Ready Capital Corporation filed SEC Form 8-K: Financial Statements and Exhibits
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Explanatory Note
On July 9, 2021, Ready Capital Corporation (the “Company”), Sutherland Partners L.P. (the “Operating Partnership”), and Waterfall Asset Management, LLC (the “Manager”), entered into an Equity Distribution Agreement (as amended on March 8, 2022, the “Equity Distribution Agreement”) with JMP Securities LLC (the “Sales Agent”), pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150,000,000 (the “Shares”), through the Sales Agent either as agent or principal (the “Common ATM Offering”).
The Shares were initially offered pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-240086), which became effective on August 4, 2020 (the “2020 Registration Statement”). On January 11, 2022, the Company subsequently filed a new registration statement on Form S-3 (the “2022 Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, to replace the prior 2020 Registration Statement. On March 8, 2022, the Company filed a prospectus supplement (the “2022 Prospectus Supplement”) pursuant to Rule 424(b)(3) related to the Shares that remained unsold pursuant to the Common ATM Offering.
On March 21, 2025, the Company filed (i) a new registration statement on Form S-3 (the “Current Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, to replace the prior 2022 Registration Statement and (ii) a prospectus supplement pursuant to Rule 424(b)(3) related to the Shares that remain unsold pursuant to the Common ATM Offering.
This Current Report on Form 8-K (the “Report”) is being filed to provide exhibits to be incorporated by reference into the Current Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
The materials that are being filed as exhibits to this Report are being filed pursuant to Item 601 of Regulation S-K in lieu of filing the otherwise required exhibits to the Current Registration Statement. This Report is incorporated by reference into the Current Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Current Registration Statement as exhibits thereto. By filing this Report, and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of Regulation S-K) in the information set forth in, and incorporated by reference into, the Current Registration Statement.
| Exhibit | Description | |
| 5.1 | Legality Opinion of Alston & Bird LLP | |
| 8.1 | Tax Opinion of Alston & Bird LLP | |
| 23.1 | Consent of Alston & Bird LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Alston & Bird LLP (included in Exhibit 8.1) | |
| 104.1 | 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.
| READY CAPITAL CORPORATION | ||
| Date: March 21, 2025 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |