| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Fortress Credit Realty Income Trust (Name of Issuer) |
Class B Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTG Pactual NY Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW YORK | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,993,024.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 53.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Banco BTG Pactual S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRAZIL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,993,024.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 53.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTG Pactual Holding S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRAZIL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,993,024.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 53.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTG Pactual G7 Holding S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRAZIL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,993,024.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 53.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Fortress Credit Realty Income Trust | |
| (b) | Address of issuer's principal executive
offices: 1345 Avenue of the Americas, New York, New York 10105 | |
| Item 2. | ||
| (a) | Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") with respect to Class B Common shares of Beneficial Interest, par value $0.01 per share (the "Shares") of Fortress Credit Realty Income Trust (the "Issuer") are:
BTG Pactual NY Corp., a New York corporation ("BTG New York")
Banco BTG Pactual S.A., a Brazilian corporation ("BTG Pactual")
BTG Pactual Holding S.A., a Brazilian corporation ("BTG Pactual Holding")
BTG Pactual G7 Holding S.A., a Brazilian corporation ("BTG G7") | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of the Reporting Persons is:
BTG New York - 601 Lexington Avenue #57, New York, NY 10022
BTG Pactual - Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil
BTG Pactual Holding -- Av. Brigadeiro Faria Lima, 3477, 14th Floor, part, Itaim Bibi, City and State of Sao Paulo, 04538-133, Brazil
BTG G7 - Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil | |
| (c) | Citizenship: See Item 4 of each of the cover pages to this Schedule 13G | |
| (d) | Title of class of securities: Class B Common Shares of Beneficial Interest, par value $0.01 per share | |
| (e) | CUSIP No.: 000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: BTG New York directly holds 4,993,024 Shares. BTG New York is wholly owned by BTG Pactual UK Holdco Limited, which is a subsidiary of BTG Pactual Holding Internacional S.A., which is wholly owned by BTG Pactual. BTG Pactual Holding directly controls BTG Pactual. BTG G7 directly controls BTG Pactual Holding. The ownership percentages are based on approximately 9,401,000 shares outstanding as of December 31, 2024, as disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2025. | |
| (b) | Percent of class: 53.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 4,993,024 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 4,993,024 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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. |
|
|
|
|
|
|
|
|