Ready Capital Corp美股招股说明书(2025-03-24版)

$78,366,304 READY CAPITAL CORPORATION Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of ourcommon stock, $0.0001 par value per share, or our common stock, having an aggregate offering price of up to $78,366,304 pursuant toan equity distribution agreement by and among us, Sutherland Partners, L.P., Waterfall Asset Management, LLC and Citizens JMPSecurities, LLC, as our sales agent. We refer to such agreement herein, as amended, as the Equity Distribution Agreement. We initiallyregistered shares of our common stock having an aggregate offering price of up to $150 million for sale pursuant to the terms of theEquity Distribution Agreement under our registration statement dated August4, 2020 and subsequently registered shares of ourcommon stock having an aggregate offering price of up to $89,118,608 that were unsold under such agreement for sale under ourregistration statement dated January11, 2022. This prospectus supplement relates to the offer and sale from time to time of the sharesthat remain unsold under such agreement. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at the market offerings” as defined in Rule415 under the Securities Act of 1933, as amended, or the Securities Act,including by sales made directly on or through the New York Stock Exchange, or NYSE, or another market for our common stock,sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions, which may include blocktrades, at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the sales agent. We willsubmit orders to the sales agent relating to the sale of shares of our common stock on any given day. Subject to the terms andconditions of the Equity Distribution Agreement, the sales agent will use its commercially reasonable efforts to sell on our behalf all ofthe designated shares. We may instruct the sales agent not to sell any shares if the sales cannot be effected at or above the pricedesignated by us in any such instruction. We also may sell shares of our common stock to our sales agent, as principal for its own account, at a price per share agreedupon at the time of sale. If we sell shares to our sales agent, as principal, we will enter into a separate terms agreement with our salesagent, and we will describe the agreement in a separate prospectus supplement or pricing supplement. We will pay the sales agent a commission of up to 2.0% of the gross sales price per share sold through it as our agent underthe Equity Distribution Agreement. In connection with the sale of shares of our common stock on our behalf, the sales agent may bedeemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agent may be deemedto be an underwriting commission or discount. Our common stock is listed on the NYSE under the symbol “RC.” On March 20, 2025, the last reported sales price for ourcommon stock on the NYSE was $5.08 per share. We elected and qualified to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposescommencing with our taxable year ended December31, 2011. To assist us in qualifying as a REIT, among other purposes,stockholders are generally restricted from owning more than 9.8% in value or in number, whichever is more restrictive, of theoutstanding shares of our common stock, or 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of allclasses and series of our capital stock. In addition, our charter contains various restrictions on the ownership and transfer of our shares.See “Description of Securities — Restrictions on Ownership and Transfer” in the accompanying prospectus. Investing in our common stock involves risks. See “Supplemental Risk Factors” beginning onS-8of this prospectussupplement and “Risk Factors” beginning on page 3 of the accompanying prospectus. You should also read carefully the risk factorsdescribed in our Securities and Exchange Commission filings, including our Annual Report on Form10-K for the fiscal year endedDecember31, 2024, before investing in our common stock. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved ordisapproved of these shares or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. Citizens Capital Markets The date of this prospectus supplement is March 21, 2025. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-6SUPPLEMENTAL RISK FACTORSS-8USE OF PROCEEDSS-10PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-13EXPERTSS-14WHERE YOU CAN FIND MO