Form POSASR - Post-effective Amendment to an automatic shelf registration statement

As filed with the Securities and Exchange Commission on May 10, 2024

Registration No. 333-269190

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-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: [phone]

(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: [phone]

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Brent T. Epstein, Esq.

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, CA 90071

Tel: [phone]

 

 

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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

Claros Mortgage Trust, Inc. is filing this Post-Effective Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-3 (Registration No. 333-269190) (the “Registration Statement”) solely for the purpose of amending Exhibit 107, an incorrect version of which was inadvertently filed with the initial filing of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Exhibit 107 and the signature page to the Amendment. The remainder of the Registration Statement, including the prospectus and all other exhibits, is unchanged and has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits

 

Exhibit Number		Description
107		Calculation of Filing Fee Table

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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 Post-Effective Amendment No. 1 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 10, 2024.

 

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 Post-Effective Amendment No. 1 to 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 10, 2024
* J. Michael McGillis		Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)		May 10, 2024
* Derrick D. Cephas		Director		May 10, 2024
* Mary Haggerty		Director		May 10, 2024
* Pamela Liebman		Director		May 10, 2024
* Steven L. Richman		Director		May 10, 2024
* Andrew Silberstein		Director		May 10, 2024
* Vincent Tese		Director		May 10, 2024
* W. Edward Walter III		Director		May 10, 2024

 

*By:		/s/ J.D. Siegel
		J.D. Siegel
		Attorney-in-fact

Exhibit 107

Calculation of Fling Fee Tables

Form S-3

(Form Type)

Claros Mortgage Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid:

Equity

Common Stock, $0.01 par value per share (1)

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Equity

Preferred Stock, $0.01 par value per share (4)

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Debt

Debt Securities

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Other

Depositary Shares

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Other

Warrants

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Other

Purchase Contracts

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Units

Rule 456(b) Rule 457(r)

(2)

(2)

(2)

(3)

(3)

Fees Previously Paid:

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts:

N/A

N/A

Total Fees Previously Paid:

N/A

Total Fee Offsets:

N/A

Net Fee Due:

N/A

 

(1)

Includes shares of common stock of Claros Mortgage Trust, Inc., if any, issuable upon conversion, exchange, exercise or settlement of the preferred stock, debt securities, warrants, purchase contracts or units whose offer and sale are registered by the registration statement to which this exhibit is attached.

(2)

The offer and sale of an unspecified number of the securities of each identified class are being registered for possible issuance as may from time to time be offered at indeterminate prices, including upon conversion, exchange, exercise or settlement of other securities. Separate consideration may or may not be received for securities that are issuable on conversion, exchange or exercise of other securities.

(3)	The payment of all applicable registration fees is being deferred pursuant to Rules 456(b) and 457(r).

(4)

Includes shares of preferred stock of Claros Mortgage Trust, Inc., if any, issuable upon conversion, exchange, exercise or settlement of any other class or series of preferred stock, or of any debt securities, warrants, purchase contracts or units, whose offer and sale are registered by the registration statement to which this exhibit is attached.

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