SCHEDULE 13G/A: Investment Group Discloses 9.8% Stake in Wheeler Real Estate Investment Trust, Citing Ownership Limits

A group of investors, including AY2 Capital LLC and Harrison Wreschner, has disclosed a 9.8% beneficial ownership stake in Wheeler Real Estate Investment Trust, Inc., adhering to the issuer's charter-mandated ownership limits.

Summary

• AY2 Capital LLC, Harrison Wreschner, Never Summer Holdings, LLC, Joseph Cohen, and RRJA LLC (collectively, the "Reporting Persons") have filed an Amendment No. 1 to their Schedule 13G.
• The Reporting Persons collectively beneficially own 142,594 shares of Common Stock in Wheeler Real Estate Investment Trust, Inc.
• This ownership represents 9.8% of the total outstanding Common Stock of the Issuer.
• The 9.8% ownership figure is based on the Reporting Persons' interpretation of the Issuer's Charter and Warrant limitations, collectively referred to as "Ownership Limits."
• These Ownership Limits restrict any person or entity from owning more than 9.8% (in value or number of shares) of the outstanding Common Stock or 9.8% in value of all classes and series of capital stock, unless a waiver is granted by the Issuer's board of directors.
• The 142,594 shares are derived from a calculation based on 1,455,043 shares of the Issuer's Common Stock, which includes 1,312,449 shares outstanding as of December 6, 2024, and an assumed hypothetical conversion/exercise of Warrants, Notes, Series D Preferred Stock, and Series B Preferred Stock held by the Reporting Persons, subject to the Ownership Limits.
• The Reporting Persons hold shared voting power and shared dispositive power over all 142,594 beneficially owned shares.

Sentiment

Score: 5

Explanation: The document is a neutral, factual disclosure of beneficial ownership, providing no explicit positive or negative sentiment regarding the company's performance or prospects.

Positives

• NA This document is a factual disclosure of beneficial ownership and does not contain assessments of positive financial performance or operational achievements.

Negatives

• NA This document is a factual disclosure of beneficial ownership and does not contain assessments of negative financial performance or operational challenges.

Risks

• The Issuer's Charter and Warrants contain "Ownership Limits" that restrict any person or entity from owning more than 9.8% of the outstanding shares of Common Stock or 9.8% in value of all classes and series of capital stock, which could limit the Reporting Persons' ability to increase their stake without a board waiver.
• The beneficial ownership calculation relies on the Reporting Persons' interpretation of these Ownership Limits, which could potentially be subject to different interpretations or future changes.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the Issuer's future performance or strategic outlook.

Management Comments

• "The percentage in Row 11 of this table is based on the Reporting Person's interpretation of the Ownership Limits as applicable to its security holdings in the Issuer."
• "The percentage represents 142,594 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits."
• "This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, which product the Reporting Person has then rounded down to the nearest whole share."
• "This 1,455,043 share figure... includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024... and (ii) an assumed hypothetical conversion and/or exercise... of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Reporting Persons into 142,594 shares of Common Stock."

Industry Context

This filing is a specific disclosure of a significant ownership stake in Wheeler Real Estate Investment Trust, Inc. and does not provide broader industry context or trends. It indicates a notable investment by a group of entities and individuals in a publicly traded REIT.

Comparison to Industry Standards

• NA This document is a beneficial ownership report (Schedule 13G) and does not contain financial results or operational data that would allow for direct comparison to industry benchmarks or specific comparable companies/projects.

Corporate Governance

Related Party Transactions

• Never Summer Holdings, LLC and RRJA LLC are managing members of AY2 Capital LLC, sharing investment and voting power.
• Harrison Wreschner is the managing member of Never Summer Holdings, LLC, exercising investment and voting power.
• Joseph Cohen is the managing member of RRJA LLC, exercising investment and voting power.

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding a significant ownership stake held by a group of investors, which can influence market perception and trading activity.
• Management/Board: The ownership limits outlined in the charter are a key governance mechanism that management and the board must enforce, impacting potential investor activism or control changes.

Next Steps

• NA The document is a regulatory filing disclosing current ownership; it does not outline future actions or milestones for the Issuer or the Reporting Persons beyond the ongoing adherence to ownership limits.

Key Dates

Keywords

Wheeler Real Estate Investment Trust, Schedule 13G, Beneficial Ownership, Common Stock, AY2 Capital LLC, Harrison Wreschner, Never Summer Holdings LLC, Joseph Cohen, RRJA LLC, Ownership Limits, SEC Filing, Real Estate Investment Trust, REIT, Warrants, Convertible Notes, Preferred Stock