Item 7.01. Regulation FD Disclosure.
On the Meeting Date, the Company and Broadmark issued a joint press release announcing the voting results of their respective meetings of security
holders relating to the previously announced business combination by and among the Company, Broadmark Realty, the Trinity Parties and Broadmark. The joint press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Additional Information
In connection with the proposed transaction, a registration statement on Form S-4 (the “Registration Statement”) of Trinity Sub Inc.,
a Maryland corporation which changed its name to Broadmark Realty Capital Inc. in preparation for closing of the transaction (“Broadmark Realty”), was declared effective on October 18, 2019 by the Securities and Exchange Commission (“SEC”), which
includes a definitive joint proxy statement/prospectus. The Company mailed the definitive joint proxy statement/prospectus on October 21, 2019 to the Company’s stockholders of record and warrant holders of record as of October 15, 2019, and
Broadmark mailed the definitive joint proxy statement/prospectus on October 21, 2019 to its members of record as of October 11, 2019. Investors and security holders of the Company and Broadmark are advised to read the Registration Statement and the
definitive joint proxy statement/prospectus contained therein and any documents filed in connection therewith, in connection with the Company’s solicitation of proxies for its special meetings of stockholders and warrant holders and Broadmark’s
solicitation of proxies for its special meeting of members of each of PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC, in each case held to approve the proposed transaction because the definitive joint proxy statement/prospectus
contains important information about the proposed transaction and the parties to the proposed transaction. Stockholders and warrant holders will also be able to obtain copies of the Registration Statement and definitive joint proxy
statement/prospectus, without charge at the SEC’s website at www.sec.gov or by directing a request to: Trinity Merger Corp., 55 Merchant Street, Suite 1500, Honolulu, HI 96813. Broadmark members will also be able to obtain copies of the Registration
Statement and definitive joint proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by request to Pyatt Broadmark Management, LLC, 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101, Attn: Adam Fountain.
Participants in the Solicitation
The Company, Broadmark Realty and Broadmark and their respective directors, executive officers, other members of management,
employees and others acting on their behalf, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders and warrant holders and Broadmark’s members in connection with the proposed transaction.
Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of the Company’s directors and officers in the Company’s filings with the SEC, including the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 15, 2019 and in the Registration Statement on Form S-4. Investors and security holders may obtain more detailed information regarding the names and
interests in the proposed transaction of Broadmark’s directors and managers in the Registration Statement on Form S-4.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,”
“continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding the Company’s industry, future events, the proposed transaction among the Company,
Broadmark Realty, the Trinity Parties and Broadmark, the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the
proposed transaction, future opportunities for the combined company, and other statements that are not historical facts.
These statements are based on the current expectations of each of the Company’s and Broadmark’s management and are not predictions of
actual performance. These statements are subject to a number of risks and uncertainties regarding the Company’s and Broadmark’s respective businesses and the transaction, and actual results may differ materially. These risks and uncertainties
include, but are not limited to, changes in the business environments in which the Company and Broadmark operate, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industries in
which the Company and Broadmark operate; the ability to retain Broadmark’s customers and financing sources following any business combination; changes in taxes, governmental laws, and regulations, or other industry standards affecting the Company or
Broadmark; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of the Company’s or Broadmark’s management teams; the inability of the parties to successfully or timely consummate the
proposed transaction; the level of redemptions by the Company’s and/ or Broadmark’s investors in connection with the proposed transaction; failure to complete the previously disclosed contemplated PIPE financing expected to be completed in connection
with the business combination; failure of Broadmark Realty to qualify as a REIT; failure of Broadmark Realty to obtain approval to list its common stock on the NYSE or maintain its listing on the Nasdaq Capital Market; failure to realize the
anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the businesses of the Company and Broadmark; uncertainty as to the long-term value of Broadmark Realty’s
common stock; and those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Risk Factors”, as updated from time to time by the Company’s Quarterly Reports on Form 10-Q and other documents of
the Company on file with the SEC or in the joint proxy statement/prospectus relating to the proposed business combination. There may be additional risks that the Company and Broadmark presently do not know or that the Company and Broadmark currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide the Company’s and Broadmark’s expectations, plans or forecasts of future
events and views as of the date of this communication. The Company and Broadmark anticipate that subsequent events and developments will cause such parties’ assessments to change. However, while the Company and Broadmark may elect to update these
forward-looking statements at some point in the future, both the Company and Broadmark specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s and Broadmark’s
assessments as of any date subsequent to the date of this communication.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company’s and Broadmark’s
overall business, including those more fully described in the Company’s and Broadmark Realty’s filings with the SEC, including, without limitation, the joint proxy statement/prospectus, as may be amended from time to time. Forward-looking statements
are not guarantees of performance, and speak only as of the date made, and none of the Company or its management or Broadmark or its management undertakes any obligation to update or revise any forward-looking statements except as required by law.