UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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EXPLANATORY NOTE
On May 31, 2023, Ready Capital Corporation (“Ready Capital”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the consummation on May 31, 2023 (the “Closing Date”), of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 26, 2023 (the “Merger Agreement”), by and among Ready Capital, RCC Merger Sub, LLC, a wholly owned subsidiary of Ready Capital (“Merger Sub”), and Broadmark Realty Capital Inc. (“Broadmark”). Pursuant to the Merger Agreement, on the Closing Date, Broadmark merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). This Current Report on Form 8-K/A is being filed to amend the Form 8-K filed by Ready Capital with the SEC on May 31, 2023, to provide the financial statements and pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The required audited consolidated financial statements of Broadmark as of December 31, 2022 and December 31, 2021 and for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020 and the required unaudited consolidated financial statements of Broadmark as of March 31, 2023 and for the three months then ended are filed as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The required unaudited pro forma condensed combined financial information with respect to the Merger is filed as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
* Filed herewith
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| READY CAPITAL CORPORATION | |||||
| Date: August 16, 2023 | By: | /s/ Andrew Ahlborn | |||
| Name: | Andrew Ahlborn | ||||
| Title: | Chief Financial Officer | ||||