchase Agreement. The Company
has the right to redeem the 6.50% Convertible Notes due 2029, in whole or in part, at any time or from time to time, on or after August
6, 2027, upon the fulfillment of certain conditions. The Company has determined that the Conversion Cap Cash Payment feature included
in the Convertible Note is an embedded derivative that meets the equity classification criteria. As such, the feature is not bifurcated
and is accounted for as part of the debt instrument, which is recorded at amortized cost. The Company continues to assess this feature
to determine if a future event would require bifurcation.
The
6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial
conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment
as provided in the Notes Purchase Agreement . Effective as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes
due 2029 was adjusted to $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50%
Convertible Notes due 2029) from the initial conversion price of $7.75 per share (129.0323 shares of the Company’s common stock
per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since issuance . The adjustment to the
conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible
Notes due 2029 as a result of the Company’s cash dividend of $0.25 per share, paid on July 31, 2025 to stockholders of record as
of the close of business on July 21, 2025. Effective as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible
Notes due 2029 was adjusted to $7.32 per share (136.5633 shares of the Company’s common stock per $1,000 principal amount of the
6.50% Convertible Notes due 2029) from the most recent conversion price of $7.53 per share (132.7530 shares of the Company’s common
stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since July 21, 2025. The adjustment
to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50%
Convertible Notes due 2029 as a result of the Company’s cash dividend of $ 0.25 per share, paid on December 5, 2025 to stockholders
of record as of the close of business on November 21, 2025 .
41
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
The
6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment,
with any outstanding existing or future unsecured, unsubordinated indebtedness of the Company. The 6.50% Convertible Notes due 2029 are
junior in right of payment to any existing or future secured credit facility; provided, however, that if the Company enters into a future
credit facility senior in right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest
on the outstanding principal amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 % per
annum.
For
the three and six months ended June 30, 2026, the Company issued 1,092,504
shares of its common stock and paid cash in lieu of fractional shares upon the conversion of $ 8,000,000
in aggregate principal amount of the 6.50 %
Convertible Notes due 2029.
The
table below shows a reconciliation from the aggregate principal amount of 6.50% Convertible Notes due 2029 to the balance shown on the
Condensed Consolidated Statements of Assets and Liabilities.
SCHEDULE
OF RECONCILIATION
FROM AGGREGATE PRINCIPAL AMOUNT OF 6.50% CONVERTIBLE NOTES DUE 2029
June 30, 2026
December 31, 2025
Aggregate principal amount of 6.50% Convertible Notes due 2029
$ 35,000,000
$ 35,000,000
Conversion of 6.50% Convertible Notes due 2029
( 8,000,000 )
—
Direct deduction of deferred debt issuance costs
( 578,252 )
( 868,491 )
Total
$ 26,421,748
$ 34,131,509
NOTE
11— STOCK-BASED COMPENSATION
Second
Amended and Restated 2019 Equity Incentive Plan
On
May 28, 2025, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement
of the Company’s Amended and Restated 2019 Equity Incentive Plan (the “Second Amended & Restated 2019 Equity Incentive
Plan”) under which the Company is authorized to grant equity awards for up to 2,390,186 shares of its common stock. In accordance
with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Second Amended & Restated 2019 Equity
Incentive Plan, the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of
its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue
options to acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a part
of such compensation packages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the
Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to
the certain Participants pursuant to the Second Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to
pay the exercise price of Options granted to them with shares of the Company’s common stock.
Under
the Second Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth
of restricted shares of common stock (based on the closing stock price of the common stock on the grant date). Each grant of $ 50,000
in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the
anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary
of such grant). During the six months ended June 30, 2026, the Company granted 17,680 restricted shares to the Company’s non-employee
directors pursuant to the Second Amended & Restated 2019 Equity Incentive Plan. Additionally, on May 28, 2026, 31,248 restricted shares related to the 2025 non-employee director grants vested.
42
TABLE OF CONTENTS
NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
Other
than such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may
determine the time or times at which restricted shares and Options granted to other Participants will vest or become payable or exercisable,
as applicable. The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock
on the date the option is granted. However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s
outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the
exercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date
of grant. Generally, no Option will be exercisable after the expiration of ten years from the date of grant. In the case of an Option
granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant.
On
April 2, 2026, in connection with the Externalization, the Compensation Committee approved grants of 350,000
and 60,000
restricted shares to Mr. Klein and Ms. Green, respectively, and cash bonuses of $ 850,000 to Mr. Klein and $ 500,000 to Ms. Green, in
each case contingent on stockholder approval of the Investment Advisory Agreement. The Company’s stockholders approved the
Investment Advisory Agreement on June 10, 2026, and the Company granted those restricted shares on June 12, 2026 under the Second Amended & Restated 2019 Equity Incentive Plan.
In connection with the Externalization,
on June 15, 2026 the Company’s Board of Directors approved the acceleration in full of the vesting of all restricted shares then
outstanding and unvested under the Amended and Restated 2019 Equity Incentive Plan and the Second Amended & Restated 2019 Equity Incentive
Plan, effective as of June 15, 2026, including the 17,680 restricted shares granted to the Company’s non-employee directors in 2026.
No restricted shares remained outstanding under either plan as of June 30, 2026.
The Company accounted for
the acceleration as a Type I, probable-to-probable modification under ASC 718, Stock Compensation. The modification did not otherwise
change the underlying economic terms of the awards and did not result in incremental compensation cost because the fair value of the awards
immediately before and immediately after the modification was the same. As a result, the Company recognized the remaining unrecognized
compensation cost associated with the grant-date fair value of the outstanding awards upon consummation of the Externalization.
For
the six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense of $ 11,807,726 (exclusive
of $ 5,734,365 in aggregate income tax liability paid by the Company on behalf of certain executives as a result of the vesting of
certain grants) and $ 499,125 ,
respectively, not including executive and employee forfeits. The increase in stock-based compensation expense during the six months
ended June 30, 2026 was primarily attributable to (i) the acceleration of vesting for outstanding restricted share awards in
connection with the Externalization, resulting in the immediate recognition of the remaining unrecognized compensation cost
associated with those awards and (ii) compensation expense recognized for restricted share awards granted to executive officers in
connection with the Externalization. As of June 30, 2026 and December 31, 2025, there were approximately $ 0 and
$ 5,722,648 (immaterially
adjusted from amount previously disclosed), respectively, of total unrecognized compensation costs related to the restricted share
grants. Compensation expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting
periods.
The
following table summarizes the activities for the Company’s restricted share grants for the six months ended June 30, 2026 under
the Second Amended & Restated 2019 Equity Incentive Plan:
SCHEDULE
OF EQUITY INCENTIVE PLAN
Number of
Restricted Shares
Outstanding as of December 31, 2025 (1)
957,173
Granted
437,680
Vested (2)
( 1,394,853 )
Outstanding as of June 30, 2026
—
Total vested since inception as of June 30, 2026
2,563,102
(1) Not
including unvested dividends.
(2) The
balance of vested shares reflects the total shares vested during the period and has not been
reduced for those vested shares forfeited at time of vest related to net share settlement.
The Second Amended & Restated 2019 Equity Incentive Plan provides for the concept of
“net share settlement.” Specifically, it provides that the Company is authorized
to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction
of the Participant’s tax obligations.
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NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
NOTE
12— SUBSEQUENT EVENTS
Portfolio
Activity
From
July 1, 2026 through August 5, 2026, the Company made the following investments (not including capitalized transaction costs).
SCHEDULE
OF INVESTMENTS BY COMPANY
Portfolio Company
Investment
Transaction Date
Amount
Shogun Enterprises, Inc. (d/b/a Hearth) (1)
Common Shares
7/10/2026
$ 861
Total
$ 861
(1)
On
July 10, 2026, the Company exercised 86,076 warrants and received 86,076 Common Shares of Shogun Enterprises, Inc. (d/b/a
Hearth).
From
July 1, 2026 through August 5, 2026, the Company exited the following investment.
SCHEDULE
OF INVESTMENT
Portfolio Company
Transaction Date
Quantity
Average Net Share Price (1)
Net Proceeds
Realized Gain
GrabAGun Digital Holdings Inc. - Common Shares (2)
Various
143,655
$ 3.12
$ 447,678
$ 295,211
Total
$ 447,678
$ 295,211
(1) The
average net share price is the net share price realized after deducting all commissions and
fees on the sale(s), if applicable.
(2) As
of August 5, 2026, we continue to hold 308,964 Common Shares of GrabAGun Digital Holdings,
Inc.
The
Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private
companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such
closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its
stockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve making
deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such
equity investments will be effectuated.
Externalization
At
a special meeting held on June 10, 2026, the Company’s stockholders approved a new investment advisory agreement (the
“Investment Advisory Agreement”) with Neostellar Advisors LLC, a Delaware limited liability company and registered
investment adviser (the “Adviser”) that is jointly owned by certain members of the Company’s former management
team and by Magnetar Holdings LLC. As a result, effective July 15, 2026 (the “Effective Date”), the Company transitioned
from an internally managed BDC to an externally managed BDC managed by the Adviser, and changed its name from “SuRo Capital
Corp.” to “Neostellar Capital Corp.” (the “Externalization”). The Company’s common stock
continues to trade on the Nasdaq Global Select Market, now under the ticker symbol “NSLR.” Under the Investment Advisory
Agreement, the Company pays the Adviser a base management fee at an annual rate of 1.75 %
of gross assets, payable monthly in arrears, and an incentive fee consisting of an income-based fee and a capital gains fee; no
incentive fee is payable with respect to investments held prior to the Effective Date. On the Effective Date, the Company also
entered into an administration agreement with Neostellar Administrative Services LLC, an affiliate of the Adviser, and the Board of
Directors appointed Erik Falk, a Partner and Head of Strategy of Magnetar, as an interested director. In addition, on July 16, 2026,
MCP Investing LLC, an affiliate of Magnetar, purchased from the Company, for $ 20,000,000 ,
a redeemable promissory note bearing interest at 6.50 %
per annum (payable semi-annually in cash) and maturing in 2029, pursuant to a Securities Purchase Agreement dated June 26, 2026. In
connection with the Externalization, on June 15, 2026, the Board of Directors of the Company approved the acceleration of the
vesting of all unvested restricted shares granted under the Amended and Restated 2019 Equity Incentive Plan and the Second Amended
and Restated 2019 Equity Incentive Plan.
The restricted share grants
and cash bonuses approved in connection with the Externalization, and the acceleration of the vesting of the Company’s outstanding
restricted shares, occurred during the quarter ended June 30, 2026 and are described in “Note 11—Stock-Based Compensation.”
Shelf Registration Statement
On July 30, 2026, the Company filed a registration statement on Form N-2 with the SEC pursuant to which the Company
may offer, from time to time in one or more offerings, up to $ 500,000,000 of its common stock, preferred stock, subscription rights to
purchase shares of its common stock, debt securities, or warrants representing rights to purchase shares of its common stock, preferred
stock or debt securities. As of the date of these Condensed Consolidated Financial Statements, the registration statement had not been
declared effective, and no securities had been offered or sold thereunder. Fees and expenses incurred in connection with the registration
statement are recorded as deferred financing costs. Refer to “Note 2—Significant Accounting Policies—Deferred Financing
Costs.”
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NEOSTELLAR
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
NOTE
13— SUPPLEMENTAL FINANCIAL DATA
Summarized
Financial Information of Unconsolidated Subsidiaries
In
accordance with the SEC’s Regulation S-X and GAAP, the Company is precluded from consolidating any entity other than another investment
company, a controlled operating company that provides substantially all of its services and benefits to the Company, and certain entities
established for tax purposes where the Company holds a 100% interest; however, the Company must disclose certain financial information
related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules
of Regulation S-X.
In
May 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial
statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition
of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. In accordance with Rules
3-09, 4-08(g), and 10-01(b)(1) of Regulation S-X, the Company must determine if any of its unconsolidated subsidiaries are considered
a “significant subsidiary.” The Final Rules amended the definition of “significant subsidiary” in a manner that
was intended to more accurately capture those portfolio companies that were more likely to materially impact the financial condition
of an investment company.
The
Company had no controlled portfolio companies as of June 30, 2026. The Company’s controlled portfolio company as of June 30, 2025,
Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2) of Regulation
S-X.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.