---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-256629"
form_type: "8-K"
ticker: "TPTA"
cik: "0001674356"
company_name: "Terra Property Trust, Inc."
filed_at: "2022-10-03T23:59:59+00:00"
generated_at: "2026-06-23T05:59:52.732683+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Terra Property Trust completes merger with Terra Income Fund 6, issues ~4.8M Class B shares

## Summary
- Each Terra BDC share converted into 0.595 Class B shares plus cash for fractional shares.
- ~4.83M Class B shares issued to former Terra BDC holders, representing ~19.9% of combined common equity.
- Board expanded by three: Spencer Goldenberg, Adrienne Everett, Gaurav Misra appointed. Officers unchanged.
- Merger sub assumed $38.385M 7.00% Notes due 2026 and $25M credit facility due July 1, 2023.
- Charter amended: authorized shares increased to 950M; Class B automatically converts to Class A upon listing.

## SEC filing metadata
- accession: 0001193125-22-256629
- form_type: 8-K
- ticker: TPTA
- cik: 0001674356
- company_name: Terra Property Trust, Inc.
- filed_at: 2022-10-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 2.01, 3.03, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1674356/000119312522256629/0001193125-22-256629-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1674356/000119312522256629/d404297d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-256629
- JSON: https://secwatch.observer/filing/0001193125-22-256629.json
- Plain text: https://secwatch.observer/filing/0001193125-22-256629.txt

## Key facts
- Executive change
  Gaurav Misra was appointed as Director at Terra Property Trust, Inc..
  - Action: appointed
  - Role: Director
  source text: As of the Effective Time and in accordance with the Merger Agreement, the Board increased the size of the Board by three members and elected each of Spencer Goldenberg, Adrienne Everett and Gaurav Misra (collectively, the “Terra BDC Designees”) to the Board to fill the vacancies on the Board created by such increase
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674356/000119312522256629/0001193125-22-256629-index.htm
- Executive change
  Adrienne Everett was appointed as Director at Terra Property Trust, Inc..
  - Action: appointed
  - Role: Director
  source text: As of the Effective Time and in accordance with the Merger Agreement, the Board increased the size of the Board by three members and elected each of Spencer Goldenberg, Adrienne Everett and Gaurav Misra (collectively, the “Terra BDC Designees”) to the Board to fill the vacancies on the Board created by such increase
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674356/000119312522256629/0001193125-22-256629-index.htm
- Executive change
  Spencer Goldenberg was appointed as Director at Terra Property Trust, Inc..
  - Action: appointed
  - Role: Director
  source text: As of the Effective Time and in accordance with the Merger Agreement, the Board increased the size of the Board by three members and elected each of Spencer Goldenberg, Adrienne Everett and Gaurav Misra (collectively, the “Terra BDC Designees”) to the Board to fill the vacancies on the Board created by such increase
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674356/000119312522256629/0001193125-22-256629-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.