TMCX SEC filings, in plain English
Everything Trinity Merger Corp. has filed with the SEC that we hold — 40 filings, newest first, 30 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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 vs 2019-08-13trust $358.7M → $360.2M +0%deadline 2019-11-17 → 2019-12-17shares 32.4M → 32.1M -1%trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $358.7M$360.2M
- Combination deadline
- 2019-11-172019-12-17
- Redeemable shares
- 32.4M32.1M
- Sponsor loans outstanding
- not previously extracted$1.0M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we are focusing our search on acquiring an operating company… · unchanged
SpacBrain reads this as $1,455,250 was added to the trust between the two filings.
The clause “148,499 $ 650,629 Prepaid expenses 74,094 47,730 Cash and marketable securities held in Trust Account 360,197,326 — Total Current Assets 360,419,919 698,359 Cash and marketable securities held in Trust Account — 355,633,275 Total Assets $”…
SpacBrain reads this as 30 days later than the previous record.
The clause …“which it has to consummate a Business Combination from November 17, 2019 to December 17, 2019 (the “Extension”). There is no guarantee that the Company’s stockholders will vote to approve the Extension. The Company’s board of”…
SpacBrain reads this as 286,770 shares are no longer redeemable.
The clause “00 shares authorized; 2,368,918 and 1,927,221 issued and outstanding (excluding 32,131,082 and 32,572,779 shares subject to possible redemption) at September 30, 2019 and December 31, 2018, respectively 237 193 Class B common stock,”…
The clause …“of the Company’s initial Business Combination. At September 30, 2019, $1,000,000 was outstanding under the promissory note. Administrative Support Agreement The Company entered into an agreement whereby, commencing on May 14,”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the earlier of the consummation of a Business Combination or November 17,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: BRELF II, 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 lending and management companies. Why it matters: 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.
What changed: PBRELF I, 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 PBRELF I copy; each soliciting entity files the release separately.
What changed: Trinity Merger Corp. filed Supplement No. 1 dated October 31, 2019 to the definitive joint proxy statement/prospectus dated October 18, 2019 for the business combination with the Broadmark lending and management companies. The supplement states it does not modify the joint proxy statement/prospectus except as set out, and that where it differs the supplement applies. Why it matters: Because this is a supplement to an already-mailed definitive joint proxy statement/prospectus, these appointments and the CFO's compensation terms become part of the disclosure stockholders and members are voting on at the November 12 meetings, rather than a post-vote announcement. Every element is contingent on completion: the directors take office on closing and the employment agreement is effective on completion.
What changed: BRELF IV, 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 lending and management companies. Why it matters: 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.
What changed: Filed under Rule 425, this is a Form 8-K reporting under Item 5.02 that upon closing of the business combination under the August 9, 2019 merger agreement, Trinity Sub Inc. — to be renamed Broadmark Realty Capital Inc. — intends to appoint Norma J. Lawrence and David A. Karp as directors serving until the 2020 annual general meeting. Ms. Lawrence, 64, serves on the board of Marcus & Millichap and was a KPMG partner from 1979 to 2012 serving real estate and hospitality clients; she is expected to serve on the Audit and Compensation Committees. Why it matters: 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.
What changed: BRELF II, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, an updated Frequently Asked Questions document dated October 22, 2019 for members of the Broadmark lending and management companies on the business combination with Trinity Merger Corp. under the August 9, 2019 merger agreement. Why it matters: 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.
What changed: BRELF IV, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, an updated Frequently Asked Questions document dated October 22, 2019 for members of the Broadmark lending and management companies on the business combination with Trinity Merger Corp. under the August 9, 2019 merger agreement. Why it matters: 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.
What changed: PBRELF I, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, an updated Frequently Asked Questions document dated October 22, 2019 for members of the Broadmark lending and management companies on the business combination with Trinity Merger Corp. under the August 9, 2019 merger agreement. Why it matters: 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.
What changed: BRELF III, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, an updated Frequently Asked Questions document dated October 22, 2019 for members of the Broadmark lending and management companies on the business combination with Trinity Merger Corp. under the August 9, 2019 merger agreement. Why it matters: 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.
What changed: Trinity Merger Corp. filed preliminary proxy materials for a second, separate special meeting to be held November 15, 2019 at 12:30 PM Eastern at Gibson, Dunn & Crutcher LLP, New York, on two proposals: an Extension Amendment moving the date by which Trinity must consummate a business combination from November 17, 2019 to a date left blank in this preliminary version, and an adjournment proposal. Why it matters: 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.
What changed: BRELF II, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, a joint press release dated October 21, 2019 in which Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) and the Broadmark real estate lending companies set the dates for their respective special meetings on the previously announced business combination among Trinity, its wholly owned subsidiaries, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC and their management companies. Why it matters: 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.
What changed: Filed under Rule 425, this is the same report Trinity Merger Corp. furnished under Item 7.01 of a Form 8-K the same day: on October 21, 2019 Trinity and the Broadmark real estate lending companies issued a joint press release dated October 21, 2019 setting the meeting dates for the previously announced business combination among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC and PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC and their respective management companies. Why it matters: 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.
