As filed with the Securities and Exchange Commission on September 23, 2026

Securities Act File No. 333-297852

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933 ☒

Pre-Effective Amendment No. 1 ☒

Post-Effective Amendment No. ☐

NEOSTELLAR CAPITAL CORP.

(f/k/a SuRo Capital Corp.)

(Exact Name of Registrant as Specified in Charter)

640 Fifth Avenue, 12th Floor

New York, NY 10019

(Address of Principal Executive Offices)

(212) 931-6331

(Registrant’s Telephone Number, Including Area Code)

Mark D. Klein

Chief Executive Officer and President

Neostellar Capital Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

(Name and Address of Agent for Service)

COPIES TO:

Payam Siadatpour, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

(202) 383-0100

Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☒	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

☐	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _______.
☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:_______.
☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:_______.

Check each box that appropriately characterizes the Registrant:

☐	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
☒	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☒	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).
☐	If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2026

PROSPECTUS

$500,000,000

Neostellar Capital Corp.

Common Stock

Preferred Stock

Subscription Rights

Debt Securities

Warrants

We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We have also elected to be treated as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and expect to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. We commenced operations upon completion of our initial public offering (“IPO”) in May 2011. Effective July 15, 2026, we are externally managed by Neostellar Advisors LLC (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, that is jointly owned by certain of the Adviser’s investment professionals and by Magnetar Holdings LLC. See “Prospectus Summary — The Externalization.”

Our investment objective is 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. We invest principally in the equity securities of what we believe to be rapidly growing venture capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies, and negotiations with selling stockholders. In addition, we may invest in private credit and in founders equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special purpose acquisition companies. We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock, and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments, and are generally convertible into common stock at our discretion. As our investment strategy is focused on equity positions, our investments generally do not produce current income, and therefore, we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available. We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

We may offer, from time to time, in one or more offerings, up to $500,000,000 of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities, and warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, which we refer to, collectively, as our “securities.” The preferred stock, subscription rights, warrants and debt securities offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.

The offering price per share of our common stock, less any underwriting commissions or discounts, will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may in the future seek to issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (i) with the prior approval of the majority of our common stockholders or (ii) under such other circumstances as the U.S. Securities and Exchange Commission (the “SEC”) may permit. In addition, even if we seek and obtain stockholder approval to sell our common stock at a price below our net asset value per share, we cannot do so unless our board of directors (the “Board of Directors”) determines that it would be in our and our stockholders’ best interests to do so.

Our securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of our securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” in this prospectus. We may not sell any of our securities through agents, underwriters or dealers or otherwise without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of securities.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “NSLR.” As of September 22, 2026, the last reported sales price on the Nasdaq Global Select Market for our common stock was $8.30 per share.

This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference, before buying any of the securities being offered under this prospectus and the aforementioned documents. We file annual, quarterly and current reports, proxy statements, and other information with the SEC (http://www.sec.gov), which are available free of charge by contacting us by mail at 640 Fifth Avenue, 12th Floor, New York, NY 10019, on our website at neostellar.vc, by telephone at (212) 931-6331, or by email at IR@neostellaradvisors.vc. This prospectus should be retained for future reference. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements to this prospectus. The contact information provided above may be used by you to make investor inquiries.

An investment in our securities is very risky and highly speculative. Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their net asset value. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” beginning on page 15 of this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q and in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus, to read about factors you should consider, including the risk of leverage, before investing in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

	Page
About this Prospectus	i
Prospectus Summary	1
The Offering	9
Fees and Expenses	12
Financial Highlights	14
Risk Factors	15
Cautionary Statement Regarding Forward-Looking Statements	17
Use of Proceeds	18
Price Range of Common Stock and Distributions	19
Senior Securities	23
Business	24
Portfolio Companies	25
Portfolio Management	26
Management and Other Agreements	27
Corporate Governance	31
Executive Compensation	32
Related Party Transactions and Certain Relationships	33
Security Ownership of Certain Beneficial Owners and Management	34
Regulation as a Business Development Company	35
Determination of Net Asset Value	36
Sales of Common Stock Below Net Asset Value	38
Dividend Reinvestment Plan	42
Certain U.S. Federal Income Tax Considerations	43
Description of Our Securities	51
Description of Our Capital Stock	52
Description of Our Preferred Stock	58
Description of Our Subscription Rights	59
Description of Our Debt Securities	60
Description of Our Warrants	74
Plan of Distribution	76
Custodian, Transfer and Distribution Paying Agent and Registrar	78
Brokerage Allocation and Other Practices	79
Legal Matters	80
Independent Registered Public Accounting Firm	81
Incorporation of Certain Information by Reference	82
Available Information	83

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC using the “shelf” registration process. Under this shelf registration statement, we may offer, from time to time, in one or more offerings, up to $500,000,000 of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, on terms to be determined at the time of the offering. Our securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of our securities and the offerings thereof that we may make pursuant to this prospectus. Each time we use this prospectus to offer our securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to such offerings. In a prospectus supplement or free writing prospectus, we may also add, update, or change any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities being offered, you should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together with any exhibits and the additional information described in the sections titled “Available Information,” “Incorporation of Certain Information by Reference,” “Prospectus Summary” and “Risk Factors” in this prospectus.

This prospectus may contain estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K and in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, that could cause results to differ materially from those expressed in these publications and reports.

This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information” in this prospectus.

You should rely only on the information included or incorporated by reference in this prospectus, any prospectus supplement, or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any applicable prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. You should not assume that the information included or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.

PROSPECTUS SUMMARY

The following summary contains basic information about offerings pursuant to this prospectus. It may not contain all the information that is important to you. For a more complete understanding of offerings pursuant to this prospectus, we encourage you to read this entire prospectus and the documents to which we have referred in this prospectus, together with any accompanying prospectus supplements or free writing prospectuses, including the risks set forth under the caption “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and under similar headings in any other documents that are incorporated by reference into this prospectus and the applicable prospectus supplement, and the information set forth under the caption “Available Information” in this prospectus.

Except where the context suggests otherwise, the terms “we,” “us,” “our,” the “Company” and “Neostellar” refer to Neostellar Capital Corp. (formerly known as SuRo Capital Corp.); the “Adviser” and “Neostellar Advisors” refer to Neostellar Advisors LLC; the “Administrator” refers to Neostellar Administrative Services LLC; the “Magnetar JV Entity” refers to Magnetar Holdings LLC; and “Magnetar” refers, collectively, to the broader alternative investment management business of which the Magnetar JV Entity is a part. References to the “Externalization” refer to our transition, effective July 15, 2026, from an internally managed BDC to an externally managed BDC managed by the Adviser, and the related change of our name from “SuRo Capital Corp.” to “Neostellar Capital Corp.”

Neostellar Capital

We are an externally managed, non-diversified, closed-end management investment company that was incorporated in Maryland on January 6, 2011. We have elected to be regulated as a BDC under the 1940 Act, and have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. Effective July 15, 2026, we are externally managed by the Adviser.

Our date of inception was January 6, 2011, which is the date we commenced development stage activities, and we commenced operations as a BDC upon completion of our IPO in May 2011. Our common stock is listed on the Nasdaq Global Select Market under the symbol “NSLR” (formerly “SSSS,” and prior to that “GSVC”). We began our investment operations during the second quarter of 2011. On and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.” On July 15, 2026, in connection with the Externalization, we changed our name to “Neostellar Capital Corp.” from “SuRo Capital Corp.”

Our investment objective is 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. In addition, we may invest in private credit and in founders equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special purpose acquisition companies. We invest principally in the equity securities of what we believe to be rapidly growing venture capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies, and negotiations with selling stockholders. We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria. We may invest in private equity funds and hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act in the future, although we do not expect investments in private equity funds to represent a principal component of our investment strategy. Before making any such investment in a private equity fund or hedge fund, the Adviser will analyze the business of the underlying portfolio companies of the fund, evaluate the manager of such funds, including their investment processes, investment performance, operational history, and any legal and tax considerations that could impact the Company. Private equity funds and hedge funds are not limited in how they invest their assets, and the underlying investments held by private equity funds may impact our strategies, risks, and costs. Stockholders may have limited information about the underlying investments of the private equity funds in which we invest, including with respect to such funds’ holdings, liquidity, and valuation. See “Risk Factors — Risks Relating to Our Investments — We may invest in private equity funds and through special purpose vehicles, joint ventures or similar private funds, and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, than if we made such investments directly.”

Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes, which may include, among others, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies that we evaluate.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock, and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments, and are generally convertible into common stock at our discretion. As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income, and therefore, we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

Operating and Regulatory Structure

We are an externally managed, non-diversified, closed-end management investment company incorporated in Maryland. Following the Externalization, which became effective on July 15, 2026, we are externally managed by the Adviser. As an externally managed BDC, our investment activities are managed by the Adviser and supervised by our Board of Directors, a majority of whom are not “interested persons” (as defined in the 1940 Act) of the Company or the Adviser. The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring our investments, and monitoring our portfolio on an ongoing basis. We have also engaged the Administrator to provide the administrative services necessary for us to operate. See “Management and Other Agreements.”

As a BDC, we are subject to certain regulatory requirements. See “Part I, Item 1 — Business — Regulation as a Business Development Company” in our most recent Annual Report on Form 10-K. Further, while we are permitted to finance investments using debt, our ability to use debt is limited in certain significant aspects. With certain limited exceptions, we may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150% if certain conditions are met) after such incurrence or issuance. This means that generally, we can borrow up to $1 for every $1 of investor equity (or, if certain conditions are met, we can borrow up to $2 for every $1 of investor equity). In March 2018, the Small Business Credit Availability Act modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur by decreasing the asset coverage percentage from 200% to 150%, if certain requirements under the 1940 Act are met. Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the one-year anniversary of such approval. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. We currently do not intend to seek stockholder approval or approval from our Board of Directors to increase our leverage capacity as set forth above. See “Risk Factors” in Part I, Item 1A in our most recent Annual Report on Form 10-K.

We have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. See “Certain U.S. Federal Income Tax Considerations” in this prospectus and “Part II, Item 8 — Financial Statements and Supplementary Data — Note 2 — Significant Accounting Policies — U.S. Federal and State Income Taxes” and “Part II, Item 8 — Financial Statements and Supplementary Data — Note 9 — Income Taxes” in our most recent Annual Report on Form 10-K.

The Externalization

Prior to the Externalization and since March 2019, we operated as an internally managed, non-diversified closed-end management investment company. In light of the competitive market environment and other factors considered by our management and the Board of Directors, we commenced a comprehensive review of the benefits of continuing to operate as an internally managed BDC, versus pursuing externalizing the Company’s management functions through a partnership with a larger asset management platform. At a meeting of the Board of Directors held on April 2, 2026, the Board of Directors, including all of the directors who are not “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act), unanimously voted to approve a new investment advisory agreement (the “Investment Advisory Agreement”) between us and Neostellar Advisors LLC, a Delaware limited liability company, contingent upon obtaining stockholder approval of the Investment Advisory Agreement. At a special meeting of stockholders held on June 10, 2026, our stockholders approved the Investment Advisory Agreement and as a result, effective July 15, 2026 (the “Effective Date”), we transitioned from an internally managed BDC to an externally managed BDC managed by the Adviser, and we changed our name from “SuRo Capital Corp.” to “Neostellar Capital Corp.” We refer to this transition, together with the related transactions, as the “Externalization.” In connection with the Externalization, we also entered into an administration agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC, an affiliate of the Adviser.

As a result of the Externalization, we do not currently have any employees. Our investment and portfolio management functions are performed by the Adviser, and our administrative functions are performed by the Administrator, in each case pursuant to the Investment Advisory Agreement and the Administration Agreement, respectively. Most of the services necessary for the origination and management of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates. Our principal executive offices are located at 640 Fifth Avenue, 12th Floor, New York, NY 10019, and our telephone number is (212) 931-6331. We maintain a website at neostellar.vc. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus.

The Adviser

The Adviser is a newly formed investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that is jointly owned by certain of the Adviser’s investment professionals and by the Magnetar JV Entity. Subject to the overall supervision of our Board of Directors, the Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research and due diligence on prospective investments, structuring our investments, providing (or arranging for) managerial assistance to our portfolio companies, and monitoring our portfolio on an ongoing basis through a team of investment professionals. Our investment team, including Mark D. Klein and Allison Green, continue to manage our day-to-day operations, but as a result of the Externalization, are employed by the Adviser rather than us. Certain investment professionals of Magnetar’s dedicated ventures investment team (the “Magnetar Ventures Team”) have been added to our Investment Committee. However, Mr. Klein remains primarily responsible for the day-to-day management of our portfolio, subject to the Investment Committee’s review and oversight, consistent with our operations prior to the Externalization.

Magnetar

The Magnetar JV Entity is part of Magnetar, a multi-strategy, multi-product alternative investment platform headquartered in Evanston, Illinois. As of December 31, 2025, Magnetar managed approximately $17.8 billion in assets under management across various strategies, including alternative credit and fixed income, quantitative investing, and ventures strategies. We believe the Externalization provides continuity of investment philosophy while providing access to Magnetar’s larger platform and resources.

Management Fee

Pursuant to the Investment Advisory Agreement, we pay the Adviser a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”). The Base Management Fee is calculated at an annual rate of 1.75% of our gross assets, payable monthly in arrears, calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during the current calendar quarter. See “Management and Other Agreements — Management Fee.”

Incentive Fee

The Incentive Fee consists of two components: an income-based fee (the “Income-Based Fee”) and a capital gains fee (the “Capital Gains Fee”). No Incentive Fee is payable with respect to our portfolio of investments held prior to the Effective Date (“Pre-Existing Investments”); the Incentive Fee applies only to investments made on or after the Effective Date (“Eligible Investments”). See “Management and Other Agreements — Incentive Fee.”

Administration Agreement

Under the Administration Agreement, the Administrator provides, or oversees the performance of, administrative services necessary for our operation, and we reimburse the Administrator for our allocable portion of the Administrator’s costs and expenses, including the compensation of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. See “Management and Other Agreements — Administration Agreement.”

