UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 10, 2026
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:
| x | 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(s) |
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
Explanatory Note
This Current Report on Form 8-K/A is being filed
to amend the Current Report on Form 8-K filed by Terra Property Trust, Inc., a Maryland corporation (the “Company”), with
the U.S. Securities and Exchange Commission on June 11, 2026 in order to check the Rule 425 filing box on the cover page hereof.
Item 7.01 Regulation FD Disclosure.
Cash Flow Projections
On June 10, 2026, the Company, as part of Amendment
No. 2 to its Form S-4 (the “Amendment”) for its previously announced exchange offer (the “Exchange Offer”) to
exchange all validly tendered unsecured 6.00% Senior Notes due June 30, 2026, issued by the Company (the “Existing Notes”)
for a combination of (i) new 11.00% Senior Secured Notes due July 1, 2027 to be issued by the Company (the “Exchange Notes”)
and (ii) cash, disclosed certain information relating to its cash flow projections. Capitalized terms used but not defined herein
have the meanings ascribed to them in the Amendment.
Based on the Company’s current
projections, from April 1, 2026 through September 30, 2026, it expects aggregate cash inflows from its portfolio of approximately $47.1
million and aggregate cash outflows from its portfolio of (i) approximately $51.9 million, assuming participation in the Exchange Offer
only by holders representing approximately $35.8 million (or 65.7% of the aggregate principal amount) of the outstanding Existing Notes
that have provided a non-binding indication of interest regarding participation in the Exchange Offer, or (ii) approximately $37.9 million,
assuming all holders of Existing Notes participate in the Exchange Offer, in each case excluding transaction expenses. Significant projected
cash outflows during this period include approximately $27.7 million, assuming participation only by holders representing approximately
$35.8 million (or 65.7% of the aggregate principal amount) of the outstanding Existing Notes that have provided a non-binding indication
of interest regarding participation in the Exchange Offer, or approximately $13.6 million, assuming full participation in the Exchange
Offer, in each case relating to cash payments in respect of Existing Notes in June 2026, approximately $13.3 million relating to the repayment
of a secured borrowing associated with a multifamily equity investment in September 2026 in connection with the anticipated monetization
of such investment, approximately $1.6 million relating to capital contributions to an equity investment, and the remainder primarily
comprised of scheduled debt service, operating expenses and other corporate expenditures. Significant projected cash inflows during this
period include approximately $5.7 million from the partial repayment of a mezzanine loan secured by an infill land property expected in
June 2026, approximately $6.0 million of projected distributions from certain equity and preferred equity investments expected during
May and June 2026, approximately $4.1 million from the disposition of an industrial equity investment completed during April 2026 and
approximately $31.6 million from the anticipated monetization of a multifamily equity investment expected in September 2026. These projections
are based on current assumptions and expectations and are subject to change. There can be no assurance that any anticipated repayments,
dispositions, monetizations, distributions or other liquidity events will occur on the timing currently anticipated, on the terms currently
contemplated or at all.
The information included in this Item 7.01 to
this Current Report on Form 8-K is deemed “furnished” and not filed under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On June 11, 2026, the Company issued a press release
announcing the extension of its previously announced Exchange Offer. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is hereby incorporated by reference herein.
Forward-Looking Statements
This press release contains certain forward-looking
statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and
include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from
those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation,
the following: the Company’s expected financial performance, operating results and the Company’s ability to make distributions
to its stockholders in the future; the Company’s expectations concerning its liquidity and capital resources, including the Company’s
ability to meet its obligations as they become due, including the Company’s ability to address upcoming maturities of its indebtedness,
including the Existing Notes, through cash on hand, the Exchange Offer, any concurrent or future financing transactions, including the
terms and conditions (including collateral) of any future financings, cash flow from operations or other sources of liquidity; the level
of participation in the Exchange Offer; changes in the Company’s investment objectives and business strategy; the Company’s
ability to consummate the Exchange Offer on the proposed terms or on the anticipated timeline, or at all; the occurrence of any event,
change or other circumstance that could give rise to the termination of the Exchange Offer; risks related to diverting the attention of
the Company’s management from ongoing business operations; the ability of the Exchange Notes to be approved for listing on the New
York Stock Exchange; the Company’s ability to repay any Existing Notes that remain outstanding after the consummation of the Exchange
Offer; the uncertainty of expected future financial performance and results of the Company; general adverse economic and real estate conditions;
volatility in the Company’s industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate
market specifically, whether the results of market events or otherwise; legislative and regulatory changes, including changes to laws
governing the taxation of REITs; changes in interest rates and the market value of the Company’s assets; competition in the real
estate industry; changes in accounting principles generally accepted in the U.S.; policies and guidelines applicable to REITs; the availability
of financing on acceptable terms or at all; pandemics and other health concerns and the measures intended to prevent their spread; and
the potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial
condition. Additional information concerning the Company and its business, including additional factors that could materially and adversely
affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in
the Company’s 2025 Annual Report on Form 10-K, under Part II, Item 1A - Risk Factors, in the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2026, under “Risk Factors” in the Amendment, and in the Company’s
other filings with the Securities and Exchange Commission.
Additional Information
This Current Report on Form 8-K does not
constitute an offer to buy or the solicitation of an offer to sell any securities. This communication relates to the previously announced
Exchange Offer by the Company. The Exchange Offer is being made pursuant to a registration statement on Form S-4 filed by the Company
with the Securities and Exchange Commission on May 7, 2026 (as amended on June 3, 2026, June 10, 2026, June 11, 2026 and as it may be
amended from time to time), which has not yet been declared effective by the Securities and Exchange Commission, which includes a prospectus
relating to the Exchange Offer. These materials contain important information, including the terms and conditions of the Exchange Offer.
This communication is not a substitute for the registration statement, prospectus, or any other document the Company has filed or may
file with the Securities and Exchange Commission in connection with the Exchange Offer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE EXCHANGE OFFER. Copies of the registration statement, prospectus and other documents filed by the Company with the Securities
and Exchange Commission are available free of charge at the Securities and Exchange Commission’s website at http://www.sec.gov or
by visiting the Company’s website at https://www.terrapropertytrust.com.
Item 9.01 - Financial
Statements and Exhibits.
| Exhibit |
|
Description |
| 99.1 |
|
Press Release dated June 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL) |
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
TERRA PROPERTY TRUST, INC. |
| |
|
|
| Date: June 15, 2026 |
By: |
/s/ Gregory Pinkus |
| |
Name: |
Gregory Pinkus |
| |
Title: |
Chief Financial Officer |