What changed: BRELF IV, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, a joint press release dated October 21, 2019 in which Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) and the Broadmark real estate lending companies set the dates for their respective special meetings on the previously announced business combination among Trinity, its wholly owned subsidiaries, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC and their management companies. Why it matters: 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.
What changed: Trinity Merger Corp. furnished under Item 7.01 of a Form 8-K that on October 21, 2019 it and the Broadmark real estate lending companies issued a joint press release dated October 21, 2019 setting the meeting dates for the previously announced business combination among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC and PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC and their respective management companies. Why it matters: 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.
What changed: PBRELF I, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, a joint press release dated October 21, 2019 setting the meeting dates for the previously announced business combination among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC and PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC and their respective management companies. Why it matters: 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.
What changed: BRELF III, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, a joint press release dated October 21, 2019 in which Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) and the Broadmark real estate lending companies set the dates for their respective special meetings on the previously announced business combination among Trinity, its wholly owned subsidiaries, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC and their management companies. Why it matters: 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.
What changed: Definitive joint proxy statement/prospectus of Trinity Merger Corp., dated October 18, 2019 and first mailed on or about October 21, 2019, for a special meeting of stockholders at 10:00 a.m. Eastern on November 12, 2019 in New York. Under the Merger Agreement dated August 9, 2019 a three-step merger — the Trinity Merger, the Company Merger and the Management Company Merger — combines Trinity with PBRELF I, BRELF II, BRELF III and BRELF IV and their management companies. Trinity Sub Inc. is renamed Broadmark Realty Capital Inc. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2019-11-17
SpacBrain reads this as the agreement may be terminated from 2019-11-17.
The clause …“closing does not occur prior to November 17, 2019 (which we refer to as the outside date); provided, however, that if Trinity receives approval from the Trinity stockholders prior to November 17, 2019 to amend the amended and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Filed under Rule 425, this is the same report as the Form 8-K filed the same day: on October 15, 2019 its subsidiary Trinity Sub Inc. (CIK 0001784797) filed a second amendment to its Form S-4 registration statement (SEC file no. 333-233214, initially filed August 12, 2019), in connection with the August 9, 2019 definitive merger agreement for a business combination with the Broadmark real estate lending and management companies to create an internally managed mortgage REIT. Why it matters: 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.
What changed: Trinity Merger Corp. furnished under Item 7.01 that on October 15, 2019 its subsidiary Trinity Sub Inc. (CIK 0001784797) filed a second amendment to its Form S-4 registration statement (SEC file no. 333-233214, initially filed August 12, 2019), in connection with the August 9, 2019 definitive merger agreement for a business combination with the Broadmark real estate lending and management companies to create an internally managed mortgage REIT. Why it matters: 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.
What changed: BRELF III, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, the transcript of recorded remarks by Jeff Pyatt (Broadmark CEO) and Steve Haggerty (Trinity Investments, affiliated with the SPAC sponsor) accompanying the October 2019 Broadmark Realty Capital investor presentation, posted on www.netroadshow.com on October 8, 2019; the presentation itself was filed as Exhibit 99.1 to a Trinity Form 8-K on September 30, 2019. Why it matters: 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.
What changed: Trinity Merger Corp. filed under Rule 425, with Trinity Merger Corp. as subject company, the transcript of recorded remarks by Jeff Pyatt (Broadmark CEO) and Steve Haggerty (Trinity Investments, affiliated with the SPAC sponsor) accompanying the October 2019 Broadmark Realty Capital investor presentation, posted on www.netroadshow.com on October 8, 2019; the presentation itself was filed as Exhibit 99.1 to a Trinity Form 8-K on September 30, 2019. Why it matters: 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.
What changed: BRELF II, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, the transcript of recorded remarks by Jeff Pyatt (Broadmark CEO) and Steve Haggerty (Trinity Investments, affiliated with the SPAC sponsor) accompanying the October 2019 Broadmark Realty Capital investor presentation, posted on www.netroadshow.com on October 8, 2019; the presentation itself was filed as Exhibit 99.1 to a Trinity Form 8-K on September 30, 2019. Why it matters: 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.
What changed: BRELF IV, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, the transcript of recorded remarks by Jeff Pyatt (Broadmark CEO) and Steve Haggerty (Trinity Investments, affiliated with the SPAC sponsor) accompanying the October 2019 Broadmark Realty Capital investor presentation, posted on www.netroadshow.com on October 8, 2019; the presentation itself was filed as Exhibit 99.1 to a Trinity Form 8-K on September 30, 2019. Why it matters: 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.
What changed: PBRELF I, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, the transcript of recorded remarks by Jeff Pyatt (Broadmark CEO) and Steve Haggerty (Trinity Investments, affiliated with the SPAC sponsor) accompanying the October 2019 Broadmark Realty Capital investor presentation, posted on www.netroadshow.com on October 8, 2019; the presentation itself was filed as Exhibit 99.1 to a Trinity Form 8-K on September 30, 2019. Why it matters: 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.
What changed: PBRELF I, LLC filed under Rule 425, with Trinity Merger Corp. as subject company, the Q&A between Brad Thomas and Jeffrey Pyatt that appeared in the October 2019 Forbes Real Estate Investor Newsletter on the merger of the Broadmark lending companies with Trinity Merger Corp. to form Broadmark Realty Capital. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.