Co-Investment Opportunities

In connection with the Externalization, we, the Adviser and certain affiliated funds and accounts of the Adviser and Magnetar filed an application with the SEC on August 3, 2026 for co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) and, if the Exemptive Relief is obtained, we intend to rely on it to permit us to co-invest in suitable negotiated investments alongside present and future funds and accounts advised by the Adviser, Magnetar or their affiliates, subject to the conditions of the Exemptive Relief. Until the Exemptive Relief is obtained, our ability to co-invest alongside the Adviser, Magnetar and their affiliates in privately negotiated transactions will be limited by the 1940 Act and the rules thereunder. There can be no assurance that we will obtain the Exemptive Relief.

Magnetar Investment

In connection with the Externalization, on July 16, 2026, MCP Investing LLC, an affiliate of the Magnetar JV Entity (the “Purchaser”), purchased from the Company, for $20,000,000, a redeemable promissory note (the “Magnetar Investment”) pursuant to a Securities Purchase Agreement, dated as of June 26, 2026. The note bears interest at a rate of 6.50% per annum, payable semi-annually in cash, and matures in 2029. Following the Externalization, if we complete a transaction or series of transactions with the principal purpose of raising capital in which we issue and sell only shares of our Common Stock to investors other than the Purchaser for aggregate gross proceeds of at least $230.0 million at a price per share no less than our then-current net asset value (a “Qualified Fundraising”), the note will be redeemed automatically and repaid through the issuance of newly issued shares of our Common Stock at the price per share of Common Stock sold in the Qualified Fundraising or, if the Qualified Fundraising consists of a series of transactions, generally the price per share in the latest transaction in which we raised at least $5.0 million in aggregate net proceeds from purchasers that were not affiliates of the Company. If a Qualified Fundraising does not occur before maturity, we will be obligated to repay all outstanding principal and accrued interest under the note in cash at maturity. If we consummate a change of control while the note remains outstanding, we will be required to repay the Purchaser in cash in an amount equal to 105% of the outstanding principal and accrued interest. We have agreed to provide the Purchaser with certain resale registration rights with respect to any shares of our Common Stock issued upon redemption of the note. The issuance or resale of shares of our Common Stock in connection with the Magnetar Investment could be dilutive to existing stockholders. See “Management and Other Agreements — Magnetar Investment” and “Related Party Transactions and Certain Relationships.”

Conflicts of Interest

The Externalization and our externally managed structure give rise to certain conflicts of interest, including that certain of the Adviser’s investment professionals negotiated the Investment Advisory Agreement and have ownership interests in, and are employed by, the Adviser, that certain transaction-related compensation and restricted-share vesting arrangements were tied to the consummation of the Externalization, and that the Adviser and Magnetar manage, and in the future may manage, other funds and accounts that may compete with us for investment opportunities. See “Risk Factors” and “Related Party Transactions and Certain Relationships.”

Investment Opportunity

We believe that society is experiencing a convergence of numerous disruptive trends, producing new high-growth markets.

At the same time, we believe that the IPO markets have experienced substantial structural changes which have made it significantly more challenging for private companies to go public. Volatile equity markets, a lack of investment research coverage for private and smaller companies, and investor demand for a longer history of revenue and earnings growth have resulted in companies staying private significantly longer than in the past. In addition, increased public company compliance obligations, such as those imposed by the Sarbanes-Oxley Act of 2002, as amended, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, have made it more costly and less attractive to become a public company. As a result, there are significantly fewer IPOs today than there were during the 1990s, with prospective public companies taking longer to come to market.

Investment Strategy

We seek to maintain our portfolio of potentially high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through our publicly traded common stock.

●

Identify high quality growth companies. Based on our extensive experience in analyzing technology trends and markets, we have identified several technology sub-sectors, including Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain, as opportunities where we believe companies are capable of producing substantial growth. We rely on our collective industry knowledge as well as an understanding of where leading venture capitalists and other institutional investors are investing.

We leverage a combination of our relationships throughout Silicon Valley and our independent research to identify leaders in our targeted sub-sectors that we believe are differentiated and best positioned for sustained growth. Our team continues to expand our sourcing network in order to evaluate a wide range of investment opportunities in companies that demonstrate strong operating fundamentals. We are targeting businesses that have been shown to provide scaled valuation growth before a potential IPO or strategic exit.

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Acquire positions in targeted investments. We seek to selectively add to our portfolio by sourcing investments at an acceptable price through our disciplined investing strategy. To this end, we utilize multiple methods to acquire equity stakes in private companies that are not available to many individual investors.

Direct equity investments. We seek direct investments in private companies. There is a large market among emerging private companies for equity capital investments. Many of these companies, particularly within the technology sector, lack the necessary cash flows to sustain substantial amounts of debt, and therefore have viewed equity capital as a more attractive long-term financing tool. We seek to be a source of such equity capital as a means of investing in these companies and look for opportunities to invest alongside other venture capital and private equity investors with whom we have established relationships.

