Claros Mortgage Trust, Inc S-3/A, filed May 9, 2025
Claros Mortgage Trust, Inc. (CMTG)
As filed with the Securities and Exchange Commission on May 9, 2025
Registration No. 333-285101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No.1
To
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Claros Mortgage Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 47-4074900 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
c/o Mack Real Estate Credit Strategies, L.P.
60 Columbus Circle, 20th Floor, New York, NY 10023
Tel: (212) 484-0050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
J.D. Siegel, Esq.
General Counsel
c/o Mack Real Estate Credit Strategies, L.P.
60 Columbus Circle, 20th Floor, New York, NY 10023
Tel: (212) 484-0050
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brent T. Epstein, Esq.
Latham & Watkins LLP
10250 Constellation Blvd. Suite 1100
Los Angeles, CA 90067
Tel: (213) 485-1234
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 the Securities Act. ☐
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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-285101) (the “Registration Statement”) of Claros Mortgage Trust, Inc., a Maryland corporation, is being filed as an exhibits only filing to file an updated Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits |
| * | To be filed by amendment or incorporated by reference in connection with the offering of the securities. |
| + | Previously filed. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on May 9, 2025.
| CLAROS MORTGAGE TRUST, INC. | ||
| By: | /s/ J.D. Siegel | |
| J.D. Siegel | ||
| Executive Vice President, General Counsel & Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendmentto the Registration Statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||
| * Richard J. Mack |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
May 9, 2025 | ||
| * J. Michael McGillis |
Chief Financial Officer, President and Director (Principal Financial and Accounting Officer) |
May 9, 2025 | ||
| * Derrick D. Cephas |
Director | May 9, 2025 | ||
| * Mary Haggerty |
Director | May 9, 2025 | ||
| * Pamela Liebman |
Director | May 9, 2025 | ||
| * Steven L. Richman |
Director | May 9, 2025 | ||
| * Andrew Silberstein |
Director | May 9, 2025 | ||
| * Vincent Tese |
Director | May 9, 2025 | ||
| * W. Edward Walter III |
Director | May 9, 2025 | ||
| *By: | /s/ J.D. Siegel | |
| J.D. Siegel Attorney-in-fact |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Claros Mortgage Trust, Inc. of our report dated February 19, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Claros Mortgage Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, NY
May 9, 2025