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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ACRES Commercial Realty Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Jaclyn Jesberger ACRES Commercial Realty Corp., 390 RXR Plaza Uniondale, NY, 11556 (516) 535-0015 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Martin Reasoner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,535,506.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
ACRES Commercial Realty Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
390 RXR Plaza, Uniondale,
NEW YORK
, 11556. |
| Item 2. | Identity and Background |
| (a) | Martin Reasoner |
| (b) | 390 RXR Plaza, Uniondale, New York, 11556 |
| (c) | ACRES Commercial Realty Corp. - Managing Director - Originations |
| (d) | Not applicable |
| (e) | Not applicable |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
On April 29, 2026, ACRES Commercial Realty Corp. (the "Company") and ACRES Holdings Sub LLC ("Merger Sub"), a subsidiary of the Company, on the one hand, and ACRES Capital Corp ("ACC") and ACRES Capital, LLC, a subsidiary of ACC and the external manager of the Company (the "Manager"), on the other hand, entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which ACC will be merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company (the "Merger"). The Merger was completed pursuant to the terms of the Merger Agreement on August 6, 2026 (the "Effective Time"). At the Effective Time, each outstanding share of common stock, $0.0001 par value per share, of ACC ("ACC Common Stock") was converted into 2.61882 shares of common stock, $0.001 par value per share, of the Company (the "ACR Common Stock"). As a result of the reporting person's ownership of the Manager, Mr. Reasoner received an aggregate of 1,517,095 shares of ACR Common Stock in connection with the Merger. | |
| Item 4. | Purpose of Transaction |
(a) See Item 3 for a discussion of the Merger.
(b) See Item 3 for a discussion of the Merger.
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
(i) Not applicable
(j) Not applicable | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Martin Reasoner Amount beneficially owned: 1,535,506 Percentage: 11.41% The calculation of the foregoing percentage is based on 13,452,489 shares of Common Stock outstanding, as reported in the periodic report on Form 8-K of ACRES Commercial Realty Corp. as filed with the Securities and Exchange Commission on August 6, 2026. |
| (b) | Martin Reasoner Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 1,535,506
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the disposition of: 1,535,506
iv. Shared power to dispose or to direct the disposition of: 0 |
| (c) | Not applicable |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1 - Agreement and Plan of Merger, dated April 29, 2026, by and among ACRES Commercial Realty Corp. ACRES Holdings Sub LLC, ACRES Capital Corp and ACRES Capital, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-32733) filed with the SEC on April 30, 2026). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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