Trinity Merger Corp.

Finance leadership and two independent board seats of the surviving company are settled and disclosed before the November 12 votes, with every appointment conditioned on closing rather than effective now. This is the BRELF III copy; each soliciting entity files the release separately.

The surviving company's finance leadership and independent board seats are settled and disclosed before the November 12 votes, with every appointment conditioned on closing. The release puts the incoming CFO's terms on the record — $350,000 base, $250,000 target bonus, $150,000 signing bonus and $600,000 of RSUs — and names the lead independent director. This is the BRELF IV, LLC copy; each soliciting entity files the release separately.

The surviving company's finance leadership and independent board seats are settled and disclosed before the November 12 votes, with every appointment conditioned on closing. The release puts the incoming CFO's terms on the record — $350,000 base, $250,000 target bonus, $150,000 signing bonus and $600,000 of RSUs — and names the lead independent director. This is the BRELF II, LLC copy; each soliciting entity files the release separately.

Board and management composition of the surviving company is being fixed before the November 12 votes, which is the point at which these appointments become effective — they are contingent on closing, not made now. The disclosure names the lead independent director and the audit committee makeup, and puts the incoming CFO's pay on the record: $350,000 base, $250,000 target bonus, $150,000 signing bonus and $600,000 of RSUs, all effective only on completion.

This version supersedes the August 30 FAQ on the two things that had been open: the S-4 is effective as of October 18 and the votes are scheduled for November 12. The answer on the extension proxy is the useful one — it states in the parties' own words that the December extension is a precaution against process delay rather than a signal of a problem, and that it will be used only if needed. November 17, 2019 remains the charter Termination Date; the December date is a proposal in a separate proxy that had not been voted on.

This version supersedes the August 30 FAQ on the two things that had been open: the S-4 is effective as of October 18 and the votes are scheduled for November 12. The answer on the extension proxy is the useful one — it states in the parties' own words that the December extension is a precaution against process delay rather than a signal of a problem, and that it will be used only if needed. November 17, 2019 remains the charter Termination Date; the December date is a proposal in a separate proxy that had not been voted on.

This version supersedes the August 30 FAQ on the two things that had been open: the S-4 is effective as of October 18 and the votes are scheduled for November 12. The answer on the extension proxy is the useful one — it states in the parties' own words that the December extension is a precaution against process delay rather than a signal of a problem, and that it will be used only if needed. November 17, 2019 remains the charter Termination Date; the December date is a proposal in a separate proxy that had not been voted on.

This version supersedes the August 30 FAQ on the two things that had been open: the S-4 is effective as of October 18 and the votes are scheduled for November 12. The answer on the extension proxy is the useful one — it states in the parties' own words that the December extension is a precaution against process delay rather than a signal of a problem, and that it will be used only if needed. November 17, 2019 remains the charter Termination Date; the December date is a proposal in a separate proxy that had not been voted on.

This is a standby extension, not a deadline change: Trinity states it will hold the meeting and file the amendment only if it concludes it cannot close by November 17, so the Extended Date is contingent on the primary path failing — and in this preliminary version that date is still blank. The redemption right here is narrower than in some extension proxies: it is available to holders who vote FOR or AGAINST, so abstaining forfeits it.

The effectiveness of the S-4 fixes the calendar that every prior filing described as pending: record dates October 15 and October 11, mailing on October 21, and six separate meetings on one day. The warrant holders vote thirty minutes before the stockholders, so the warrant-amendment condition is settled first. Closing 'shortly thereafter' remains conditioned on the other conditions, including the minimum-cash test that depends on redemptions. This is the Form 8-K of a pair also filed the same day under Rule 425.

The S-4 is now effective, which is the step every earlier filing in this deal described as pending, and it fixes the whole calendar: record dates of October 15 (Trinity) and October 11 (Broadmark), mailing on or about October 21, and six separate meetings on November 12 — one for Trinity stockholders, one for Trinity public warrant holders, and one for each of the four Broadmark companies. The warrant holders vote in their own meeting on the warrant amendment, thirty minutes before the stockholders vote, so the warrant-consent condition is resolved first on the day.

The effectiveness of the S-4 fixes the calendar that every prior filing described as pending: record dates October 15 and October 11, mailing on October 21, and six separate meetings on one day. The warrant holders vote thirty minutes before the stockholders, so the warrant-amendment condition is settled first. Closing 'shortly thereafter' remains conditioned on the other conditions, including the minimum-cash test that depends on redemptions. This is the PBRELF I copy of a release each soliciting entity filed separately.

The effectiveness of the S-4 fixes the calendar that every prior filing described as pending: record dates October 15 and October 11, mailing on October 21, and six separate meetings on one day. The warrant holders vote thirty minutes before the stockholders, so the warrant-amendment condition is settled first. Closing 'shortly thereafter' remains conditioned on the other conditions, including the minimum-cash test that depends on redemptions. The 425 duplicate is required because the report concerns a transaction in which Trinity Sub Inc. is registering securities.

The S-4 is now effective, which is the step every earlier filing in this deal described as pending, and it fixes the whole calendar: record dates of October 15 (Trinity) and October 11 (Broadmark), mailing on or about October 21, and six separate meetings on November 12 — one for Trinity stockholders, one for Trinity public warrant holders, and one for each of the four Broadmark companies. The warrant holders vote in their own meeting on the warrant amendment, thirty minutes before the stockholders vote, so the warrant-consent condition is resolved first on the day.

The S-4 is now effective, which is the step every earlier filing in this deal described as pending, and it fixes the whole calendar: record dates of October 15 (Trinity) and October 11 (Broadmark), mailing on or about October 21, and six separate meetings on November 12 — one for Trinity stockholders, one for Trinity public warrant holders, and one for each of the four Broadmark companies. The warrant holders vote in their own meeting on the warrant amendment, thirty minutes before the stockholders vote, so the warrant-consent condition is resolved first on the day.

Each Trinity share converts into one share of Broadmark Realty common stock, so the SPAC side is a straight one-for-one exchange rather than a ratio. Trinity is separately asking its public warrant holders to approve an amendment to the warrants, which is a second consent the deal needs and which holders vote on at their own meeting. Trinity stockholders get no appraisal or objecting-stockholder rights, while members of the Companies may dissent and claim the fair value of their units if they comply with the Washington Limited Liability Company Act.

The registration statement was on its second amendment and still preliminary as of October 15, 2019, so the sequence that gates every meeting — effectiveness, then a record date, then mailing, then the votes — had not started. The report adds a pointer rather than a document, so what the amendment changed is not stated here. This is the Form 8-K of a pair also filed the same day under Rule 425.

The registration statement was on its second amendment and still preliminary as of October 15, 2019, so the sequence that gates every meeting — effectiveness, then a record date, then mailing, then the votes — had not started. The report adds a pointer rather than a document, so what the amendment changed is not stated here. The 425 duplicate is required because the report concerns a transaction in which Trinity Sub Inc. is registering securities.

This is the most quantified statement of the deal's gating conditions in the Trinity record: the redemption threshold is expressed directly — roughly two-thirds of Trinity shareholders must stay in for the $100 million minimum-cash condition to be met — so the transaction turns on redemption behaviour, not only on the vote.

This is the most quantified statement of the deal's gating conditions in the Trinity record: the redemption threshold is expressed directly — roughly two-thirds of Trinity shareholders must stay in for the $100 million minimum-cash condition to be met — so the transaction turns on redemption behaviour, not only on the vote.

This is the most quantified statement of the deal's gating conditions in the Trinity record: the redemption threshold is expressed directly — roughly two-thirds of Trinity shareholders must stay in for the $100 million minimum-cash condition to be met — so the transaction turns on redemption behaviour, not only on the vote.

This is the most quantified statement of the deal's gating conditions in the Trinity record: the redemption threshold is expressed directly — roughly two-thirds of Trinity shareholders must stay in for the $100 million minimum-cash condition to be met — so the transaction turns on redemption behaviour, not only on the vote.

This is the most quantified statement of the deal's gating conditions in the Trinity record: the redemption threshold is expressed directly — roughly two-thirds of Trinity shareholders must stay in for the $100 million minimum-cash condition to be met — so the transaction turns on redemption behaviour, not only on the vote.

This is the copy filed by PBRELF I, LLC; the same Q&A was filed under Rule 425 on October 3, 2019 by each of the four Broadmark lending entities and by Trinity itself, one filing per soliciting party. The substance puts a number on the warrant amendment the other Trinity filings describe only in words: 41.7 million public warrants exercising into 10.4 million shares means each converts to about a quarter of a share at an unchanged $11.50 strike, while the private warrants stay one-for-one.

What changed: Trinity Merger Corp. reported under Item 5.07 the results of Trinity Merger Corp.'s two special meetings held November 12, 2019. At the stockholders meeting, 35,190,669 of the 43,125,000 outstanding shares (81.60%) voted. Proposal 1, adopting the August 9, 2019 merger agreement and the issuance of Broadmark Realty common stock, passed with 29,198,837 for, 2,609,942 against and 3,381,890 abstaining, receiving the required majority of shares outstanding. Why it matters: Both approval gates the deal was built around are now cleared, and the warrant gate cleared with almost nothing against: 29,882,467 of 29,889,353 warrants voted in favour, against a 65% outstanding threshold that had been described as a real risk. The warrant amendment is now approved in the exact terms the subscription agreement amendment and the October investor materials described — a cut to one-quarter of a share per warrant bought with $1.60 per warrant in cash — so on completion the public warrants' claim on the equity falls by three quarters while the cash payment becomes an obligation.

What changed: Filed under Rule 425, this is the same report Trinity Merger Corp. filed the same day on Form 8-K, disclosing under Item 5.07 the results of Trinity Merger Corp.'s two special meetings held November 12, 2019. At the stockholders meeting, 35,190,669 of the 43,125,000 outstanding shares (81.60%) voted. Proposal 1, adopting the August 9, 2019 merger agreement and the issuance of Broadmark Realty common stock, passed with 29,198,837 for, 2,609,942 against and 3,381,890 abstaining, receiving the required majority of shares outstanding. Why it matters: Both approval gates the deal was built around are now cleared, and the warrant gate cleared with almost nothing against: 29,882,467 of 29,889,353 warrants voted in favour, against a 65% outstanding threshold that had been described as a real risk. The warrant amendment is now approved in the exact terms the subscription agreement amendment and the October investor materials described — a cut to one-quarter of a share per warrant bought with $1.60 per warrant in cash — so on completion the public warrants' claim on the equity falls by three quarters while the cash payment becomes an obligation.

What changed: Trinity Merger Corp. filed its Form 10-Q for the quarter ended September 30, 2019. Cash and marketable securities held in trust were $360,197,326, against $355,633,275 at December 31, 2018; operating cash fell to $148,499 from $650,629. Liabilities rose to $20,026,986 from $15,691,835: accounts payable and accrued expenses jumped to $3,496,840 from $130,814, a $1,000,000 related-party promissory note appeared where there was none, and the deferred underwriting fee payable was unchanged at $15,525,000. Why it matters: Deal costs are visible in the accounts: third-quarter operating costs of $3,129,871 against $223,597 a year earlier, accounts payable up more than twenty-six fold to $3,496,840, and a new $1,000,000 sponsor note, all while operating cash fell to $148,499 — the company was running the transaction on credit rather than cash. Trust per share sits at roughly $10.44 ($360,197,326 over 34,500,000 Class A shares), consistent with the approximately $10.45 redemption price in the extension proxy. The $15,525,000 deferred underwriting fee is a claim that becomes payable only on a closing.

What changed: Trinity Merger Corp. filed the definitive proxy statement for the standby extension special meeting on November 15, 2019 at 12:30 PM Eastern at Gibson, Dunn & Crutcher LLP, New York. The Extended Date left blank in the October 22 preliminary version is now filled in: the Extension Amendment would move the date by which Trinity must consummate a business combination from November 17, 2019 to December 17, 2019. The second proposal remains an adjournment proposal. Why it matters: The extension being voted on is one month, from November 17 to December 17, 2019 — a buffer sized to process risk rather than to a new search. It is still a standby: this meeting sits three days after the November 12 business combination and warrant holder meetings, so it only matters if the combination has not closed by then. Filling in December 17 is the substantive change from the preliminary version, which asked stockholders to approve a blank date.

What changed: BRELF III, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, a press release dated October 31, 2019 announcing that David Schneider will join Broadmark Realty Capital Inc. as Executive Vice President and Chief Financial Officer effective December 9, 2019, and that David A. Karp and Norma J. Lawrence will be appointed as additional independent directors on the closing of the business combination between Trinity Merger Corp. and the Broadmark real estate lending companies. Why it matters: Finance leadership and two independent board seats of the surviving company are settled and disclosed before the November 12 votes, with every appointment conditioned on closing rather than effective now. This is the BRELF III copy; each soliciting entity files the release separately.