Private secondary marketplaces and direct share purchases. We also utilize private secondary marketplaces as a means to acquire equity and equity-related interests in privately held companies that meet our investment criteria and that we believe are attractive candidates for investment. We believe that such markets offer new channels for access to equity investments in private companies and provide a potential source of liquidity should we decide to exit an investment. In addition, we also purchase shares directly from stockholders, including current or former employees. As certain companies grow and experience significant increased value while remaining private, employees and other stockholders may seek liquidity by selling shares directly to a third party or to a third party via a secondary marketplace. Sales of shares in private companies are typically restricted by contractual transfer restrictions and may be further restricted by provisions in company charter documents, investor rights of first refusal and co-sale and company employment and trading policies, which may impose strict limits on transfer. We believe that the reputation of our investment professionals within the industry and established history of investing affords us a favorable position when seeking approval for a purchase of shares subject to such limitations.

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Create access to a varied investment portfolio. We seek to hold a varied portfolio of non-controlling equity investments, which we believe will minimize the impact on our portfolio of a negative downturn at any one specific company. We believe that our relatively varied portfolio will provide a convenient means for accredited and non-accredited individual investors to obtain access to an asset class that has generally been limited to venture capital, private equity and similar large institutional investors.

Starting in 2017, we began to focus our investment strategy to increase the size of our investments in individual portfolio companies. While this will likely have the effect of reducing the number of companies in which we hold investments, we believe that the shift towards larger positions will better allow our investment professionals to focus our investments in companies and industries that are more likely to result in beneficial returns to our stockholders.

Competitive Advantages

We believe that we benefit from the following competitive advantages in executing our investment strategy:

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Capable team of investment professionals. The Adviser’s investment professionals and our Board of Directors have significant experience researching and investing in the types of high-growth venture-capital-backed companies we are targeting for investment. Through our proprietary company evaluation process, including our identification of technology trends and themes and company research, we believe we have developed important insight into identifying and valuing emerging private companies.

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Disciplined and repeatable investment process. We have established a disciplined and repeatable process to locate and acquire available shares at attractive valuations by utilizing multiple sources. In contrast to industry “aggregators” that accumulate stock at market prices, we conduct valuation analysis and make acquisitions only when we can invest at valuations that we believe are attractive to our investors.

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Deep relationships with significant credibility to source and complete transactions. The Adviser’s investment professionals are strategically located in New York, New York and the San Francisco Bay Area, and, through the Adviser’s relationship with Magnetar, have access to Magnetar’s technology-focused investment team based in Menlo Park, California, allowing us to fully engage in the technology and innovation ecosystem. Our wide network of venture capital and technology professionals supports our sourcing efforts and helps provide access to promising investment opportunities. The Adviser’s investment professionals have also developed strong relationships in the financial, investing and technology-related sectors.

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Source of permanent investing capital. As a publicly traded corporation, we have access to a source of permanent equity capital that we can use to invest in portfolio companies. This permanent equity capital is a significant differentiator from other potential investors that may be required to return capital to stockholders on a defined schedule. We believe that our ability to invest on a long-term time horizon makes us attractive to companies looking for strong, stable owners of their equity.

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Early mover advantage. We believe we are one of the few publicly traded BDCs with a specific focus on investing in high-growth venture-backed companies. The transactions that we have executed to date since our IPO have helped to establish our reputation with the types of secondary sellers and emerging companies that we target for investment. We have leveraged a number of relationships and channels to acquire the equity of private companies. As we continue to grow our portfolio with attractive investments, we believe that our reputation as a committed partner will be further enhanced, allowing us to source and close investments that would otherwise be unavailable. We believe that these factors collectively differentiate us from other potential investors in private company securities and will serve our goal to complete equity transactions in compelling private companies at attractive valuations.

Our primary competitors include specialty finance companies including late-stage venture capital funds, private equity funds, other crossover funds, public funds investing in private companies and public and private BDCs. Many of these entities have greater financial and managerial resources than we will have. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider more investments and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions the 1940 Act imposes on us as a BDC. For additional information concerning the competitive risks we face, see “Part I, Item 1A — Risk Factors — Risks Related to Our Business and Structure” in our most recent Annual Report on Form 10-K and “Part II, Item 1A—Risk Factors” in our most recent Quarterly Report on Form 10-Q.

Investment Process

Concentrated Technology-Related Focus

The Adviser’s investment professionals have identified five key investment themes from which we have seen significant numbers of high-growth companies emerge: Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain. However, the opportunity set of high-growth venture-backed technology companies extends beyond these key investment themes into much broader markets. These broad markets have the potential to produce disruptive technologies, reach a large addressable market, and provide significant commercial opportunities. Within these areas, we have identified trends that could create significant positive effects on growth such as globalization, consolidation, branding, convergence and network effects. Thus, while we remain focused on selecting market leaders within the key investment themes identified, the Adviser’s investment professionals actively seek out promising investments across a diverse selection of new technology subsectors.

Investment Targeting and Screening

We identify prospective portfolio companies through an extensive network of relationships developed by the Adviser’s investment professionals, supplemented by the knowledge and relationships of our Board of Directors. Investment opportunities that fall within our identified themes are validated against the observed behavior of leading venture capitalists and institutional investors, as well as through our own internal and external research. We evaluate potential portfolio companies across a spectrum of criteria, including industry positioning and leadership, stage of growth, path to profitability, the uniqueness and defensibility of the portfolio company’s strategy, investor sponsorship, and the portfolio company’s potential access to capital to continue to fund its growth that collectively characterize our proprietary investment process. We typically seek to invest our assets under management in the equity of well-established and growth stage companies, and debt investments of emerging companies that fit within our targeted areas. Based on our initial screening, we identify a select set of companies that we evaluate in greater depth.

Research and Due Diligence Process

Once we identify those companies that we believe warrant more in-depth analysis, we focus on their total addressable market, revenue growth and sustainability, and earnings growth, as well as other metrics that may be strongly correlated with higher valuations. We also focus on the company’s management team and any significant financial sponsor, their current business model, competitive positioning, regulatory and legal issues, the quality of any intellectual property and other investment-specific due diligence. Each prospective portfolio company that passes our initial due diligence review is given a qualitative ranking to allow us to evaluate it against others in our pipeline, and we review and update these companies on a regular basis.

Our due diligence process will vary depending on whether we are investing through a private secondary transaction on a marketplace or with a selling stockholder or by direct equity investment. We access information on our potential investments through a variety of sources, including information made available on secondary marketplaces, publications by private company research firms, industry publications, commissioned analysis by third-party research firms, and, to a limited extent, directly from the company or financial sponsor. We utilize a combination of each of these sources to help us set a target value for the companies we ultimately select for investment.

Portfolio Construction and Sourcing

Upon completion of our research and due diligence process, we select investments for inclusion in our portfolio based on their value proposition, addressable market, fundamentals and valuation. We seek to create a relatively varied portfolio that we expect will include investments in companies representing a broad range of investment themes. We generally choose to pursue specific investments based on the availability of shares and valuation expectations. We utilize a combination of secondary marketplaces, direct purchases from stockholders and direct equity investments in order to make investments in our portfolio companies. Once we have established an initial position in a portfolio company, we may choose to increase our stake through subsequent purchases. Maintaining a balanced portfolio is a key to our success, and as a result we constantly evaluate the composition of our investments and our pipeline to ensure we are exposed to a diverse set of companies within our target segments.

Transaction Execution

We enter into purchase agreements for substantially all of our private company portfolio investments. Private company securities are typically subject to contractual transfer limitations, which may, among other things, give the issuer, its assignees and/or its stockholders a particular period of time, often 30 days or more, in which to exercise a veto right, or a right of first refusal over, the sale of such securities. Accordingly, the purchase agreements we enter into for secondary transactions typically require the lapse or satisfaction of these rights as a condition to closing. Under these circumstances, we may be required to deposit the purchase price into escrow upon signing, with the funds released to the seller at closing or returned to us if the closing conditions are not met.

Risk Management and Monitoring

We monitor the financial trends of each portfolio company to assess our exposure to individual companies as well as to evaluate overall portfolio quality. We establish valuation targets at the portfolio level and for gross and net exposures with respect to specific companies and industries within our overall portfolio. In cases where we make a direct investment in a portfolio company, we may also obtain board positions, board observation rights and/or information rights from that portfolio company in connection with our equity investment. We regularly monitor our portfolio for compliance with the diversification requirements for purposes of maintaining our status as a BDC and a RIC for tax purposes.

Legal Proceedings

Neither we nor our wholly owned subsidiaries or the Adviser are currently subject to any material legal proceedings other than ordinary routine litigation incidental to the business. From time to time, we, our consolidated subsidiaries and/or the Adviser may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business also is subject to extensive regulation, which may result in regulatory proceedings against us.

Risks Associated with Our Business

Our business is subject to numerous risks, as described in the section titled “Risk Factors” in this prospectus, in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K, in our most recent Quarterly Report on Form 10-Q, as well as in any of our subsequent SEC filings.

THE OFFERING

We may offer, from time to time, up to $500,000,000 of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities, or warrants representing rights to purchase shares of our common stock, preferred stock, or debt securities on terms to be determined at the time of each offering and set forth in one or more supplements to this prospectus. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus and any related free writing prospectus.

Our securities may be offered directly to one or more purchasers, including to existing stockholders in a rights offering, by us or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering and any related free writing prospectus will disclose the terms of such offering, including the name or names of any agents or underwriters involved in the sale of our securities, the purchase price, and any fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters, or the basis upon which such amount may be calculated. See “Plan of Distribution” in this prospectus for further information. We may not sell any of our securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of our securities.

Set forth below is additional information regarding offerings of our securities pursuant to this prospectus:

Use of Proceeds		Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities pursuant to this prospectus for general corporate purposes, which may include investing in securities consistent with our investment objective, repayment of outstanding indebtedness, and other general corporate purposes. We will also use a portion of any such net proceeds to pay operating expenses and other expenses, such as due diligence expenses relating to potential new investments. We anticipate that substantially all of the net proceeds of any such offering will be used for the above purposes within six to twelve months, depending on the availability of investment opportunities that are consistent with our investment objectives and market conditions, except for such amounts as may be retained for purposes of funding our ongoing operations subsequent to the completion of such offering. Each supplement to this prospectus or free writing prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds” in this prospectus for further information.

Nasdaq Global Select Market symbol		Our common stock is listed on the Nasdaq Global Select Market under the symbol “NSLR.”

Distributions		The timing and amount of our dividends, if any, will be determined by our Board of Directors. Any dividends to our stockholders will be declared out of assets legally available for distribution. As we focus on making primarily capital gains-based investments in equity securities, we do not anticipate that we will pay dividends on a quarterly basis or become a predictable distributor of dividends, and we expect that our dividends, if any, will be less consistent than the dividends of other BDCs that primarily make debt investments.

Taxation		We have elected to be treated as a RIC under Subchapter M of the Code and intend to comply with the requirements to continue to qualify annually as a RIC. As a RIC, we generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. To continue to maintain our RIC tax treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See “Certain U.S. Federal Income Tax Considerations” in this prospectus for further information.

Leverage		We may use leverage to make investments. As a result, to the extent we use leverage to make investments, we may be exposed to the risks of leverage. Leverage may be considered a speculative investment technique. The use of leverage magnifies the potential for gain and loss on amounts we invest, and therefore, indirectly increases the risks associated with investing in shares of our common stock. With certain limited exceptions, we may issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150% if certain conditions are met) after such incurrence or issuance. This means that generally, we can borrow up to $1 for every $1 of investor equity (or, if certain conditions are met, we can borrow up to $2 for every $1 of investor equity). The costs associated with our borrowings are borne by our stockholders. In connection with this offering, neither our Board of Directors nor our stockholders are being asked to approve a reduced asset coverage ratio. See “Risk Factors” in this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K, and in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q for more information.

Trading at a Discount		Shares of closed-end investment companies frequently trade at a discount to their net asset value. The possibility that our common stock may trade at a discount to our net asset value per share is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value.

Sales of Common Stock Below Net Asset Value		The offering price per share of our common stock, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering, except (i) with the requisite approval of our common stockholders or (ii) under such other circumstances as the SEC may permit. In addition, we cannot issue shares of our common stock below net asset value unless our Board of Directors determines that it would be in our and our stockholders’ best interests to do so. We did not seek stockholder authorization to issue common stock at a price below net asset value per share at our 2026 annual meeting of stockholders. Sales by us of our common stock at a discount from our net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. See “Sales of Common Stock Below Net Asset Value” in this prospectus for further information.

Dividend Reinvestment Plan		We have adopted an “opt out” dividend reinvestment plan (the “DRIP”). If your shares of common stock are registered in your own name, your distributions will automatically be reinvested under our DRIP in additional shares of common stock, unless you “opt out” of our DRIP so as to receive cash dividends by delivering a written notice to our dividend paying agent. If your shares are held in the name of a broker or other nominee, you should contact the broker or nominee for details regarding opting out of our DRIP. Stockholders who receive distributions in the form of stock will be subject to the same U.S. federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. See “Dividend Reinvestment Plan” in this prospectus for further information.

Certain Anti-Takeover Measures		Our charter and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our securities the opportunity to realize a premium over the market price for our securities. See “Description of Our Capital Stock” in this prospectus for further information.

Available Information		We have filed with the SEC a registration statement on Form N-2 together with all amendments and related exhibits under the Securities Act. The registration statement contains additional information about us and the securities being offered by this prospectus. We are required to file annual, quarterly and current reports, proxy statements, and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding registrants that are filed electronically, which are available free of charge on the SEC’s website at http://www.sec.gov. This information is also available free of charge by contacting us at Neostellar Capital Corp., 640 Fifth Avenue, 12th Floor, New York, NY 10019, by telephone at (212) 931-6331, or on our website at neostellar.vc.

Incorporation of Certain Information by Reference		This prospectus is part of a registration statement that we have filed with the SEC. In accordance with the Small Business Credit Availability Act, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that information. Any reports filed by us with the SEC subsequent to the date of this prospectus until we have sold all of the securities offered by this prospectus or the offering is otherwise terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” in this prospectus for further information.

Investment Adviser		Neostellar Advisors LLC serves as our investment adviser. The Adviser is registered as an investment adviser under the Advisers Act and is jointly owned by certain of the Adviser’s investment professionals and by the Magnetar JV Entity. The Adviser manages our investments subject to the supervision of our Board of Directors. See “Management and Other Agreements.”

Administrator		Neostellar Administrative Services LLC, an affiliate of the Adviser, serves as our administrator and provides us with office facilities and administrative services pursuant to the Administration Agreement. See “Management and Other Agreements — Administration Agreement.”

Management Fee and Incentive Fee		We pay the Adviser a Base Management Fee at an annual rate of 1.75% of our gross assets and a two-part Incentive Fee, consisting of an Income-Based Fee and a Capital Gains Fee. No Incentive Fee is payable on our Pre-Existing Investments. See “Fees and Expenses” and “Management and Other Agreements.”

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in an offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us” or “Neostellar Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in Neostellar Capital Corp., however, your responsibility for such fees or expenses is limited to your investment in Neostellar Capital Corp. The fee table and example below include all fees and expenses of our consolidated subsidiaries.

Stockholder transaction expenses:
Sales load (as a percentage of offering price)	—	%⁽¹⁾
Offering expenses (as a percentage of offering price)	—	%⁽²⁾
Dividend reinvestment plan expenses	—	%⁽³⁾
Total stockholder transaction expenses (as a percentage of offering price)	—	%⁽⁴⁾

Annual expenses (as a percentage of net assets attributable to common stock):⁽⁹⁾
Base management fee ⁽⁹⁾⁽⁵⁾	2.07	%⁽⁵⁾
Incentive fees⁽⁹⁾⁽⁶⁾	0.00	%⁽⁶⁾
Interest payments on borrowed funds⁽⁹⁾⁽⁷⁾	1.56	%⁽⁷⁾
Other expenses⁽⁹⁾⁽⁸⁾	2.68	%⁽⁸⁾
Acquired fund fees and expenses^(9)(10)	0.06	%⁽¹⁰⁾
Total annual expenses	6.37	%

(1)	In the event that our securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.
(2)	In the event that we conduct an offering of our securities, a corresponding prospectus supplement will disclose the estimated offering expenses. Our common stockholders will bear, directly or indirectly, the expenses of any offering of our securities, including debt securities.
(3)	Under the DRIP, we will pay the plan administrator’s fees. There will be no brokerage charges or other charges to stockholders who participate in the DRIP, except that if a participant elects, by his or its written or telephonic notice to the plan administrator in advance of termination, to have the plan administrator sell part or all of his, her, or its shares and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15 transaction fee plus brokerage commission from the proceeds. For additional information, see “Dividend Reinvestment Plan” in this prospectus. The expenses of our DRIP are included in “Other Expenses.”
(4)	The total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus supplement, if any.
(5)	The Base Management Fee is calculated at an annual rate of 1.75% of the Company’s gross assets, payable monthly in arrears. The percentage shown in the table is presented as a percentage of net assets attributable to common stock, estimated based on the Company’s gross assets of approximately $420.1 million and net assets of approximately $355.9 million, in each case as of June 30, 2026. Because the Base Management Fee is payable on gross assets rather than net assets, the percentage shown in the table exceeds the 1.75% annual contractual rate and would increase to the extent the Company incurs additional leverage. See “Management and Other Agreements — Management Fee.”
(6)	The Incentive Fee consists of an Income-Based Fee and a Capital Gains Fee. No Incentive Fee is payable with respect to the Company’s Pre-Existing Investments. The Company has not made any Eligible Investments as of the date of this prospectus, and accordingly the Incentive Fee is estimated to be 0.00% for purposes of this table; this figure is a function of the composition of the Company’s portfolio as of June 30, 2026 and is not expected to remain at this level over the longer term. See “Management and Other Agreements — Incentive Fee.”
(7)	Interest payments on borrowed funds represents the Company’s estimated annual interest payments based on actual interest rate terms under its outstanding indebtedness. The amount shown reflects total interest of $1,470,534, consisting of interest expense recognized for the quarter ended June 30, 2026 on the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029, together with amortization of deferred debt issuance costs, and a full quarter of coupon interest on the 6.50% redeemable promissory note issued in connection with the Magnetar Investment, annualized. The 6.50% redeemable promissory note was issued on July 16, 2026 and was therefore not outstanding as of June 30, 2026. This figure has not been adjusted to reflect the scheduled maturity of the 6.00% Notes due 2026 on December 30, 2026 or the scheduled maturity of the 6.50% redeemable promissory note issued in connection with the Magnetar Investment on July 16, 2029 and the resulting cessation of interest thereon, or reduced future interest payments on the 6.50% Convertible Notes due 2029 resulting from conversions.
(8)	“Other expenses” are based upon estimated amounts for the current fiscal year, including expenses payable under the Administration Agreement. See “Management and Other Agreements — Administration Agreement.”

(9)

Net assets attributable to common stock reflects the Company’s net asset value. Our net assets totaled approximately $355.9 million, or $13.44 per share, as of June 30, 2026. The annual expense percentages shown in the table are presented as a percentage of the Company’s estimated average net assets attributable to common stock of approximately $376.1 million for the four quarters following June 30, 2026, other than the Base Management Fee, which is presented as a percentage of net assets as of June 30