Rithm Capital Amends Great Ajax Corp. Stake Filing

TL;DR

Rithm Capital updated its filing on Great Ajax Corp. - watch for potential moves.

AI Summary

Rithm Capital Corp. has filed an amendment (No. 1) to its Schedule 13D, indicating a change in its beneficial ownership of Great Ajax Corp. as of June 28, 2024. The filing details Rithm Capital's holdings and intentions regarding Great Ajax Corp., a real estate investment trust.

Why It Matters

This filing provides updated information on Rithm Capital's investment in Great Ajax Corp., which could signal strategic intentions or changes in control dynamics within the real estate investment trust sector.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions, introducing uncertainty for investors.

Key Players & Entities

• Rithm Capital Corp. (company) — Filing entity and investor
• Great Ajax Corp. (company) — Subject company
• Philip Sivin (person) — Contact person for Rithm Capital

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $5 — an exercise price per Warrant Share of $5.36, representing approximately 12.6% of

Filing Documents

• ef20031866_sc13da.htm (SC 13D/A) — 43KB
• 0001140361-24-031766.txt ( ) — 45KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by the undersigned, pursuant to 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on June 18, 2024 (together with this Amendment No. 1, the "Schedule 13D") with respect to the shares of common stock, par value $0.01 ("Common Stock") of Great Ajax Corp., a Maryland corporation ("Issuer"), whose principal executive offices are located at c/o Rithm Capital Corp., 799 Broadway, New York, New York 10003. Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference in its entirety into this Item 3. Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Warrants On June 26, 2024, the Warrants became exercisable upon the declaration of effectiveness of the resale registration statement on Form S-3 relating to the Warrant Shares by the SEC. Item 5. Interest in Securities of the Issuer.

(a) - (b) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a) - (b) of the Schedule 13D is hereby amended and supplemented as follows: (a), (b) The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of the date hereof, the Reporting Person beneficially owns 6,139,670 shares of Common Stock, including 3,264,926 Warrant Shares that the Reporting Person has the right to acquire upon exercise of the Warrants at an exercise price per Warrant Share of $5.36, representing approximately 12.6% of the outstanding Common Stock. As a result of its beneficial ownership of the 6,139,670 shares of Common Stock, the Reporting Person controls approximately 12.6% of the total voting power of the Issuer's outstanding voting stock. The foregoing beneficial ownership percentage is based on a total of (i) 45,613,049 shares of Common Stock outstanding, as reported in the Issuer's registration statement on Form S-3 filed with the SEC on June 11, 2024, and (ii) 3,264,926 shares of Common Stock issuable upon exercise of the Warrants, which have been added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. Signature After reasonable inquiry and to the undersigned's best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 28, 2024 RITHM CAPITAL CORP. By: /s/ Nicola Santoro, Jr. Name: Nicola Santoro, Jr. Title: Chief Financial Officer and Chief Accounting Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR