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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 7, 2022

 

 

 

TERRA PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-40496   81-0963486

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)

 

205 West 28th Street, 12th floor

New York New York 10001

(Address of principal executive offices, including zip code)

 

(212 )753-5100

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

 

Title of each class Trading Symbol Name of each exchange on which registered
6.00% Notes due 2026 TPTA New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

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 13(a) of the Exchange Act.  x

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

As previously reported, on October 1, 2022, Terra Property Trust, Inc. (the “Company”) completed the previously announced merger (the “Merger”) of Terra Income Fund 6, Inc. (“TIF6”) with and into Terra Income Fund 6, LLC, a wholly owned subsidiary of the Company.

 

On November 7, 2022, the Company issued a letter to its shareholders regarding the anticipated benefits of the Merger and certain logistics related to distribution payments to former TIF6 shareholders. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
99.1   Letter to Shareholders, dated November 7, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 

 

 

 

 

Signatures

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

  TERRA PROPERTY TRUST, INC.
     
Date: November 7, 2022 By:   /s/ Gregory M. Pinkus
  Name:    Gregory M. Pinkus
  Title:   Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary