As filed with the Securities and Exchange Commission on September 19 , 2019

Registration No. 333- 233214

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TRINITY SUB INC.
(Exact name of registrant as specified in its charter)

Maryland	6798	84-2620891
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

55 Merchant Street, Suite 1500, Honolulu, Hawaii 96813, (808) 529-0909

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Glenn R. Pollner
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000 C. Brendan Johnson
Andrew S. Rodman
Bryan Cave Leighton Paisner LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 541-2000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	☒	Smaller reporting company	o
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount of Securities to be Registered		Proposed maximum offering price per unit			Proposed maximum aggregate offering price			Amount of Registration Fee(1)
Common stock, par value $0.001 per share(2)		34,500,000	$	10.36	(3)	$	357,420,000.00	(4)	$	43,319.30
Common stock, par value $0.001 per share(5)		4,823,640		—		$	13,982.61	(6)	$	1.69
Common stock, par value $0.001 per share(7)		101,688,246		—		$	1,063,040,040	(8)	$	128,840.45
Warrants to purchase common stock(9)		34,500,000		—			—			—
Common stock underlying warrants(10)		8,625,000	$	2.875	(11)	$	24,796,875	(11)	$	3,005.38
Warrants to purchase common stock(12)		5,186,676		—			—			—
Common stock underlying warrants(13)		5,186,676	$	11.50	(11)	$	59,650,500	(11)	$	7,229.64
Total	$	194,510,238				$	1,504,921,397.61		$	182,396.47	(14)

Footnotes on next page.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

(1) Calculated in accordance with Section 6(b) of the Securities Act by multiplying the applicable proposed maximum aggregate offering price of securities to be registered by 0.0001212.

(2) Relates to common stock, $0.001 par value per share, of the registrant (referred to herein as the “Broadmark Realty common stock”) to be issued to the stockholders of shares of Trinity Merger Corp. (referred to herein as “Trinity”) Class A common stock, par value $0.0001 per share (referred to herein as the “Trinity Class A common stock”), based on the estimate that 34,500,000 shares of the Trinity Class A common stock will be outstanding and held by such stockholders immediately prior to the business combination to which this registration statement on Form S-4 relates, or the “Business Combination.”

(3) Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price is equal to the average high and low prices of Trinity Class A common stock reported in the Nasdaq Capital Market as of August 9, 2019.

(4) Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying (a) $10.36, which represents the average high and low prices of Trinity Class A common stock reported in the Nasdaq Capital Market as of August 9, 2019, by (b) 34,500,000, based on the estimate that such number of shares of Trinity Class A common stock will be outsanding and held by then public stockholders of Trinity immediately prior to the Business Combination.

(5) Relates to Broadmark Realty common stock to be issued to HN Investors LLC, a Delaware limited liability company and sponsor of Trinity, referred to herein as the “Trinity Sponsor,” as the stockholder of Trinity’s Class B common stock, par value $0.0001 per share (referred to herein as the “Trinity Class B common stock” and, together with the Trinity Class A common stock, the “Trinity common stock”), based on the estimate that 4,823,640 shares of the Trinity Class B common stock will be outstanding and held by the Trinity Sponsor immediately prior to the Business Combination.

(6) Pursuant to Rule 457(f)(2) under the Securities Act and solely for the purpose of calculating the registration fee, the propose maximum aggregate offering price is equal to the product obtained by multiplying (a) $0.0029, which is the book value of Trinity Class B common stock as of March 31, 2019, by (b) 4,823,640, based on the estimate that such number of shares of Trinity Class B common stock will be outstanding and held by the Trinity Sponsor immediately prior to the Business Combination.

(7) Relates to the Broadmark Realty common stock to be issued to the members of the Company Group entities in exchange for their membership interests in each of the Company Group entities, based on an estimate that 101,688,246 membership interests of the Company Group will be outstanding immediately prior to the Business Combination.

(8) Pursuant to Rule 457(f)(2) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the aggregate book value of the securities of the Company Group entities as of August 1, 2019.

(9) Reflects 34,500,000 warrants to purchase 8,625,000 shares of Broadmark Realty common stock, referred to herein as the “Broadmark Realty warrants,” issuable upon exercise of the Broadmark Realty warrants. Represents shares issuable upon exercise of public warrants, referred to herein as the “Trinity public warrants,” issued in connection with Trinity’s initial public offering on May 17, 2018 which, as amended, will become warrants to purchase common stock of the registrant.

(10) Reflects 8,625,000 shares of Broadmark Realty common stock underlying 34,500,000 Broadmark Realty warrants, as contemplated to be amended.

(11) The maximum number of Broadmark Realty warrants and shares of Broadmark Realty common stock issuable upon exercise of the Broadmark Realty warrants, as contemplated to be amended are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Broadmark Realty warrants has been allocated to the shares of underlying Broadmark Realty common stock. Pursuant to Rule 457(g)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the Broadmark Realty common stock underlying the Broadmark Realty warrants is calculated based on the $2.875 exercise price of the Broadmark Realty warrants.

(12) Reflects warrants to purchase 5,186,676 shares of Broadmark Realty common stock, referred to herein as the “Broadmark Realty warrants,” issuable upon exercise of the Broadmark Realty warrants. Represents shares issuable upon exercise of warrants issued in connection with Trinity’s private placement to the Trinity Sponsor which, as amended, will become warrants to purchase common stock of the registrant.

(13) Reflects 5,186,676 shares of Broadmark Realty common stock underlying 5,186,676 Broadmark Realty warrants.

(14) The Registrant previously paid $227,477.19 in filing fees in connection with the initial filing of this Registration Statement.

Information contained herein is subject to completion and amendment. A registration statement relating to the securities described herein has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Preliminary Joint Proxy Statement/Prospectus Subject to Completion, dated September 19 , 2019

TRINITY SUB INC.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

JOINT PROXY STATEMENT FOR SPECIAL MEETING S OF STOCKHOLDERS AND WARRANT HOLDERS
OF TRINITY MERGER CORP.
AND MEMBERS OF PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC AND BRELF IV, LLC
PROSPECTUS FOR SHARES OF TRINITY SUB INC. COMMON STOCK AND WARRANTS TO PURCHASE SHARES OF TRINITY SUB INC. COMMON STOCK.

Dear Stockholders and warrant holders of Trinity Merger Corp. and Members of PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC:

On August 9, 2019, the board of directors of Trinity Merger Corp., a Delaware corporation, referred to herein as “Trinity,” unanimously approved the merger agreement, referred to herein as the “Merger Agreement,” by and among Trinity, Trinity Sub Inc., the Trinity Parties and the Company Group.

Under the terms and subject to the conditions of the Merger Agreement and the other related agreements:

• in accordance with the General Corporation Law of the State of Delaware, or the “DGCL,” Merger Sub I will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to herein as the “Trinity Merger”;

• immediately following the Trinity Merger, in accordance with the Delaware Limited Liability Company Act, or the “DLLCA,” and the Washington Limited Liability Company Act, or the “WLLCA,” each of the Companies will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of such merger, referred to herein as the “Company Merger”;

• immediately following the Company Merger, in accordance with the DGCL and the WLLCA, each of the Management Companies will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to herein as the “Management Company Merger” and, together with the Trinity Merger and the Company Merger, the “Mergers”;

• in the Trinity Merger, (1) each share of common stock of Trinity issued and outstanding immediately prior to the effective time of the Trinity Merger, referred to herein as the “Trinity Effective Time,” will be converted into the right to receive one share of common stock of Broadmark Realty, and (2) each Trinity warrant outstanding immediately prior to the Trinity Effective Time will be modified to provide that such warrant will entitle the holder thereof to acquire shares of Broadmark Realty common stock, or the “Broadmark Realty common stock,” in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL; and

• in the Company Merger, (1) each preferred unit of the Companies issued and outstanding immediately prior to the effective time of the Company Merger, referred to herein as the “Company Effective Time,” will be converted into the right to receive the Company Preferred Merger Consideration Per Unit, and (2) each common unit of the Companies issued and outstanding immediately prior to the Company Effective Time will be converted into the right to receive the Company Common Merger Consideration Per Unit, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DLLCA and the WLLCA.

Trinity is also seeking approval from the holders of its outstanding public warrants, to amend certain provisions of its outstanding warrants, as further described in this joint proxy statement/prospectus.

Concurrently with the Mergers, Trinity Sub Inc. will be renamed Broadmark Realty Capital Inc., referred to herein as “Broadmark Realty.” Broadmark Realty intends to apply for listing of its common stock, par value $0.001 per share, or the “common stock,” on the New York Stock Exchange, or the “NYSE,” under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS.” Trinity’s Class A common stock and warrants are currently traded on the Nasdaq Capital Market, or “Nasdaq,” under the symbols “TMCX” and “TMCXW,” respectively.

The business combination will not entitle Trinity stockholders to appraisal’s rights or rights of objecting stockholders. Members of the Companies have the right to dissent to the business combination and are entitled to the fair value of their units. In order for members of the Companies to assert dissenters’ rights, members must comply with the requirements of the WLLCA.

For a discussion of certain factors that Trinity securityholders and the Company Group members should consider in connection with the offer, please read the section of this document entitled “Risk Factors” beginning on page 24.

You are encouraged to read this entire document carefully, including the annexes and information referred to or incorporated by reference in this document.

Neither Broadmark Realty, Trinity nor any of the Company Group entities has authorized any person to provide any information or to make any representation in connection with the offer other than the information contained or incorporated by reference in this document, and if any person provides any information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Broadmark Realty, Trinity or the Company Group.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR THE “SEC,” NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE PROPOSED BUSINESS COMBINATION NOR HAVE THEY PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of the accompanying joint proxy statement/prospectus is          , 2019 and is first being mailed to stockholders of Trinity and members of the Companies on or about          , 2019.

TRINITY MERGER CORP.
55 MERCHANT STREET, SUITE 1500
HONOLULU, HI 96813
   
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
   
TO BE HELD ON       , 2019

Dear Stockholders of Trinity Merger Corp.:

NOTICE IS HEREBY GIVEN that Trinity Merger Corp., a Delaware corporation (“Trinity”), will hold a special meeting of its stockholders at       , on       , 2019, beginning at       :       , Eastern Time (the “Trinity Special Meeting”), for the purpose of considering and voting on the following matters:

• Proposal No. 1—Approval of the Business Combination and Issuance of Shares of Broadmark Realty Common Stock—To consider and vote upon a proposal to adopt the Merger Agreement, dated as of August 9, 2019 (the “Merger Agreement”), by and among Trinity, Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC, and Broadmark Real Estate Management IV, LLC and the issuance of shares of common stock of Broadmark Realty pursuant to the Merger Agreement.

• Proposal No. 2—Approval and Adoption of the Incentive Plan—To consider and vote upon a proposal to approve and adopt the Broadmark Realty 2019 Stock Incentive Plan.

• Proposal No. 3—The Trinity Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Trinity Special Meeting to a later date or dates, if necessary to solicit additional proxies from stockholders in favor of the Trinity Business Combination Proposal.

By Order of the Board of Directors of Trinity Merger Corp.

Lee S. Neibart

Chairman of the Board of Directors

TRINITY MERGER CORP.
55 MERCHANT STREET, SUITE 1500
HONOLULU, HI 96813
   
NOTICE OF WARRANT HOLDERS MEETING
   
TO BE HELD ON            , 2019

Dear Holders of Warrants of Trinity Merger Corp.:

NOTICE IS HEREBY GIVEN that Trinity Merger Corp., a Delaware corporation (“Trinity”) will hold a meeting of its holders of warrants at            , on            , 2019, beginning at         :         , Eastern Time (the “Trinity Warrant Holders Meeting”), for the purpose of considering and voting on the following matters:

• The Warrant Amendment Proposal — To consider and vote upon an amendment (the “Warrant Amendment”) to the warrant agreement that governs all of Trinity’s outstanding warrants. The Warrant Amendment proposes to amend the anti-dilution provisions contained in Section 4.1.2 of the warrant agreement relating to the payment of cash dividends and applicable to both the Trinity public warrants and the Trinity private placement warrants, as provided in Annex H to this joint proxy solicitation statement/prospectus. In addition, the Warrant Amendment provides that, upon the completion of the Business Combination, (i) each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Warrants are exercisable), a cash payment of $1.60 (the “Warrant Amendment Proposal”); and

• (2)   The Warrant Holders Adjournment Proposal — To consider and vote upon a proposal to adjourn the Trinity Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Trinity that more time is necessary or appropriate to approve the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and, together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”).

By Order of the Board of Directors of Trinity Merger Corp.

Lee S. Neibart

Chairman of the Board of Directors

PBRELF I, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON       , 2019

Dear Member:

NOTICE IS HEREBY GIVEN that PBRELF I, LLC, a Washington limited liability company (“PBRELF I”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101 on       , 2019, beginning at 8:00 a.m. Pacific Time, for the purpose of Members of PBRELF I considering and voting on the following matters:

• Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).

• Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of PBRELF I in favor of the Business Combination Proposal.

By Order of the Board of Directors and Management Company of PBRELF I, LLC

Joseph L. Schocken

BRELF II, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON       , 2019

Dear Member:

NOTICE IS HEREBY GIVEN that BRELF II, LLC, a Washington limited liability company (“BRELF II”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101 on       , 2019, beginning at 8:30 a.m. Pacific Time, for the purpose of Members of BRELF II considering and voting on the following matters:

• Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, BRELF III, LLC, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).

• Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of BRELF II in favor of the Business Combination Proposal.

By Order of the Board of Directors and Management Company of BRELF II, LLC

Joseph L. Schocken

BRELF III, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON       , 2019

Dear Member:

NOTICE IS HEREBY GIVEN that BRELF III, LLC, a Washington limited liability company (“BRELF III”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101 on       , 2019, beginning at 9:00 a.m. Pacific Time, for the purpose of Members of BRELF III considering and voting on the following matters:

• Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).

• Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of BRELF III in favor of the Business Combination Proposal.

By Order of the Board of Directors and Management Company of BRELF III, LLC

Joseph L. Schocken

BRELF IV, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON       , 2019

Dear Member:

NOTICE IS HEREBY GIVEN that BRELF IV, LLC, a Washington limited liability company (“BRELF IV”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101 on       , 2019, beginning at 9:30 a.m. Pacific Time, for the purpose of Members of BRELF IV considering and voting on the following matters:

• Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).

• Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of BRELF IV in favor of the Business Combination Proposal.

By Order of the Board of Directors and Management Company of BRELF IV, LLC

Joseph L. Schocken

TABLE OF CONTENTS

	Page
ABOUT THIS JOINT PROXY SOLICITATION STATEMENT/PROSPECTUS		ii
FREQUENTLY USED TERMS		iii
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION		vi
QUESTIONS AND ANSWERS ABOUT THE WARRANT AMENDMENT		xxv
SUMMARY OF THE JOINT PROXY SOLICITATION STATEMENT/PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		23
RISK FACTORS		24
THE BUSINESS COMBINATION		62
THE MERGER AGREEMENT		87
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION		100
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE COMPANY MERGER		102
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF TRINITY SECURITIES AND INVESTORS IN BROADMARK REALTY		106
SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY GROUP		133
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TRINITY		143
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		145
COMPARATIVE PER SHARE INFORMATION		162
SPECIAL MEETING OF TRINITY STOCKHOLDERS		163
PROPOSALS TO BE CONSIDERED BY TRINITY’S STOCKHOLDERS		167
SPECIAL MEETING OF TRINITY WARRANT HOLDERS		178
PROPOSALS TO BE CONSIDERED BY TRINITY'S WARRANT HOLDERS		180
SPECIAL MEETING OF THE MEMBERS OF EACH OF THE COMPANIES		184
PROPOSALS TO BE CONSIDERED BY THE MEMBERS OF EACH OF THE COMPANIES		187
BUSINESS OF THE COMPANY GROUP AND CERTAIN INFORMATION ABOUT THE COMPANY GROUP		188
THE COMPANY GROUP MANAGEMENT		202
COMPANY GROUP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		205
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		240
INFORMATION ABOUT TRINITY		241
TRINITY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		252
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION		255
DESCRIPTION OF TRINITY SECURITIES		259
DESCRIPTION OF BROADMARK REALTY CAPITAL STOCK		268
CERTAIN PROVISIONS OF MARYLAND LAW AND OF BROADMARK REALTY’S CHARTER AND BROADMARK REALTY’S BYLAWS		272
SECURITIES ELIGIBLE FOR FUTURE SALE		278
COMPARISON OF RIGHTS OF STOCKHOLDERS OF TRINITY AND BROADMARK REALTY		279
COMPARISON OF RIGHTS OF STOCKHOLDERS OF BROADMARK REALTY AND MEMBERS OF EACH OF THE COMPANIES		287
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		296
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		298
PRICE RANGE OF SECURITIES AND DIVIDENDS		302
LEGAL MATTERS		304
EXPERTS		304
RIGHTS OF APPRAISAL AND DISSENT		304
TRANSFER AGENT; WARRANT AGENT AND REGISTRAR		306
ADDITIONAL INFORMATION		307
WHERE YOU CAN FIND MORE INFORMATION		308
INDEX TO FINANCIAL STATEMENTS		F-i
ANNEX A MERGER AGREEMENT		Annex  A-1
ANNEX B OPINION OF CSCA CAPITAL ADVISORS, LLC PERTAINING TO PBRELF I, LLC		Annex B-1
ANNEX C OPINION OF CSCA CAPITAL ADVISORS, LLC PERTAINING TO BRELF II, LLC		Annex C-1
ANNEX D OPINION OF CSCA CAPITAL ADVISORS, LLC PERTAINING TO BRELF III, LLC		Annex D-1
ANNEX E OPINION OF CSCA CAPITAL ADVISORS, LLC PERTAINING TO BRELF IV, LLC		Annex E-1
ANNEX F ARTICLE XII OF THE WASHINGTON LIMITED LIABILITY COMPANY ACT		Annex F-1
ANNEX G TRINITY SUB INC. 2019 STOCK INCENTIVE PLAN		Annex G-1
ANNEX H WARRANT AMENDMENT		Annex H-1

i

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Trinity Sub Inc. (File No. 333-233214), constitutes a prospectus of Trinity Sub Inc. under Section 5 of the Securities Act of 1933, as amended or the “Securities Act,” with respect to the Broadmark Realty common stock to be issued pursuant to the Merger Agreement. Concurrently with the Mergers, Trinity Sub Inc. will be renamed Broadmark Realty Capital Inc., referred to herein as “Broadmark Realty.” This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the Trinity Special Meeting and the Company Special Meeting of each of the Companies, during which Trinity stockholders and Members of the Companies, respectively, will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Mergers, and Trinity public warrant holders will be asked to consider and vote on, among other matters, a proposal to amend the Warrant Agreement.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated             , 2019. The information contained in this joint proxy statement/prospectus is accurate only as of that date unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to the Trinity stockholders, the members of the Companies or the holders of warrants nor the issuance of Broadmark Realty common stock by Broadmark Realty pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy or consent, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

ii

FREQUENTLY USED TERMS

Unless otherwise stated in this joint proxy statement/prospectus or the context otherwise requires, certain capitalized terms used herein are defined as follows:

• “BRELF II” refers to BRELF II, LLC, a Washington limited liability company.

• “BRELF III” refers to BRELF III, LLC, a Washington limited liability company.

• “BRELF IV” refers to BRELF IV, LLC, a Washington limited liability company.

• “Broadmark Realty” refers to Broadmark Realty Capital Inc., a Maryland corporation.

• “Companies” refers to PBRELF I, BRELF II, BRELF III, and BRELF IV.

• “Company Common Merger Consideration Per Unit” refers to the right to receive a number of shares of Broadmark Realty common stock equal to (A) $64,338,000, (B) divided by the Reference Price, and (C) after payment of certain fees and expenses related to the termination of certain referral agreements, allocated among the Companies and the Company common units, subject to appropriate adjustments to reflect the effect of any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the underlying securities of Trinity, the Companies or the Management Companies.

• “Company Group” refers to the Management Companies, the Companies and the Company Subsidiaries.

• “Company Preferred Merger Consideration Per Unit” refers to the right to receive a number of shares of Broadmark Realty common stock equal to (A) the members’ equity in a Company attributable to all preferred unit holders in such Company, net of REIT loan loss reserves, (B) divided by the number of preferred units of such Company outstanding immediately prior to the effective time of the Company Merger, and (C) divided by the Reference Price, but subject to appropriate adjustments to reflect the effect of any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the underlying securities of Trinity, the Companies or the Management Companies.

• “Company Subsidiaries” refers to subsidiaries of PBRELF I, BRELF II, BRELF III and BRELF IV.

• “Company Transaction Expense Cap” refers to $15,362,000.

• “Company Transaction Expenses” refers to all fees and expenses incurred by the members of the Company Group in connection with or in relation to the preparation, negotiation and execution of the Merger Agreement and the consummation of the transactions contemplated thereunder, subject to certain exceptions.

• “Farallon entities” refers to certain entities affiliated with Farallon Capital Management, L.L.C., with which Broadmark Realty has entered into a subscription agreement relating to the PIPE Investment.

• “Management Company Consideration” refers to the amount of cash equal to (a) $98,162,000, less (b) the amount of Company Transaction Expenses that are unpaid as of the closing of the Business Combination and the Reimbursed Transaction Expenses, in each case only to the extent they are, in the aggregate, in excess of the Company Transaction Expense Cap, plus (c) the Reimbursed Transaction Expenses, less (d) the amount of outstanding indebtedness of the Company Group on the day immediately preceding the closing of the Business Combination (other than any unpaid bonuses, change of control payments, severance and obligations for deferred compensation, together with the employer’s portion of any employment taxes associated with such payments). The Management Company Consideration, after payment of certain fees and expenses related to the termination of certain referral agreements, will then be allocated among each Management Company and each holder of Management Company units.

• “Management Companies” refers to MgCo I, MgCo II, MgCo III and MgCo IV.

• “Merger Agreement” refers to the certain Agreement and Plan of Merger dated as of August 9, 2019, by and among Trinity, Broadmark Realty, the Trinity Parties, PBRELF I, LLC, a Washington limited liability company, BRELF II, LLC, a Washington limited liability company, BRELF III, LLC, a Washington limited liability company, BRELF IV, LLC, a Washington limited liability company, Pyatt Broadmark

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Management, LLC, a Washington limited liability company, Broadmark Real Estate Management II, LLC, a Washington limited liability company, Broadmark Real Estate Management III, LLC, a Washington limited liability company, and Broadmark Real Estate Management IV, LLC, a Washington limited liability company.

• “Merger Sub I” refers to Trinity Merger Sub I, Inc., a wholly owned subsidiary of Broadmark Realty organized as a corporation under the laws of Delaware.

• “Merger Sub II” refers to Trinity Merger Sub II, LLC, a wholly owned subsidiary of Broadmark Realty organized as a limited liability company under the laws of Delaware.

• “MgCo I” refers to Pyatt Broadmark Management, LLC, a Washington limited liability company.

• “MgCo II” refers to Broadmark Real Estate Management II, LLC, a Washington limited liability company.

• “MgCo III” refers to Broadmark Real Estate Management III, LLC, a Washington limited liability company.

• “MgCo IV” refers to Broadmark Real Estate Management IV, LLC, a Washington limited liability company.

• “PIPE Investment” refers to those certain subscription agreements by and between Broadmark Realty and entities affiliated with Farallon Capital Management LLC, whereby Broadmark Realty will issue and sell to such investors approximately $75.0 million shares of common stock of Broadmark Realty immediately prior to the consummation of the Mergers at a price per share equal to the Reference Price.

• “PBRELF I” refers to PBRELF I, LLC, a Washington limited liability company.

• “Reference Price” refers to the value of the funds held in the account established by Trinity for the benefit of its public shareholders (net of income and franchise taxes payable as a result of any interest income earned in such account as of the closing of the Business Combination in accordance with the trust agreement governing such account), determined as of the close of business on the business day immediately preceding the date of the closing of the Business Combination (and excluding, for the avoidance of doubt, the proceeds of any PIPE Investment deposited into such account), divided by the number of outstanding shares of Trinity Class A common stock as of the close of business on the business day immediately preceding the date of the closing of the Business Combination; which is estimated to be $10.47.

• “Reimbursed Transaction Expenses” refers to any Company Transaction Expenses to the extent paid by any member of the Company Group prior to the closing of the Business Combination.

• “Trinity Investments” means Trinity Real Estate Investments LLC, a Delaware limited liability company and an entity with which Trinity’s Sponsor, HN Investors LLC, is affiliated.

• “Trinity Parties” refers to Merger Sub I and Merger Sub II.

• “Trinity private placement warrants” refers to the outstanding warrants issued in connection with Trinity’s May 2018 private placement to the Trinity Sponsor.

• “Trinity public warrants” refers to the outstanding warrants issued in Trinity’s May 2018 initial public offering.

• “Trinity Transaction Expenses” refers to all fees and expenses incurred by the Trinity Parties in connection with or in relation to the preparation, negotiation and execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, solely to the extent such fees and expenses will be incurred and unpaid at the time of the closing of the Business Combination, including, but not limited to, the (a) fees and disbursements of outside counsel to the Trinity Parties, (b) fees and expenses of any other agents, advisors, consultants, experts, financial advisors, brokers, finders or investment bankers employed by the Trinity Parties, (c) the deferred underwriter fee owed to the underwriter of Trinity’s initial public offering and any related-party loans or notes owed by Trinity, (d) the fees and expenses related to any PIPE Investment, and (e) any consent fees payable to holders of the Trinity public warrants in connection with obtaining the approval for the Warrant Amendment.

• “Trinity warrants” refers to the Trinity private placement warrants and the Trinity public warrants.

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• “Trinity warrant holders” refers to the holders of Trinity warrants.

• “Warrant agreement” refers to the warrant agreement dated May 14, 2018, by and between Trinity and Continental Stock Transfer & Trust Company, as warrant agent.

• “Warrant Amendment” refers to the amendment to the Warrant agreement in order to remove certain anti-dilution provisions from the Trinity warrants relating to the payment of cash dividends. In addition, the Warrant Amendment provides that, upon the completion of the Business Combination, (i) each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such warrants are exercisable), a cash payment of $1.60, the full text of which is included as Annex H to this joint proxy statement/prospectus.

• “Warrant Amendment Proposal” means the proposal to be considered at the Warrant Holders Meeting to approve and consent to amend the Warrant Amendment.

• “Warrant Cash Payment” means the payment of $1.60 to be paid to the Trinity public warrant holders for each Trinity public warrant they own pursuant to the Warrant Amendment (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Trinity warrants are exercisable).

• “Warrant Holders Adjournment Proposal” means the proposal to be considered at the Warrant Holders Meeting to adjourn the Warrant Holders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Trinity that more time is necessary or appropriate to approve the Warrant Amendment Proposal.

• “Warrant Holders Meeting” means the special meeting of the Trinity public warrant holder, to be held prior to the Shareholders Meeting at    :    a.m. Eastern Time on          , 2019, at the offices of       , at       , and any adjournments or postponements thereof.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this joint proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting of Trinity Merger Corp. and the proposals to be presented at the Trinity Special Meeting, and the Special Meetings of each of P BRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC (collectively, the “Companies”) and the proposals to be presented at the Special Meetings of the Companies, including with respect to the proposed b usiness c ombination. The following questions and answers do not include all the information that is important to Trinity stockholders and Company members. Trinity stockholders and Company members are urged to read carefully this entire joint proxy statement/prospectus , including the Annexes and the other documents referred to herein, to fully understand the proposed b usiness c ombination and the voting procedures for the Trinity Special Meeting, which will be held on             , 2019 at             :              Eastern Time at             , and the meetings of the members of each of P BRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC on             , 2019 at 8:00 a.m. Pacific Time, 8:30 a.m. Pacific Time. 9:00 a.m. Pacific Time and 9:30 a.m. Pacific Time, respectively, each at 1420 Fifth Avenue , Suite 2000, Seattle, WA 98101 .

Q: Why am I receiving this joint proxy statement/prospectus?

A: Trinity stockholders and Company members are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and to approve the transactions contemplated thereby, among other proposals. Trinity has entered into the Merger Agreement to effect an initial business combination, referred to herein as the “Business Combination” with Broadmark Realty, Merger Sub I, Merger Sub II, the Companies, and the Management Companies, pursuant to which (i) Merger Sub I will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to as the “Trinity Merger,” (ii) immediately following the Trinity Merger, each of the Companies will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of such merger, referred to as the “Company Merger,” and (iii) immediately following the Company Merger, each of the Management Companies will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to as the “Management Company Merger,” and as a result, Merger Sub II and Trinity will become wholly owned subsidiaries of Broadmark Realty, and Broadmark Realty will become a publicly traded company.

This joint proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Trinity Special Meeting and at the Special Meetings of the Companies. You should read this joint proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this joint proxy statement/prospectus and its Annexes.

For Trinity Stockholders

Q: When and where is the Trinity Special Meeting?

A: The Trinity Special Meeting will be held on       , 2019 at       Eastern Time at                   .

Q: Who is entitled to vote at the Trinity Special Meeting?

A: Trinity has fixed the close of business on       , 2019 as the record date. If you were a stockholder of Trinity at the close of business on the record date, you are entitled to vote on matters that come before the Trinity Special Meeting. A stockholder may only vote his or her stock if he or she is present in person or is represented by proxy at the Trinity Special Meeting.

Q: What are the specific proposals on which I am being asked to vote at the Trinity Special Meeting?

A: Trinity stockholders are being asked to approve the following proposals:

• Approval of the Business Combination and Issuance of Shares of Broadmark Realty Common Stock—to consider and vote upon a proposal to adopt the Merger Agreement and the subsequent issuance of newly registered shares of Broadmark Realty in exchange for their current shares in Trinity.

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• Approval and Adoption of the Incentive Plan—to consider and vote upon a proposal to approve and adopt the Incentive Plan.

• The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the Trinity Special Meeting to a later date or dates.

Q: Are the proposals conditioned on one another?

A: The Trinity Business Combination Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. The Approval and Adoption of the Incentive Plan is conditioned on the approval of the Trinity Business Combination Proposal. The Trinity Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. In addition, you should note that it is a condition to the completion of the Business Combination that the Warrant Amendment and the Incentive Plan are approved.

Q: Why is Trinity proposing the Business Combination?

A: Trinity is a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. Although Trinity is not limited to a particular industry or sector for purposes of consummating a business combination, Trinity has focused its search on acquiring an operating company or business with a real estate component (such as a business within the hospitality, lodging, gaming, real estate or property services, or asset management industries).

Based on its due diligence investigations of the Company Group and the industry in which it operates, including the financial and other information provided by the Company Group in the course of Trinity’s due diligence investigations, the Trinity board of directors believes that the Business Combination with the Company Group is in the best interest of Trinity and its stockholders and presents an opportunity to increase stockholder value. Trinity has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others: (i) attractive equity returns for Trinity stockholders; (ii) significant embedded and/or underexploited expansion opportunities; (iii) established competitive advantages; (iv) unrecognized value or other characteristics that Trinity believes have been misevaluated by the marketplace; and (v) being at an inflection point, such as requiring additional management expertise, innovation and development of new products or services or where Trinity believes it can drive improved financial performance and where an acquisition may help facilitate growth. Based on its due diligence investigations of the Company Group and the industry in which it operates, including financial and other information provided by the Company Group in the course of negotiations, Trinity believes that the Company Group meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination—Trinity’s Board of Director’s Reasons for the Approval of the Business Combination” for additional information.

Q: Why is Trinity providing stockholders with the opportunity to vote on the Business Combination?

A: Under its organizational documents, Trinity must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Trinity has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Trinity is seeking to obtain the approval of its stockholders of the Trinity Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. In addition, such approvals are also conditions to the closing of the Business Combination under the Merger Agreement. Under the DGCL, the affirmative vote of a majority of the outstanding shares of Trinity common stock entitled to vote on the Trinity Business Combination Proposal at the Trinity Special Meeting is required to approve the Trinity Business Combination Proposal.

Q: Following the Business Combination, will Trinity’s securities continue to trade on a stock exchange?

A: No. Trinity anticipates that, following consummation of the Business Combination, Trinity common stock, public units and public warrants will be delisted from Nasdaq and Trinity will be deregistered under the

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Exchange Act. However, Broadmark Realty intends to apply for listing of Broadmark Realty common stock, or the “common stock,” on NYSE, under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS,” upon consummation of the Business Combination.

Q: Why is Trinity proposing the Trinity Business Combination Proposal?

A: As part of the Business Combination, Merger Sub I will merge with and into Trinity, with Trinity continuing as the surviving company in such merger, referred to as the “Trinity Merger.” Under the DGCL 251(c), Trinity must obtain the affirmative vote of holders of at least a majority of the shares of Trinity common stock that are entitled to vote in order to effect the Trinity Merger. Therefore, Trinity is seeking to obtain the approval of its stockholders of the Trinity Business Combination Proposal. The approval of the Trinity Business Combination Proposal is also a condition to the closing of the Business Combination under the Merger Agreement. For additional information, please see the section entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 1—The Business Combination and Issuance of Shares of Broadmark Realty Common Stock.”

Q: What is the proposal relating to the Incentive Plan?

A: The holders of Trinity common stock are being asked to approve and adopt the Trinity Sub Inc. 2019 Stock Incentive Plan, or the “Incentive Plan,” which will become the stock incentive plan of Broadmark Realty upon consummation of the Business Combination. A total of 5,000,000 shares of Broadmark Realty common stock will be reserved for issuance under the Incentive Plan, representing approximately    % of the total common stock expected to be issued and outstanding at consummation of the Business Combination. Trinity’s board of directors approved the Incentive Plan on August 9, 2019, subject to stockholder approval at the Trinity Special Meeting. A copy of the Incentive Plan is attached to this joint proxy statement/prospectus as Annex G. If approved by Trinity’s stockholders, the Incentive Plan will be administered by Broadmark Realty’s board of directors or by a committee that the board of directors designates for this purpose (referred to below as the plan administrator), which will have the authority to make awards under the Incentive Plan. The approval of the Incentive Plan Proposal is conditioned upon the approval of the Trinity Business Combination Proposal and Trinity obtaining the necessary consent for the effectiveness of the Warrant Amendment, which are described in the sections entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 2—Approval and Adoption of the Incentive Plan.”

Q: Why is Trinity proposing the Trinity Adjournment Proposal?

A: Trinity is proposing the Trinity Adjournment Proposal to allow the Trinity board of directors to adjourn the Trinity Special Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this joint proxy statement/prospectus is provided to Trinity stockholders or, if as of the time for which the Trinity Special Meeting is scheduled, there are insufficient shares of Trinity common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Trinity Special Meeting, (ii) in order to solicit additional proxies from Trinity stockholders in favor of the Trinity Business Combination Proposal, or (iii) if Trinity stockholders redeem an amount of shares of Trinity Class A common stock such that the minimum proceeds condition to Trinity’s obligation to consummate the Business Combination would not be satisfied. The Trinity Adjournment Proposal will only be presented to Trinity stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, or in the event that Trinity stockholders redeem an amount of shares of Trinity Class A common stock such that the minimum proceeds condition to Trinity’s obligation to consummate the Business Combination would not be satisfied. For additional information, please see the section entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 3—The Trinity Adjournment Proposal.”

Q: What happens if I sell my shares of Trinity Class A common stock before the Trinity Special Meeting?

A: The record date for the Trinity Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Trinity Class A common stock after the record date, but before the Trinity Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Trinity Special Meeting. However, you will not be able to seek redemption of your shares of Trinity Class A common stock because you will no longer be able to deliver them for cancellation upon

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consummation of the Business Combination. If you transfer your shares of Trinity Class A common stock prior to the record date, you will have no right to vote those shares at the Trinity Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q: What vote is required to approve the proposals presented at the Trinity Special Meeting?

A: Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of Trinity’s outstanding shares of common stock entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will count as a vote cast “AGAINST” the Business Combination Proposal.

The approval and adoption of the Incentive Plan requires the affirmative vote of holders of a majority of shares of Trinity common stock that are entitled to vote and are voted at the Trinity Special Meeting. Accordingly, a Trinity stockholder’s failure to vote by proxy or to vote in person at the Trinity Special Meeting will not be counted towards the number of shares of Trinity common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the approval and adoption of the Incentive Plan. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the approval and adoption of the Incentive Plan.

The approval of the Trinity Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Trinity common stock that are entitled to vote and are voted at the Trinity Special Meeting. Accordingly, a Trinity stockholder’s failure to vote by proxy or to vote in person at the Trinity Special Meeting will not be counted towards the number of shares of Trinity common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Trinity Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Trinity Adjournment Proposal.

Q: What happens if the Trinity Business Combination Proposal is not approved?

A: If the Trinity Business Combination Proposal is not approved and Trinity does not consummate a business combination by November 17, 2019, Trinity will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to its public stockholders unless it seeks and receives approval from its stockholders for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date.

Q: How many votes do I have at the Trinity Special Meeting?

A: Trinity stockholders are entitled to one vote on each proposal presented at the Trinity Special Meeting for each share of Trinity common stock held of record as of             , 2019, the record date for the Trinity Special Meeting. As of the close of business on the record date, there were           outstanding shares of Trinity common stock.

Q: What constitutes a quorum at the Trinity Special Meeting?

A: A majority of the issued and outstanding shares of Trinity common stock entitled to vote as of the record date at the Trinity Special Meeting must be present, in person or represented by proxy, at the Trinity Special Meeting to constitute a quorum and in order to conduct business at the Trinity Special Meeting. Broker non-votes and abstentions will be counted as present for the purpose of determining a quorum. The Trinity Sponsor, who currently owns 20% of the issued and outstanding shares of Trinity common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Trinity Special Meeting has the power to adjourn the Trinity Special Meeting to a later date or dates. As of the record date for the Trinity Special Meeting, 21,562,501 shares of Trinity common stock would be required to achieve a quorum.

Q: How will the Trinity Sponsor and Trinity’s other current directors and officers vote?

A: Prior to the initial public offering, Trinity entered into agreements with the Trinity Sponsor and each of its other directors and officers, pursuant to which each agreed to vote any share of Trinity common stock owned by them in favor of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

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combination, involving the Company and one or more businesses, which would include the Trinity Business Combination Proposal. Neither the Trinity Sponsor nor any of Trinity’s other current directors or officers has purchased any shares of Trinity common stock during or after the initial public offering and, as of the date of this joint proxy statement/prospectus, neither Trinity nor the Trinity Sponsor nor any of Trinity’s other directors or officers have entered into agreements and are not currently in negotiations to purchase shares of Trinity common stock prior to the consummation of the Business Combination. Currently, the Trinity Sponsor owns 20% of the issued and outstanding shares of Trinity common stock, including all of the shares of the Trinity Sponsor acquired under the private placement with Trinity, referred to herein as the “Founder Shares,” and will be able to vote all of such shares at the Trinity Special Meeting.

Q: What interests do the Trinity Sponsor and Trinity’s current officers and directors have in the Business Combination?

A: The Trinity Sponsor and certain members of the Trinity board of directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

• the fact that the Trinity Sponsor and Trinity directors and officers have agreed not to redeem any shares of Trinity common stock held by them in connection with a stockholder vote to approve a proposed initial business combination;

• the fact that the Trinity Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $50,500,000 after giving effect to the forfeitures;

• the fact that the Trinity Sponsor and Trinity directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Trinity fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date;

• the fact that the Trinity Sponsor paid an aggregate of $12,350,000 for its 12,350,000 private placement warrants to purchase shares of Trinity Class A common stock and that such private placement warrants will expire worthless if an initial business combination is not consummated by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date;

• the fact that the Trinity Sponsor has made a $1.0 million working capital loan to Trinity, which loan will be repaid upon closing of the Business Combination;

• the fact that, at the option of the Trinity Sponsor, any amounts outstanding under any other loans made by the Trinity Sponsor or any of its affiliates to Trinity in an aggregate amount up to $1,500,000 may be converted into warrants to purchase shares of Trinity Class A common stock;

• the right of the Trinity Sponsor to hold shares of Broadmark Realty common stock and the shares of Broadmark Realty common stock to be issued to the Trinity Sponsor upon exchange and exercise of its private placement warrants following the Business Combination, subject to certain lock-up periods;

• the continued board roles of certain of Trinity’s existing directors in Broadmark Realty;

• the continued indemnification of Trinity’s existing directors and officers and the continuation of Trinity’s directors’ and officers’ liability insurance after the Business Combination;

• the fact that Trinity Sponsor and Trinity’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Trinity (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date;

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• the fact that the Trinity Sponsor and Trinity’s officers and directors will lose their entire investment in Trinity and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date; and

• if the Trust Account is liquidated, including in the event Trinity is unable to complete an initial business combination within the required time period, the Trinity Sponsor has agreed to indemnify Trinity to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Trinity has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Trinity, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence the Trinity board of directors in making their recommendation that the Trinity stockholders vote in favor of the approval of the Business Combination.

Q: Did the Trinity board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. The Trinity board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Trinity’s officers and directors have substantial experience in evaluating the operating and financial merits of different types of companies and concluded that their experience and backgrounds, together with the experience and sector expertise of Trinity’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

Q: What happens if I vote against the Trinity Business Combination Proposal?

A: If you vote against the Trinity Business Combination Proposal but the Trinity Business Combination Proposal still obtains the affirmative vote of holders of a majority of the shares of Trinity common stock that are entitled to vote on the Trinity Business Combination Proposal at the Trinity Special Meeting, then the Trinity Business Combination Proposal will be approved and, assuming the approval of the proposals by a majority of the members of each Company and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

If you vote against the Trinity Business Combination Proposal and the proposal does not obtain the affirmative vote of holders of a majority of shares of Trinity common stock that are entitled to vote at the Trinity Special Meeting, then the Trinity Business Combination Proposal will fail and Trinity will not consummate the Business Combination. If Trinity does not consummate the Business Combination, it may continue to try to complete a business combination until November 17, 2019. If Trinity fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public stockholders.

Q: Do I have redemption rights?

A: If you are a holder of shares of Trinity Class A common stock, you may redeem all or a portion of your shares of Trinity Class A common stock upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to Trinity to pay its franchise and income taxes, divided by the number of then outstanding public shares of Trinity Class A common stock, subject to the limitations described in the final prospectus dated May 14, 2018 filed in connection with Trinity’s initial public offering. The per-share amount to be distributed by Trinity to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions Trinity will pay to the underwriter. The Trinity Sponsor, and Trinity’s officers and directors, have entered into a letter agreement with Trinity pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the completion of the Business Combination. Trinity’s amended and restated certificate of incorporation

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provides that Trinity may not redeem any shares of Trinity Class A common stock issued in the initial public offering to the extent that such redemption would result in Trinity having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001.

Q: Can the Trinity Sponsor or Trinity officers and directors redeem their Founder Shares in connection with the consummation of the Business Combination?

A: No. The Trinity Sponsor, and Trinity officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the consummation of the Business Combination.

Q: Is there a limit on the number of shares I may redeem?

A: Yes. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering. Accordingly, all shares in excess of 20% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 20% of the public shares may redeem all of the public shares held by such stockholder for cash.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 20% of the shares sold in the initial public offering) for or against the Trinity Business Combination Proposal restricted.

Trinity has no specified maximum redemption threshold under its organizational documents, other than the aforementioned 20% threshold. Each redemption of shares of Trinity Class A common stock by Trinity public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $358,742,076 as of June 30, 2019. The Merger Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Broadmark Realty and Trinity having no less than $100,000,000 in (i) proceeds from the Trust Account upon conclusion of the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed, as may have been reduced by withdrawals of interest to pay taxes, plus (ii) the total aggregate proceeds of the PIPE Investment, minus (iii) the amount of any unpaid Trinity Transaction Expenses (as defined in the Merger Agreement), minus (iv) the amount of any unpaid Company Transaction Expenses (as defined in the Merger Agreement) (which, when taken together with any Reimbursed Transaction Expenses (as defined in the Merger Agreement), shall not exceed the Company Transaction Expense Cap (as defined in the Merger Agreement)), minus (v)) the Management Company Consideration (as defined in the Merger Agreement), and minus (vi) the closing indebtedness of the Trinity Parties (as defined in the Merger Agreement). The conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of shares of Trinity Class A common stock by Trinity’s public stockholders, this condition is not met or is not waived, then each of Trinity and the Company Group may elect not to consummate the Business Combination. In addition, in no event will Trinity redeem shares of Trinity Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in Trinity’s organizational documents and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Merger Agreement.

Q: Is there a limit on the total number of shares of Trinity Class A common stock that may be redeemed?

A: Yes. The organizational documents of Trinity provide that it may not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 (such that Trinity is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, the organizational documents of Trinity do not provide a specified maximum redemption threshold. The Merger Agreement provides that, as a condition to each party’s obligation to consummate the Business Combination, Trinity may not have net tangible assets less than $5,000,001 at the closing date of the transactions contemplated by the Merger Agreement. In addition, the Merger Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Broadmark Realty and Trinity having no less than $100,000,000 in (i) proceeds from the Trust Account upon conclusion of the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed, as may have been reduced by withdrawals of interest to pay taxes, plus (ii) the total aggregate

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proceeds of the PIPE Investment, minus (iii) the amount of any unpaid Trinity Transaction Expenses (as defined in the Merger Agreement), minus (iv) the amount of any unpaid Company Transaction Expenses (as defined in the Merger Agreement) (which, when taken together with any Reimbursed Transaction Expenses (as defined in the Merger Agreement)), shall not exceed the Company Transaction Expense Cap (as defined in the Merger Agreement), minus (v) the Management Company Consideration (as defined in the Merger Agreement), minus (vi) the closing indebtedness of the Trinity Parties (as defined in the Merger Agreement). In the event the aggregate cash consideration Trinity would be required to pay for all shares of Trinity Class A common stock that are validly submitted for redemption plus the amounts required to satisfy closing cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to Trinity, it may not complete the Business Combination or redeem any shares, all shares of Trinity Class A common stock submitted for redemption will be returned to the holders thereof, and Trinity instead may search for an alternate business combination.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your shares of Trinity Class A common stock for or against, or whether you abstain from voting on, the Trinity Business Combination Proposal, or any other proposal described by this joint proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i) check the box on the enclosed proxy card to elect redemption, (ii) check the box on the enclosed proxy card marked “Stockholder Certification,” (iii) if you hold public units, separate the underlying public shares and public warrants, and (iv) prior to        on        (two business days before the Trinity Special Meeting), tender your shares physically or electronically and submit a request in writing that Trinity redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to the shares of Trinity Class A common stock. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the shares of Trinity Class A common stock included in the units sold in the initial public offering, which is referred to herein as the “20% threshold.” Accordingly, all public shares in excess of the 20% threshold beneficially owned by a Trinity public stockholder or group will not be redeemed for cash.

Trinity stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Trinity’s understanding that Trinity stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Trinity does not have any control over this process and it may take longer than two weeks. Trinity stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Trinity stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this joint proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Trinity Special Meeting, or to deliver their shares to the Transfer Agent

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electronically using the Deposit/Withdrawal At Custodian, or “DWAC,” system from the Depository Trust Company, or “DTC,” at such stockholder’s option. The requirement for physical or electronic delivery prior to the Trinity Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights if I am a Trinity stockholder?

A: The receipt of cash by a U.S. Holder (as defined under “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty”) of shares of Trinity Class A common stock in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q: What are the U.S. federal income tax consequences if I am a Trinity stockholder, I do not exercise my redemption rights, and the proposed Business Combination is consummated?

A: Assuming that the Mergers are completed as currently contemplated, the exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Internal Revenue Code of 1986, referred to herein as the “Code,” for stockholders exchanging Trinity Class A common stock for Broadmark Realty common stock, and it is a condition of each party’s obligation to complete the Mergers that Gibson, Dunn & Crutcher LLP render an opinion to Trinity to that effect.

Assuming the Trinity Merger qualifies as a Section 351 exchange, (i) a U.S. Holder who owns Trinity Class A common stock (but not any Trinity public warrants) and who solely exchanges such Trinity Class A common stock for Broadmark Realty common stock generally is not expected to recognize gain or loss as a result of such exchange and (ii) a U.S. Holder who owns Trinity Class A common stock and Trinity public warrants and who exchanges such Trinity Class A common stock for Broadmark Realty common stock and who is deemed to exchange Trinity public warrants for Broadmark Realty warrants and the Warrant Cash Payment generally is expected to recognize gain (if any) but not loss with respect to each share of Trinity Class A common stock and Trinity public warrant held immediately prior to the Trinity Merger (after giving effect to any redemptions of Trinity Class A common stock) and Warrant Amendment.

The particular consequences of the Business Combination to each Trinity stockholder depend on such stockholder’s particular facts and circumstances. Please see the section entitled “ Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment ” for additional information. You are urged to consult your tax advisors regarding the tax consequences of the Business Combination.

Q: If I am a Trinity warrant holder, can I exercise redemption rights with respect to my public warrants?

A: No. The holders of Trinity public warrants have no redemption rights with respect to such public warrants.

Q: Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

A: With respect to the Trinity Merger, no dissenters’ or appraisal rights are available to Trinity Stockholders in connection with the Business Combination.

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Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account (together with the proceeds from the PIPE Investment) will be used to: (i) pay the cash consideration payable to purchase the shares of the Companies’ preferred stock outstanding upon the closing of the Business Combination; (ii) pay Trinity public stockholders who properly exercise their redemption rights; (iii) pay $15,525,000 in deferred underwriting commissions to the underwriters of the initial public offering, in connection with the Business Combination; and (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Trinity and other parties to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, including the Business Combination, and pursuant to the terms of the Merger Agreement, and warrant payments incurred by Trinity in connection with the Warrant Consent Amendment. See the question “What is a Warrant Cash Payment and will I be entitled to receive a Warrant Cash Payment?” below. Any remaining funds will be used by Broadmark Realty for general corporate purposes.

Q. May the Trinity Sponsor or other affiliates or insiders purchase Trinity securities while the Business Combination is pending?

A. Yes, under certain circumstances the Trinity Sponsor and other affiliates and/or insiders of Trinity or the Trinity Sponsor may be able to purchase shares of Trinity Class A common stock and/or Trinity public warrants while the Business Combination is pending. The ability of such entities and persons to make such purchases is subject to a number of legal and other constraints, as described under “The Business Combination—Potential Purchases of Trinity Securities.” The extent any such purchases were to be made, such purchases could increase the likelihood that the Business Combination and the Warrant Amendment Proposal are approved.

For Members of the Companies

Q: When and where are each of the Company Special Meetings?

A: The Company Special Meetings will be held on          , 2019, at 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101. Each Company will hold its special meeting at the time indicated below:

Company	Special Meeting Time
PBRELF I	8:00 a.m. Pacific Time
BRELF II	8:30 a.m. Pacific Time
BRELF III	9:00 a.m. Pacific Time
BRELF IV	9:30 a.m. Pacific Time

Q: Who is entitled to vote at the Company Special Meetings?

A: Each of the Companies has fixed       , 2019 as the record date. If you were a member of one of the Companies at the close of business on the record date, you are entitled to vote on matters that come before the applicable Company Special Meeting. A member may only vote if present in person or represented by proxy at the applicable Company Special Meeting.

Q: What are the specific proposals on which I am being asked to vote at the applicable Company Special Meeting?

A: Each member of a Company will be asked to approve the following proposals with respect to that Company:

• Approval of the Business Combination—to consider and vote upon a proposal to approve and adopt the Merger Agreement.

• The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the applicable Company Special Meeting to a later date or dates.

Q: Are the proposals to be presented at the meetings of the Companies conditioned on one another?

A: The Company Group Business Combination Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. The Company Group Adjournment Proposal is not conditioned

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on the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for members to note that in the event the Company Group Business Combination Proposal does not receive sufficient votes to approve the Company Group Business Combination Proposal with respect to any Company, then the Business Combination will not be completed.

Q: Why are the board of directors of the Companies and the Management Companies proposing the Business Combination?

A: The board of directors of the Companies and the Management Companies recommended that the respective members of each Company approve the Business Combination following consideration of a variety of factors. The factors considered by the board of directors of the Companies and the Management Companies include, but are not limited to: (i) that the shares of Broadmark Realty common stock that members will receive in exchange for their units are anticipated to be traded on the NYSE following the completion of the Business Combination, subject to the NYSE’s approval of the listing application, and consequently former Company members are expected to have significantly increased liquidity with respect to their shares of Broadmark Realty common stock than they had with their Company units; (ii) that following the Business Combination, Broadmark Realty will be an internally managed commercial REIT with an initial equity market capitalization expected to be in excess of $1.0 billion and no debt outstanding and is expected to compare favorably to its publicly traded peer group which tend to be externally managed and utilize leverage; (iii) as an internally managed REIT, members will be able to participate in future potential internal and external growth of Broadmark Realty, potentially including, but not limited to, an expansion of its lending platform, creating new private real estate lending companies resulting in additional management fee income; and (iv) in the absence of the Business Combination, certain Companies would be required to register under the Exchange Act in the near future. Please see the section entitled “The Business Combination—The Company Group’s Reasons for the Business Combination” for additional information.

Q: Why are the Companies providing members with the opportunity to vote on the Business Combination?

A: Under the WLLCA, the Companies must provide their respective members with the opportunity to approve the Business Combination. Therefore, each Company is seeking to obtain the approval of the Company Group Business Combination Proposal from its members. In addition, such approvals are also conditions to the closing of the Business Combination under the Merger Agreement.

Q: Following the Business Combination, what will happen to the Companies’ Units?

A: As a result of the Business Combination, the Companies’ units will be cancelled and automatically converted into the right to receive a number of shares of Broadmark Realty common stock determined based upon the Reference Price. Broadmark intends to apply for listing the Broadmark Realty common stock on the NYSE under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS,” to become effective upon consummation of the Business Combination. Please see the section entitled “The Merger Agreement—Consideration to be Received in the Business Combination.”

Q: Why is the board of directors of each Company proposing the Business Combination Proposal?

A: As part of the Business Combination, the Companies will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company in such merger, referred to as the “Company Merger.” Pursuant to the WLLCA, each Company must obtain the affirmative vote of a majority of its members to effect the Company Merger. Therefore, each Company is seeking to obtain the approval of its members of the Company Group Business Combination Proposal. The approval of the Company Group Business Combination Proposal by the members of each Company is also a condition to the closing of the Business Combination under the Merger Agreement. For additional information, please see the section entitled “Proposals to be Considered by Company Members—Proposal No. 1—The Company Group Business Combination Proposal.”

Q: Why are the Companies proposing the Company Group Adjournment Proposal?

A: The board of directors of the Companies are proposing the Company Group Adjournment Proposal to allow the Company Special Meetings to be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this joint proxy statement/prospectus is provided to Company Members

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or, if as of the time for which a Company Special Meeting is scheduled, there are insufficient votes to approve the Company Group Business Combination Proposal in order to solicit additional proxies from members of a Company in favor of the Company Group Business Combination Proposal. The Company Group Adjournment Proposal will only be presented to Company Members in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Company Group Business Combination Proposal. For additional information, please see the section entitled “Proposals to be Considered by Company Members—Proposal No. 2—The Company Group Adjournment Proposal.”

Q: What vote is required to approve the proposals presented at each Company Special Meeting?

A: The approval of the Company Group Business Combination Proposal on behalf of each Company requires the affirmative vote of a majority of the members of such Company. Accordingly, a Company member’s failure to vote by proxy or to vote in person at the Company Special Meeting will have the same effect as a vote cast against the Company Group Business Combination Proposal. Abstentions will have the same effect as a vote cast against the Company Group Business Combination Proposal.

The approval of the Company Group Adjournment Proposal requires the affirmative vote of a majority of the members of each Company. Accordingly, a Company member’s failure to vote by proxy or to vote in person at the Company Special Meeting will have the same effect as a vote cast against the Company Group Business Combination Proposal. Abstentions will have the same effect as a vote cast against the Company Group Business Combination Proposal.

Q: What happens if the Company Group Business Combination Proposal is not approved?

A: Certain of the Companies are approaching the limit on the number of members that they may admit under federal securities laws before they are required to publicly report and file financial statements. As a result, if the Company Group Business Combination Proposal is not approved, and the Business Combination is not completed, certain of the Companies would need to take action to address this. A potential alternative that may be considered by the Management Companies would be to convert the Companies to public, non-traded real estate companies. This would mean the Company Group would operate substantially the same way as today, except there would be the additional burden and expenses incurred in becoming a public reporting company, such as preparing and filing audited financial statements and other shareholder reports with the SEC on a regular basis, without the benefit of having shares that trade on a national stock exchange. Other alternatives the Management Companies might consider involve limiting the number of members, raising minimum capital contributions, or closing the largest Companies to new subscriptions, which could impair the Companies’ ability to grow their loan portfolios.

Q: How many votes do I have at the applicable Company Special Meeting?

A: A Company Member is entitled to one vote on each proposal presented at the applicable Company Special Meeting that the member held at least one unit of record as of             , 2019, the record date for the Company Special Meetings. The table below sets forth the number of members and outstanding units as of the close of business on the record date for each Company:

	Number of Members	Outstanding Units
PBRELF I, LLC
BRELF II, LLC
BRELF III, LLC
BRELF IV, LLC

Q: What interests do the directors of the Companies and the executives and equity owners of each Management Company have in the Business Combination?

A: The directors of the Companies and the executives and equity owners of each Management Company have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

• the Management Companies and their equity owners, which include members of the board of directors and the executive officers of each Company, will receive $152,500,000 in total consideration if the Business

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Combination is completed, including approximately $61,338,000 in shares of Broadmark Realty common stock and $91,162,000 in cash; the $152,500,000 of total consideration to be paid to the Management Companies is after payment of certain fees and expenses related to the termination of certain referral agreements;

• the directors and executive officers of the Companies and the executive officers of the Management Companies will continue as executives and employees of, and will receive salaries, benefits and other compensation pursuant to written employment contracts with Broadmark Realty; and

• each Company’s and each Management Company’s directors, managers, members, officers and employees will continue to be entitled to indemnification from the post-combination company after the Business Combination, as well as coverage under directors’ and officers’ liability insurance.

Broadmark Capital, an affiliate of Mr. Schocken, will receive payment of $10,000,000, consisting of $7,000,000 in cash and 3,000,000 of Broadmark Realty common stock, in exchange for cancellation of certain referral agreements with the Management Companies, which are referenced above.

These interests may influence the board of directors of the Companies and the Management Companies in making their recommendation that members vote in favor of the approval of the Business Combination.

Q: Did the Company Group obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: Yes. The Company Group engaged CS Capital Advisors, LLC and its affiliated broker-dealer CSCA Capital Advisors, LLC, which we refer to as “CSCA,” to render opinions as to the fairness, from a financial point of view, of the consideration to be received by the preferred unitholders of each of the Companies in the proposed Business Combination pursuant to the Merger Agreement. CSCA is an independent investment banking firm that regularly engages in the evaluation of real estate businesses and REITs and their securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. The boards of directors of the Companies and the Management Companies decided to use the services of CSCA because it is a recognized investment banking firm that has substantial experience in real estate, REITs and similar matters. CSCA rendered their oral opinions to the boards of directors of the Companies and the Management Companies on August 9, 2019 (which were subsequently confirmed in writing by delivery of CSCAs’ written opinions dated the same date) that, as of August 9, 2019, the consideration to be received by the preferred unitholders of the Companies in the proposed Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to the preferred unitholders of the Companies.

Q: What are the U.S. federal income tax consequences of the Company Merger to members of the Companies?

A: The Companies and Broadmark Realty intend for the Company Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Mergers that Broadmark Realty receives a written opinion of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, to the effect that the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Company Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a holder of units of a Company generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of such units for shares of Broadmark Realty common stock. You should read “Certain Material U.S. Federal Income Tax Considerations of the Company Merger” for a more detailed discussion of the material U.S. federal income tax consequences of the Company Merger. The tax consequences of the Company Merger to you will depend on your particular facts and circumstances. You should consult your own tax advisor to determine the particular tax consequences (including the applicability and effect of any state, local or non-U.S. income and other tax laws) to you of the Company Merger.

Q: What happens if I vote against the Company Group Business Combination Proposal?

A: If you vote against the Company Group Business Combination Proposal but the Company Group Business Combination Proposal still obtains the affirmative vote of a majority of the members of each Company, then the Company Group Business Combination Proposal will be approved and, assuming the approval of the proposals and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

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If you vote against the Company Group Business Combination Proposal and the proposal does not obtain the affirmative vote of a majority of the members of each Company, then the Company Group Business Combination Proposal will fail and the Company Group will not consummate the Business Combination.

For Stockholders of Trinity and Members of the Companies

Q: What will happen in the Business Combination?

A: Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Trinity and the Company Group will effect a transaction that would replicate the economics of a merger of Trinity and the Company Group through a series of mergers, which is collectively referred to as the “Business Combination.” To effect the Business Combination, among other things, (i) the Trinity Merger will be effected; (ii) the Company Merger will be effected; and (iii) the Management Company Merger will be effected. As a result of the Business Combination, Broadmark Realty will be the ultimate parent company of Trinity (following the Trinity Merger) and the Company Group entities. Please see the section entitled “The Business Combination” for additional information.

Q: Who will be the Management of Broadmark Realty following the Business Combination?

A: Joseph Schocken will become chairman of the Broadmark Realty board of directors. The other current executive officers of the Company Group, including Jeffrey Pyatt, Adam Fountain and Joanne Van Sickle, will serve as Broadmark Realty’s executive officers upon consummation of the Business Combination. The Broadmark Realty board of directors will initially consist of seven directors, including two directors identified by the Company Group, two directors identified by the Trinity Sponsor, and three directors to be mutually identified by the Trinity Sponsor and the Company Group, each of whom must meet the qualifications of an “independent director” under the rules of the New York Stock Exchange.

Please see the section entitled “Management Following the Business Combination” for additional information.

Q: What will Trinity stockholders receive in the Business Combination?

A: At the Trinity Effective Time, each share of Trinity Class A common stock and Trinity Class B common stock issued and outstanding immediately prior to the Trinity Effective Time will be cancelled and retired and automatically converted into the right to receive one share of Broadmark Realty common stock. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.”

Q: What will Trinity warrant holders receive in the Business Combination?

A: At the Trinity Effective Time, each Trinity warrant issued and outstanding immediately prior to the Trinity Effective Time and as amended pursuant to the Warrant Amendment Proposal will be automatically and irrevocably modified to replace the right to acquire Trinity common stock with the right to acquire of shares of Broadmark Realty common stock. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.”

Q: What will the Company Group preferred unitholders receive in the Business Combination?

A: At the effective time of the Company Merger, (i) each Company preferred unit issued and outstanding immediately prior to the Company Effective Time will be converted into the right to receive the Company Preferred Merger Consideration Per Unit, and (ii) each Company common unit issued and outstanding immediately prior to the Company Effective Time will be converted into the right to receive the Company Common Merger Consideration Per Unit. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.”

Q: What will Management Company unitholders receive in the Business Combination?

A: At the effective time of the Management Company Merger, each Management Company Unit issued and outstanding immediately prior to the Management Company Effective Time will be converted into the right to receive the Management Company Merger Consideration Per Unit. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.”

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Q: What is the PIPE Investment?

A: In connection with the Business Combination and concurrently with the execution of the Merger Agreement, Broadmark Realty has entered into a subscription agreement with entities affiliated with Farallon Capital Management, L.L.C., which we refer to as the “Farallon entities,” for a private placement of Broadmark Realty common stock, pursuant to which Broadmark Realty will issue and sell to the Farallon entities approximately $75.0 million of shares of Broadmark Realty common stock immediately prior to the consummation of the Business Combination at a price per share equal to the Reference Price as defined in the Merger Agreement, referred to herein as the “PIPE Investment.” The PIPE Investment is conditioned on the substantially concurrent closing of the Mergers and other customary closing conditions. The proceeds from the PIPE Investment will be used, among other things, to help to fund the ongoing business operations of Broadmark Realty. For additional information, please see the section entitled “The Business Combination—PIPE Investment.”

Q: What equity stake will the current stockholders of Trinity, the Farallon entities and the current members of the Company Group hold in Broadmark Realty after the closing of the Business Combination?

A: It is anticipated that, upon completion of the Business Combination: (i) Trinity’s public stockholders will own approximately 27.6% of Broadmark Realty; (ii) the Trinity Sponsor will own approximately 3.4% of Broadmark Realty; (iii) the Farallon entities will own approximately 5.0% of Broadmark Realty; (iv) the Company Group’s unitholders will own approximately 62.9% of Broadmark Realty; and (v) the Management Companies unitholders, and their employees will own approximately 4.5% of Broadmark Realty. These levels of ownership interests assume that no shares of Trinity Class A common stock are elected to be redeemed by Trinity’s public stockholders.

The ownership percentages with respect to Broadmark Realty following the Business Combination do not take into account the warrants to purchase shares of Broadmark common stock that will remain outstanding immediately following the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Trinity’s existing stockholders in Broadmark Realty will be different. For more information, please see the sections entitled “The Business Combination—Total Shares of Broadmark Realty Common Stock to be Issued in the Business Combination” and “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

Q: Will Broadmark Realty obtain new financing in connection with the Business Combination other than the PIPE Investment?

A: No. In connection with the Business Combination and concurrently with the execution of the Merger Agreement, Broadmark Realty does not intend to obtain any new financing other than the PIPE Investment. In addition, the Farallon entities will have an option to purchase an additional $25.0 million of shares of Broadmark Realty common stock, exercisable at their election either in connection with or during the twelve month period following the consummation of the Business Combination. In connection the PIPE Investment, Broadmark Realty will issue to the Farallon entities warrants in an amount equal to the number of shares purchased by the Farallon entities pursuant to their initial $75.0 million investment (such warrants to be on substantially the same terms as the Broadmark Realty public warrants upon consummation of the business combination transaction). See the question “What is the PIPE Investment?” above.

Q: Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

A: With respect to the Trinity Merger, no dissenters’ or appraisal rights are available to Trinity Stockholders in connection with the Business Combination.

Members of each Company who do not vote in favor of the Company Group Business Combination Proposal and who otherwise satisfy the requirements of the WLLCA relating to dissenters’ rights are entitled to the fair value of such member’s interest in the applicable Company in lieu of receiving the merger consideration. For more information about such rights, see the provisions of Article XII of Chapter 25.15 of the WLLCA attached hereto as Annex F, and the section titled “ Special Meeting of the Members of Each of the Companies— Dissenters’ Rights for the Companies under the Washington Limited Liabilities Company Act ” in this joint proxy statement/prospectus.

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Q: What conditions must be satisfied to complete the Business Combination?

A: There are a number of closing conditions in the Merger Agreement, including the approval by Trinity stockholders of the Trinity Business Combination Proposal and the approval of the members of each of the Companies of the Company Group Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Merger Agreement.”

Q: Are there any arrangements to help ensure that Trinity will satisfy the condition in the Merger Agreement relating to the availability of sufficient funds?

A: Yes. In connection with the Business Combination and concurrently with the execution of the Merger Agreement, Broadmark Realty intends to consummate the PIPE Investment, which would be available to help Trinity to satisfy the closing condition in the Merger Agreement that Trinity hold at least $100 million following completion of the Business Combination. See the question “What is the PIPE Investment?” above.

Q: What happens if the Business Combination is not consummated?

A: There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “The Merger Agreement” for information regarding the parties’ specific termination rights.

If Trinity does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until November 17, 2019. If Trinity fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date, then Trinity will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Trinity public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish Trinity public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Trinity’s remaining stockholders and the Trinity board of directors, dissolve and liquidate, subject in each case to Trinity’s obligations under the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the initial public offering. Please see the section entitled “Risk Factors—Risks Related to Trinity” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the Trinity public warrants and private placement warrants, which will expire worthless if Trinity fails to complete an initial business combination by November 17, 2019 unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date.

If the Business Combination Proposal is not approved, the Company Group expects to continue its business in the same manner as previously conducted.

Q: When is the Business Combination expected to be completed?

A: The closing of the Business Combination is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “The Merger Agreement —Conditions to Complete the Business Combination.” The closing is expected to occur in the fourth quarter of 2019. The Merger Agreement may be terminated by Trinity or the Company Group if the closing of the Business Combination has not occurred by November 17, 2019 (the “Outside Date”); provided, however, that if Trinity receives approval from the Trinity Stockholders prior to November 17, 2019 to amend the amended and restated certificate of incorporation of Trinity to extend the date by which Trinity must complete its initial business combination to a date that is after November 17, 2019, the Outside Date shall be the earlier of such new date and December 31, 2019.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement—Conditions to Complete the Business Combination.”

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Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this joint proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a Trinity stockholder or Company member. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you were a holder of record of Trinity common stock on             , 2019, the record date for the Trinity Special Meeting, you may vote with respect to the proposals in person at the Trinity Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Trinity Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Trinity Special Meeting so that your shares will be voted if you are unable to attend the Trinity Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by              on             , 2019.

Voting in Person at the Meeting. If you attend the Trinity Special Meeting and plan to vote in person, you will be provided with a ballot at the Trinity Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Trinity Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Trinity Special Meeting and vote in person, you will need to bring to the Trinity Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Special Meeting of Trinity Stockholders.”

If you were a member of a Company on             , 2019, the record date for each of the Company Special Meetings, you may vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote, your proxy will be voted as recommended by the applicable Company’s board of directors and Management Company. You can also attend the applicable Company Special Meeting and vote in person even if you have previously submitted a proxy pursuant to any of the methods noted above. You will be given a ballot when you arrive.

Q: What will happen if I abstain from voting or fail to vote at the Trinity Special Meeting or applicable Company Group Special Meeting?

A: At the Trinity Special Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the effect of a vote against the Trinity Business Combination Proposal, the Approval and Adoption of the Incentive Plan Proposal and the Trinity Adjournment Proposal.

At a Company Special Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as a vote against the Company Group Business Combination Proposal.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by Trinity without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Trinity Special Meeting.

Signed and dated proxies received by the Companies without an indication of how the member intends to vote on a proposal will be voted “FOR” each proposal presented to the members.

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Q: If I am not going to attend the Trinity Special Meeting in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Trinity Special Meeting or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: If I am not going to attend the Company Special Meetings in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the applicable Company Special Meeting or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares of Trinity common stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Trinity believes that all of the proposals presented to the stockholders at the Trinity Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at such meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares of common stock. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Trinity Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Because members of the Companies do not hold units through banks or brokers, there will be no broker non-votes with respect to the voting of members at the Company Special Meetings.

Q: May Trinity stockholders change their vote after they have mailed their signed proxy card?

A: Yes. Trinity stockholders may change their vote by sending a later-dated, signed proxy card to Trinity’s Secretary at the Trinity address listed below so that it is received by Trinity’s Secretary prior to the Trinity Special Meeting or attend the Trinity Special Meeting in person and vote. Trinity stockholders also may revoke their proxy by sending a notice of revocation to Trinity’s Secretary, which must be received by Trinity’s Secretary prior to the Trinity Special Meeting.

Q: May Company members change their vote after they have mailed their signed proxy card?

A: Yes. Company members may change their vote by sending a later-dated, signed proxy card to Mr. Fountain at the Company address listed below so that it is received by the applicable Company prior to the applicable Company Special Meeting or attend the Company Special Meeting in person and vote. Company members also may revoke their proxy by sending a notice of revocation to the Company address listed below, which must be received prior to the applicable Company Special Meeting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies for the Trinity Special Meeting?

A: Trinity will pay the cost of soliciting proxies for the Trinity Special Meeting. Trinity has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Trinity Special Meeting. Trinity has agreed to pay        a fee

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of $      , plus disbursements, and will reimburse        for its reasonable out-of-pocket expenses and indemnify        and its affiliates against certain claims, liabilities, losses, damages and expenses. Trinity will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Trinity common stock for their expenses in forwarding soliciting materials to beneficial owners of Trinity common stock and in obtaining voting instructions from those owners. The directors, officers and employees of Trinity may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who will solicit and pay the cost of soliciting proxies for the Company Special Meetings?

A: The Management Companies will pay the cost of soliciting proxies for the Company Special Meetings. The Management Companies have engaged Alliance Advisors to assist in the solicitation of proxies for the Company Special Meetings. The Management Companies have agreed to pay Alliance Advisors a fee of $      , plus disbursements. Each Management Company and its managers, members, officers and employees may also solicit proxies in person. The Management Companies will bear the cost of the solicitation, which costs will be reimbursed by the post-combination company upon completion of the Business Combination.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card you should contact:

For Trinity Stockholders:
   
55 Merchant Street, Suite 1500
Honolulu, HI 96813
Telephone: (213) 318-0583
Attention: Sean A. Hehir
Email: IR@trinitymergercorp.com
   
You may also contact the proxy solicitor for Trinity at:
   
Okapi Partners LLC
1212 Avenue of the Americas, 24^th Floor
New York, New York 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (855) 208-8902
Email: info@okapipartners.com For Company Members:
   
For questions about the proposals:
1420 Fifth Avenue, Suite 2000
Seattle, WA 98101
Attn: Adam Fountain
   
For additional copies of this joint proxy
statement/prospectus:
Alliance Advisors
Telephone: (888) 991-1293
Email: broadmark@allianceadvisorsllc.com

To obtain timely delivery, Trinity stockholders and Company members must request the materials no later than       , 2019, or five business days prior to the date of the Trinity Special Meeting and the Company Special Meetings.

You may also obtain additional information about Trinity from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically) to the Transfer Agent prior to the Trinity Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your public shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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QUESTIONS AND ANSWERS ABOUT THE WARRANT AMENDMENT PROPOSAL

The questions and answers below highlight only selected information from this joint proxy statement/prospectus and only briefly address some commonly asked questions about the Warrant Holder Meeting and the proposed amendment to the w arrants. The following questions and answers do not include all the information that is important to Trinity w arrant h olders. Trinity w arrant h olders are encouraged to read carefully this entire joint proxy statement/prospectus , including the Annexes and the other documents referred to herein.

Q: What is the purpose of the amendment for which approval is being sought?

A: Approval is being sought from warrant holders as of the Record Date in order to approve the removal of the certain anti-dilution provisions from the warrants (including both the public warrants and the private placement warrants) relating to the payment of cash dividends. The warrants currently provide for an anti-dilution adjustment in the event that cash dividends are paid in an amount that, together with all other cash dividends paid in the preceding 365-day period, exceed $0.50 per share. It is a condition to the completion of the Mergers that the cash dividend anti-dilution provision be amended to permit Broadmark Realty to pay monthly or quarterly cash dividends, as well as any other dividends required to be paid in order for Broadmark Realty to maintain its status as a REIT or otherwise avoid the imposition of U.S. federal and state income and excise taxes. It is currently contemplated that Broadmark Realty will pay annual dividends in excess of $0.50 per share. As a result, absent an amendment, the existence of the anti-dilution adjustment would result in significant continuous dilution to holders of Broadmark Realty’s common stock as a result of the regular payment of dividends, which Trinity and the Companies believe would likely have a material adverse effect on the future market price of Broadmark Realty’s common stock. As a result, without the amendment, Trinity and the Companies believe it will not be feasible to reorganize as a REIT in connection with the Mergers.

In addition, the Warrant Amendment provides that, upon the completion of the Business Combination, (i) each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such warrants are exercisable), a cash payment of $1.60. Amended warrants will be exercisable only for a whole number of shares of common stock.

Q. When and where will the Warrant Holders Meeting be held?

A. The Warrant Holders Meeting will be held prior to the Shareholders Meeting at      :      , Eastern Time on            , 2019 at             , at            . Only Trinity public warrant holders at the close of business on            , 2019 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof.

Q. Who is entitled to vote at the Warrant Holders Meeting?

A. Trinity has fixed          , 2019 as the record date, or “Record Date.” If you were a Trinity public warrant holder at the close of business on the Record Date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a Trinity public warrant holder may only vote his, her or its warrants if he, she or it is present in person or is represented by proxy at the Warrant Holders Meeting.

Q. How do I vote?

A. If you are a record owner of warrants, there are two ways to vote your warrants at the Warrant Holders Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your Trinity public warrants, your Trinity public warrants will be voted as recommended by the Trinity Board “FOR” the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Warrant Holders Meeting will not be counted.

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You can attend the Warrant Holders Meeting and Vote in person. When you arrive, you will receive a ballot that you may use to cast your vote.

If your warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the warrants you beneficially own are properly counted. If you wish to attend the Warrant Holders Meeting and vote in person and your warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Trinity can be sure that the broker, bank or nominee has not already voted your warrants.

Q: What if I do not vote my Trinity warrants or if I abstain from voting?

A. The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Trinity public warrants. The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Trinity public warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.

Q: What do I do if I want to vote against the amendments?

A: If you are a Trinity public warrant holder at the close of business on the Record Date and you wish to vote against the Warrant Amendment Proposal, you should sign and return your proxy card indicating a vote “AGAINST.” Alternatively, you may vote in person at the Warrant Holders Meeting. If you are a Trinity public warrant holder at the close of business on the Record Date and you do not sign and return your proxy card to your broker or vote in person at the Warrant Holders Meeting, that will have the same effect as a vote against the Warrant Amendment Proposal.

Q: What will happen to the warrants if the Warrant Amendment Proposal is not approved?

A: Amending the cash dividend anti-dilution provision of the Trinity warrants is a condition to completion of the Mergers. As a result, if the Warrant Amendment Proposal is not approved, the Mergers will not be completed. If the Mergers are not completed, Trinity may need to liquidate and the warrants may expire worthless.

Q: What changes will be made to the terms of the warrants if the Warrant Amendment becomes operative?

A: We encourage you to review the text of the proposed Warrant Amendment attached as Annex H to this joint proxy statement/prospectus. Please see the section entitled “The Warrant Amendment” for additional information.

Q: What is the Record Date?

A: The Record Date will be the close of business on          , 2019. All public warrant holders of record at the close of business on this date will be entitled to vote on the Warrant Amendment.

Q: What percentage of outstanding warrants must submit written consents for the Warrant Amendment to be approved?

A: Trinity must receive consents representing 65% of the outstanding public warrants for the Warrant Amendment to be approved.

Q: If the Warrant Amendment is approved, when will it become effective?

A: The Warrant Amendment will not become effective unless and until the Mergers are completed.

Q: In addition to receiving the necessary approval from public warrant holders, what are the other conditions to the Warrant Amendment?

A: All other conditions to the completion of the Merger must be satisfied for the Warrant Amendment to become operative. If such conditions are not satisfied or the Merger does not occur for any reason, the Warrant Amendment will not become operative.

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Q: What is the Warrant Cash Payment and will I be entitled to receive the Warrant Cash Payment?

A: The Warrant Amendment provides that, upon the completion of the Business Combination, the cash dividend anti-dilution provision of the warrant agreement will be amended to permit Broadmark Realty to pay monthly cash dividends, and (i) each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such Trinity public warrant (in exchange for the Warrant Amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Trinity public warrants are exercisable), a cash payment of $1.60. If the Warrant Amendment Proposal is approved and the Business Combination is completed, all holders of Trinity public will receive the warrant cash payment in respect of their public warrants.

Q: When will I receive any Warrant Cash Payment I am owed?

A: Assuming the Warrant Amendment is approved and the Business Combination is completed, all Trinity public warrant holders will be entitled to receive the Warrant Cash Payment promptly following consummation of the Mergers. If the Mergers are not consummated, the Warrant Amendment will not take effect and no Warrant Cash Payment will be paid.

Q: If I am a Trinity warrant holder and am not a Trinity stockholder, what are the U.S. federal income tax consequences to me if the Warrant Amendment is approved and the Business Combination is consummated?

A: While there are no legal authorities which are directly on point, Trinity intends to take the position that a U.S. Holder whose Trinity public warrant is modified by the Warrant Amendment and pursuant to the Business Combination converted into a Broadmark Realty warrant will be deemed to have received such Broadmark Realty warrant in exchange for a Trinity public warrant and the receipt of the Warrant Cash Payment in a taxable transaction in which gain or loss is recognized.

Please see the section entitled “ Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment ” for additional information. You are urged to consult your tax advisors regarding the tax consequences of the Business Combination and the Warrant Amendment.

Q: If I purchase Trinity public warrants after the Record Date, am I entitled to vote on the Warrant Amendment?

A: No. Only Trinity public warrant holders on the Record Date will be eligible to vote on the Warrant Amendment. If you purchase Trinity public warrants after this date, you will not be entitled to vote on the Warrant Amendment nor to receive any Warrant Cash Payment.

Q: Who do I call if I have any questions about how to vote or any other questions relating to the Warrant Amendment Proposal or the Warrant Amendment?

A: Questions concerning the terms of the Warrant Amendment Proposal should be directed to Trinity’s proxy agent by telephone at                 or collect at                                               or to the Transfer Agent by telephone at        or collect at         . Requests for assistance in voting or requests for additional copies of this joint proxy statement/prospectus or other related documents should be directed to the Transfer Agent by telephone at        (Banks and Brokers) or       (toll free), in writing at 17 Battery Place, New York, New York 10004 and via email at mzimkind@continentalstock.com. While each of the proxy agent and the Transfer Agent will be available to answer questions about the Warrant Amendment Proposal, neither of them will make any recommendation as to whether or not holders should vote for or against the Warrant Amendment Proposal.

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SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Trinity Special Meeting and each Company Special Meeting, you should read the entire joint proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Broadmark Realty

Broadmark Realty (currently Trinity Sub Inc.) is a Maryland corporation and a direct wholly owned subsidiary of Trinity that was incorporated on July 26, 2019. Broadmark Realty intends to elect to qualify as a REIT commencing with its taxable year ending December 31, 2019. Broadmark Realty intends to apply for listing of the Broadmark Realty common stock on the NYSE under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS.”

The mailing address of Broadmark Realty’s principal executive office is 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101, and its telephone number is (206) 623-1200.

Trinity

Trinity is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Trinity consummated its initial public offering on May 17, 2018, generating gross proceeds of $357.4 million, which includes proceeds from the private placement of the private placement warrants to the Trinity Sponsor.

Trinity Units, Class A common stock and warrants are traded on Nasdaq under the symbols “TMCXU,” “TMCX” and “TMCXW,” respectively. Upon the closing of the Business Combination, it is anticipated that the Trinity securities will be delisted from Nasdaq.

The mailing address of Trinity’s principal executive office is 55 Merchant Street, Suite 1500, Honolulu, HI 96813.

Broadmark Entities

PBRELF I commenced operations in 2010 with a focus on originating loans in the Pacific Northwest region of the United States. At June 30, 2019, PBRELF I had 113 loans outstanding with an aggregate face value of approximately $456.6 million.

BRELF II commenced operations in 2014 with a focus on the Mountain West region of the United States. At June 30, 2019, BRELF II had 108 loans outstanding with an aggregate face value of approximately $595.1 million.

BRELF III commenced operations in 2018 with a focus on the Southeast region of the United States. At June 30, 2019, BRELF III had 41 loans outstanding with an aggregate face value of approximately $23 million.

BRELF IV commenced operations in 2019 with a focus on the Mid-Atlantic region of the United States. At June 30, 2019, BRELF IV had two loans outstanding with an aggregate face value of approximately $2.5 million.

MgCo I is the manager of PBRELF I.

MgCo II is the manager of BRELF II.

MgCo III is the manager of BRELF III.

MgCo IV is the manager of BRELF IV.

The mailing address of the Company Group’s principal executive office is 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101.

1

The Business Combination

General

On August 9, 2019, Trinity Sub Inc. (to be renamed Broadmark Realty), Merger Sub I, Merger Sub II and the Company Group entities entered into an Agreement and Plan of Merger, which provides for, among other things: (i) the Trinity Merger; (ii) the Company Merger and (iii) the Management Company Merger. For more information about the transactions contemplated in the Merger Agreement, please see the sections entitled “ The Business Combination ” and “ The Merger Agreement . ” A copy of the Merger Agreement is included in this joint proxy statement/prospectus as Annex A.

Structure of the Business Combination

In connection with the closing of the Business Combination contemplated by the Merger Agreement, the parties will undertake the following transactions:

• the Trinity Merger;

• the Company Merger; and

• the Management Company Merger.

Organizational Structure

The following diagram illustrates the structure of the post-combination company immediately following the Business Combination and the transactions:

 

* Ownership percentages on the left assume no public stockholders have redeemed their shares for cash; ownership percentages on the right assume that 12.0 million shares of common stock have been redeemed by Trinity public stockholders. Both ownership percentages assume that no Company Group members have redeemed their units for cash.

Following completion of the Business Combination, Merger Sub II will own the assets of each of the Companies (hereafter referred to as the “Mortgage Subsidiary”), and Trinity will conduct the business of each of the Management Companies, which following the completion of the Business Combination, is referred to as the “Company Group Internal Manager.”

After the completion of the Business Combination, Broadmark Realty expects to launch a private real estate lending company, referred to herein as the “Private REIT,” that anticipates electing to be taxed as a REIT at such time that it is able to comply with the various tests for qualification as a REIT. The Private REIT will be managed by a direct or indirect subsidiary of Broadmark Realty, referred to herein as the “Private REIT Manager,” which Broadmark Realty will form as a direct or indirect subsidiary. The Private REIT will seek to raise capital on a private placement basis for the purpose of offering short-term, first deed of trust loans secured by real estate to real estate owners and developers to fund their acquisition, renovation, rehabilitation or development of residential or

2

commercial properties. After the Business Combination, it is expected that Broadmark Realty’s management team will cause Broadmark Realty, and the Private REIT Manager will cause the Private REIT, to participate in originating new mortgages pro rata based on available capital.

Upon consummation of the Business Combination, the Company Group Internal Manager and the Mortgage Subsidiary will be wholly owned subsidiaries of Broadmark Realty.

The Mortgage Subsidiary will be a disregarded entity for U.S. federal income tax purposes. As such, the taxable income of the Mortgage Subsidiary will be included in the taxable income reported by Broadmark Realty, which intends to elect to be taxed as a REIT in connection with the transaction. Additionally, an election will be made to treat the Company Group Internal Manager as a taxable REIT subsidiary, and the Company Group Internal Manager will be subject to income taxation as an ordinary corporation. The Company Group Internal Manager will manage the Mortgage Subsidiary’s real estate loan portfolio following the Business Combination. Additionally, if the Private REIT is not formed as a subsidiary of Trinity, an election will be made to treat the Private REIT Manager as a taxable REIT subsidiary, and the Private REIT Manager will be subject to income taxation as an ordinary corporation.

Consideration to Be Received in the Business Combination

Trinity Stockholders and Warrant Holders

Pursuant to the Merger Agreement, in the Trinity Merger, each share of Trinity Class A common stock and Trinity Class B common stock, which we refer to collectively as the “Trinity common stock,” issued and outstanding immediately prior to the effective time of the Trinity Merger (other than certain shares surrendered by the Trinity Sponsor (as described below) and shares redeemed pursuant to Trinity’s amended and restated certificate of incorporation) will be cancelled and retired and automatically converted into the right to receive one share of Broadmark Realty common stock. At the effective time of the Trinity Merger, the Trinity Sponsor will surrender and transfer to Trinity, for no consideration, 3,801,360 shares of Trinity Class B common stock pursuant to and in accordance with the terms of the Sponsor Agreement.

Additionally, upon completion of the Business Combination, (i) each Trinity public warrant outstanding, which currently entitles the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such Trinity public warrant (in exchange for the Warrant Amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Trinity Warrants are exercisable), a cash payment of $1.60.

Company Members

In the Company Merger, each preferred unit of each Company issued and outstanding immediately prior to the effective time of the Company Merger (other than units belonging to members properly exercising their dissenters’ rights in accordance with the requirements of Washington law) will be cancelled and retired and automatically converted into the right to receive a number of shares of Broadmark Realty common stock equal to (i) the members' equity in a Company attributable to all preferred unit holders in such Company, net of REIT loan loss reserves, divided by (ii) the number of preferred units of such Company outstanding immediately prior to the effective time of the Company Merger, and divided by (iii) the “Reference Price,” which is the value of the funds held in the Trust Account as of the close of business on the business day immediately preceding the closing, divided by the number of outstanding shares of Trinity Class A common stock, subject to certain exceptions and adjustments.

Additionally, in the Company Merger, each common unit of each Company issued and outstanding immediately prior to the effective time of the Company Merger will be cancelled and retired and automatically converted into the right to receive a number of shares of Broadmark Realty common stock equal to (i) $64,338,000, divided by (ii) the Reference Price, and (iii) after payment of certain fees and expenses related to the termination of certain referral agreements, allocated among the Companies and the Company common units, subject to certain exceptions and adjustments.

Management Company Members

In the Management Company Merger, each unit of each Management Company issued and outstanding immediately prior to the effective time of the Management Company Merger will be cancelled and retired and automatically converted into the right to receive an amount in cash equal to (i) $98,162,000 less (ii) the amount of

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Company Transaction Expenses that are unpaid as of the closing of the Business Combination and the Reimbursed Transaction Expenses, in each case only to the extent they are, in the aggregate, in excess of the Company Transaction Expense Cap, plus (iii) the Reimbursed Transaction Expenses, less (iv) any outstanding indebtedness of the Company Group on the day immediately preceding the closing of the Business Combination (other than any unpaid bonuses, change of control payments, severance and obligations for deferred compensation, together with the employer's portion of any employment taxes associated with such payments). The Management Company Consideration, after payment of certain fees and expenses related to the termination of certain referral agreements, will then be allocated among each Management Company and each holder of Management Company units.

Conditions to Complete the Business Combination

The respective obligations of the parties to consummate the transactions contemplated by the Merger Agreement, referred to herein as the “Transactions,” are conditioned upon:

• no law or injunction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect;

• Trinity and each of the Companies, respectively, having received the affirmative vote of the holders of the requisite number of shares of Trinity common stock, in the case of Trinity, or the affirmative vote of a majority of the members of each Company, in the case of the Companies, necessary to approve the Merger Agreement and the Transactions, and the Incentive Plan, as applicable;

• Trinity having provided the holders of its Class A common stock the opportunity to elect to have their Class A common stock redeemed for the consideration, and on the terms and subject to the terms and limitations, set forth in the Trinity organizational documents, the Trinity trust agreement and this joint proxy statement/prospectus;

• Trinity having at least $5,000,001 of net tangible assets following the exercise by the holders of Trinity’s Class A common stock of their right to convert their Class A common stock held by them in accordance with Trinity’s organizational documents;

• Trinity having received the affirmative vote of the holders of the requisite number of Trinity warrants necessary to amend the warrant agreement with respect to the Trinity warrants to remove certain anti-dilution provisions contained therein relating to the payment of cash dividends;

• Broadmark Realty and Trinity having no less than $100,000,000 of cash after giving effect to the PIPE Investment, the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed pursuant to Trinity’s amended and restated certificate of incorporation and payment of the Management Companies consideration and Company Group’s and Trinity’s transaction expenses and any indebtedness;

• the PIPE Investment having been consummated immediately prior to the effective time of the Management Company Merger;

• the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part having become effective and no stop order suspending the effectiveness of such registration statement being in effect and no proceedings for that purpose shall have been initiated or threatened;

• the Broadmark Realty common stock to be issued in connection with the Mergers having been approved for listing on the NYSE, subject to official notice of issuance and the requirement to have a sufficient number of round lot holders; provided that if such securities are not listed on the NYSE, Broadmark Realty common stock is required to be listed on Nasdaq;

• Trinity having received, and the Companies having received a copy of, a written opinion of Gibson Dunn to the effect that the Company Merger, the Trinity Merger and the PIPE Investment should be considered part of an overall plan in which the Trinity stockholders holding Trinity Class A common stock exchange their shares of Trinity Class A common stock for Broadmark Realty common stock in an exchange described in Section 351 of the Code; and

• Broadmark Realty having received a written opinion of Gibson Dunn to the effect that, commencing with the beginning of Broadmark Realty’s taxable year ending December 31, 2019 and through the closing date of the Mergers, Broadmark Realty has been organized and has operated in conformity with the

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requirements for qualification and taxation as a REIT under Sections 856 through 860 of the Code and its current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its initial taxable year and subsequent taxable years.

Trinity

The obligations of Trinity to consummate the Transactions are conditioned upon:

• the accuracy of the representations and warranties of the Companies and the Management Companies (subject to certain bring-down standards);

• the Companies and the Management Companies having performed or complied in all material respects with all obligations and covenants required to be performed or complied with by the Companies and the Management Companies prior to or at the time of closing;

• no material adverse effect having occurred, or any event, circumstance, change, development or effect having occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a material adverse effect;

• receipt of a closing statement from the Companies;

• no Company having redeemed units representing more than twenty-five percent of such Company’s total assets, calculated on a rolling twelve-month basis, and each Company’s total members’ equity attributable to the holders of the preferred units of such Company, in aggregate, determined as of the close of business on the business day immediately preceding the closing, being not less than $800,000,000;

• delivery of a certificate certifying as to the Companies’ compliance with certain conditions set forth in the Merger Agreement;

• delivery of a certificate certifying as to the Management Companies’ compliance with certain conditions set forth in the Merger Agreement;

• Broadmark Realty receiving written opinions of Bryan Cave regarding each Company’s qualification and taxation as a REIT under the Code; and

• Broadmark Realty receiving a written opinion of Bryan Cave to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.

Company Group

The obligations of the Company Group to consummate the Mergers and the other transactions contemplated by the Merger Agreement are subject to the satisfaction (or written waiver by the Company Group, in whole or in part, to the extent such conditions can be waived) at or prior to the closing, of certain conditions, including:

• the accuracy of the representations and warranties of Trinity and Broadmark Realty (subject to certain bring-down standards);

• Trinity and Broadmark Realty shall have performed or complied in all material respects with all obligations and covenants required to be performed or complied with by Trinity and Broadmark Realty prior to or at the time of closing;

• the transactions contemplated by the Sponsor Agreement shall have been consummated;

• receipt of a closing statement from Trinity; and

• delivery of a certificate certifying as to Trinity’s and Broadmark Realty’s compliance with certain conditions set forth in the Merger Agreement.

Fairness Opinions of CSCA

The Company Group engaged CSCA to render opinions as to the fairness, from a financial point of view, of the consideration to be received by the preferred unitholders of each of the Companies in the proposed Business Combination pursuant to the Merger Agreement. CSCA is an investment banking firm that regularly is engaged in the evaluation of real estate business and REITs and their securities in connection with acquisitions, corporate

5

restructuring, private placements and for other purposes. The boards of directors of the Companies and the boards of managers of their corresponding Management Companies decided to use the services of CSCA because it is a recognized investment banking firm that has substantial experience in real estate, REITs and similar matters.

CSCA rendered their oral opinions to the boards of directors of the Companies and their corresponding Management Companies on August 9, 2019 (which were subsequently confirmed in writing by delivery of CSCA’s written opinions dated the same date) that, as of August 9, 2019, the consideration to be received by the preferred unitholders of each of the Companies in the proposed Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to the preferred unitholders of the Companies.

Third Party Advisors

The parties to the Merger Agreement have engaged legal, accounting and financial third party advisors in connection with the proposed Business Combination, including the financial advisors CSCA, B. Riley FBR, Inc., hereinafter referred to as “B. Riley FBR,” and Raymond James & Associates, Inc., hereinafter referred to as “Raymond James,” the legal advisors Gibson, Dunn & Crutcher LLP, Bryan Cave Leighton Paisner LLP, Venable LLP, and the accounting advisors Moss Adams LLP and Ernst & Young LLP, among others. As of the date of this joint proxy statement/prospectus, the fees to be paid to the financial advisors is estimated to be approximately $29 million, which amount is entirely contingent on the consummation of the Business Combination. The remainder of all fees payable to all other third party advisors is estimated to be approximately $9 million, none of which is contingent to the consummation of the Business Combination.

Certain Agreements Related to the Business Combination

In addition to the Merger Agreement, the parties to the Merger Agreement and Trinity Sponsor, and, where applicable, their respective directors, officers and members entered into various other agreements to effect the Business Combination and provide a framework for the relationship between such parties leading up to and after the consummation of the Business Combination. These agreements include voting agreements pertaining to Trinity common stock and interests in members of the Company Group; an agreement providing for the surrender of certain shares of Trinity common stock, private placement warrants and rights by Trinity Sponsor; employment agreements covering continued employment of certain Company Group personnel at Broadmark Realty; equity lock-up agreements restricting equity sales by such parties; and agreements containing restrictive covenants on hiring and employee solicitation, competition, confidentiality, non-disparagement and use of certain of the Company Group’s intellectual property. To the extent rights or obligations in these agreements contemplate activities of the parties after the Business Combination, performance of the obligations in these agreements is contingent upon consummation of the Business Combination.

Material U.S. Federal Income Tax Considerations

Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment

Assuming that the Mergers are completed as currently contemplated, the exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Code for stockholders exchanging Trinity Class A common stock for Broadmark Realty common stock, and it is a condition of each party’s obligation to complete the Mergers that Gibson Dunn render an opinion to Trinity to that effect.

Assuming the Trinity Merger qualifies as a Section 351 exchange, (i) a U.S. Holder (as defined below in “ Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty ”) who owns Trinity Class A common stock (but not any Trinity public warrants) and who solely exchanges such Trinity Class A common stock for Broadmark Realty common stock generally is not expected to recognize gain or loss as a result of such exchange and (ii) a U.S. Holder who owns Trinity Class A common stock and Trinity public warrants and who exchanges such Trinity Class A common stock for Broadmark Realty common stock and who is deemed to exchange Trinity public warrants for Broadmark Realty warrants and the Warrant Cash Payment generally is expected to recognize gain (if any) but not loss with respect to each share of Trinity Class A common stock and Trinity public warrant held immediately prior to the Trinity Merger (after giving effect to any redemptions of Trinity Class A common stock) and Warrant Amendment.

While there are no legal authorities which are directly on point, Trinity intends to take the position that a U.S. Holder of a Trinity public warrant (but not Trinity Class A common stock) whose Trinity public warrant is modified

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into a Broadmark Realty warrant will be deemed to have received such Broadmark Realty warrant in exchange for a Trinity public warrant and the receipt of the Warrant Cash Payment in a taxable transaction in which gain or loss is recognized.

You should read “ Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty ” beginning on page 106 for a more complete discussion of the material U.S. federal income tax consequences of the Business Combination and the Warrant Amendment. The tax consequences of the Business Combination and the Warrant Amendment to you will depend on your particular facts and circumstances. You should consult your tax advisor to determine the particular tax consequences of the Business Combination and the Warrant Amendment to you.

Material U.S. Federal Income Tax Consequences of the Company Merger

The Companies and Broadmark Realty intend for the Company Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Mergers that Broadmark Realty receives a written opinion of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, to the effect that the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Company Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a holder of units of a Company generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of such units for shares of Broadmark Realty common stock. You should read “Certain Material U.S. Federal Income Tax Considerations of the Company Merger” for a more detailed discussion of the material U.S. federal income tax consequences of the Company Merger. The tax consequences of the Company Merger to you will depend on your particular facts and circumstances. You should consult your own tax advisor to determine the particular tax consequences (including the applicability and effect of any state, local or non-U.S. income and other tax laws) to you of the Company Merger.

Rights of Appraisal and Dissent

Appraisal Rights for Trinity Stockholders under Delaware Law

Appraisal rights are not available to holders of shares of Trinity common stock in connection with the Business Combination.

Dissenters’ Rights for the Company Members under the Washington Limited Liability Company Act

Members of each Company who do not vote in favor of the Broadmark Business Combination Proposal and who otherwise satisfy the requirements of Washington law relating to dissenters’ rights are entitled to the fair value of such member’s interest in the applicable Company in lieu of receiving the merger consideration. For more information about such rights, see the provisions of Article XII of Chapter 25.15 of the WLLCA attached hereto as Annex F, and the section titled “ Special Meeting of the Members of Each of the Companies— Dissenters’ Rights for the Companies under the Washington Limited Liability Company Act ” in this joint proxy statement/prospectus.

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The Warrant Amendment

As a REIT, Broadmark Realty generally will be required to pay out at least 90% of its annual income as a dividend in order to continue to qualify as a REIT and a greater amount to not be subject to corporate level taxation. The warrants currently provide for an anti-dilution adjustment in the event that cash dividends are paid in an amount that, together with all other cash dividends paid in the preceding 365-day period, exceed $0.50 per share. It is a condition to the completion of the Mergers that the cash dividend anti-dilution provision be amended to permit Broadmark Realty to pay monthly and quarterly cash dividends, as well as any other dividends required to be paid in order for Broadmark Realty to maintain its status as a REIT or otherwise avoid the imposition of U.S. federal and state income and excise taxes, without adjustment to the warrant exercise price. It is currently contemplated that Broadmark Realty will pay annual dividends well in excess of $0.50 per share. As a result, absent an amendment, the existence of the anti-dilution adjustment would result in significant continuous reduction in the exercise price of the warrants resulting in material dilution to holders of Broadmark Realty’s common stock. Trinity and the Companies believe this dilution to holders of Broadmark Realty’s common stock would likely have a material adverse effect on the future market price of Broadmark Realty’s common stock, and as a result, without the amendment, Trinity and the Companies believe it will not be feasible to reorganize as a REIT in connection with the Mergers.

The Warrant Amendment proposes to amend Section 4.1.2 of the warrant agreement in order to modify this provision to permit Broadmark Realty to pay monthly and quarterly cash dividends, as well as any other dividends that are required to be paid in order for Broadmark Realty to maintain its status as a REIT or avoid the imposition of U.S. federal and state income and excise taxes. The complete text of the Warrant Amendment is included in Annex H hereto.

Amending the cash dividend anti-dilution provision was made a condition to completion of the Mergers. If the amendment to the cash dividend anti-dilution is not obtained, the Mergers will not be completed. If the Mergers are not completed, Trinity may need to liquidate and the warrants may expire worthless. For the proposed text of the amendment, please see Annex H to this joint proxy statement/prospectus.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF TRINITY

The following tables set forth summary financial information and operating data for Trinity. You should read the following summary financial information and operating data in conjunction with the section entitled “ Trinity Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and Trinity’s condensed financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. Trinity derived the summary historical financial data and other financial data for the year ended December 31, 2018 and the summary balance sheet data as of December 31, 2018 from Trinity’s audited condensed financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. Trinity derived the summary statements of operations data and other financial data for the three and six month periods ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from Trinity’s unaudited interim condensed financial statements included elsewhere in this joint proxy statement/prospectus. Trinity’s unaudited interim condensed financial statements have been prepared on the same basis as Trinity’s audited condensed financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in Trinity’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. Trinity’s historical results may not be indicative of the results that may be achieved in the future.

Condensed Statements of Operations

	Six Months Ended June 30,			For the Period from January 24, 2018 (inception) through June 30,			For the Period from January 24, 2018 (inception) through December 31,
	2019			2018			2018
	(unaudited)			(unaudited)			(audited)
Formation and operating costs	$	1,920,634		$	183,006			552,724
Loss from operations		(1,920,634	)		(183,006	)		(552,724	)
Other income:
Interest income on marketable securities held in Trust Account		4,261,462			775,735			4,533,775
Income before provision for income taxes		2,340,828			592,729			3,981,051
Provision for income taxes		(940,957	)		(152,404	)		(836,021	)
Net income (loss)	$	1,399,871		$	440,325		$	3,145,030
Weighted average shares outstanding of Class A common stock		34,500,000			34,500,000			34,500,000
Basic and diluted net income per share, Class A	$	0.09		$	0.02		$	0.13
Weighted average shares outstanding of Class B common stock		8,625,000			8,625,000			8,625,000
Basic and diluted net loss per share, Class B	$	(0.21	)	$	(0.02	)	$	(0.15	)

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Condensed Balance Sheets

	June 30, 2019		December 31, 2018
	(unaudited)		(audited)
Assets
Current Assets
Cash	$	314,416	$	650,629
Prepaid expenses		94,923		47,730
Cash and marketable securities held in Trust Account		358,742,076		—
Total Current Assets	$	359,151,415	$	698,359
Cash and marketable securities held in Trust Account		—		355,633,275
Total Assets	$	359,151,415	$	356,331,634
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	1,579,767	$	130,814
Income taxes payable		6,978		36,021
Total Current Liabilities	$	1,586,745	$	166,835
Deferred underwriting fee payable		15,525,000		15,525,000
Total Liabilities	$	17,111,745	$	15,691,835
Commitments
Common stock subject to possible redemption, 32,417,852 and 32,572,779 shares at redemption value at June 30, 2019 and December 31, 2018, respectively		337,039,669		335,639,798
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 2,082,148 and 1,927,221 issued and outstanding (excluding 32,417,852 and 32,572,779 shares subject to possible redemption) at June 30, 2019 and December 31, 2018, respectively		208		193
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2019 and December 31, 2018		863		863
Additional paid-in capital		454,029		1,853,915
Retained earnings		4,544,901		3,145,030
Total Stockholders’ Equity		5,000,001		5,000,001
Total Liabilities and Stockholders’ Equity	$	359,151,415	$	356,331,634

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SUMMARY HISTORICAL FINANCIAL DATA OF THE COMPANY GROUP

PBRELF I

The following tables set forth summary financial information and operating data for PBRELF I. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—PBRELF I ,” and PBRELF I’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the year ended December 31, 2018, and the summary balance sheet data as of December 31, 2018, from PBRELF I’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the years ended December 31, 2017 and 2016, and the summary balance sheet data as of December 31, 2017, from PBRELF I’s audited consolidated financial statements as of December 31, 2017 and for the years ending December 31, 2017 and 2016 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company Group’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. PBRELF I’s historical results may not be indicative of the results that may be achieved in the future.

PBRELF I Statement of Operations

	Six months ended June 30,				Years ended December 31,
	2019		2018		2018			2017			2016
Investment income
Interest income	$	20,969,210	$	13,953,116	$	31,794,623		$	20,731,092		$	17,846,562
Fee income		1,796,309		1,368,064		3,623,261			2,380,506			1,816,486
Other		—		—		—			—			2,844
Total investment income	$	22,765,519	$	15,321,180	$	35,417,884		$	23,111,598		$	19,665,892
Expense
Provision for loan losses		239,904		339,672		1,615,506			—			—
Real estate properties, net of gains		686,345		—		(397,855	)		—			—
Professional fees		253,469		68,381		272,829			140,175			93,178
Taxes		126,278		37,430		115,267			42,792			102,473
Other		11,094		10,307		18,527			15,424			19,191
Total expenses	$	1,317,090	$	455,790	$	1,624,274		$	198,391		$	214,842
Net investment income/net income	$	21,448,429	$	14,865,390	$	33,793,610		$	22,913,207		$	19,451,050
Losses on investment in real estate properties
Realized									(137,256	)		—
Unrealized									(330,190	)		(137,540	)
Net increase in members’ equity from operations								$	22,445,761		$	19,313,510
Comparative net income	$	21,448,429	$	14,865,390	$	33,793,610		$	22,445,761		$	19,313,510

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PBRELF I Balance Sheet Data

	As of June 30, 2019			As of December 31,
				2018			2017
Assets
Cash and cash equivalents	$	118,046,867		$	43,973,095		$	33,321,574
Mortgage notes receivable, net		294,701,950			303,992,370			194,769,364
Interest and fees receivable		1,828,147			791,576			251,157
Investment in real estate property, net		5,643,577			10,381,543			8,502,724
Other receivables		3,500,474			1,588,810
Total assets	$	423,721,015		$	360,727,394		$	236,844,819
Liabilities and members’ equity
Liabilities
Accounts payable and accrued expenses	$	1,344,060		$	1,229,860		$	256,292
Dividends payable		3,332,057			3,229,864			2,326,598
Contributions received in advance		19,249,250			8,449,738			2,772,559
Total liabilities	$	23,925,367		$	12,909,462		$	5,355,449
Commitments and contingencies
Preferred units - preferred units (voting)		401,190,853			348,727,085			231,489,370
Common units, $0 par value, 1 unit authorized:		—			—			—
Accumulated deficit		(1,395,205	)		(909,153	)		—
Members’ equity	$	399,795,648		$	347,817,932		$	231,489,370
Total liabilities and members’ equity	$	423,721,015		$	360,727,394		$	236,844,819

Due to PBRELF I’s REIT election on October 1, 2018, the financial statements as of and for the year ended December 31, 2018 reflect Net Income in accordance with accounting principles generally accepted under U.S. GAAP. For the years ended December 31, 2017 and 2016, PBRELF I met the guidelines ASC 946, which caused it to report Net increase to members’ equity from operations, which is compared to 2018 net income. Comparative Net Income is a term used to compare Net income to prior periods net increase to members equity from operations.

BRELF II

The following tables set forth summary financial information and operating data for BRELF II. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF II, ” and BRELF II’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the year ended December 31, 2018, and the summary balance sheet data as of December 31, 2018, from BRELF II’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the years ended December 31, 2017 and 2016, and the summary balance sheet data as of December 31, 2017, from BRELF II’s audited consolidated financial statements as of December 31, 2017 and for the years ending December 31, 2017 and 2016 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company Group’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. BRELF II’s historical results may not be indicative of the results that may be achieved in the future.

12

BRELF II Statement of Operations

	Six months ended June 30,					Years ended December 31,
	2019			2018		2018		2017		2016
Investment income
Interest income	$	22,168,441		$	9,799,570	$	26,084,146	$	11,040,722	$	5,027,198
Fee income		2,521,120			1,563,258		3,687,767		1,658,703		627,274
Other		—			—		—		236		301
Total investment income	$	24,689,561		$	11,362,828	$	29,771,913	$	12,699,661	$	5,654,773
Expense
Provision for loan losses		(167,146	)		278,292		167,142		—		—
Real estate properties, net of gains		(167,587	)		166,142		234,873		—		—
Professional fees		156,109			51,350		199,850		91,953		51,370
Taxes		—			—		—		—		—
Other		20,529			14,750		41,133		17,012		10,021
Total expenses	$	(158,095	)	$	510,534	$	642,998	$	108,965	$	61,391
Net investment income/Net Income	$	24,847,656		$	10,852,294	$	29,128,915	$	12,590,696	$	5,593,382
Losses on investment in real estate properties
Realized
Unrealized
Net increase in members’ equity from operations								$	12,590,696	$	5,593,382
Comparative Net Income	$	24,847,656		$	10,852,294	$	29,128,915	$	12,590,696	$	5,593,382

BRELF II Balance Sheet Data

	As of June 30, 2019		As of December 31,
			2018			2017
Assets
Cash and cash equivalents	$	54,344,691	$	62,851,974		$	31,897,657
Mortgage notes receivable, net		411,748,728		278,039,620			123,322,074
Interest and fees receivable		792,879		443,040			106,766
Investment in real estate property, net		—		1,709,729			1,311,550
Total assets	$	466,886,298	$	343,044,363		$	156,638,047
Liabilities and members’ equity
Liabilities
Accounts payable and accrued expenses	$	1,165,399	$	368,123		$	334,281
Dividends payable		4,211,710		3,000,497			1,366,610
Contributions received in advance		18,278,305		15,987,507			4,597,233
Total liabilities	$	23,655,414	$	19,356,127		$	6,298,124
Commitments and contingencies
Preferred units - preferred units (voting)		443,114,279		324,035,624			150,339,923
Common units, $0 par value, 1 unit authorized:		—		—			—
Retained earnings (accumulated deficit)		116,605		(347,388	)		—
Members’ equity	$	443,230,884	$	323,688,236		$	150,339,923
Total liabilities and members’ equity	$	466,886,298	$	343,044,363		$	156,638,047

13

BRELF III

The following tables set forth summary financial information and operating data for BRELF III. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF III, ” and BRELF III’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the period from January 24, 2018 (date of inception) through December 31, 2018, and the summary balance sheet data as of December 31, 2018, from BRELF III’s audited financial statements as of December 31, 2018 and for the period from January 24, 2018 (date of inception) through December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited financial statements have been prepared on the same basis as the Company Group’s audited financial statements as of December 31, 2018 and for the period from January 24, 2018 (date of inception) through December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. BRELF III’s historical results may not be indicative of the results that may be achieved in the future.

BRELF III Statement of Operations

	Six months ended June 30,				January 24, 2018 through December 31, 2018
	2019		2018
Investment income
Interest income	$	918,240	$	101,507	$	549,961
Fee income		96,621		34,180		103,764
Total investment income	$	1,014,861	$	135,687	$	653,725
Expense
Professional fees		66,131		4,062		—
Other	$	16,250		—	$	17,112
Total expenses	$	82,381	$	4,062	$	17,112
Net investment income/Net income before provision for income taxes		932,480		131,625		636,613
Provision for income taxes		—		—		90,000
Net income	$	932,480	$	131,625	$	546,613
Comparative Net Income	$	932,480	$	131,625	$	546,613

14

BRELF III Balance Sheet Data

	As of June 30, 2019			As of December 31, 2018
Assets
Cash and cash equivalents	$	7,447,783		$	4,124,069
Mortgage notes receivable, net		13,800,445			7,539,360
Interest and fees receivable		17,981			5,248
Other receivables		43,750			—
Total assets	$	21,309,959		$	11,668,677
Liabilities and members’ equity
Liabilities
Accounts payable and accrued expenses	$	93,801		$	134,937
Dividends payable		169,899			103,097
Contributions received in advance		2,275,000			70,000
Total liabilities	$	2,538,700		$	308,034
Commitments and contingencies
Preferred units - preferred units (voting)		18,857,191			11,450,642
Common units, $0 par value, 1 unit authorized:		—			—
Accumulated deficit		(85,932	)		(89,999	)
Members’ equity	$	18,771,259		$	11,360,643
Total liabilities and members’ equity	$	21,309,959		$	11,668,677

BRELF IV

The following tables set forth summary financial information and operating data for BRELF IV. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF IV, ” and BRELF IV’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the period from February 28, 2019 (date of inception) through June 30, 2019, and the summary balance sheet data as of June 30, 2019, from the Company Group’s audited financial statements included elsewhere in this joint proxy statement/prospectus.

BRELF IV Statement of Operations

	February 28, 2019 through June 30, 2019
Investment income
Interest income	$	22,676
Fee income		12,594
Total investment income	$	35,270
Expense
Other		186
Total expenses	$	186
Net investment income/net income	$	35,084

15

BRELF IV Balance Sheet Data

	As of June 30, 2019
Assets
Cash and cash equivalents	$	803,290
Mortgage notes receivable, net		1,744,857
Interest and fees receivable		546
Total assets	$	2,548,693
Liabilities and members’ equity
Accounts payable and accrued expenses	$	1,052
Dividends payable		16,360
Contributions received in advance		100,000
Total liabilities	$	117,412
Commitments and contingencies
Preferred units—preferred units (voting)		2,429,804
Common units, $0 par value, 1 unit authorized:		—
Retained earnings		1,477
Members’ equity	$	2,431,281
Total liabilities and members’ equity	$	2,548,693

16

MgCo I

The following tables set forth summary financial information and operating data for MgCo I. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo I, ” and MgCo I’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the years ended December 31, 2018, 2017 and 2016, and the summary balance sheet data as of December 31, 2018 and 2017, from MgCo I’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim financial statements have been prepared on the same basis as MgCo I’s consolidated financial statements included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. MgCo I’s historical results may not be indicative of the results that may be achieved in the future.

MgCo I Statement of Operations

	Six months Ended June 30,				For the Years Ended December 31,
	2019		2018		2018		2017		2016
Revenue
Loan fees	$	7,351,578	$	5,585,585	$	14,719,416	$	9,680,238	$	7,365,831
Distributions from PBRELF I		2,162,258		1,492,536		3,454,135		2,145,457		1,865,560
Total revenue	$	9,513,836	$	7,078,121	$	18,173,551	$	11,825,695	$	9,231,391
Expenses
Compensation		1,220,281		781,235		1,645,025		1,101,429		1,055,188
Commissions to Broadmark Capital LLC		1,374,303		1,000,027		2,213,306		1,260,854		1,019,100
G&A expense		265,961		256,492		379,030		732,027		445,049
Excise tax expense		128,294		106,464		287,760		169,293		130,976
Legal, audit, insurance		448,006		285,932		504,188		297,731		171,907
Depreciation expense		34,308		40,000		96,000		48,000		43,958
Inspection fees		140,236		107,186		206,272		115,913		107,080
Other		4,063		—		—		—		—
Total expenses	$	3,615,452	$	2,577,336	$	5,331,581	$	3,725,247	$	2,973,258
Net income	$	5,898,384	$	4,500,785	$	12,841,970	$	8,100,448	$	6,258,133

MgCo I Balance Sheet

	As of June 30, 2019		As of December 31,
			2018		2017
Assets
Current assets
Cash	$	1,220,748	$	101,634	$	97,041
Fees receivable from escrow		190,400		31,981		287,988
Due from related parties		1,849,799		1,140,530		449,537
Other assets		34,006		—		—
	$	3,294,953	$	1,274,145	$	834,566
Noncurrent assets
Fixed assets, net of depreciation		224,614		192,262		27,944
Organization costs		6,293		6,817		7,866
	$	230,907	$	199,079	$	35,810
Total assets	$	3,525,860	$	1,473,224	$	870,376

17

	As of June 30, 2019		As of December 31,
			2018		2017
Liabilities and members’ equity
Liabilities
Accrued expenses		314,465		154,110		422,679
Related party payables		—		—		—–
Total liabilities	$	314,465	$	154,110	$	422,679
Class A units		200		200		200
Class P units		—		—		—
Additional paid in capital		993,614		259,450		—
Retained earnings		2,217,581		1,059,464		447,497
Members’ equity	$	3,211,395	$	1,319,114	$	447,697
Total liabilities and members’ equity	$	3,525,860	$	1,473,224	$	870,376

MgCo II

The following tables set forth summary financial information and operating data for MgCo II. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo II, ” and MgCo II’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the years ended December 31, 2018, 2017 and 2016, and the summary balance sheet data as of December 31, 2018 and 2017, from MgCo II’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim financial statements have been prepared on the same basis as MgCo II’s audited financial statements included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. MgCo II’s historical results may not be indicative of the results that may be achieved in the future.

MgCo II Statement of Operations

	Six months Ended June 30,				For the Years Ended December 31,
	2019		2018		2018		2017		2016
Revenue
Loan fees	$	10,035,131	$	6,304,331	$	14,854,833	$	6,727,010	$	2,546,701
Distributions from BRELF II		2,544,565		1,177,729		3,102,070		1,267,418		586,283
Total revenue	$	12,579,696	$	7,482,060	$	17,956,903	$	7,994,428	$	3,132,984
Expenses
Compensation		1,639,420		631,000		1,850,464		695,381		335,897
Commissions to Broadmark Capital LLC		1,622,242		787,877		2,299,528		1,060,441		443,969
G&A expense		797,751		471,343		1,254,994		441,089		238,796
Legal, audit, insurance		348,800		52,060		97,499		67,680		26,874
Inspection fees		53,523		55,357		117,780		66,103		39,100
Total expenses	$	4,461,736	$	1,997,637	$	5,620,265	$	2,330,694	$	1,084,636
Net income	$	8,117,960	$	5,484,423	$	12,336,638	$	5,663,734	$	2,048,348

MgCo II Balance Sheet

	As of June 30, 2019	As of December 31,
		2018	2017
Assets
Current assets

18

	As of June 30, 2019		As of December 31,
			2018		2017
Cash	$	2,612,870	$	1,114,173	$	819,611
Fees receivable from escrow		131,430		780,909		205,594
Due from related entities		1,105,103		—		—
Other assets		82,494		127,664		41,700
Total assets	$	3,931,897	$	2,022,746	$	1,066,905
Liabilities and members’ equity
Liabilities
Accounts payable		283,946		577,477		5,499
Related party payables		544,546		416,071		885,961
Total liabilities	$	828,492	$	993,548	$	891,460
Class A units		600		600		600
Additional paid in capital		266,264		266,264		255,170
Retained earnings		2,836,541		762,334		(80,325	)
Members’ equity	$	3,103,405	$	1,029,198	$	175,445
Total liabilities and members’ equity	$	3,931,897	$	2,022,746	$	1,066,905

MgCo III

The following tables set forth summary financial information and operating data for MgCo III. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo III, ” and MgCo III’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the year ended December 31, 2018, and the summary balance sheet data as of December 31, 2018, from MgCo III’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim financial statements have been prepared on the same basis as MgCo III’s audited financial statements included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. MgCo III’s historical results may not be indicative of the results that may be achieved in the future.

MgCo III Statement of Operations

	Six months Ended June 30,					For the Year Ended December 31,
	2019		2018			2018
Revenue
Loan fees	$	413,119	$	138,268		$	428,481
Distributions from BRELF III		95,521		11,286			60,290
Total revenue	$	508,640	$	149,554		$	488,771
Expenses
Compensation		227,052		202,771			449,918
Commissions to Broadmark Capital LLC		77,857		45,713			119,506
G&A expense		85,332		36,460			119,543
Legal, audit, insurance		81,562		30,684			65,976
Inspection fees		22,250		1,450			14,955
Total expenses	$	494,053	$	317,078		$	769,898
Net income (loss)	$	14,587	$	(167,524	)	$	(281,127	)

19

MgCo III Balance Sheet

	As of June 30, 2019			As of December 31, 2018
Assets
Current assets
Cash	$	20,846		$	69,247
Due from related entity		42,133			22,952
Other assets		3,102			635
Total assets	$	66,081		$	92,834
Liabilities and members’ equity
Liabilities
Payroll liabilities		1,419			1,419
Accounts payable		4,684			9,323
Related party payables		29,699			187,371
Total liabilities	$	35,802		$	198,113
Class A units		200			200
Additional paid in capital		362,914			241,943
Retained earnings (accumulated deficit)		(332,835	)		(347,422	)
Members’ equity (deficit)	$	30,279		$	(105,279	)
Total liabilities and members’ equity	$	66,081		$	92,834

MgCo IV

The following tables set forth summary financial information and operating data for MgCo IV. You should read the following summary financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo IV, ” and MgCo IV’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the period from January 1, 2019 (date of inception) through June 30, 2019, and the summary balance sheet data as of June 30, 2019, from the Company Group’s audited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. MgCo IV’s historical results may not be indicative of the results that may be achieved in the future.

MgCo IV Statement of Operations

	Six months Ended June 30, 2019
Revenue
Loan fees	$	50,375
Distributions from BRELF IV		2,617
Total revenue	$	52,992
Expenses
Compensation		247,053
Commissions to Broadmark Capital LLC		24,250
Professional fees		75,545
General and administrative		6,910
Total expenses	$	353,758
Net loss	$	(300,766	)

20

MgCo IV Balance Sheet

	As of June 30, 2019
Assets
Current assets
Cash	$	9,682
Due from related entity		1,052
Other assets		3,243
Total assets	$	13,977
Liabilities and members’ equity
Liabilities
Accounts payable		2,839
Related party payables		128,629
Total liabilities	$	131,468
Class A units		200
Additional paid in capital		183,075
Accumulated deficit		(300,766	)
Members’ deficit	$	(117,491	)
Total liabilities and members’ equity	$	13,977

21

Summary Pro Forma Financial Information

The summary unaudited pro forma condensed combined financial information for the six months ended June 30, 2019 and for the year ended December 31, 2018 are based on the historical financial statements of Trinity and the Company Group after eliminating any inter-company/inter-fund activity of the Company Group (Pro Forma Companies and Management Companies) and giving pro forma effect to the transactions described in the Merger Agreement (Pro Forma Broadmark Realty) as if they had been completed on January 1, 2018. The summary unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this joint proxy statement under “ Selected Unaudited Condensed Combined Pro Forma Financial Information .”

The summary unaudited pro forma condensed combined financial information is presented for informational purposes only. The summary unaudited pro forma condensed combined financial information does not purport to represent what the combined company’s results of operations or financial condition would have been had the transactions in the Merger Agreement actually occurred on the dates indicated, and does not purport to project the combined company’s results of operations or financial condition for any future period or as of any future date. The summary unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the transactions in the Transaction Agreement or any potential changes in compensation plans. Additionally, the unaudited pro forma adjustments made in the unaudited pro forma condensed combined financial information, which are described in the notes thereto, are preliminary and may be revised.

	Pro Forma Assuming No Trinity Redemption		Pro Forma Assuming $125 million Trinity Redemption(1)		Pro Forma Assuming No Trinity Redemption		Pro Forma Assuming $125 million Trinity Redemption(2)
($ in thousands)	Six months ended June 30, 2019				Year Ended December 31, 2018
Condensed Combined Statement of Operations Data:
Total revenue	$	70,617	$	70,617	$	100,380	$	100,380
Total expenses	$	10,704	$	10,704	$	12,400	$	12,400
Net income	$	59,913	$	59,913	$	87,980	$	87,980
Shares of common stock outstanding		127,562		115,541		104,375		92,249
Net income per share	$	0.47	$	0.52	$	0.84	$	0.95

	Pro Forma Assuming No Trinity Redemption		Pro Forma Assuming $125m Trinity Redemption
($ in thousands)	As of June 30, 2019
Condensed Combined Balance Sheet Data:
Cash and cash equivalents	$	408,121	$	283,121
Mortgage notes receivable, net	$	721,995	$	721,995
Total assets	$	1,305,214	$	1,180,214
Total debt		—		—
Total liabilities	$	50,136	$	50,136
Total stockholders’/members’ equity	$	1,255,078	$	1,130,078
Total liabilities and stockholders’/members’ equity	$	1,305,214	$	1,180,214

(1) This scenario assumes that Trinity public stockholders exercise their redemption rights with respect to a maximum of $125 million of public shares, which represents 12.0 million shares of Trinity Class A common stock (based upon an assumed share price of $10.40, which reflects the per-share value of the funds held in the Trust Account as of June 30, 2019). The maximum redemption is derived from the $100 million minimum amount of Cash Proceeds (as defined in the Merger Agreement).

(2) This scenario assumes that Trinity public stockholders exercise their redemption rights with respect to a maximum of $125 million of public shares, which represents 12.1 million shares of Trinity Class A common stock (based upon an assumed share price of $10.31, which reflects the per-share value of the funds held in the Trust Account as of December 31, 2018). The maximum redemption is derived from the $100 million minimum amount of Cash Proceeds (as defined in the Merger Agreement).

22

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect each of Broadmark Realty’s and each of the Company Groups’ current views with respect to, among other things, capital resources, portfolio performance and results of operations. Likewise, each of Broadmark Realty’s and the Company Group’s entities’ consolidated financial statements and all of Broadmark Realty’s and the Company Group’s statements regarding anticipated growth in its operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this joint proxy statement/prospectus are based on each of Broadmark Realty’s and the Company Group’s current expectations and beliefs concerning future developments and their potential effects on Broadmark Realty and the Company Group. There can be no assurance that future developments affecting Broadmark Realty will be those that it has anticipated. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause any of Broadmark Realty’s or the Company Group’s actual results to differ include:

• possible delays in closing the Business Combination, whether due to the inability to obtain Trinity stockholder, warrant holder or regulatory approval, the failure of any of the Company Group to obtain member approval of the Business Combination or failure to satisfy any of the other conditions to closing the Business Combination, as set forth in the Merger Agreement;

• any waivers of the conditions to closing the Business Combination as may be permitted in the Merger Agreement;

• general economic uncertainty and the effect of general economic conditions on the real estate and real estate capital markets in particular;

• financing risks;

• changes in laws or regulations or interpretations of current laws and regulations that impact Broadmark Realty business, assets or classification as a REIT;

• Broadmark Realty’s ability to manage future growth;

• changes in personnel and availability of qualified personnel; and

• other risks and uncertainties indicated in this joint proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Broadmark Realty’s and the Company Group’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this prospectus entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Neither Broadmark Realty nor the Company Group undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a Trinity stockholder, warrant holder or unit holder, or any Company member grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the general meeting, it should be aware that the occurrence of the events described in the “ Risk Factors ” section and elsewhere in this joint proxy statement/prospectus may adversely affect Trinity, the Company Group, or, following the consummation of the Business Combination, Broadmark Realty.

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this joint proxy statement/prospectus , including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Trinity Special Meeting and at each Company Special Meeting. Certain of the following risk factors apply to the business and operations of the Company Group and will also apply to the business and operations of Broadmark Realty following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Broadmark Realty following the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this joint proxy statement/prospectus , including matters addressed in the section entitled “ About T his Joint P roxy S tatement/ P rospectus ” and “Cautionary Note Regarding Forward-Looking Statements .” The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Broadmark Realty, Trinity and the Company Group which later may prove to be incorrect or incomplete. Broadmark Realty, Trinity and the Company Group may face additional risks and uncertainties that are not presently known to such entities , or that are currently deemed immaterial, which may also impair its business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Trinity

The Trinity Sponsor has agreed to vote in favor of the Business Combination, regardless of how Trinity’s public stockholders vote.

The Trinity Sponsor’s Founder Shares represent 20% of Trinity’s outstanding shares of common stock and have agreed to vote their Founder Shares, as well as any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions), in favor of the Business Combination. Trinity’s amended and restated certificate of incorporation provides that, if Trinity seeks stockholder approval of an initial business combination, such initial business combination will be approved if Trinity receives the affirmative vote of a majority of the shares of common stock that are voted, including the Founder Shares. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if the Trinity Sponsor agreed to vote any Trinity shares of common stock owned by them in accordance with the majority of the votes cast by Trinity’s public stockholders.

If Trinity is unable to complete a business combination by November 17, 2019, Trinity may be required to cease all operations except for the purpose of winding up and Trinity would redeem its public shares and liquidate, in which case Trinity’s public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and Trinity’s warrants will expire worthless.

Trinity’s amended and restated certificate of incorporation provides that Trinity must complete its initial business combination within 18 months from the closing of initial public offering. If Trinity has not completed the initial business combination within such time period, unless Trinity seeks and recives approval from its stockholders for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 to a later date, Trinity will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to Trinity to pay Trinity’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Trinity’s remaining stockholders and Trinity’s board of directors, dissolve and liquidate, subject in each case to Trinity’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, Trinity’s public stockholders may only receive $10.20 per share and Trinity’s warrants will expire worthless. In certain circumstances, Trinity’s public stockholders may receive less than $10.20 per share on the redemption of their shares.

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Trinity has not obtained an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you do not have assurance from an independent source that the terms of the Business Combination or the price Trinity is paying for the business are fair to Trinity from a financial point of view.

Trinity has not obtained an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or “FINRA,” or from an independent accounting firm that the price Trinity is paying is fair to Trinity and its stockholders from a financial point of view. In analyzing the Business Combination, Trinity’s board of directors and Trinity’s management conducted due diligence on the Company Group and the industry in which the Company Group operates, including through the review of financial and other information provided by the Company Group in the course of Trinity’s due diligence investigations. Based on such due diligence, Trinity’s board of directors believes that the Business Combination with the Company Group is in the best interests of Trinity and its stockholders and presents an opportunity to increase stockholder value. For more information related to the criteria and justifications of Trinity’s board of directors for making its determination, see “The Business Combination—Trinity’s Board of Directors’ Reasons for the Approval of the Business Combination.” For more information, generally, about the decision-making process of Trinity’s board of directors and management, see “The Business Combination.”

Accordingly, Trinity’s stockholders will be relying solely on the business judgment of Trinity’s board of directors regarding the Company Group’s value and the benefits of the Business Combination. There is no assurance that Trinity’s board of directors properly valued the Company Group’s business and the Business Combination. For more information about the qualifications of the Trinity board of directors and its executive officers, please see “Information about Trinity—Directors and Executive Officers”.

The lack of an independent third-party fairness opinion may also lead to an increased number of stockholders voting against the Business Combination or demand redemption of their shares, which could potentially impact Trinity’s ability to consummate the Business Combination. For more information about Trinity’s decision-making process, see “The Business Combination—Trinity’s Board of Director’s Reasons for the Approval of the Business Combination”.

Since the Trinity Sponsor, officers and directors will lose their entire investment in Trinity if the Business Combination is not completed, a conflict of interest may arise in determining whether the Company Group is appropriate for Trinity’s initial business combination.

On January 26, 2018, the Trinity Sponsor purchased an aggregate of 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after the initial public offering . The Founder Shares will be worthless if Trinity does not complete the Business Combination. In addition, the Trinity Sponsor also purchased 12,350,000 private placement warrants, each exercisable for one share of Trinity’s Class A common stock at $11.50 per share, for $12,350,000, or $1.00 per warrant, that will also be worthless if Trinity does not complete the Business Combination. The Trinity Sponsor has also made a $1.0 million working capital loan to Trinity. Holders of Founder Shares have agreed (i) to vote any shares owned by them in favor of the Business Combination and (ii) not to redeem any Founder Shares in connection with the stockholder vote to approve the Business Combination. The personal and financial interests of the Trinity Sponsor, affiliates of the Trinity Sponsor, and Trinity’s officers and directors may influence their motivation in completing the Business Combination.

Subsequent to the completion of the Business Combination, Broadmark Realty may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Broadmark Realty’s financial condition, results of operations and Broadmark Realty’s stock price, which could cause you to lose some or all of your investment.

Although Trinity has conducted due diligence on the Company Group, Trinity cannot assure you that this diligence will have surfaced all material issues that may be present inside the Company Group’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Company Group’s business and outside of Trinity’s control will not later arise. As a result of these factors, Broadmark Realty may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. In addition, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Trinity’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Broadmark Realty’s liquidity, the

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fact that Broadmark Realty may report charges of this nature could contribute to negative market perceptions about Broadmark Realty or its securities. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Trinity’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws for an actionable material misstatement or omission.

Risks Related to the Company Group

The board of directors and the Management Companies have financial and personal interests that may result in a conflict of interest of the part of such parties in recommending that members of the Companies vote for the proposals.

When considering the recommendation of the board of directors and the Management Company of each Company to vote in favor of the Company Group Proposals, members of the Companies should be aware that the directors of the Companies and the executives and equity owners of the Management Companies have interests in the Business Combination that are different from or in addition to (or which may conflict with members’ interests). These interests include shares of Broadmark Realty common stock and a cash payment that they will receive upon completion of the Business Combination, continued employment with Broadmark Realty and continuing indemnification by Broadmark Realty and coverage under directors’ and officers’ liability insurance. For additional information regarding these interests, see “ The Business Combination — Interests of Directors, Managers and Executives of the Company Group. ”

As a result of the applicable voting standard under the WLLCA, it is possible that the Business Combination may be approved with respect to a Company, notwithstanding that holders of a majority of the outstanding units did not vote in favor of the transaction.

Pursuant to the WLLCA, the vote required to approve the Business Combination with respect to each of the Companies is a majority of the members of a particular Company as of the record date, rather than members holding units representing the majority of units outstanding on the record date. Accordingly, it is possible that the Business Combination may be approved by a Company, notwithstanding the fact that holders of a majority of outstanding units did not vote in favor of the transaction.

Following the Business Combination, the price that a member may sell their shares of Broadmark Realty common stock may be below the Reference Price, which is the price utilized to determine the number of shares of Broadmark Realty common stock received in the Business Combination.

Following completion of the Business Combination, shares of Broadmark Realty common stock are expected to trade on the NYSE, subject to NYSE’s approval of the listing application to be submitted by Broadmark Realty. It is anticipated that trading on a public stock exchange will give former members of the Companies significantly increased liquidity for the shares of Broadmark Realty common stock received in the Business Combination than members had for their units. However, similar to other shares of common stock listed on the NYSE, the value of the shares of Broadmark Realty common stock will fluctuate, and could trade at prices above or below the Reference Price, which was the price utilized to determine the number of shares that members of the Companies would receive in the Business Combination. To the extent that shares of Broadmark Realty common stock trade at prices below the Reference Price, former Company members may be unable to sell their shares of Broadmark Realty common stock without experiencing a loss in their investment.

Risks Related to the Company Group’s Business

The Company Group’s loan origination activities, revenues and profits are limited by available funds. If the Company Group does not increase its working capital, it will not be able to grow its business.

As a real estate finance company, the Company Group’s revenue and net income is limited to interest and fees received or accrued on its loan portfolio. The Company Group’s ability to originate real estate loans is limited by the funds at its disposal. At June 30, 2019, the Company Group had 184.5 million in cash and cash equivalents (as labeled in the unaudited interim financial statements) on a combined basis and $308 million of unfunded loan commitments. The Company Group intends to use the proceeds from the repayment of outstanding loans and additional equity capital, raised publicly and privately, to originate real estate loans. The Company Group cannot assure you that such funds will be available in sufficient amounts to enable the Company Group to expand its business.

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The Company Group’s inability to manage future growth effectively could have an adverse impact on its financial condition and results of operations.

The Company Group’s ability to implement its business strategy and grow its business depends upon its ability to identify and originate additional mortgage loans that meet its underwriting criteria, which may include making loans in additional geographic areas where it has little experience and understanding of the market. Additionally, the Company Group may not be able to hire and train sufficient personnel or develop management, information and operating systems suitable for its growth. Any failure to effectively manage the Company Group’s future growth could have a material adverse effect on its business, financial condition, results of operations and its ability to make distributions to its equity holders.

In the future, the Company Group may modify its underwriting standards and methods of obtaining financing to make mortgage loans without stockholder approval, which may increase the level of risk in an investment in the Company Group.

While the Company Group has no current intention of modifying the historical loan initiation standards in any material manner following completion of the Business Combination, it may do so in the future if it believes it would be favorable to the Company Group’s business. For example, the criteria necessary for a borrower to qualify for a loan may be made less stringent, which could result in an increased amount of loan defaults. The Company Group may also determine in the future to issue preferred stock or incur indebtedness to increase its loan portfolio or for other working capital purposes. Any of such actions may be taken without shareholder approval. Issuing preferred stock or incurring indebtedness may reduce the amount of capital that will be available for distribution to shareholders and the amount available to make new loans, if the funds are necessary to make required payments under such instruments. Any such changes could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

The Company Group depends on its management team based upon their long standing business relationships, the loss of any of whom could threaten its ability to operate its business successfully.

The Company Group’s future success depends, to a significant extent, upon the continued services of its management team. In particular, the mortgage lending experience of Joseph Schocken, Jeffrey Pyatt and Adam Fountain and the extent and nature of relationships they have developed with developers and owners of residential and commercial properties are critical to the Company Group’s success. The Company Group cannot assure their continued employment. The loss of services of one or more members of the Company Group’s management team could have a material adverse effect on the Company Group’s business, financial condition, results of operations and prospects.

The Company Group may not be able to hire and retain qualified loan originators or grow and maintain its relationships with key loan brokers, and if it is unable to do so, its ability to implement its business and growth strategies could be limited.

The Company Group depends on its loan originators to generate borrower clients by, among other things, developing relationships with commercial property owners, real estate agents and brokers, developers and others, which it believes leads to repeat and referral business. Accordingly, the Company Group must be able to attract, motivate and retain skilled loan originators. The market for loan originators is highly competitive and may lead to increased costs to hire and retain them. The Company Group cannot guarantee that it will be able to attract or retain qualified loan originators. If it cannot attract, motivate or retain a sufficient number of skilled loan originators, at a reasonable cost or at all, its business could be materially and adversely affected. The Company Group also depends on its network of loan brokers, who generate a significant portion of its loan originations. While the Company Group strives to cultivate long-standing relationships that generate repeat business for it, brokers are free to transact business with other lenders and have done so in the past and will do so in the future. The Company Group’s competitors also have relationships with some of its brokers and actively compete with it in bidding on loans shopped by these brokers. The Company Group also cannot guarantee that it will be able to maintain or develop new relationships with additional brokers.

The Company Group may not be able to obtain or maintain required licenses and authorizations to conduct its business and may fail to comply with various state and federal laws and regulations applicable to its business.

In general, lending is a highly regulated industry in the United States and the Company Group is required to comply with, among other statutes and regulations, certain provisions of the Equal Credit Opportunity Act that are applicable to commercial loans, the USA Patriot Act, regulations promulgated by the Office of Foreign Asset Control,

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and U.S. federal and state securities laws and regulations. In addition, certain states have adopted laws or regulations that may, among other requirements, require licensing of lenders and financiers, prescribe disclosures of certain contractual terms, impose limitations on interest rates and other charges, and limit or prohibit certain collection practices and creditor remedies. Among the states that the Company Group make loans in, it is currently subject to licensing requirements in Oregon and Idaho.

There is no guarantee that the Company Group will be able to obtain, maintain or renew any required licenses or authorizations to conduct its business or that it would not experience significant delays in obtaining these licenses and authorizations. As a result, the Company Group could be delayed in conducting certain business if it were first required to obtain certain licenses or authorizations or if renewals thereof were delayed. Furthermore, once licenses are issued and authorizations are obtained, the Company Group is required to comply with various information reporting and other regulatory requirements to maintain those licenses and authorizations, and there is no assurance that the Company Group will be able to satisfy those requirements or other regulatory requirements applicable to its business on an ongoing basis, which may restrict its business and could expose it to penalties or other claims.

Any failure of the Company Group to obtain, maintain or renew required licenses and authorizations or its failure to comply with regulatory requirements that are applicable to its business could result in material fines and disruption to the business of the Company Group and could have a material adverse effect on its business, financial condition, operating results and its ability to make distributions to its equity holders.

The accuracy of the Company Group’s financial statements may be materially affected if its estimates, including loan loss reserves, prove to be inaccurate.

Financial statements prepared in accordance with accounting principles generally accepted in the United States, or “GAAP,” require the use of estimates, judgments and assumptions that affect the reported amounts. Different estimates, judgments and assumptions reasonably could be used that would have a material effect on the financial statements, and changes in these estimates, judgments and assumptions are likely to occur from period to period in the future. Significant areas of accounting requiring the application of management’s judgment include, but are not limited to assessing the adequacy of the allowance for loan losses, and assessing impairments on real estate held for use or held for sale. These estimates, judgments and assumptions are inherently uncertain, especially in turbulent economic times, and, if they prove to be wrong, then the Company Group faces the risk that charges to income will be required, which could have a material adverse effect on its business, financial condition, results of operations and its ability to make distributions to its equity holders.

The Company Group will incur significantly increased costs as a result of operating as a public company, and its management will be required to devote substantial time to compliance efforts.

The Company Group will incur significant legal, accounting, insurance and other expenses as a result of being a public company. The Dodd-Frank Act and the Sarbanes-Oxley Act, as well as related rules implemented by the SEC, have required changes in corporate governance practices of public companies. The Company Group expects that compliance with these and other similar laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act, will substantially increase its expenses, including its legal and accounting costs, and make some activities more time-consuming and costly. The Company Group also expects these laws, rules and regulations to make it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, which may make it more difficult for it to attract and retain qualified persons to serve on the board of directors or as officers of any of the Company Group entities. Although the JOBS Act may, for a limited period of time, somewhat lessen the cost of complying with these additional regulatory and other requirements, the Company Group nonetheless expects a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact the Company Group results of operations and financial condition.

The Company Group may be subject to “lender liability” litigation.

A number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. The Company Group cannot assure you that such claims will not arise or that it will not be subject to significant liability if a claim of this type were to arise.

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Litigation may adversely affect the Company Group’s business, financial condition and results of operations.

The Company Group is, from time to time, subject to legal proceedings and regulatory requirements applicable to its business and industry. Litigation can be lengthy, expensive and disruptive to its operations and results cannot be predicted with certainty. There may also be adverse publicity associated with litigation, regardless of whether the allegations are valid or whether the Company Group is ultimately found not liable. As a result, litigation could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

There can be no assurance that the Company Group’s corporate insurance policies will mitigate all insurable losses, costs or damages to its business.

Based on the Company Group’s history and type of business, it believes that it maintains adequate insurance coverage to cover probable and reasonably estimable liabilities should they arise. However, there can be no assurance that these estimates will prove to be sufficient, nor can there be any assurance that the ultimate outcome of any claim or event will not have a material adverse effect on its business, financial condition, results of operations and ability to make distributions to its equity holders.

Security breaches and other disruptions could compromise the Company Group’s information and expose it to liability, which would cause its business and reputation to suffer.

In the ordinary course of its business, the Company Group may acquire and store sensitive data on its network, such as its proprietary business information and personally identifiable information of its prospective and current borrowers. The secure processing and maintenance of this information is critical to the Company Group’s business strategy. Despite its security measures, the Company Group’s information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise its networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to its operations and the services that the Company Group provides to customers or damage its reputation, which could adversely affect its business, financial condition and operating results and its ability to make distributions to its equity holders.

There can be no guarantee that Broadmark Realty will continue to make distributions or generate yields comparable to the Company Group’s historical levels.

The past distributions and yields of the Company Group are no guarantee of the future performance of Broadmark Realty. Broadmark Realty’s distributions of fee based income are not guaranteed, and will be paid only to the extent earned by Broadmark Realty. Multiple factors could adversely impact Broadmark Realty’s ability to generate income and pay dividends, such as those set forth under “—Market Risks Related to Real Estate Loans,” and “—Risks Related to the Company Group’s Loan Portfolio.” The timing and amount of dividends will be determined by Broadmark Realty’s Board of Directors. There is no guarantee that Broadmark Realty will achieve results that will allow it to pay a specified level of cash dividends or increase the level of such dividends in the future. See “Price Range of Securities and Dividends—Broadmark Realty—Dividend Policy.”

Market Risks Related to Real Estate Loans

A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could impair the Company Group’s loans and harm its operations.

A prolonged economic slowdown, a recession or declining real estate values could impair the performance of the Company Group’s loans and harm its financial condition and results of operations, and limit its ability to raise capital. As a result, the Company Group believes the risks associated with its business will be more severe during periods of economic slowdown or recession because these periods are likely to be accompanied by declining real estate values. Declining real estate values are likely to have one or more of the following adverse consequences:

• reduce the level of new mortgage loan originations since borrowers often use appreciation in the value of their existing properties to support the purchase or investment in additional properties;

• make it more difficult for existing borrowers to remain current on their payment obligations; and

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• significantly increase the likelihood that the Company Group will incur losses on its loans in the event of default because the value of collateral may be insufficient to cover the Company Group’s cost on the loan.

Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect both the Company Group’s interest income from loans in its portfolio as well as its ability to originate new loans, which could adversely affect its business, financial condition and operating results and its ability to make distributions to its equity holders.

An increase in interest rates could adversely affect the Company Group’s ability to generate income and pay dividends.

Rising interest rates generally reduce the demand for mortgage loans due to the higher cost of borrowing. The rising cost of borrowing may cause reduced demand for real estate, possibly resulting in declining real estate values. Declining real estate values significantly increase the likelihood that the Company Group will incur losses on its loans in the event of default. In addition, rising interest rates may also cause loans that the Company Group originated prior to an interest rate increase to provide yields that are below prevailing market interest rates. These factors could adversely affect the Company Group’s business, financial condition, results of operations and ability to make distributions to its equity holders.

The Company Group operates in a highly competitive market and competition could have a material adverse effect on the Company Group’s business, financial condition and results of operations.

The Company Group operates in a highly competitive market and it believes these conditions will persist for the foreseeable future as the financial services industry continues to consolidate, producing larger, better capitalized and more geographically diverse companies with broad product and service offerings. As a result, the Company Group’s profitability depends, in large part, on its ability to compete effectively.

The Company Group’s existing and potential future competitors include “hard money” lenders, mortgage REITs, specialty finance companies, savings and loan associations, banks, mortgage banks, credit unions, insurance companies, mutual funds, pension funds, private equity funds, hedge funds, institutional investors, investment banking firms, non-bank financial institutions, governmental bodies, family offices and high net worth individuals. The Company Group may also compete with companies that partner with and/or receive financing from the U.S. government. Many of its competitors are substantially larger and have considerably greater financial, technical, marketing and other resources than it does. In addition, larger and more established competitors may enjoy significant competitive advantages, including enhanced operating efficiencies, more extensive referral networks, greater and more favorable access to investment capital and more desirable lending opportunities. Several of these competitors, including mortgage REITs, have recently raised or are expected to raise, significant amounts of capital, which enables them to make larger loans or a greater number of loans. Some competitors may also have a lower cost of funds and access to funding sources that may not be available to the Company Group, such as funding from various governmental agencies or under various governmental programs for which the Company Group is not eligible. In addition, some of its competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of possible loan transactions or to offer more favorable financing terms than the Company Group could. For example, the Company Group may find that the pool of potential qualified borrowers available to it is limited. Finally, as a REIT and because the Company Group operates in a manner intended to be exempt from the requirements of the Investment Company Act of 1940, as amended, the Company Group may face further restrictions to which some of its competitors may not be subject. The Company Group cannot assure you that the competitive pressures it faces will not have a material adverse effect on its business, financial condition, results of operations and its ability to make distributions to its equity holders. As a result of these competitive factors, the Company Group may not in the future be able to originate and fund mortgage loans on favorable terms, which could have a material adverse effect on its business, financial condition, results of operations and its ability to make distributions to its equity holders.

Prepayment rates are difficult to predict and may result in losses to the value of the Company Group’s assets.

The frequency at which prepayments (including both voluntary prepayments by the borrowers and liquidations due to defaults and foreclosures) occur on the Company Group’s mortgage loans is difficult to predict and is affected by a variety of factors, including the prevailing level of interest rates, economic, demographic, tax, social, legal, legislative and other factors. To the extent that faster prepayment rates occur, the principal payments received from

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prepayments may be reinvested in lower-yielding mortgage loans, which may reduce the Company Group’s income in the long run. Therefore, if actual prepayment rates differ from anticipated prepayment rates, then there could be an adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Terrorist attacks and other acts of violence or war may affect the real estate industry generally and the Company Group’s business, financial condition and results of operations.

The Company Group cannot predict the severity of the effect that potential future terrorist attacks could have on it. Any future terrorist attacks, the anticipation of any such attacks, the consequences of any military or other response by the United States and its allies, and other armed conflicts could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. The Company Group may suffer losses as a result of the adverse impact of any future attacks and these losses may adversely impact its performance. A prolonged economic slowdown, a recession or declining real estate values could impair the performance of its assets and harm its financial condition and results of operations, increase its funding costs and limit its ability to raise capital. The economic impact of such events could also adversely affect the credit quality of some of the Company Group’s loans and the property underlying its securities. Losses resulting from these types of events may not be fully insurable.

Risks Related to the Company Group’s Loan Portfolio

The Company Group may be adversely affected by the economies and other conditions of the markets in which it operates, and in particular, that of certain states in which it has a high concentration of loans.

The geographic distribution of the Company Group’s loan portfolio exposes the Company Group to risks associated with the real estate and commercial lending industry in general to a greater extent within the states and regions in which it has concentrated its loans. These risks include, without limitation:

• declining real estate values;

• overbuilding;

• extended vacancies of properties;

• increases in operating expenses such as property taxes and energy costs;

• changes in zoning laws;

• rising unemployment rates;

• occurance of environmental events;

• rising casualty or condemnation losses; and

• uninsured damages from floods, hurricanes, earthquakes or other natural disasters.

At June 30, 2019, the Company Group’s mortgage loans were most concentrated in the following five states ($ in millions):

State	Face Amount of Mortgage Loans		Top Five States as a Percent of Total Portfolio
Washington	$	351.3		32.6	%
Colorado		233.3		21.7	%
Utah		261.3		24.3	%
Texas		100.5		9.3	%
Oregon		73.2		6.8	%
Total top five states	$	1,019.6		94.6	%

While the Company Group has recently entered into additional markets, it remains particularly subject to the general economic and market conditions in the above five states. The occurrence of any one or more of the above enumerated conditions in such states could cause a decline in the value of properties securing the Company Group’s which would reduce the value of the collateral and the potential proceeds available to borrowers to repay their loans.

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In the event that the Company Group should foreclose on a property, it may be unable to sell it at a value that would allow it to recoup the proceeds of the loan. Any such events that would increase volatility of values of residential and commercial properties could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Additionally, other neighboring states may become more attractive for investors, developers, builders and other commercial borrowers based on favorable costs and other conditions to construct or improve or renovate real estate properties. Changes in other markets may result in increased development and demand for loans in those markets and result in a corresponding decrease in development and demand for loans in the markets in which the Company Group concentrates its loan activity. Any adverse economic or real estate developments or any adverse changes in the local business climate in any such states could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Borrowers that incur mortgage loans from the Company Group may not qualify for conventional bank financing or would be regarded as higher risk borrowers, and on such basis, may be more likely to default on repayment of their loans.

Borrowers who are obligated under the mortgages that the Company Group issues are sometimes persons who do not qualify for conventional bank financing or who could be regarded to be higher risk borrowers. Consequently, conventional mortgage banking philosophy dictates that these borrowers are more likely to default on the repayment of their obligations. In the event of any default under a mortgage loan issued by the Company Group, it will bear a risk of loss to the extent of any deficiency between the value of the collateral and the outstanding principal and accrued interest of the mortgage loan, and any such losses could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

In addition, the Company Group extends mortgage loans to borrowers who are not organized as single purpose entities. A single purpose entity structure can allow a lender to better isolate the borrower and its assets from consolidation into a bankruptcy case filed on behalf of its affiliates. Because the Company Group extends mortgage loans to borrowers not organized as special purpose entities, there could be an increased risk that the Company Group may not be able to maintain its security interest in the mortgage collateral, thereby decreasing recovery in the event of a default in a mortgage loan.

Short-term loans may involve a greater risk of loss than traditional mortgage loans.

Borrowers usually use the proceeds of a long-term mortgage loan or sale to repay a short-term loan. Typically, the Company Group issues initial mortgage loans with a 3-18 month term, and at June 30, 2019, the Company Group’s weighted average initial term for its loans was approximately 10.1 months. The Company Group may therefore depend on a borrower’s ability to obtain permanent financing or sell the property to repay the Company Group’s loan, which could depend on market conditions and other factors. In a period of rising interest rates, it may be more difficult for borrowers to obtain long-term financing, which increases the risk of non-payment. Short-term loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of a default, the Company Group bears the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the interim loan. To the extent the Company Group suffers any such losses with respect to its mortgage loans, such losses could result in a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

The short duration of the Company Group’s loans exposes it to the risk that it may not be able to identify attractive lending opportunities as loans mature.

The Company Group typically makes loans with an initial term of 3 to 18 months. While in some cases, loans may be renewed or extended for additional periods, loans in the Company Group’s portfolio remain subject to short terms. As loans mature, the Company Group must identify lending opportunities to redeploy its capital. The ability to identify attractive lending opportunities may be inhibited by changes in interest rates, adverse developments in the global economy and in regional markets in which the Company Group concentrates its loans, as well as other market risks related to real estate loans. The Company Group’s inability to identify attractive lending opportunities as loans mature could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

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The Company Group makes construction loans, which are subject to additional risks as compared to loans secured by existing structures or land.

As of June 30, 2019, approximately 210 of the loans in the Company Group’s consolidated loan portfolio (representing approximately 87.8% of its aggregate outstanding loans) were construction loans. Construction loans are subject to additional risks that may not be applicable to loans secured by existing structures and land. Construction budgets may be unrealistic or unforeseen variables may arise, prolonging the development and increasing the costs of the construction project, which may delay the borrower’s ability to sell or rent the finished property, which would be the source of funds for repayment of the loan. While the Company Group believes it has reasonable procedures in place to manage construction funding loans, there can be no certainty that it will not suffer losses on construction loans. In addition, if a builder fails to complete a project, the Company Group may be required to complete the project. Any such default could result in a substantial increase in costs in excess of the original budget and delays in completion of the project.

Additionally, the Company Group may make construction loans without having all the funds on hand that will ultimately be required for final funding of the loan. In the event that the Company Group suffers substantial borrower defaults, overestimates the pace of repayments of loans or is unable to obtain or raise additional capital, it may be unable to fund all of its construction loan commitments. In the event that the Company Group suffers substantial borrower defaults, or is unable to obtain raise additional capital, it may be unable to fund a performing construction loan.

Any default on a construction loan by a borrower, or the Company Group’s default in funding a construction loan as called for in the loan agreement, could have a material adverse effect the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Mortgage loans secured by residential real estate are subject to increased risk.

At June 30, 2019, approximately 80.0% of the loans in the Company Group’s consolidated loan portfolio (representing approximately 78.4% of its aggregate outstanding mortgage loans receivable) are secured by residential real property. None of these loans are guaranteed by the U.S. government or any government sponsored enterprise. Therefore, the value of the underlying property, the creditworthiness and financial position of the borrower and the enforceability of the lien will significantly impact the value of such mortgage. In the event of a foreclosure, the Company Group may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover its cost basis in the loan, and any costs or delays involved in the foreclosure or liquidation process may increase losses.

Further, residential mortgage loans are also subject to “special hazard” risk (property damage caused by hazards, such as earthquakes or environmental hazards, not covered by standard property insurance policies), and to bankruptcy risk (reduction in a borrower’s mortgage debt by a bankruptcy court). In addition, claims may be assessed against the Company Group on account of its position as a mortgage holder or property owner, including assignee liability, responsibility for tax payments, environmental hazards and other liabilities. In some cases, these liabilities may be “recourse liabilities” or may otherwise lead to losses in excess of the purchase price of the related mortgage or property, which could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Most of the Company Group’s loans include a balloon payment at maturity, which payment commonly represents the full amount due under the loan. Failure by borrowers to make the balloon payments when due could have a material adverse impact on the Company Group’s financial condition.

The Company Group’s loan payment terms customarily require a balloon payment at maturity. Given the fact that many of the properties securing the Company Group’s loans are not income producing, and most of the borrowers are entities with no assets other than the single property that is the subject of the loan, borrowers may have considerable difficulty making the balloon payment at maturity. Borrowers inability to repay loans at maturity, together with all the accrued interest thereon, could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Many of the properties securing the Company Group’s mortgage loans are not income producing, thus increasing the risks of delinquency and foreclosure.

Most of the Company Group’s loans are secured by properties, whether residential or commercial, that are under development, construction or renovation and are not income producing. The risks of delinquency and foreclosure on

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these properties may be greater than similar risks associated with loans made on the security of income producing properties. In the case of income producing properties, the ability of a borrower to repay the loan typically depends primarily upon the successful operation of such property. If the net operating income of the subject property is reduced, the borrower’s ability to repay the loan, or the Company Group’s ability to receive adequate returns on its loans, may be impaired.

In the case of non-income producing properties, the expectation is that the Company Group’s loans will be repaid out of sale or refinancing proceeds. Thus, the borrower’s ability to repay the Company Group’s mortgage loans will depend, to a great extent, on the value of the property at the maturity date of the loan. In the event of any default under a mortgage loan issued by the Company Group, it will bear a risk of loss to the extent of any deficiency between the value of the collateral and the outstanding principal and accrued interest of the mortgage loan, and any such losses could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan may be an expensive and lengthy process, which could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

To the extent that the Company Group’s loan documentation or files contains defects, inaccuracies or inconsistencies, or our loan due diligence processes prove to be inadequate, the Company Group could experience decreased recoveries in the event of foreclosure and thereby potentially reduce the amount of distributions to our common stockholders.

While the Company Group endeavors to maintain accurate and complete loan documentation and loan files, from time to time, the Company Group’s loan documentation and files may contain defects, inaccuracies or inconsistencies, or information that is incorrect or out of date. To the extent this occurs, or our loan due diligence processes prove to be inadequate, there is a risk that, in the event of a default, the Company Group will not be able to enforce our rights to foreclose upon the collateral securing such defaulted loans. If this were to occur, the amount available to our common stockholders for distributions could potentially be reduced.

Liability relating to environmental matters may impact the value of properties that the Company Group may acquire or the properties underlying its loans.

Liability relating to environmental matters may decrease the value of the underlying properties securing the Company Group loans and may adversely affect the ability of a person to sell or rent such property or borrow using such property as collateral. Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances released on, about, under or in its property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The Company Group does not always conduct a Phase I environmental survey as part of its underwriting process. To the extent that an owner of an underlying property becomes liable for removal costs, testing, monitoring, remediation, bodily injury or property damage, the ability of the owner to make debt payments may be reduced, which in turn may adversely affect the value of the relevant mortgage asset related to such property. If the Company Group acquires any properties by foreclosure or otherwise, the presence of hazardous substances on a property may adversely affect the property’s value and the Company Group’s ability to sell the property. Additionally, the Company Group may incur substantial remediation costs, thereby harming its financial condition. The discovery of environmental liabilities attached to such properties could have a material adverse effect on the Company Group’s business, financial condition and results of operations and its ability to make distributions to its equity holders. Moreover, some U.S. federal, state and local laws provide that, in certain situations, a secured lender, such as the Company Group, may be liable as an “owner” or “operator” of the real property, regardless of whether the borrower or previous owner caused the environmental damage. Therefore, the presence of hazardous substances on certain property could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

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Declining real estate valuations could result in impairment charges, the determination of which involves a significant amount of judgment on the Company Group’s part. Any impairment charge could have a material adverse effect on us.

The Company Group reviews its loan portfolio for impairment on a quarterly and annual basis and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment include, but are not limited to, a sustained significant decrease in the value of the collateral securing the loan, including the value of the real estate and other assets pledged to secure the loan as well as personal guarantees by the principals of the borrower, or a borrower’s inability to stay current with respect to its obligations under the terms of the loan. A significant amount of judgment is involved in determining the presence of an indicator of impairment. If the Company Group determines that the value of the collateral is less than the amount outstanding on the loan or the amount that may become due upon the maturity of the loan, a loss must be recognized for the difference between the fair value of the property and the carrying value of the loan. The evaluation of the market value of the underlying collateral requires a significant amount of judgment on the Company Group’s part. Any impairment charge could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

The Company Group’s due diligence may not reveal all of the risks associated with a mortgage loan or the property that will be mortgaged to secure the loan, which could lead to losses.

Despite the Company Group’s efforts to manage credit risk, there are many aspects of credit risk that it cannot control. The Company Group’s credit policies and procedures may not be successful in limiting future delinquencies, defaults, and losses, or they may not be cost effective. The Company Group’s underwriting reviews and due diligence procedures may not be effective in identifying all potential credit risks. Borrower and guarantor circumstances could change during the term of the loan. The value of the properties collateralizing or underlying the loans may decline. The frequency of default and the loss severity on loans upon default may be greater than the Company Group anticipates. If properties securing the Company Group’s mortgage loans become real estate owned as a result of foreclosure, the Company Group bears the risk of not being able to sell the property and recover its investment and of being exposed to the risks attendant to the ownership of real property.

Before approving and funding a mortgage loan, the Company Group undertakes due diligence of the borrower, its principals (if the borrower is not an individual) and the property that will be mortgaged to secure the loan. Such due diligence includes review of (i) the credit history of the borrower if an individual, and to the extent available and considered materially significant, a business entity, if applicable, (ii) the borrower and guarantor’s financial statements and tax returns, (iii) the independently appraised value of the property, (iv) legal and lien searches against the borrower, the guarantors and the property, (v) where it deems appropriate, a certificate or insurance binder of hazard insurance, (vi) a review of the documentation related to the property, including title information and (vii) other reviews and or assessments that the Company Group may deem appropriate to conduct. There can be no assurance that the Company Group will conduct any specific level of due diligence, or that, among other things, the due diligence process will uncover all relevant facts, which could result in losses on the loan in question, which, in turn, could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Third-party diligence reports are made as of a point in time and are therefore limited in scope.

Appraisals and engineering and environmental reports, as well as a variety of other third-party reports, are generally obtained with respect to each of the mortgaged properties underlying the Company Group’s loans at or about the time of origination. Appraisals are not guarantees of present or future value. One appraiser may reach a different conclusion than the conclusion that would be reached if a different appraiser were appraising that property. Moreover, the values of the properties may fluctuate significantly after the date that appraisals are performed. In addition, any third-party report, including any engineering report, environmental report, site inspection or appraisal represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance, remediation and capital improvement items. Any missing or incomplete information in the appraisal and engineering and environmental reports prepared by third parties may affect the Company Group’s loan underwriting, and if foreclosure on the property became necessary, could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

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If casualty insurance is prohibitively expensive or unavailable for certain events, or the borrower were to allow its casualty insurance to lapse, then, in the event a casualty were to occur, the Company Group loan may not be adequately secured.

The Company Group’s policy is to require fire and/or casualty insurance on property improvements that would be sufficient, together with the value of the underlying land, to pay off all obligations, including the subject mortgage. There are certain disasters, however, for which no insurance is available or for which insurance may be deemed to be too expensive (examples would include flood and earthquake insurance). Furthermore, the Company Group has no control over the borrower’s actions or the state of the property that might reduce available coverage, call for economically prohibitive premiums, or otherwise render the subject real property uninsurable. In addition, should insurance coverage lapse due to premiums not paid by the borrower, or should a policy be cancelled for other reasons, the Company Group may not be protected unless substitute or new insurance is in force. In this event, the Company Group may be required to pay the premiums to maintain such insurance, to the extent available, which could have a material adverse effect on the Company Group’s business, financial condition, results of operations and its ability to make distributions to its equity holders.

Risks Related to Conflicts of Interest

If members of Company Group’s management engage in business activities of the types conducted by the Company Group, we may be materially adversely affected.

Certain members of management of the Company Group and their affiliates have in the past provided management services to other real estate lending companies that originate and acquire mortgages. Also, such persons have invested in second deed of trust mortgages for their own accounts or for the accounts of others, where the Company Group has made a first trust deed of mortgage, or in the equity of a borrower or the developer that owns the secured property. In connection with the Business Combination, members of managment of the Company Group and Broadmark Capital have entered into restrictive covenant agreements with non-competition provisions. If these agreements are not effective in preventing these parties from engaging in business activities that are competitive with the Company Group, it could have a material adverse effect on the Company Group’s business, financial condition, results of operations or prospects and its ability to make distributions to its equity holders.

Risks Related to Broadmark Realty’s REIT Qualification and Investment Company Exemption Following the Business Combination

Broadmark Realty has limited experience operating a REIT and it cannot assure you that its past experience will be sufficient to successfully manage its business as a REIT.

Broadmark Realty will have limited experience operating as a REIT after the Business Combination. The REIT provisions of the Code are complex, and any failure to comply with those provisions in a timely manner could prevent Broadmark Realty from qualifying as a REIT or could force Broadmark Realty to pay unexpected taxes and penalties. Failure to qualify as a REIT would subject Broadmark Realty to income taxation (including interest and possibly penalties for prior periods in which it failed to qualify as a REIT) as a regular “C” corporation, which would reduce the amount of cash that Broadmark Realty would be able to distribute to its stockholders.

Qualifying as a REIT involves highly technical and complex provisions of the Code and therefore, in certain circumstances, may be subject to uncertainty.

In order to qualify as a REIT, Broadmark Realty must satisfy a number of requirements, including requirements regarding the composition of its assets, the sources of its income and the diversity of its stock ownership. Also, Broadmark Realty generally must make distributions to its stockholders aggregating annually at least 90% of its “REIT taxable income” (determined without regard to the dividends paid deduction and excluding net capital gain). Compliance with these requirements and all other requirements for qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. Even a technical or inadvertent mistake could jeopardize Broadmark Realty’s REIT status. In addition, the determination of various factual matters and circumstances relevant to REIT qualification is not entirely within Broadmark Realty’s control and may affect its ability to qualify as a REIT.

If Broadmark Realty fails to qualify as a REIT, it will be subject to tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to its stockholders.

Broadmark Realty believes that commencing with the beginning of its taxable year ending December 31, 2019 and through the closing of the Business Combination, Broadmark Realty has been organized and has operated in

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conformity with the requirements for qualification and taxation as a REIT under the Code and its current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2019 and subsequent taxable years. Although Broadmark Realty has not requested and does not plan to request a ruling from the U.S. Internal Revenue Service, or the “IRS,” that it qualifies as a REIT, Broadmark Realty will receive an opinion of Gibson, Dunn & Crutcher LLP with respect to Broadmark Realty’s qualification as a REIT. Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinion of Gibson, Dunn & Crutcher LLP represents only the view of Broadmark Realty’s counsel based on Broadmark Realty’s counsel’s review and analysis of existing law and on certain representations as to factual matters and covenants made by Broadmark Realty, including representations relating to the values of Broadmark Realty’s assets and the sources of Broadmark Realty’s income. The opinion will be expressed as of the date issued and will not cover subsequent periods. Gibson, Dunn & Crutcher LLP has no obligation to advise Broadmark Realty or the holders of Broadmark Realty’s securities of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in applicable law. Furthermore, both the validity of the opinion of Gibson, Dunn & Crutcher LLP, and Broadmark Realty’s continued qualification as a REIT will depend on its ability to meet, on an ongoing basis, various complex requirements concerning, among other things, the ownership of its outstanding stock, the nature of its assets, the sources of its income, and the amount of its distributions to its stockholders, the results of which are not monitored by Gibson, Dunn & Crutcher LLP. Broadmark Realty’s ability to satisfy the asset tests depends upon its analysis of the characterization and fair market values of its assets, some of which are not susceptible to a precise determination, and for which it will not obtain independent appraisals. Broadmark Realty’s compliance with the annual REIT income and quarterly asset requirements also depends upon its ability to successfully manage the composition of its income and assets on an ongoing basis.

If Broadmark Realty fails to qualify for taxation as a REIT in any taxable year, and it does not qualify for certain statutory relief provisions, Broadmark Realty would be required to pay U.S. federal income tax on its taxable income at regular corporate rates, and distributions to its stockholders would not be deductible by it in determining its taxable income. In such a case, Broadmark Realty might need to borrow money or sell assets in order to pay its taxes. Broadmark Realty’s payment of income tax would decrease its cash available for distribution to its stockholders. Furthermore, if Broadmark Realty fails to maintain its qualification as a REIT, it no longer would be required to distribute substantially all of its taxable income to its stockholders. In addition, unless Broadmark Realty were eligible for certain statutory relief provisions, it could not re-elect to qualify as a REIT until the fifth calendar year following the year in which it failed to qualify. Broadmark Realty would also fail to qualify as a REIT in the event Broadmark Realty were treated under applicable Treasury regulations as a successor to another REIT whose qualification as a REIT was previously terminated or revoked. If a Company failed to qualify as a REIT prior to the Mergers, it is possible that Broadmark Realty would be treated as a successor REIT under the forgoing rules and thus unable to qualify as a REIT.

Broadmark Realty’s ownership of and relationship with taxable REIT subsidiaries is limited, and a failure to comply with the limits would jeopardize Broadmark Realty’s REIT qualification, and Broadmark Realty’s transactions with its taxable REIT subsidiaries may result in the application of a 100% excise tax if such transactions are not conducted on arm’s-length terms.

A REIT may own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). A TRS may earn income that would not be REIT-qualifying income if earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. Overall, no more than 20% of the value of a REIT’s assets may consist of stock and securities of one or more TRSs. A domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Broadmark Realty and Trinity will jointly elect for Trinity to be treated as a TRS as Trinity will provide certain investment management services with respect to the assets of Broadmark Realty as well as third parties. Broadmark Realty may elect for certain other of its subsidiaries to be treated as TRSs. Broadmark Realty’s TRSs will pay U.S. federal, state and local income tax on their taxable income, and their after-tax income will be available for distribution to Broadmark Realty but will not be required to be distributed to Broadmark Realty. Broadmark Realty will monitor the value of its investments in its TRSs to ensure compliance with the rule that no more than 20% of the value of its assets may consist of TRS stock and securities (which is applied at the end of each calendar quarter). It is likely that following the Business Combination more than 20% of the value of Broadmark Realty's assets will consist of the stock and securities of Trinity, together with any other TRSs of Broadmark Realty, in which case, Broadmark

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Realty will need to reduce its investment in Trinity no later than January 30, 2020 to continue to qualify as a REIT, which reduction Broadmark Realty expects to accomplish by causing Trinity to make a distribution to Broadmark Realty of a portion of its assets during such period. For Broadmark Realty’s taxable year ending December 31, 2019, Broadmark Realty may need to limit distributions from Trinity in order for Broadmark Realty to satisfy the 75% gross income test for that year. In addition, Broadmark Realty will scrutinize all of its transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that Broadmark Realty will be able to comply with the TRS limitations or to avoid application of the 100% excise tax discussed above.

Liquidation of assets may jeopardize Broadmark Realty’s REIT qualification or create additional tax liability for it.

To qualify as a REIT, Broadmark Realty must comply with requirements regarding the composition of its assets and its sources of income. If Broadmark Realty is compelled to liquidate its investments to repay outstanding obligations, Broadmark Realty may be unable to comply with these requirements, ultimately jeopardizing its qualification as a REIT, or may be subject to a 100% tax on any resultant gain if it sells assets that are treated as dealer property or inventory.

Even if Broadmark Realty qualifies as a REIT, it may be subject to some taxes that will reduce its cash flow.

Even if Broadmark Realty qualifies for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income, taxes on income from some activities conducted or sales made as a result of a foreclosure, excise taxes, and state or local income, property and transfer taxes, such as mortgage recording taxes, and other taxes. Moreover, in order to meet the REIT qualification requirements, prevent the recognition of certain types of non-cash income, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, Broadmark Realty may hold some of its assets through a TRS or other subsidiary corporation that will be subject to corporate level income tax at regular corporate rates. In addition, if a TRS borrows funds either from Broadmark Realty or a third party, it may be unable to deduct all or a portion of the interest paid, resulting in a higher corporate tax liability. Furthermore, the Code imposes a 100% excise tax on certain transactions between a TRS and a REIT that are not conducted on an arm’s length basis. Broadmark Realty intends to structure any transaction with a TRS on terms that it believes are arm’s length to avoid incurring this 100% excise tax. There can be no assurances, however, that Broadmark Realty will be able to avoid application of the 100% excise tax. The payment of any of these taxes would reduce Broadmark Realty’s cash flow.

Rapid changes in the values of Broadmark Realty’s assets may make it more difficult for it to maintain its qualification as a REIT.

If the fair market value or income potential of Broadmark Realty’s qualifying assets for purposes of its qualification as a REIT declines as a result of increased interest rates, changes in prepayment rates, general market conditions, government actions or other factors, or the fair market value of or income from non-qualifying assets increases, Broadmark Realty may need to increase its qualifying real estate assets and income or liquidate its non-qualifying assets to maintain its REIT qualification. If the change in real estate asset values or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets Broadmark Realty may own. Broadmark Realty may have to make decisions that it otherwise would not make absent its REIT election.

The REIT distribution requirements could adversely affect the ability of Broadmark Realty to execute its business plan and may force Broadmark Realty to incur debt or sell assets during unfavorable market conditions to make such distributions.

To qualify as a REIT, Broadmark Realty generally must distribute to its stockholders at least 90% of its “REIT taxable income” (determined without regard to the dividends paid deduction and excluding net capital gain) each year, and it will be subject to regular corporate income taxes to the extent that it distributes less than 100% of its “REIT taxable income” each year. In addition, Broadmark Realty will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by it in any calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. Broadmark Realty intends to make distributions to its stockholders to comply with the REIT distribution requirements.

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Broadmark Realty’s taxable income may substantially differ from its net income based on U.S. GAAP, and differences in timing between the recognition of taxable income and the actual receipt of cash may occur. For example, Broadmark Realty may recognize interest or other income on a mortgage loan for U.S. federal income tax purposes before Broadmark Realty receives any payments of interest on such mortgage. Broadmark Realty may also hold or acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury regulations, the modified debt may be considered to have been reissued to Broadmark Realty at a gain in a debt-for-debt exchange with the borrower, with gain recognized by Broadmark Realty to the extent that the principal amount of the modified debt exceeds Broadmark Realty’s cost of purchasing it prior to modification. Moreover, under the Tax Cuts and Jobs Act, or the “TCJA,” Broadmark Realty generally is required to take certain amounts into income no later than the time such amounts are reflected on certain financial statements. The application of this rule may require the accrual of income by Broadmark Realty earlier than would be the case under the general tax rules, although the precise application of this rule is unclear at this time. To the extent that this rule requires the accrual of income earlier than under the general tax rules, it could increase Broadmark Realty’s “phantom income.” Broadmark Realty may also be required under the terms of indebtedness that it incurs to use cash received from interest payments to make principal payments on that indebtedness, with the effect of recognizing income but not having a corresponding amount of cash available for distribution to its stockholders.

The effect of the foregoing is that Broadmark Realty may not have a corresponding amount of cash available for distribution to its stockholders. As a result, Broadmark Realty may generate less cash flow than taxable income in a particular year and find it difficult or impossible in certain circumstances to make distributions sufficient to satisfy the REIT distribution requirements and to avoid corporate income tax and the 4% excise tax in a particular year. In such circumstances, Broadmark Realty may be forced to incur debt on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise have been invested in future loans, or make a taxable distribution of shares of its common stock, as part of a distribution in which stockholders may elect to receive shares (subject to a limit measured as a percentage of the total distribution).

Broadmark Realty may be required to report taxable income from certain investments in excess of the economic income it ultimately realizes from them.

Broadmark Realty may acquire debt instruments in the secondary market for less than their face amount. The discount at which such debt instruments are acquired may reflect doubts about their ultimate collectability rather than current market interest rates. The amount of such discount will nevertheless generally be treated as “market discount” for U.S. federal income tax purposes. Accrued market discount is generally reported as income when, and to the extent that, any payment of principal of the debt instrument is made. If Broadmark Realty collects less on the debt instrument than its purchase price plus the market discount it had previously reported as income, it may not be able to benefit from any offsetting loss deductions. In addition, Broadmark Realty may hold or acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under applicable Treasury regulations, the modified debt may be considered to have been reissued to Broadmark Realty at a gain in a debt-for-debt exchange with the borrower. In that event, Broadmark Realty may be required to recognize taxable gain to the extent the principal amount of the modified debt exceeds its adjusted tax basis in the unmodified debt, even if the value of the debt or the payment expectations have not changed.

Moreover, debt instruments that Broadmark Realty originates or acquires may be issued with original issue discount. Broadmark Realty will be required to report such original issue discount based on a constant yield method and will be taxed based on the assumption that all future projected payments due on such debt instruments will be made. If any such debt instrument turns out not to be fully collectable, an offsetting loss deduction will become available only in the later year that uncollectability is provable.

Additionally, under the TCJA, Broadmark Realty generally is required to take certain amounts into income no later than the time such amounts are reflected on certain financial statements. The application of this rule may require the accrual of income by Broadmark Realty earlier than would be the case under the general tax rules, although the precise application of this rule is unclear at this time. To the extent that this rule requires the accrual of income earlier than under the general tax rules, it could increase Broadmark Realty’s “phantom income.”

Finally, in the event that any debt instruments held or acquired by Broadmark Realty are delinquent as to mandatory principal and interest payments, or in the event payments with respect to a particular debt instrument are not made when due, Broadmark Realty may nonetheless be required to continue to recognize the unpaid interest as

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taxable income as it accrues, despite doubt as to its ultimate collectability. In each case, while Broadmark Realty would in general ultimately have an offsetting loss deduction available to it when such interest was determined to be uncollectable, the utility of that deduction could depend on Broadmark Realty having taxable income in that later year or thereafter.

The tax on prohibited transactions will limit Broadmark Realty’s ability to engage in certain transactions.

Net income that Broadmark Realty derives from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held primarily for sale to customers in the ordinary course of a trade or business by Broadmark Realty or by a borrower that has issued a shared appreciation mortgage or similar debt instrument to Broadmark Realty. Broadmark Realty would, for example, be subject to this tax if it were to recognize taxable gain as a result of the transfer of participation interests in, or another type of syndication of interests in, any assets in a manner that was treated as a sale or other disposition of property that is held for sale to customers in the ordinary course of a trade or business. The 100% tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates.

Broadmark Realty intends to conduct its operations at the REIT level so that no asset that it owns (or is treated as owning) will be treated as, or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of its business. As a result, Broadmark Realty may choose not to engage in certain transactions at the REIT level, even though the sales or structures might otherwise be beneficial to it. In addition, whether property is held primarily for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances. Broadmark Realty intends to structure its activities to avoid prohibited transaction characterization but no assurance can be given that any property that it sells will not be treated as property held for sale to customers, or that it can comply with certain safe-harbor provisions of the Code that would prevent such treatment.

Broadmark Realty’s investments in construction loans will require it to make estimates about the fair value of land improvements that may be challenged by the IRS.

Broadmark Realty expects to invest in construction loans, the interest from which will be qualifying income for purposes of the REIT income tests, provided that the loan value of the real property securing the construction loan is equal to or greater than the highest outstanding principal amount of the construction loan during any taxable year. For purposes of construction loans, the loan value of the real property is the fair value of the land plus the reasonably estimated cost of the improvements or developments (other than personal property) that will secure the loan and that are to be constructed from the proceeds of the loan. There can be no assurance that the IRS would not challenge Broadmark Realty’s estimate of the loan value of the real property.

If any subsidiary REIT failed to qualify as a REIT, Broadmark Realty could be directly or indirectly subject to higher taxes and could fail to remain qualified as a REIT.

Broadmark Realty may directly or indirectly (through disregarded subsidiaries, pass-through entities or a TRS) own shares of a subsidiary that has elected to be taxed as a REIT for U.S. federal income tax purposes. Any such subsidiary REIT would be subject to the various REIT qualification requirements and other limitations described herein that are applicable to Broadmark Realty. If any such subsidiary REIT were to fail to qualify as a REIT, then (i) such subsidiary REIT would become subject to U.S. federal income tax and applicable state and local taxes on its taxable income at regular corporate rates and (ii) Broadmark Realty’s ownership of shares in such subsidiary REIT, unless held indirectly through Trinity or another TRS, would cease to be a qualifying asset for purposes of the asset tests applicable to REITs. If any such subsidiary REIT not held indirectly through Trinity or another TRS were to fail to qualify as a REIT, it is possible that Broadmark Realty would fail certain of the asset tests applicable to REITs, in which event Broadmark Realty would fail to qualify as a REIT unless Broadmark Realty could avail itself of certain relief provisions.

Broadmark Realty could have potential deferred and contingent tax liabilities as a result of acquiring assets in the Mergers that were previously owned by non-REIT “C” corporations.

Even if Broadmark Realty qualifies for taxation as a REIT, Broadmark Realty will be subject to U.S. federal corporate income tax at the highest regular rate (currently 21%) on all or a portion of the gain recognized from the disposition of any asset acquired from BRELF III in the Mergers occurring within the five-year period following

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BRELF III’s REIT conversion on January 1, 2019. In other words, if during the five year period beginning on January 1, 2019, Broadmark Realty recognizes gain on the disposition of any asset BRELF III owned on January 1, 2019, then, to the extent of the excess of (i) the fair market value of such asset as of January 1, 2019, over (ii) BRELF III’s adjusted income tax basis in such asset as of January 1, 2019, Broadmark Realty will be required to pay U.S. federal corporate income tax on this gain at the highest regular rate. The same treatment would apply, for a period of as long as five years beginning on the date of the closing of the Business Combination, to any assets acquired in the Mergers by Broadmark Realty from a Company that failed to qualify as a REIT in a taxable year ending on or prior to the Business Combination. These requirements could limit, delay or impede future sales of certain assets. Broadmark Realty currently does not expect to sell any asset if the sale would result in the imposition of a material tax liability. Broadmark Realty cannot, however, assure you that it will not change its plans in this regard.

Broadmark Realty has not established a minimum distribution payment level and it cannot assure you of its ability to pay distributions in the future.

To maintain its qualification as a REIT and generally not be subject to U.S. federal income and excise tax, Broadmark Realty would generally be required to distribute to its stockholders at least 90% of its REIT taxable income each year, which requirement Broadmark Realty currently intends to satisfy through regular cash distributions to its stockholders out of legally available funds therefor. Broadmark Realty has not, however, established a minimum distribution payment level and its ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in this registration statement under Form S-4. All distributions will be made at the discretion of Broadmark Realty’s board of directors and will depend on its earnings, its financial condition, maintenance of its REIT qualification, restrictions on making distributions under state law and such other factors as its board of directors may deem relevant from time to time. Broadmark Realty may not be able to make distributions in the future and its board of directors may change its distribution policy in the future. Broadmark Realty believes that a change in any one of the following factors, among others, could adversely affect its results of operations and impair its ability to pay distributions to its stockholders: the profitability of the assets it holds or acquires; the allocation of assets between its REIT-qualified and non-REIT qualified subsidiaries; its ability to make profitable investments and to realize profits therefrom; and defaults in its asset portfolio or decreases in the value of its portfolio. As a result, Broadmark Realty cannot assure you that it will achieve results that will allow it to make a specified level of cash distributions or any increase in the level of such distributions in the future.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends, which could depress the market price of Broadmark Realty’s stock if it is perceived as a less attractive investment.

The maximum tax rate applicable to income from “qualified dividends” payable by non-REIT “C” corporations to U.S. stockholders that are individuals, trusts and estates generally is 20% (excluding the 3.8% net investment income tax). Dividends payable by a REIT, however, generally are not eligible for the current reduced rate, except to the extent that certain holding requirements have been met and the REIT’s dividends are attributable to dividends received by such REIT from taxable corporations (such as a TRS), to income that was subject to tax at the REIT/corporate level, or to dividends properly designated by the REIT as “capital gains dividends.” Effective for taxable years beginning before January 1, 2026, non-corporate U.S. stockholders generally may deduct 20% of their dividends from REITs (excluding “qualified dividend” income and “capital gains dividends”). For those U.S. stockholders in the top marginal tax bracket of 37%, the deduction for applicable REIT dividends yields an effective income tax rate of 29.6% on such REIT dividends, which is higher than the 20% tax rate on “qualified dividend” income paid by non-REIT “C” corporations. Although the reduced rates applicable to dividend income from non-REIT “C” corporations do not adversely affect the taxation of REITs or dividends payable by REITs, it could cause investors who are non-corporate taxpayers to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT “C” corporations that pay qualified dividends, which could depress the market price of investments in REITs, including Broadmark Realty’s stock.

In the future, Broadmark Realty may seek to pay dividends in the form of stock, in which case holders of Broadmark Realty stock may be required to pay income taxes in excess of the cash dividends they receive.

Broadmark Realty may seek in the future to distribute taxable dividends that are payable in cash and stock, at the election of each stockholder. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of Broadmark Realty’s current and accumulated earnings

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and profits (as determined for U.S. federal income tax purposes). As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. Accordingly, stockholders receiving a distribution of shares of Broadmark Realty stock may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of Broadmark Realty’s stock at the time of the sale. In addition, in such case, a U.S. stockholder could have a capital loss with respect to the stock sold that could not be used to offset such dividend income. Furthermore, with respect to certain non-U.S. stockholders, Broadmark Realty may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock, in which case, Broadmark Realty may have to withhold or dispose of part of the shares in such distribution and use such withheld shares or the proceeds of such disposition to satisfy the withholding tax imposed. In addition, such a taxable stock dividend could be viewed as equivalent to a reduction in Broadmark Realty’s cash distributions, and that factor, as well as the possibility that a significant number of Broadmark Realty’s stockholders could determine to sell stock in order to pay taxes owed on dividends, may put downward pressure on the market price of Broadmark Realty’s stock.

The IRS has issued Revenue Procedure 2017-45 authorizing elective cash/stock dividends to be made by publicly offered REITs (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act). Pursuant to Revenue Procedure 2017-45, effective for distributions declared on or after August 11, 2017, the IRS will treat the distribution of stock pursuant to an elective cash/stock dividend as a distribution of property under Section 301 of the Code (i.e., a dividend), as long as at least 20% of the total dividend is available in cash and certain other parameters detailed in the Revenue Procedure are satisfied. Although Broadmark Realty has no current intention of paying dividends in its own stock, if in the future it chooses to pay dividends in its own stock, its stockholders may be required to pay tax in excess of the cash that they receive.

Complying with the REIT requirements may cause Broadmark Realty to liquidate or forgo otherwise attractive investment opportunities.

To qualify as a REIT, Broadmark Realty must ensure that, at the end of each calendar quarter, at least 75% of the value of its assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities (the “75% asset test”). The remainder of Broadmark Realty’s investments (other than securities includable in the 75% asset test) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. Additionally, in general, no more than 5% of the value of Broadmark Realty’s total assets (other than securities includable in the 75% asset test) can consist of the securities of any one issuer, no more than 20% of the value of Broadmark Realty’s total assets can be represented by securities of one or more TRSs, and debt instruments issued by publicly offered REITs, to the extent not secured by real property or interests in real property, cannot exceed 25% of the value of Broadmark Realty’s total assets. If Broadmark Realty fails to comply with these requirements at the end of any calendar quarter, Broadmark Realty must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, Broadmark Realty may be required to liquidate or forgo otherwise attractive investment opportunities. These actions could have the effect of reducing the income of Broadmark Realty and amounts available for distribution by Broadmark Realty to its stockholders and the income and amounts available to service Broadmark Realty’s indebtedness, if any.

In addition to the asset tests set forth above, to qualify as a REIT, Broadmark Realty must continually satisfy tests concerning, among other things, the sources of its income, the amounts it distributes to its stockholders and the ownership of its stock. Broadmark Realty may be required to make distributions to stockholders at disadvantageous times or when it does not have funds readily available for distribution, and Broadmark Realty may be unable to pursue investment opportunities that would be otherwise advantageous to it in order to satisfy the source-of-income or asset-diversification requirements for it to qualify as a REIT. In addition, in certain cases, the modification of a debt instrument could result in the conversion of the instrument from a qualifying real estate asset to a wholly or partially non-qualifying asset. Compliance with the source-of-income requirements may also limit Broadmark Realty’s ability to acquire debt instruments at a discount from their face amount. Thus, compliance with the REIT requirements may hinder Broadmark Realty’s ability to make, or in certain cases, maintain ownership of, certain attractive investments and, thus, reduce its income and amounts available for distribution or to service its indebtedness, if any.

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Broadmark Realty may be subject to adverse legislative or regulatory tax changes that could reduce the market price of its stock.

The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the U.S. federal income tax treatment of an investment in Broadmark Realty. The rules dealing with U.S. federal, state, and local taxation are constantly under review by persons involved in the legislative process and by the IRS, the U.S. Department of the Treasury, and other taxing authorities. Changes to the tax laws, with or without retroactive application, could have a material adverse effect on Broadmark Realty and its stockholders. Broadmark Realty cannot predict how changes in the tax laws might affect it or its stockholders. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect Broadmark Realty’s ability to remain qualified as a REIT or the tax consequences of such qualification.

The TCJA made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. The top corporate income tax rate has been reduced to 21%. In the case of individuals, the tax brackets have been adjusted, the top federal income rate has been reduced to 37%, special rules reduce taxation of certain income earned through pass-through entities and reduce the top effective rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends received) and various deductions have been eliminated or limited. The TCJA generally requires Broadmark Realty to take certain amounts in income no later than the time such amounts are reflected on certain financial statements. The application of this rule may require the accrual of income by Broadmark Realty earlier than would be the case under the general tax rules, although the precise application of this rule is unclear at this time. To the extent that this rule requires the accrual of income earlier than under the general tax rules, it could increase Broadmark Realty’s “phantom income,” which may make it more likely that Broadmark Realty could be required to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which this “phantom income” is recognized. Most of the TCJA changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. There are only minor changes to the REIT rules (other than the 20% deduction applicable to individuals for ordinary REIT dividends received). The TCJA makes numerous other large and small changes to the tax rules that do not affect REITs directly but may affect Broadmark Realty’s stockholders and may indirectly affect Broadmark Realty.

Broadmark Realty could be materially and adversely affected if it is deemed to be an investment company under the Investment Company Act of 1940, as amended.

Broadmark Realty does not intend to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), following completion of the Business Combination. Broadmark Realty intends to conduct its operations so that it is not an investment company under the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is deemed to be an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Under Section 3(a)(1)(C) of the Investment Company Act, a company is deemed to be an “investment company” if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or propose to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of government securities and cash items) on an unconsolidated basis.

The Company Group does not believe that Broadmark Realty will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because it will not engage primarily, or propose to engage primarily, or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, Broadmark Realty will be primarily engaged in the non-investment company businesses of its wholly owned subsidiaries. Furthermore, Broadmark Realty will continuously monitor its holdings to ensure that it is in compliance with Section 3(a)(1)(C) of the Investment Company Act. Consequently, the Company Group expects that Broadmark Realty will be able to conduct its operations such that it will not be deemed an investment company under the Investment Company Act.

If it were established that Broadmark Realty was an unregistered investment company, Broadmark Realty could be subject to monetary penalties and injunctive relief in an action brought by the SEC. Broadmark Realty might also be unable to enforce contracts with third parties, and third parties might seek rescission of transactions undertaken during the period that it was established that Broadmark Realty was an unregistered investment company. In the event that Broadmark Realty was required to register as an investment company under the Investment Company Act, it

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would become subject to substantial regulation with respect to its capital structure, management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including restrictions with respect to diversification and industry concentration and other matters. Compliance with the Investment Company Act would, accordingly, limit Broadmark Realty’s ability to conduct its business and require it to significantly restructure its business plan.

Risks Related to the Business Combination

Broadmark Realty has no operating or financial history and its results of operations may differ significantly from the unaudited pro forma financial data included in this document.

Broadmark Realty has been recently incorporated and has no operating history and no revenues. This document includes unaudited pro forma condensed combined financial statements for Broadmark Realty. The unaudited pro forma condensed combined statement of operations of Broadmark Realty combines the historical audited results of operations of Trinity for the year ended December 31, 2018 and unaudited interim results of Trinity for the six months ended June 30, 2019 with the historical audited results of operations of each of the Company Group entities for the years ended December 31, 2018 and the unaudited interim results of operations of each of the Company Group entities for the six months ended June 30, 2019, respectively, (except that BRELF III and MgCo III were not in operation for the entire year ended December 31, 2018, and BRELF IV and MgCo IV only have financial statements since their inception on February 28, 2019, and therefore have no financial information for the year ended December 31, 2018) and gives pro forma effect to the Business Combination as if it had been consummated as of January 1, 2018. The unaudited pro forma condensed combined balance sheet of Broadmark Realty combines the historical balance sheets of Trinity and each of the Company Group entities as of June 30, 2019 and gives pro forma effect to the Business Combination as if it had been consummated on such date.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of Broadmark Realty. Accordingly, Broadmark Realty’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination.

Trinity’s stockholders will experience dilution due to the issuance of shares of common stock of Broadmark Realty to the members of the Company Group entities as consideration in the Merger and the issuance of shares to the Farallon entities in the PIPE Investment.

Based on the Company Group entities’ and Trinity’s current capitalization (and the assumptions regarding the Merger Consideration to be paid at the closing of the Business Combination described under the section entitled “ The Merger Agreement—Consideration to Be Received in the Business Combination ”), Broadmark Realty anticipates issuing an aggregate of 89.5 million shares of Broadmark Realty common stock to the existing members of the Companies, an aggregate of 6.1 million shares of Broadmark Realty common stock to the existing members of the Management Companies, and an aggregate of 39.3 million shares of Broadmark Realty common stock to the existing stockholders of Trinity common stock, each as consideration in each of the Company Merger, the Management Company Merger and the Trinity Merger, respectively, pursuant to the Merger Agreement. Furthermore, if the Incentive Plan Proposal is approved, the aggregate number of shares of common stock issuable under the Incentive Plan will be 5,000,000 and it is currently expected that shortly after the closing, Broadmark Realty will issue an aggregate of 525,312 restricted shares of Broadmark Realty common stock to executives or the directors of Broadmark Realty following the Merger (see the section entitled “ Proposals to be Considered by Trinity’s Stockholders— Proposal No. 2—Approval and Adoption of the Incentive Plan ”). In addition, Broadmark Realty will issue 7.2 million shares of Broadmark Realty common stock to the Farallon entities pursuant to the PIPE Investment simultaneously with or immediately prior to the closing of the Business Combination. Based on the assumptions described under the section entitled “ Frequently Used Terms , ” Trinity’s existing stockholders would hold in the aggregate approximately 27.6% of the issued and outstanding shares of Broadmark Realty common stock 24.2% of the shares of Broadmark Realty common stock would be held by the public stockholders and 3.4% would be held

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by the Trinity Sponsor), the Farallon entities are expected to hold approximately 5.0% of the issued and outstanding shares of Broadmark Realty common stock and the existing holders of the Company Group entities, and their employees would hold approximately 67.3% of the outstanding shares of common stock of Broadmark Realty (62.9% of the shares of Broadmark Realty common stock would be held by the members of the Companies and 4.3% of the shares of Broadmark Realty common stock would be held by holders of preferred units in the Management Companies). Without limiting the other assumptions described under the section entitled “ The Business Combination— Total Shares of Broadmark Realty Common Stock to be Issued in the Business Combination ” these ownership percentages do not take into account:

• any warrants or options to purchase shares of Broadmark Realty common stock that will be outstanding following the Mergers; or

• any equity awards that may be issued under the proposed Incentive Plan following the Mergers, including 525,312 shares of restricted Broadmark Realty common stock currently expected to be issued to Broadmark Realty executives shortly after the closing of the Business Combination under the Incentive Plan (See the section entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 2—Approval and Adoption of the Incentive Plan” for more information).

If any of Trinity’s public shares are redeemed in connection with the Mergers, the percentage of the outstanding shares of Broadmark Realty common stock held by the public stockholders will decrease and the percentages of the outstanding shares of Broadmark Realty common stock held immediately following the Business Combination by the Trinity Sponsor and the percentage of voting power of the Broadmark Realty common stock issuable to the holders of common units and preferred units in the Company Group entities will increase. To the extent that any of the outstanding warrants are exercised for shares of Broadmark Realty common stock, or additional awards are issued under the proposed Incentive Plan, Trinity’s existing stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of Trinity’s existing stockholders to influence Broadmark Realty’s management through the election of directors following the Business Combination.

Broadmark Realty will be a holding company and its only material asset after completion of the Business Combination will be its interest in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments and pay dividends.

Upon completion of the Business Combination, Broadmark Realty will be a holding company with no material assets other than its ownership of its subsidiaries. As a result, Broadmark Realty will have no independent means of generating revenue or cash flow. Broadmark Realty’s ability to pay taxes, make payments and pay dividends will depend on the financial results and cash flows of its subsidiaries and the distributions it receives from its subsidiaries. Deterioration in the financial condition, earnings or cash flow of its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that Broadmark Realty needs funds and any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or any of its subsidiaries is otherwise unable to provide such funds, it could materially adversely affect Broadmark Realty’s liquidity and financial condition.

The ability of Broadmark Realty’s subsidiaries to make distributions to Broadmark Realty may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which such subsidiary is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering such subsidiary insolvent. If Broadmark Realty’s cash resources are insufficient to fund its obligations, Broadmark Realty may be required to incur indebtedness to provide the liquidity needed to make such payments, which could materially adversely affect its liquidity and financial condition and subject Broadmark Realty to various restrictions imposed by any such lenders.

Subsequent to the completion of the Business Combination, Broadmark Realty may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its business, financial condition, results of operations and the price of its stock, which could cause you to lose some or all of your investment.

Trinity cannot assure you that the due diligence Trinity has conducted on the Company Group will reveal all material issues that may be present with regard to the Company Group, or that factors outside of Trinity’s or the Company Group’s control will not later arise. As a result of unidentified issues or factors outside of Trinity’s or the Company Group’s control, Broadmark Realty may be forced to later write-down or write-off assets, restructure

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operations, or incur impairment or other charges that could result in reporting losses. Even if Trinity’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by Trinity. Even though these charges may be non-cash items that would not have an immediate impact on Broadmark Realty’s liquidity, the fact that Broadmark Realty reports charges of this nature could contribute to negative market perceptions about Broadmark Realty or its securities. In addition, charges of this nature may cause Broadmark Realty to violate leverage or other covenants to which it may be subject. Accordingly, any stockholder who choose to remain a stockholder following the Business Combination could suffer a reduction in the value of their shares from any such write-down or write-downs.

During the pendency of the Business Combination, Trinity will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of Trinity to enter into, or proposed to enter into, any other business combination, in each case that would reasonably be expected to hinder or materially delay the transactions contemplated in the Merger Agreement. As a result, while the Merger Agreement is in effect, neither Trinity nor the Company Group may enter into, solicit, initiate or participate in any discussions or negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or group, concerning any sale of any material assets or any conversion, consolidation, liquidation, dissolution or similar transaction or other business combination, with any third party, even though any such alternative transaction could be more favorable to Trinity’s stockholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

During the pre-closing period, Trinity and the Company Group are prohibited from entering into certain transactions that might otherwise be beneficial to Trinity, the Company Group or their respective stockholders.

Until the earlier of consummation of the Business Combination or termination of the Merger Agreement, Trinity and Company Group are subject to certain limitations on the operations of their businesses, each as summarized under the “The Merger Agreement—Conduct of Business Pending the Business Combination,” including, subject to specified exceptions, limitations on:

• soliciting, negotiating or entering into transactions alternative to the Business Combination;

• acquiring other entities and assets (whether by merger, asset purchase or other methods) or, in the case of the Company Group, disposing of any assets by any means (including through licenses) that would result in costs in excess of certain thresholds or that would be outside the ordinary course of business;

• operating outside the ordinary course of business;

• paying dividends (other than, in the case of the Company Group, any dividends accrued or accruing on the shares of Company Group preferred stock, including any arrearages);

• reclassifying, repurchasing and, in the case of Trinity, issuing any of its securities (other than redemptions by Trinity provided for in the Trinity amended and restated certificate of incorporation and the Trust Agreement and by the Company Group provided for in Companies’ organizational documents); and

• certain other business activities.

The limitations on Trinity’s and the Company Group’s conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by stockholders of Trinity and by the members of the Companies, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination, including the approval of the Warrant Amendment by holders of at least 65% of the outstanding public warrants. For a list of the material closing conditions contained in the Merger Agreement, see the

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section entitled “The Merger Agreement—Conditions to Complete the Business Combination.” Trinity and the Company Group may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Trinity and the Company Group to each lose some or all of the intended benefits of the Business Combination.

Uncertainties about the Business Combination during the pre-closing period may cause a loss of key management personnel and other key employees.

The Company Group entities are dependent on the experience and industry knowledge of their key management personnel and other key employees to operate their businesses and execute their business plans. Broadmark Realty’s success following the Business Combination will depend in part upon its ability to retain the Company Group entities’ existing key management personnel and other key employees and attract new management personnel and other key employees. During the pre-closing period, current and prospective employees of the Company Group may experience uncertainty about their roles with Broadmark Realty after the Business Combination, which may adversely affect the ability of Broadmark Realty to retain or attract management personnel and other key employees. While Broadmark Realty intends to enter into employment agreements with certain key employees in connection with the Business Combination, there is no assurance that any or all of the Company Group’s key management personnel or other key employees will continue their employment with Broadmark Realty. Losing the services of any of the Company Group’s key management personnel or other key employees could harm Broadmark Realty’s business until a suitable replacement is hired, and such replacement may not have equal experience or capabilities.

Upon completion of the Business Combination, the rights of holders of Broadmark Realty common stock arising under the MGCL will differ from, and may be less favorable to, the rights of holders of shares of Trinity common stock arising under the DGCL.

Upon completion of the Business Combination, Trinity stockholders who receive shares of Broadmark Realty common stock will become Broadmark Realty stockholders, whose rights will arise under the MGCL. The MGCL contains provisions that differ in some respects from those in DGCL, and, therefore, some rights of holders of Broadmark Realty common stock could differ from the rights that Trinity stockholders currently possess. For a more detailed description of the rights of Broadmark Realty stockholders under MGCL and how they may differ from the rights of Trinity stockholders under the DGCL, please see the section entitled “Comparison of Rights of Stockholders of Trinity and Broadmark Realty.” A Trinity stockholder may conclude that the current rights such stockholder has under DGCL are more advantageous than the rights such stockholder may have as a Broadmark Realty stockholder under MGCL.

Broadmark Realty’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause Broadmark Realty to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the price of shares of Broadmark Realty common stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from Broadmark Realty’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to Broadmark Realty’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, Broadmark Realty may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Trinity may redeem its unexpired warrants prior to their exercise at a time that is disadvantageous to holders of Trinity warrants, thereby making such warrants worthless.

Assuming the Warrant Amendment is adopted, Trinity will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the closing price of Trinity common stock equals or exceeds $18.00 per share (as adjusted for share

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splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption. If and when the warrants become redeemable by Trinity, Trinity may exercise its redemption right even if Trinity is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The private placement warrants are not redeemable by Trinity so long as they are held by the Trinity Sponsor or its permitted transferees.

Even if the Business Combination is consummated, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Broadmark Realty’s management does not have prior experience in operating a public company.

Broadmark Realty’s management does not have prior experience in managing a publicly traded company. As such, the management team may encounter difficulties in successfully or effectively managing its transition to a public company following the Business Combination and in complying with its reporting and other obligations under federal securities laws and other regulations and in connection with operating as a public company. Their lack of prior experience in dealing with the reporting and other obligations and laws pertaining to public companies could result the management of Broadmark Capital being required to devote significant time to these activities which may result in less time being devoted to the management and growth of Broadmark Realty. Broadmark Realty will be required to hire additional personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies. Broadmark Capital may be required to incur significant expense in connection with these efforts.

Pursuant to the terms of the Warrant Amendment, a Public Warrant Holder will only be permitted to exercise its warrants for a whole number of shares of Broadmark common stock.

Pursuant to the terms of the Warrant Amendment, a Trinity public warrant holder will be able to exercise its warrants only for a whole number of shares of Broadmark common stock. This means that only a number of warrants evenly divisible by four may be exercised at any given time by the public warrant holder. For example, if a Trinity public warrant holder holds three warrants to purchase one-quarter of a share of Broadmark common stock, such Trinity warrants will not be exercisable. However, if a Trinity public warrant holder holds four Trinity warrants, such Trinity warrants will be exercisable for one share of Broadmark common stock. Trinity will not pay cash in lieu of fractional warrants after giving effect to the Warrant Amendment.

The terms of the Trinity public warrants may be amended with the approval by the holders of at least 65% of the outstanding p ublic w arrants.

The Trinity public warrants were issued pursuant to the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Trinity. The Warrant Agreement provides that the terms of the Trinity public warrants may be amended as contemplated by the Warrant Amendment Proposal with the approval by the holders of at least 65% of the outstanding Trinity public warrants. Accordingly, the terms of the Trinity public warrants may be amended as contemplated by the Warrant Amendment Proposal if holders of at least 65% of the then outstanding Trinity public warrants approve of the Warrant Amendment Proposal. If the Warrant Amendment Proposal is approved, all holders of Trinity public warrants will be bound by the amendments to the public warrants, even if they voted against the Warrant Amendment Proposal.

Risks Related to Ownership of Broadmark Realty Common Stock

The rights of Broadmark Realty’s stockholders and the duties of Broadmark Realty’s directors are governed by (i) MGCL, (ii) Broadmark Realty’s Charter and Broadmark Realty’s Bylaws and (iii) internal rules and policies adopted by the Broadmark Realty board of directors.

Broadmark Realty’s corporate affairs, as a Maryland corporation, are governed by (i) Broadmark Realty’s Charter and Broadmark Realty’s Bylaws, (ii) internal rules and policies adopted by the Broadmark Realty Board and

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(iii) the laws governing companies incorporated in the State of Maryland. For more information, see “Comparison of Rights of Stockholders of Trinity and Broadmark Realty.”

Following the completion of the Business Combination, the executive officers of the Company Group will own a significant portion of shares of Broadmark Realty common stock, will have representation on the Broadmark Realty board of directors and will serve as executive officers of Broadmark Realty. These individuals may have interests that differ from those of other stockholders.

Upon the completion of the Business Combination, approximately 4.1% of shares of Broadmark Realty common stock will be beneficially owned by the executive officers of the Company Group. In addition, two of Broadmark Realty’s director nominees were designated by the Companies and, following completion of the Business Combination, the Company Group’s executive officers will serve as executive officers of Broadmark Realty. As a result, the Company Group’s executive officers may be able to influence the outcome of matters submitted for director action, subject to the obligation of each of Broadmark Realty’s directors to comply with his or her statutory duties and Maryland law, and for stockholder action, including the election of the Broadmark Realty board of directors and approval of significant corporate transactions, including business combinations, consolidations and mergers. Additionally, as executive officers of Broadmark Realty, following the Business Combination, the executive officers of the Company Group will manage the day to day affairs of Broadmark Realty. So long as the executive officers of the Company Group continue to directly or indirectly own a significant amount of shares of Broadmark Realty’s outstanding common stock, maintain two director appointees on the board and serve as executive officers of Broadmark Realty, such individuals will be able to exert influence on Broadmark Realty and may be able to exercise their influence in a manner that is not in the interests of Broadmark Realty’s other stockholders. Such influence over Broadmark Realty could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of Broadmark Realty, which could cause the market price of Broadmark Realty common stock to decline or prevent Broadmark Realty’s stockholders from realizing a premium over the market price for Broadmark Realty common stock. Prospective investors in Broadmark Realty common stock should consider that the interests of the Broadmark executive officers may differ from their interests in material respects. For more information, see “The Business Combination—Interests of Directors, Managers and Executives in the Business Combination—Interests of Directors, Managers and Executives of the Company Group.”

The Company Group identified certain material weaknesses in their internal control over financial close reporting process related to each of the Companies and the Management Companies for all periods reported in t his joint proxy statement/prospectus . The Company Group intends to take steps to remediate these material weaknesses, but there is no assurance that it will be successful in doing so in a timely matter. Even if remediated, Broadmark Realty may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of Broadmark Realty’s financial statements or cause Broadmark Realty to fail to meet its reporting obligations. As a result, stockholders could lose confidence in Broadmark Realty’s financial and other public reporting, which is likely to negatively affect Broadmark Realty’s business and the market price of Broadmark Realty common stock.

In connection with the preparation of the consolidated financial statements for all periods presented in this joint proxy statement/prospectus for each of the Companies and Management Companies, the Company Group identified certain material weaknesses in such entities’ internal control over financial reporting relating to the financial closing and reporting process. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses for each of the Companies and Management Companies related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of GAAP, commensurate with our financial reporting requirements and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively. As a result, numerous adjustments to financial statements of each of the Companies and Management Companies were identified and made during the course of the audit process. The Company Group intends to take steps to remediate these material weaknesses, including enlisting the help of external advisors to provide assistance in the areas of internal controls and GAAP accounting in the short term, and are evaluating the longer-term resource needs of its accounting staff, including GAAP expertise. These remediation measures may be time consuming and costly, and might place significant demands on its financial, accounting and operational resources. In addition, there is no assurance that the Company Group will be successful in hiring any necessary finance and accounting personnel in a timely manner, or at all.

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Effective internal control over financial reporting is necessary for Broadmark Realty to provide reliable financial reports and is important in helping to prevent mistakes in Broadmark Realty’s financial statements and financial fraud. Any failure to implement required new or improved controls, or difficulties encountered in Broadmark Realty’s implementation to successfully remediate its existing or any future material weaknesses in its internal control over financial reporting, or identify any additional material weaknesses that may exist, the accuracy and timing of Broadmark Realty’s financial reporting may be adversely affected, Broadmark Realty may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, Broadmark Realty may be unable to prevent fraud, investors may lose confidence in Broadmark Realty’s financial reporting, and the price of shares of Broadmark Realty common may decline as a result. In addition, Broadmark Realty’s reporting obligations as a public company could place a significant strain on Broadmark Realty’s management, operational and financial resources and systems for the foreseeable future and may cause Broadmark Realty to fail to timely achieve and maintain the adequacy of its internal control over financial reporting.

Any testing conducted by Broadmark Realty, or any testing conducted by Broadmark Realty’s independent registered public accounting firm, may reveal additional deficiencies in Broadmark Realty’s internal control over financial reporting that are deemed to be new material weaknesses or that may require prospective or retroactive changes to Broadmark Realty’s financial statements or identify other areas for further attention or improvement. In addition, Broadmark Realty’s reporting obligations as a public company could place a significant strain on Broadmark Realty’s management, operational and financial resources and systems for the foreseeable future and may cause Broadmark Realty to fail to timely achieve and maintain the adequacy of its internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. There is no assurance that the measures the Company Group is currently undertaking or Broadmark Realty may take in the future will be sufficient to maintain effective internal controls or to avoid potential future deficiencies in internal control, including material weaknesses.

Neither the management of the Company Group nor an independent registered public accounting firm has ever performed an evaluation of Broadmark Realty’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, because no such evaluation has been required. Had any independent registered public accounting firm performed an evaluation of the Company Group’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified. The Company Group’s independent registered public accounting firm is not required to attest to and report on the effectiveness of the internal controls over financial reporting of any of the Company Group’s entities, and Broadmark Realty’s independent registered public accounting firm is not required to attest to and report on the effectiveness of Broadmark Realty’s internal controls over financial reporting until after Broadmark Realty is no longer an emerging growth company. At that time, Broadmark Realty’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Broadmark Realty’s internal controls over financial reporting is documented, designed, or operating. Failing to remediate existing material weaknesses and maintain effective disclosure controls and internal controls over financial reporting could have a material and adverse effect on Broadmark Realty’s business and operating results and could cause a decline in the price of Broadmark Realty’s securities.

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Broadmark Realty’s securities may not be accepted to be listed for trading on the NYSE, and Broadmark Realty’s warrants may not be listed on the NYSE Amex or trading over-the-counter, which could limit investors’ ability to make transactions in Broadmark Realty’s securities and subject Broadmark Realty to additional trading restrictions.

Trinity’s public shares and public warrants are currently listed on Nasdaq. In connection with the Business Combination, Broadmark Realty intends to apply for the listing of its common stock and public warrants on the NYSE and NYSE Amex, respectively.

NYSE’s initial listing requirements are more rigorous than Nasdaq’s continued listing requirements. It is not a condition to the parties’ obligations to complete the Business Combination that the Broadmark Realty common stock warrants be listed on the NYSE provided that if they are not listed on the NYSE, Broadmark Realty common stock and public warrants are required to be listed on Nasdaq.

If the NYSE does not approve the listing of Broadmark Realty common stock or warrants and delists or approves them for listing but subsequently delists them, and Broadmark Realty is not able to list such securities on another national securities exchange, including the NASDAQ Capital Market, Broadmark Realty’s securities could be quoted on an over-the-counter market. If this were to occur, Broadmark Realty could face significant material adverse consequences, including:

• a limited availability of market quotations for its securities;

• a reduced liquidity for its securities;

• a determination that Broadmark Realty common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Broadmark Realty’s common stock, as well as warrants, since they convert to Broadmark Realty common stock;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The market price and trading volume of Broadmark Realty common stock may be volatile and could decline significantly following the Business Combination.

Stock markets, including the NYSE, the NYSE Amex and the Nasdaq Capital Market, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for Broadmark Realty common stock and warrants following the Business Combination, the market price of Broadmark Realty common stock and warrants may be volatile and could decline significantly. In addition, the trading volume in Broadmark Realty common stock and warrants may fluctuate and cause significant price variations to occur. If the market price of Broadmark Realty common stock or warrants declines significantly, you may be unable to resell your shares and warrants at or above the market price of Broadmark Realty common stock and warrants as of the date of the consummation of the Business Combination. Broadmark Realty cannot assure you that the market price Broadmark Realty common stock and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

• the realization of any of the risk factors presented in this joint proxy statement/prospectus;

• actual or anticipated differences in Broadmark Realty’s estimates, or in the estimates of analysts, for Broadmark Realty’s revenues, results of operations, level of indebtedness, liquidity or financial condition;

• additions and departures of key personnel;

• failure to comply with the requirements of the NYSE;

• failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

• future issuances, sales or resales, or anticipated issuances, sales or resales, of Broadmark Realty common stock;

• perceptions of the investment opportunity associated with Broadmark Realty’s common stock relative to other investment alternatives;

• the performance and market valuations of other similar companies;

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• future announcements concerning Broadmark Realty’s business or its competitors’ businesses;

• broad disruptions in the financial markets, including sudden disruptions in the credit markets;

• speculation in the press or investment community;

• actual, potential or perceived control, accounting or reporting problems; and

• changes in accounting principles, policies and guidelines.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their securities. This type of litigation could result in substantial costs and divert Broadmark Realty’s management’s attention and resources, which could have a material adverse effect on Broadmark Realty.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about Broadmark Realty, its share price and trading volume could decline significantly.

The market for Broadmark Realty common stock will depend in part on the research and reports that securities or industry analysts publish about Broadmark Realty or its business. Securities and industry analysts do not currently, and may never, publish research on Broadmark Realty. If no securities or industry analysts commence coverage of Broadmark Realty, the market price and liquidity for Broadmark Realty common stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Broadmark Realty downgrade their opinions about Broadmark Realty common stock, publish inaccurate or unfavorable research about Broadmark Realty, or cease publishing about Broadmark Realty regularly, demand for Broadmark Realty common stock could decrease, which might cause its share price and trading volume to decline significantly.

Future issuances of debt securities and equity securities may adversely affect Broadmark Realty, including the market price of Broadmark Realty common stock and may be dilutive to existing stockholders.

While the Company Group has not previously incurred indebtedness to finance its business in the past and does not currently intend to do it in the future, there is no assurance that Broadmark Realty will not incur debt or issue equity ranking senior to Broadmark Realty common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that Broadmark Realty issues in the future may have rights, preferences and privileges more favorable than those of Broadmark Realty common stock. Because Broadmark Realty’s decision to issue debt or equity in the future will depend on market conditions and other factors beyond Broadmark Realty’s control, it cannot predict or estimate the amount, timing, nature or success of Broadmark Realty’s future capital raising efforts. As a result, future capital raising efforts may reduce the market price of Broadmark Realty common stock and be dilutive to existing stockholders.

Broadmark Realty may issue additional shares of common stock upon the exercise of warrants, upon Farallon’s exercise of its option to purchase additional shares of common stock, or for other purposes, which would dilute your ownership interests and may depress the market price of Broadmark Realty’s common stock.

Upon consummation of the Business Combination, Broadmark Realty is expected to have warrants outstanding to purchase approximately 15.6 million shares of Broadmark Realty common stock in the aggregate at a price of $11.50 per share. Additionally, as part of the PIPE Investment, the Farallon entities will have an option to purchase up to $25.0 million of additional Broadmark Realty common stock, which will be exercisable during the 365 day period following the consummation of the Business Combination at the Reference Price. Further, Broadmark Realty will have the ability to issue up to 5.0 million shares of Broadmark Realty common stock under the Broadmark Realty 2019 Stock Incentive Plan (assuming it is approved by Trinity stockholders at the meeting). Broadmark Realty may also issue additional shares of Broadmark Realty common stock or other equity securities in the future in connection with, among other things, in connection with future capital raising and transactions and future acquisitions, without stockholder approval in many circumstances.

Broadmark Realty’s issuance of additional shares of Broadmark Realty common stock or other equity securities would have the following effects:

• Broadmark Realty’s existing stockholders’ proportionate ownership interest in Broadmark Realty may decrease;

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• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding share of Broadmark Realty common stock may be diminished; and

• the market price of shares of Broadmark Realty common stock may decline.

Broadmark Realty is an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make Broadmark Realty’s shares of common stock less attractive to investors, which could have a material and adverse effect on Broadmark Realty, including its growth prospects.

Broadmark Realty is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Broadmark Realty will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following May 14, 2023, the fifth anniversary of initial public offering, (b) in which Broadmark Realty has total annual gross revenue of at least $1.0 billion or (c) in which Broadmark Realty is deemed to be a large accelerated filer, which means the market value of Broadmark Realty common stock that is held by non-affiliates exceeds $700 million as of the last business day of Broadmark Realty’s prior second fiscal quarter, and (ii) the date on which Broadmark Realty has issued more than $1.0 billion in non-convertible debt during the prior three-year period. Broadmark Realty intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requiring that Broadmark Realty’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved and the extended transition period provided in the Securities Act for complying with new or revised accounting standards. Broadmark Realty cannot predict if investors will find Broadmark Realty common stock less attractive because Broadmark Realty intends to rely on exemptions and benefits under the JOBS Act. If some investors find Broadmark Realty common stock less attractive as a result, there may be a less active, liquid and/or orderly trading market for Broadmark Realty common stock and the market price and trading volume of Broadmark Realty common stock may be more volatile and decline significantly.

Broadmark Realty’s stockholders will have limited control over changes in Broadmark Realty’s policies and operations, which increases the uncertainty and risks Broadmark Realty’s stockholders will face.

Broadmark Realty’s board of directors determines Broadmark Realty’s major policies, including Broadmark Realty’s policies regarding financing, growth and debt capitalization. Broadmark Realty’s board of directors may amend or revise these and other policies without a vote of Broadmark Realty’s stockholders. The broad discretion of Broadmark Realty’s board of directors in setting policies and the inability of Broadmark Realty’s stockholders to exert control over those policies increases the uncertainty and risks such stockholders will face. In addition, Broadmark Realty’s board of directors may change its investment objectives without seeking stockholder approval. Although Broadmark Realty’s board of directors has duties to Broadmark Realty and intends only to change its investment objectives when Broadmark Realty’s board of directors determines that a change is in the best interests of Broadmark Realty, a change in Broadmark Realty’s investment objectives could cause a decline in the value of the stockholders’ investment in Broadmark Realty.

Broadmark Realty’s rights and the rights of Broadmark Realty’s stockholders to recover claims against Broadmark Realty’s directors and officers are limited, which could reduce your and Broadmark Realty’s recovery against them if they negligently cause Broadmark Realty to incur losses.

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, Maryland law and Broadmark Realty’s charter provide that no director or officer shall be liable to Broadmark Realty or its stockholders for monetary damages unless the director or officer (i) actually received an improper benefit or profit in money, property or services or (ii) was actively and deliberately dishonest as established by a final judgment. Moreover, Broadmark Realty’s charter requires Broadmark Realty to indemnify its directors and officers to the maximum extent permitted

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under Maryland law. As a result, you and Broadmark Realty may have more limited rights against Broadmark Realty’s directors or officers than might otherwise exist under common law or under the DGCL, which could reduce your and Broadmark Realty’s recovery from these persons.

Certain provisions of Maryland law could inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for Broadmark Realty common stock or that Broadmark Realty’s stockholders otherwise believe to be in their best interests.

Certain provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of inhibiting a third-party from making a proposal to acquire Broadmark Realty or of impeding a change of control under circumstances that otherwise could provide the holders of shares of Broadmark Realty common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

• “business combination” provisions that, subject to limitations, prohibit certain business combinations between Broadmark Realty and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of Broadmark Realty’s shares or an affiliate thereof or an affiliate or associate of Broadmark Realty’s who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of Broadmark Realty’s then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes certain fair price and/or supermajority stockholder voting requirements on these combinations; and

• “control share” provisions that provide that holders of “control shares” of Broadmark Realty (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares, except to the extent approved by Broadmark Realty’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

By resolution of the Broadmark Realty board of directors, Broadmark Realty has opted out of the business combination provisions of the MGCL and provided that any business combination between Broadmark Realty and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by the Broadmark Realty board of directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in Broadmark Realty’s bylaws, Broadmark Realty has opted out of the control share provisions of the MGCL. However, the Broadmark Realty board of directors may by resolution elect to opt in to the business combination provisions of the MGCL and Broadmark Realty may, by amendment to its bylaws, opt in to the control share provisions of the MGCL in the future. Notwithstanding the foregoing, an alternation or repeal of the board resolutions exempting such business combinations will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.

Broadmark Realty’s charter contains certain provisions restricting the ownership and transfer of Broadmark Realty’s capital stock that may delay, defer or prevent a change of control transaction that might involve a premium price for holders of Broadmark Realty common stock or that Broadmark Realty’s stockholders otherwise believe to be in their best interests.

Broadmark Realty’s charter contains certain ownership limits with respect to Broadmark Realty’s capital stock. Broadmark Realty’s charter, among other restrictions, prohibits the beneficial or constructive ownership by any person of more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of Broadmark Realty’s capital stock, excluding any shares that are not treated as outstanding for federal income tax purposes. The Broadmark Realty board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied. This ownership limit as well as other restrictions on ownership and transfer in Broadmark Realty’s charter may:

• discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for holders of Broadmark Realty common stock or that Broadmark Realty’s stockholders otherwise believe to be in their best interests; and

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• result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of certain of the benefits of owning the additional shares.

Broadmark Realty could increase or decrease the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.

A majority of the entire Broadmark Realty board of directors, without stockholder approval, has the power under Broadmark Realty’s charter to amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that Broadmark Realty is authorized to issue, to authorize Broadmark Realty to issue authorized but unissued shares of Broadmark Realty common stock or preferred stock and to classify or reclassify any unissued shares of Broadmark Realty common stock or preferred stock into one or more classes or series of stock and to set the terms of such newly classified or reclassified shares. As a result, Broadmark Realty may issue one or more classes or series of common stock or preferred stock with preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption that are senior to, or otherwise conflict with, the rights of Broadmark Realty common stockholders. Although the Broadmark Realty board of directors has no such intention at the present time, it could establish a class or series of common stock or preferred stock that could, depending on the terms of such class or series, delay, defer or prevent a transaction or a change of control that might involve a premium price for holders of Broadmark Realty common stock or otherwise be in the best interest of Broadmark Realty’s stockholders.

Broadmark Realty’s bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Broadmark Realty stockholders, which could limit their ability to obtain a favorable judicial forum for disputes with Broadmark Realty or its directors, officers or employees.

Broadmark Realty’s bylaws provide that, unless Broadmark Realty consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding brought on Broadmark Realty’s behalf (other than actions arising under federal securities laws), (c) any action asserting a claim of breach of any duty owed by any of Broadmark Realty’s directors, officers or other employees to Broadmark Realty or to its stockholders, (d) any action asserting a claim against Broadmark Realty or any of its directors, officers or other employees arising pursuant to any provision of the MGCL or Broadmark Realty’s charter or bylaws or (e) any other action asserting a claim against Broadmark Realty or any of its directors, officers or other employees that is governed by the internal affairs doctrine. This provision does not cover claims made by stockholders pursuant to the securities laws of the United States, or any rules or regulations promulgated thereunder. Broadmark Realty adopted this provision because it believes it makes it less likely that Broadmark Realty will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce Broadmark Realty into otherwise unjustified settlements.

If Broadmark Realty common stock becomes subject to the “penny stock” rules of the SEC, the trading market in Broadmark Realty’s securities may become significantly more limited, which would make transactions in Broadmark Realty common stock cumbersome and may reduce the value of an investment in Broadmark Realty common stock.

Broadmark Realty common stock could be considered a “penny stock” if it trades below $5.00. Under Rule 15g-9 of the Exchange Act, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. Such broker-dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of Broadmark Realty common stock and cause a decline in the market value of shares of Broadmark Realty common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny

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stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

There is no established public market for Broadmark Realty common stock and a public market may not be obtained or be liquid and therefore investors may not be able to sell their shares of Broadmark Realty common stock.

There is no established public market for Broadmark Realty common stock being offered under this joint proxy statement/prospectus. While Broadmark Realty intends to apply for quotation of Broadmark Realty common stock on the NYSE, Broadmark Realty has not yet obtained the approval for listing on the NYSE, and there is no assurance that Broadmark Realty will qualify for listing on the NYSE. Therefore, Broadmark Realty’s stockholders may be unable to sell their shares on any public trading market or elsewhere.

Risks Related to Taxes and the Business Combination

If the Trinity Merger does not qualify as an exchange described in Section 351 of the Code, Trinity stockholders may recognize greater taxable gain.

Assuming that the Mergers are completed as currently contemplated, the exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Code for stockholders exchanging shares of Trinity Class A common stock for Broadmark Realty common stock, and it is a condition of each party’s obligation to complete the Mergers that Gibson, Dunn & Crutcher LLP render an opinion to Trinity to that effect.

Assuming the Trinity Merger qualifies as a Section 351 exchange, (i) a U.S. Holder (as defined below in “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty”) who owns Trinity Class A common stock (but not any Trinity public warrants) and who solely exchanges such Trinity Class A common stock for Broadmark Realty common stock generally is not expected to recognize gain or loss as a result of such exchange and (ii) a U.S. Holder who owns Trinity Class A common stock and Trinity public warrants and who exchanges such Trinity Class A common stock for Broadmark Realty common stock and who is deemed to exchange Trinity public warrants for Broadmark Realty warrants and the Warrant Payment generally is expected to recognize gain (if any) but not loss with respect to each share of Trinity Class A common stock and Trinity public warrant held immediately prior to the Trinity Merger (after giving effect to any redemptions of Trinity Class A common stock) and Warrant Amendment.

A transfer to a corporation will not be treated as a nontaxable exchange governed by Section 351 of the Code to the extent the transfer of property is to an investment company (as that term is defined for U.S. federal income tax purposes) and the transfer results, directly or indirectly, in “diversification” of the transferors’ interests. Broadmark Realty will be treated as an investment company for this purpose as a result of being a REIT and as a result of substantially all of its assets constituting stocks and securities (as that term is defined for U.S. federal income tax purposes) for this purpose. However, the exchange by holders of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should not be treated as resulting directly or indirectly in diversification of interests since each of the holders exchanging Trinity Class A common Stock for Broadmark Realty common stock, the Companies and the Farallon entities should be treated as transferring either a diversified portfolio of stocks and securities (within the meaning of Section 368(a)(2)(F)(ii) of the Code) (a “diversified portfolio”) or cash to Broadmark Realty.

The rules regarding diversification are highly complex and there is limited or no IRS guidance on certain of the foregoing topics.

If the Trinity Merger does not qualify for U.S. Holders exchanging Trinity Class A common stock for Broadmark Realty common stock as an exchange governed by Section 351 of the Code, the Trinity Merger and Warrant Amendment will generally be treated as a taxable exchange. See “ Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty —Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment ” beginning on page 107 for further discussion.

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If the Company Merger does not qualify as a reorganization for U.S. federal income tax purposes with respect to a Company, the members of such Company may recognize taxable gain or loss in respect of their units of such Company and Broadmark Realty may incur significant tax liabilities.

The Companies and Broadmark Realty intend the Company Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Although the IRS will not provide a ruling on the matter, Broadmark Realty will, as a condition to the completion of the Merger, obtain a written opinion of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, that the Company Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. This opinion does not bind the IRS or prevent the IRS from adopting a contrary position. If the Company Merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code with respect to a Company, then each member of such Company that is a U.S. Unitholder (as defined under “Certain U.S. Federal Income Tax Considerations of the Company Merger”) generally would recognize gain or loss for U.S. federal income tax purposes with respect to the units of such Company exchanged for shares of Broadmark Realty common stock in an amount equal to the difference between the fair market value of the Company Merger consideration (i.e., the fair market value of the shares of Broadmark Realty common stock) received in exchange for the units of such Company surrendered in the Company Merger and the member’s adjusted tax basis in the units of such Company. A non-U.S. Unitholder (as defined under “Certain Material U.S. Federal Income Tax Considerations of the Company Merger”) would be subject to U.S. federal income taxation on such gain only if (1) the gain is effectively connected with a U.S. trade or business of the non-U.S. Unitholder, (2) the non-U.S. Unitholder is an individual who has been present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are satisfied, or (3) the non-U.S. Unitholder's units of such Company constitute a “U.S. real property interest” within the meaning of the Foreign Investment in Real Property Tax Act of 1980.

If the Company Merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code with respect to one or more Companies, so long as each such Company qualifies as a REIT at the time of the Company Merger, such Company generally will not incur a U.S. federal income tax liability so long as such Company makes distributions (which would be deemed to include for this purpose the fair market value of the shares of Broadmark Realty common stock issued pursuant to the Company Merger) to the applicable Company Group members in an amount at least equal to the net income or gain recognized on the deemed sale of its assets to Broadmark Realty. In the event that such distributions are not sufficient to eliminate all of such Company's tax liability as a result of the deemed sale of its assets to Broadmark Realty, Broadmark Realty would be liable for any remaining tax owed by such Company as a result of the Company Merger.

If the Company Merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code with respect to one or more Companies, and any such Company does not qualify as a REIT at the time of the Company Merger, each such Company will generally recognize gain or loss on the deemed transfer of its assets to Broadmark Realty, and Broadmark Realty could incur a very significant current tax liability and may be unable to qualify as a REIT.

Broadmark Realty may incur adverse tax consequences if one or more Companies has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

PBRELF I and BRELF II each believe that it has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its method of operation will enable such Company to meet, through the Company Effective Time, the requirements for qualification and taxation as a REIT under the Code. BRELF III and BRELF IV each believe that it has been organized in a manner that would permit it to elect to be taxed as a REIT and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its method of operation through the Company Effective Time will enable such Company to so qualify, such that such Company shall be entitled to elect to be taxed as a REIT upon the filing of its U.S. federal income tax return for the taxable year ending on the date of the Company Merger. It is a condition of Trinity’s obligation to complete the Mergers that Bryan Cave Leighton Paisner LLP render opinions to Trinity to that effect. None of the Companies has requested or plans to request a ruling from the IRS that it qualifies as a REIT.

If any Company has failed or fails to qualify as a REIT and the Company Merger is completed, Broadmark Realty may inherit significant tax liabilities and could fail to qualify as a REIT. Even if Broadmark Realty retains its REIT qualification, if any Company has not qualified as a REIT or loses its REIT qualification for a taxable year ending on or with the Company Merger, Broadmark Realty will face serious tax consequences that could substantially reduce its cash available for distribution to its stockholders because:

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• if any Company does not qualify as a REIT at the time of the Company Merger, the Company Merger could fail to qualify as a “reorganization” under Section 368(a) of the Code with respect to such Company;

• Broadmark Realty, as the successor by merger to each Company, would generally inherit any corporate income, excise and other tax liabilities of the Companies, including penalties and interest, which inherited tax liabilities could be particularly substantial if the Company Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code with respect to one or more Companies;

• Broadmark Realty would be subject to tax on certain built-in gain on each asset of each applicable Company; and

• Broadmark Realty could be required to pay a special distribution and/or employ applicable deficiency dividend procedures (including penalties and interest payments to the IRS) to eliminate any earnings and profits accumulated by each applicable Company for taxable periods that it did not qualify as a REIT.

As a result of these factors, any failure by one or more Companies to qualify as a REIT for any taxable year ending on or before the Company Merger could impair Broadmark Realty’s ability after the Company Merger to expand its business and raise capital, and could materially adversely affect the value of Broadmark Realty’s common stock.

Broadmark Realty may succeed to certain of the Company’s tax liabilities after the Company Merger.

Broadmark Realty generally will take a carryover basis and holding period in the assets transferred in connection with the Company Merger. As the successor by merger, Broadmark Realty generally will be responsible for all of the Companies’ liabilities including any unpaid taxes (and penalties and interest, if any), whether as a result of a failure by any Company to distribute all of its taxable income in any tax period, including the short taxable period ending on the date of the Company Merger, or taxes that might otherwise be due and payable by such Company. In addition to Broadmark Realty inheriting such tax liabilities, if one or more Companies has failed or fails to qualify as a REIT for any period ending on or prior to the Company Merger, the amount of the Companies’ tax liabilities inherited by Broadmark Realty as a result of the Company Merger could be substantial. In addition, should any such Company’s disqualifying activities continue after the Company Merger, Broadmark Realty could fail to qualify as a REIT after the Company Merger.

The tax basis in the stock of Trinity that Broadmark Realty uses could be subject to challenge.

Assuming that the Mergers are completed as currently contemplated, the exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Code for stockholders exchanging shares of Trinity Class A common stock for Broadmark Realty common stock, in which case Broadmark Realty’s tax basis in its Trinity stock following the Business Combination will be determined by reference to the adjusted tax basis of the exchanging Trinity stockholders in their Trinity Class A common stock immediately prior to the Trinity Merger and the amount of gain (if any) recognized by such Trinity stockholders in such exchange. Since Broadmark Realty will not have complete information regarding the tax basis at the time of the Business Combination of and the amount of gain (if any) recognized as a result of the Business Combination by each exchanging Trinity stockholder, Broadmark Realty’s calculations of its tax basis in its Trinity stock could be subject to adjustment by the IRS. If any such adjustment would be significant in amount, the resulting redetermination could result in additional gross income for Broadmark Realty for U.S. federal income tax purposes and could cause Broadmark Realty to fail to satisfy the REIT gross income tests, which could cause Broadmark Realty to fail to qualify as a REIT. In addition, if any such adjustment resulted in an increase in the REIT taxable income of Broadmark Realty, Broadmark Realty could be required to pay a deficiency dividend in order to maintain its REIT qualification. See “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Considerations – Broadmark Realty—Requirements for Qualification as a REIT” beginning on page 117 and “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Considerations – Broadmark Realty—Annual Distribution Requirements” beginning on page 123.

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Risks Related to the Trinity Redemption Rights

Trinity does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Trinity to complete a business combination with which a substantial majority of its stockholders do not agree.

Trinity’s amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will Trinity redeem its public shares in an amount that would cause its net tangible assets, without regard to any assets or liabilities of the Company Group, to be less than $5,000,001, such that Trinity is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Business Combination under the Merger Agreement. In addition, the Merger Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on proceeds from the Trust Account (net of the amount of any Trinity stockholder redemptions), after payment of (i) the amount of any unpaid Trinity Transaction Expenses (as defined in the Merger Agreement), (ii) the amount of any unpaid Company Transaction Expenses (as defined in the Merger Agreement)(which, when taken together with any Reimbursed Transaction Expenses (as defined in the Merger Agreement), shall not exceed the Company Transaction Expense Cap (as defined in the Merger Agreement)), (iii) the Management Company Consideration (as defined in the Merger Agreement), and (iv) the closing indebtedness of the Trinity Parties (as defined in the Merger Agreement). As a result, Trinity may be able to complete the Business Combination even though a substantial portion of its public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Trinity Sponsor or Trinity’s officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration Trinity would be required to pay for all shares of its Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceed the aggregate amount of cash available to Trinity, Trinity will not complete the Business Combination or redeem any shares, all shares of Trinity’s Class A common stock submitted for redemption will be returned to the holders thereof, and Trinity instead may search for an alternate business combination.

If you or a “group” of stockholders of which you are a part are deemed to hold in excess of 20% of the shares of Trinity’s Class A common stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the shares of Trinity’s Class A common stock.

Trinity’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares of Trinity’s Class A common stock without Trinity’s prior consent, which is referred to herein as the “Excess Shares.” However, Trinity would not be restricting its stockholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over Trinity’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Trinity if you sell such Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if Trinity consummates the Business Combination. As a result, you will continue to hold that number of shares exceeding 20% of the shares of Trinity’s Class A common stock and, in order to dispose of such shares, would be required to sell your shares of Trinity’s Class A common stock in open market transactions, potentially at a loss. There is no assurance that the value of such shares will not decrease over time following the Business Combination or that the market price of the shares of Trinity’s Class A common stock will exceed the per-share redemption price.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

There is no assurance as to the price at which a Trinity stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price, and may result in a lower value realized now than a stockholder of Trinity might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business

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combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this joint proxy statement/prospectus. A stockholder should consult the stockholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of Trinity who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption, which may make it difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this joint proxy statement/prospectus , they will not be entitled to redeem their shares of Trinity’s Class A common stock for a pro rata portion of the funds held in the Trust Account.

Trinity public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things (i) submit a request in writing and (ii) tender their certificates to the Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business days prior to the Trinity Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because Trinity does not have any control over this process or over the brokers, which is referred to herein as “DTC,” it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “The Business Combination—Redemption Rights” for additional information on how to exercise your redemption rights.

If a public stockholder fails to receive notice of Trinity’s offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Trinity will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite Trinity’s compliance with these rules, if a public stockholder fails to receive Trinity’s tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials, as applicable, that Trinity will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

The ability of Trinity’s public stockholders to exercise redemption rights with respect to a large number of Trinity’s shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

Each party’s obligation to consummate the Business Combination is conditioned on Broadmark Realty and Trinity having no less than $100,000,000 in (i) proceeds from the Trust Account upon conclusion of the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed, as may have been reduced by withdrawals of interest to pay taxes, plus (ii) the total aggregate proceeds of the PIPE Investment, minus (iii) the amount of any unpaid Trinity Transaction Expenses (as defined in the Merger Agreement), minus (iv) the amount of any unpaid Company Transaction Expenses (as defined in the Merger Agreement) (which, when taken together with any Reimbursed Transaction Expenses (as defined in the Merger Agreement)), shall not exceed the Company Transaction Expense Cap (as defined in the Merger Agreement), minus (v) the Management Company Consideration (as defined in the Merger Agreement), minus (vi) the closing indebtedness of the Trinity Parties (as defined in the Merger Agreement). In the event that Trinity’s public stockholders exercise redemption rights with respect to a number of Trinity’s public shares such that this minimum cash condition is not met, the Business Combination is not likely to be consummated. If the Business Combination is not completed in the required time set forth in the Merger Agreement and Trinity is unable to complete an initial business combination by November 17, 2019, or any later date in the event Trinity obtains an amendment to its amended and restated certificate of incorporation to extend such date, you would not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt

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to sell your shares in the open market; however, at such time Trinity shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with the redemption until Trinity liquidates or you are able to sell your shares in the open market.

If Trinity is unable to consummate a business combination by November 17, 2019 (or such later date as Trinity stockholders may approve), Trinity would cease all operations except for the purpose of winding up and Trinity would redeem its public shares and liquidate the trust account, in which case Trinity public stockholders may be forced to wait beyond such date before redemption from the trust account and only receive approximately $10.20 per share and Trinity’s warrants will expire worthless.

If Trinity is unable to consummate a business combination by November 17, 2019 (or such later date as Trinity stockholders may approve), Trinity will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the earned interest, net of taxes, thereon to pay dissolution expenses), pro rata to Trinity public stockholders by way of redemption and cease all operations except for the purposes of winding up of Trinity’s affairs, as further described herein. Any redemption of public stockholders from the trust account shall be effected automatically by function of the amended and restated certificate of incorporation prior to any voluntary winding up. If Trinity is required to windup, liquidate the trust account and distribute such amount therein, pro rata, to Trinity public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, Trinity stockholders may be forced to wait beyond the initial 18 months before the redemption proceeds of the trust account become available to them and they receive the return of their pro rata portion of the proceeds from the trust account. Trinity has no obligation to return funds to stockholders prior to the date of the redemption or liquidation unless it consummates a business combination prior thereto and only then in cases where stockholders have sought to redeem their shares of Trinity’s Class A common stock. Only upon the redemption or any liquidation will public stockholders be entitled to distributions if Trinity is unable to complete a business combination. In such case, Trinity’s public stockholders may only receive approximately $10.20 per share and Trinity’s warrants will expire worthless.

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THE BUSINESS COMBINATION

Background of the Business Combination

The terms of the Merger Agreement are the result of extensive negotiations between Trinity and the Company Group and their respective representatives. The following is a brief description of the background of these negotiations.

Trinity is a blank check company incorporated under the laws of the State of Delaware on January 24, 2018. Trinity was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with the intention of focusing its search for a target business in the real estate sector.

On May 17, 2018, Trinity closed its initial public offering of 34,500,000 Units, each consisting of one share of Trinity common stock and one redeemable warrant, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000.

Simultaneously with the closing of the initial public offering, Trinity issued to HN Investors LLC, referred to herein as the “Trinity Sponsor,” 12,350,000 warrants (the “private placement warrants”), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, at a price of $1.00 per private placement warrant, in a private placement generating gross proceeds of $12,350,000.

Prior to the consummation of the initial public offering, on January 26, 2018, the Sponsor purchased 8,625,000 Founder Shares of Trinity’s Class B common stock, par value $0.0001 (“Class B common stock”), for an aggregate purchase price of $25,000.

Approximately $351.9 million of the net proceeds from the initial public offering (including the over-allotment) and the private placements with the Trinity Sponsor were deposited in a trust account established for the benefit of the public stockholders of Trinity.

Prior to the consummation of its initial public offering, neither Trinity, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with Trinity.

After the initial public offering, Trinity initiated an active search for prospective businesses and assets to acquire. Representatives of Trinity and the Trinity Sponsor contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities. Trinity initiated contact with approximately 32 potential acquisition targets, including approximately 28 privately held companies and four publicly traded companies, with annual EBITDA ranging from approximately $11,000,000 to $119,000,000. Out of the 32 other targets considered, Trinity and the Trinity Sponsor had conducted due diligence review of five potential targets (including the Company Group), and one other letter of intent was submitted.

The other five potential targets (including the one where a letter of intent was submitted) included (i) a hotel and apartment development company (“Company A”), (ii) a restaurant and entertainment company (“Company B”), (iii) a hostel operator (“Company C”), (iv) a private meeting and event space provider (“Company D”), and (v) an Atlantic City casino resort (“Company E”).

Trinity’s discussions with Company A stalled because the parties could not agree on transaction terms, including valuation of the business and the Trinity Sponsor economics. Trinity and the Trinity Sponsor were engaged in discussions with Company B, until Company B advised Trinity that it was postponing its intention to become a public company and Trinity management and the Trinity Sponsor questioned Company B’s profitability and growth prospects. Trinity and the Trinity Sponsor engaged in negotiations with Company C. However, Company C advised it was not ready to become a public company and also Trinity and the Trinity Sponsor were uncertain about the unproven business model of Company C in the U.S. market. Discussions between Trinity management, the Trinity Sponsor and Company D ended after Trinity concluded Company D was too small and not ready to become public, and questioned Company D’s growth prospects. Trinity management and the Trinity Sponsor’s discussions with Company E did not continue because the parties could not agree on a valuation and Trinity questioned Company E’s

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growth prospects, the viability of the market and the reception by the public market. Based on how discussions and negotiations with the Company Group progressed, Trinity’s board of directors ultimately unanimously determined that the Business Combination with the Company Group was the most attractive potential transaction and thereafter primarily focused its efforts on the Company Group.

As part of their ordinary course consideration and evaluation of the business prospects and strategies of the Company Group, Broadmark Capital, LLC, hereinafter referred to as “Broadmark Capital,” and the Company Group and their respective management teams regularly assess the Company Group’s performance and competitive position with the objective of identifying opportunities to enhance member value, including potential acquisitions, divestitures, business combinations and other transactions.

From time to time, the management and owners the Company Group have met with managers of companies and financial advisors in the real estate industry to discuss industry developments and possible opportunities to engage in business combinations and other strategic transactions. In addition, from time to time, members of the Company Group’s management have received unsolicited inquiries and had discussions with third parties regarding potential strategic transactions.

During April and May 2018, the Company Group had preliminary conversations with a financial buyer (“Bidder A”) about a potential transaction involving the Company Group.

In May, 2018, the Company Group and Bidder A executed a confidentiality agreement, and Bidder A began conducting due diligence on the Company Group.

On August 14, 2018, Broadmark Capital retained CSCA to explore a range of potential strategic transactions, including but not limited to transactions involving a business combination, sale or merger of some or all of the Companies and the Management Companies, or the sale of a minority or majority interest in the Management Companies, among others. In conjunction with CSCA’s engagement, CSCA prepared a detailed confidential information memorandum about the business of the Company Group and established an electronic data room containing financial and operating information regarding the Company Group.

From October 2018 through early April 2019, CSCA contacted approximately fifty strategic and financial counterparties, including but not limited to private equity firms, hedge funds, mortgage real estate investment trusts, referred to herein as “REITs,” business development companies, non-bank lenders, family offices and other investors. Trinity was initially contacted as part of CSCA’s reach out on October 30, 2018. Of the parties contacted, the Company Group entered into confidentiality agreements with twelve parties, including Trinity. CSCA and the Company Group held discussions with these parties, including Trinity, regarding the business prospects of the Company Group and potential transactions involving investments in either the Companies or the Management Companies. Following these discussions, while several parties (other than Trinity) expressed interest in the Company Group generally, no party (other than Trinity) submitted an offer or indication of interest in the context of a possible transaction for either CSCA or the Company Group to consider.

As noted above, on October 30, 2018, CSCA contacted Trinity to discuss Trinity’s interest in a business combination with the Company Group. During these discussions, CSCA provided Trinity with a summary overview of the Company Group and form of confidentiality agreement.

On November 1, 2018, Trinity executed a confidentiality agreement with Broadmark Capital. CSCA provided Trinity with access to the electronic data room containing financial and operating information.

On November 2, 2018, Mr. Neibart, Chairman of Trinity, met with CSCA at CSCA’s offices in New York where CSCA provided background information on the Company Group and discussed the mutual benefits of completing a business combination with Trinity as a special purpose acquisition vehicle, or “SPAC.”

Trinity representatives conducted follow up conference calls with CSCA on November 5, 2018 and November 9, 2019 to further discuss the business combination opportunity with the Company Group.

On November 20, 2018, CSCA and Mr. Schocken from the Management Companies and representatives of Trinity met at CSCA offices in New York. Mr. Schocken and Trinity’s representatives discussed the Company Group and its business, and Trinity and SPAC transactions.

On November 26, 2018, CSCA discussed a potential transaction structure with Trinity pursuant to which Trinity would acquire the Management Companies and concurrently make a minority investment in the Companies.

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Commencing on November 26, 2018, representatives of Trinity, including Messrs. Lee Neibart, Sean Hehir, Jeffrey Barry, Gregg Yamauchi, Stephen G. Haggerty and Kevin Hayashi, held weekly conference calls with members of the Trinity Sponsor. During these conference calls, among other things, Mr. Haggerty and Dan Hirsch, an outside consultant advising Trinity Sponsor’s affiliates in connection with a potential business combination, provided updates regarding potential acquisition targets being considered by Trinity and the status of discussions and negotiations with such targets.

On December 23, 2018, Trinity and Raymond James & Associates, Inc., hereinafter referred to as “Raymond James,” discussed the potential for Trinity to engage Raymond James as its financial advisor in connection with a potential business combination.

On January 15, 2019, Bidder A submitted a written offer to acquire a 60% interest in the Management Companies, structured as an upfront payment of cash and a contingent earn out if certain revenue thresholds were achieved.

Between January 15, 2019 and January 30, 2019, Bidder A continued to conduct due diligence on the Company Group and the parties had various discussions about the structure and financial terms of a potential transaction.

On January 16, 2019, Raymond James met with CSCA in New York and held a conference call with Trinity’s representatives to discuss the business combination opportunity with the Company Group.

On January 21, 2019, Trinity submitted a due diligence request list to CSCA.

On January 23, 2019 and January 24, 2019, representatives of Trinity held conference calls with the members of management of the Company Group to commence due diligence and discuss Trinity’s initial questions.

On January 30, 2019, Bidder A submitted a revised written offer to acquire 75% of the Management Companies, structured as an upfront payment of cash and shares of Bidder A. The offer also included a capped contingent earn out if certain revenue thresholds were achieved. Company Group discussed the terms of Bidder A’s revised offer and determined that the terms of the revised offer were not as favorable as the terms of the transaction being discussed with Trinity because the offer from Bidder A did not offer liquidity for members of the Companies and was less attractive from a financial and structural perspective.

Between January 30 and April 19, 2019, the Company Group continued to have discussions with Bidder A in an attempt to negotiate and improve the terms of the offer from Bidder A.

On February 12, 2019, Raymond James sent CSCA discussion materials setting forth a preliminary deal structure and terms and potential deal consideration. The deal structure contemplated a merger of the Company Group and Trinity pursuant to which the combined company would become a publicly traded internally managed mortgage REIT. CSCA forwarded the information to and discussed the materials with management of the Company Group.

On February 14, 2019, representatives of Trinity and Raymond James held in-person meetings in Seattle, Washington with the members of management of the Company Group and CSCA to discuss Trinity’s February 12, 2019 discussion materials.

On February 28, 2019, after discussions with management of the Company Group, CSCA provided Trinity and Raymond James with discussion materials in response to the Raymond James February 12, 2019 discussion materials and outlining potential changes to improve the deal structure and deal consideration for the benefit of both the Companies and the Management Companies.

On March 12, 2019, Trinity held a board meeting to discuss the status of its search for a suitable business combination candidate, including discussions with the Company Group and the development of a timeline for a business combination. The board of directors also discussed the status of due diligence efforts, audit-related matters and post-transaction leadership and governance matters, as well as discussions held with its representatives regarding the development of a transaction structure. In addition, on March 12, 2019, Trinity presented the Company Group with an updated SPAC overview model in response to the Company Group’s February 28, 2019 discussion materials incorporating certain changes to the proposed transaction.

On March 22, 2019, Messrs. Schocken and Haggerty met in New York to further discuss the terms of a potential business combination.

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On March 23, 2019, Messrs. Haggerty, Schocken and Hirsch discussed the valuation of the Company Group and the consideration the members of the Companies and the Management Companies would receive in the potential business combination, including the ratio of cash and stock consideration that the members of the Management Companies would receive. Trinity and the Company Group agreed to arrange discussions among their respective legal advisors regarding a potential business combination.

On March 23, 2019, the Company Group engaged Bryan Cave Leighton Paisner LLP, hereinafter referred to as “Bryan Cave,” as counsel to the Company Group.

On March 25, 2019, after CSCA had further discussions with management of the Company Group, CSCA sent Trinity revised terms for a proposed transaction in response to matters previously discussed with Trinity on March 12, 2019 with the aim of improving further the deal structure and deal consideration for the benefit of the members of both the Companies and the Management Companies.

On March 29, 2019, Trinity provided the Company Group with a draft of a non-binding letter of intent regarding a potential business combination, the terms of which included, among others, merger consideration for the Management Companies of $160 million in the form of 70% cash and 30% stock, a post-closing investment by Trinity of $139 million for loan origination, and the exchange by the Company members of their units for shares of the post-transaction combined entity. The draft letter of intent proposed entry into a 60-day exclusivity period whereby the parties would negotiate the terms of a definitive transaction agreement. Trinity contemplated obtaining additional financing for a business combination in the form of a private investment in public equity, or “PIPE,” investment. The draft letter of intent provided that each of Trinity and the Company Group would be obligated to pay their respective expenses incurred in connection with the business combination.

In April 2019, following failed attempts to negotiate improved terms with Bidder A, and in light of the more favorable proposed terms being discussed with Trinity, the Company Group decided to terminate discussions with Bidder A and pursue discussions with Trinity.

On April 2, 2019, CSCA reached out to Raymond James to indicate that the anti-dilution provision restricting ordinary dividends in the Trinity warrant agreements would be problematic for a publicly traded REIT and that the warrant agreements would need to be amended to remove the anti-dilution provision in order to proceed with a transaction.

On April 6, 2019, Trinity provided the Company Group with a revised draft of a non-binding letter of intent regarding a potential business combination, which was revised, at the Company Group’s request, to provide that Trinity would cooperate in good faith to reach an agreement to structure the business combination such that the receipt of shares as merger consideration would be “tax-free” to the current members of the Company Group. The revised draft did not provide that the parties would exclusively negotiate the terms of a business combination and required each party to pay their respective transaction expenses.

On April 10, 2019, the Company Group discussed with CSCA the merits of pursuing a transaction with Trinity compared to a stand-alone strategy in the absence of any other actionable offers. Among the factors considered by the Company Group in favor of pursuing the Trinity transaction were the benefits of liquidity the transaction would offer to members of the Companies and the Management Companies, the opportunity to create a compelling unleveraged combined enterprise with the ability to grow, and the potential for value creation for members of the Companies and the Management Companies to the extent the combined company trades in line with comparable commercial REIT peers among other factors. Similarly, the Company Group considered risks associated with the transaction, including, but not limited to, the volatility associated with being a publicly traded company as well as certain dilutive aspects of pursuing a transaction with a SPAC, among other factors. After consideration of these factors, the Company Group determined that continuing to pursue a transaction with Trinity was preferable to a stand-alone strategy or an alternative transaction given the absence of any other actionable offers and the less favorable financial and structural terms previously offered by Bidder A. On April 12, 2019, Trinity and the Company Group mutually agreed to continue discussions based on the terms outlined in the non-binding letter of intent.

On April 15, 2019, Trinity, the Company Group and their legal and financial advisors held an all-hands working group call to discuss the structure and status of due diligence and the structure of a potential business combination.

Commencing on April 23, 2019, Trinity, the Company Group and their legal and financial advisors held a weekly conference call to review the status of due diligence, planning efforts with respect to the business combination and the status of negotiations and discussions regarding the transaction and ancillary agreements.

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On May 8, 2019 and May 9, 2019, Trinity performed in-person due diligence at the Company Group’s facilities of loan files and related materials. In addition, Trinity met with customers of the Company Group and Trinity and the Company Group prepared materials regarding a potential PIPE transaction.

On May 13, 2019, Trinity held a board meeting to discuss the status of Trinity’s search for a suitable business combination candidate and planning efforts related to its expectation that a transaction would be consummated by September 31, 2019. The directors considered the ongoing discussions being held with the Company Group and its representatives regarding, among other things, the intended structure of the transaction, a review of the status of due diligence efforts, audit-related matters and post-transaction leadership and governance matters.

On May 16, 2019, Trinity and Raymond James executed an engagement letter, pursuant to which Raymond James agreed to provide financial advisory services to Trinity relating to the potential transaction between Trinity and the Company Group.

On May 22, 2019 and May 23, 2019, principals of Trinity and the Company Group met with potential investors in San Francisco, California regarding the potential PIPE transaction, including Farallon Capital Management, referred to herein as “Farallon.”

On May 27, 2019, representatives of Trinity performed in-person due diligence at the Company Group’s facilities in Seattle, Washington of loan files and related documentation, including the confirmation of loan terms with underlying documents and the review of appraisals.

On May 30, 2019, Trinity and B. Riley FBR executed an engagement letter, pursuant to which B. Riley FBR agreed to provide financial advisory services to Trinity relating to the potential PIPE transaction.

On May 30, 2019, Bryan Cave distributed a draft of the merger agreement for the potential business combination to Trinity and Gibson Dunn. Trinity and Gibson Dunn, on the one hand, and the Company Group and Bryan Cave, on the other hand, held ongoing discussions and negotiations regarding the merger agreement and exchanged comments and revised drafts on each of June 13, 2019, June 23, 2019 and July 10, 2019.

On June 5, 2019 and June 6, 2019, the principals of Trinity and the Company Group made presentations to potential investors in the PIPE transaction in New York.

On July 11, 2019, Trinity and Gibson Dunn distributed to Bryan Cave drafts of the form of employment agreement and form of restrictive covenant agreement to be executed by members of management of the Company Group. On July 12, 2019, Trinity and Gibson Dunn distributed a draft of the form of management support agreement to Bryan Cave. Bryan Cave provided Gibson Dunn with a revised draft of the merger agreement on July 20, 2019 and revised forms of the employment agreement, restrictive covenant agreement and management support agreements on July 23, 2019.

On July 15, 2019, and continuing until July 17, 2019, Messrs. Haggerty, Hirsch (on July 15) and Yamauchi held in-person meetings with members of management of the Company Group at the Company Group’s facilities in Seattle, Washington. Among things discussed were outstanding business issues in the merger agreement and cooperation with respect to the audit of the Company Group. Mr. Schocken informed Messrs. Haggerty and Yamauchi of the Company Group’s desire that any PIPE transaction be structured as a common equity investment. During this period, Trinity and Farallon continued discussions regarding Farallon’s interest in participating in a PIPE transaction and due diligence matters.

During July 2019, Farallon conducted due diligence of the Company Group.

On July 23, 2019, representatives of the Company Group and Trinity met in Seattle, Washington to discuss the proposed employment terms of senior management of the Company Group and the scope of restricted business activities under the non-competition provision in the employment agreements and the restrictive covenants agreements.

On July 30, 2019, Farallon and Trinity reached preliminary agreement on the terms of Farallon’s PIPE Investment, including a commitment to subscribe for $75 million in shares of Broadmark Realty common stock at the Reference Price, with the option to purchase an additional $25 million in shares of Broadmark Realty common stock during the twelve months following the closing of the business combination at the Reference Price. On July 31,

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2019, representatives of Farallon and its counsel at Richards Kibbe & Orbe LLP had a call with representatives of Trinity and Gibson Dunn to discuss the status of the transaction documents for the business combination with the Company Group and the PIPE transaction and the terms of a potential PIPE transaction.

On July 30, 2019, Trinity and Gibson Dunn distributed a revised draft of the merger agreement to Bryan Cave. The revised draft of the merger agreement reflected, among other things, an increase from $48 million to $50.5 million of the equity merger consideration payable to the members of the Management Companies in connection with the closing of the transaction and the addition of a closing condition providing that Broadmark Realty would have at least $50 million in cash following the consummation of the business combination, any required redemption of Trinity’s public stockholders made in connection with the business combination, and any payments required to be made following the closing of the business combination and after taking into account certain transaction expenses. On the same day, Gibson Dunn provided Bryan Cave with revised drafts of the form of employment agreement and restrictive covenants agreement, and representatives of the Company Group and Trinity met in Seattle, Washington to discuss the proposed employment terms of senior management of the Company Group and the scope of restricted business activities under the non-competition provisions of the employment agreements and the restrictive covenant agreements.

Between May 30, 2019 and August 9, 2019, representatives of Trinity and Gibson Dunn, on the one hand, and the Company Group and Bryan Cave, on the other hand, had multiple calls and meetings to discuss the terms of the merger agreement and ancillary agreements.

On August 9, 2019, the Companies’ boards of directors and Management Companies met to discuss the merger agreement and the business combination. CSCA delivered to the board of directors and Management Company of each Company its findings as to the fairness, from a financial point of view, of the merger consideration to be received in the business combination by the members holding preferred units of each Company. Subsequently, the board of directors and the Management Company of each Company unanimously approved the merger agreement and the business combination and resolved to recommend adoption of the merger agreement by the members of the Companies.

On the afternoon of August 9, 2019, the Trinity board of directors held a meeting at which members of Trinity management, Mssrs. Haggerty, Hirsch and Luebbers, and representatives of Gibson Dunn, Raymond James and B. Riley were present. Trinity management and representatives of Gibson Dunn and B. Riley provided the Trinity board of directors with an update on the terms of the transaction, including the terms of the business combination and the PIPE Investment, that had been finalized since prior discussions with Trinity’s directors. The Trinity board of directors, based on their respective skills, backgrounds and experiences, together with the advice they had received from their advisors, felt they were qualified to evaluate the terms of the merger proposal and to determine whether the proposed transaction was fair to and in the best interests of the stockholders of Trinity in satisfaction of their fiduciary duties. The Trinity board of directors did not obtain an opinion from its financial advisor on the fairness of the Business Combination.

In evaluating the fairness of the terms of the Business Combination, the Trinity board of directors considered and discussed with management and its advisors multiple factors, including the financial condition of the Company Group and the pro forma financial information, the terms of the ancillary agreements to the merger agreement, the amount and form of the merger consideration, and the historic and projected trading prices and trading volumes of Trinity common stock and warrants. After discussion and upon a motion duly made and seconded, the Trinity board of directors unanimously resolved that the following be approved: (i) the merger agreement and the ancillary agreements thereto, and each of the transactions contemplated by the merger agreement, including the Business Combination; and (ii) the PIPE Investment.

On August 9, members of the Management Companies approved the merger agreement and the business combination and executed employment agreements, restrictive covenant agreements, lock up agreements and management support agreements, and certain affiliates of Farallon executed subscription agreements providing for the PIPE Investment.

On August 9, Trinity, Broadmark Realty and the Company Group executed the merger agreement and the ancillary agreements.

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Trinity’s Board of Directors’ Reasons for the Approval of the Business Combination

As described under “ — Background of the Business Combination ” above, Trinity’s board of directors, in evaluating the Business Combination, consulted with Trinity’s management and legal and financial advisors, and, in reaching its decision to recommend approval of the Business Combination, considered a variety of factors. In light of the complexity of those factors, Trinity’s board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Trinity’s board of directors did not obtain a fairness opinion on which to base its assesment. However, the factors considered by Trinity’s board of directors include, but are not limited to, the following:

• the Company Group is an already successful business with strong growth prospects within the residential and commercial real estate lending sector;

• the Business Combination will strengthen the Company Group’s business throughout the U.S. market and provide additional cash and other resources for continued growth and investment in the business;

• the residential and commercial real estate lending sector is critical to housing and construction, generally, and the Company Group is well-positioned to capture the benefits of continued growth in the industry;

• the Company Group will be well positioned to grow and develop its business in response to certain demographic and economic factors, including the increase in population growth of cities and states with low costs of living and an interest rate environment that is accommodative of new construction activity;

• the Company Group’s year-on-year total revenue growth across all segment was 82% and 50%, respectively, for each of the years ended December 31, 2018 and December 31, 2017;

• the experience and expertise of the Trinity board of directors and founders in the real estate industry will be beneficial to the growth of the post-Business Combination company;

• the intention to have the common stock of the post-Business Combination company listed on the NYSE, a major U.S. stock exchange, which Trinity’s board of directors believes has the potential to offer stockholders greater liquidity;

• extensive meetings and calls with the Company Group management regarding operations, financial position and projections;

• the Company Group has a strong management team with significant experience in real estate and financial services that is expected to remain with the post-Business Combination company;

• the founders and senior management of the Company Group intend to remain with the post-Business Combination company in the capacity of officers and/or directors, which will provide helpful continuity in advancing the company’s strategic and growth goals;

• the founders and senior management of each of the Company Group and Trinity have each agreed to be subject to a 12-month lock-up in respect of their Trinity shares, subject to certain customary exceptions, which will provide important stability to the leadership and governance of the post-Business Combination company;

• the Company Group has a strong financial profile with recurring and predictable revenues and strong industry fundamentals;

• the Company Group derives revenue from a broad network of borrowers throughout the real estate industry;

• the Company Group has a national reach with lending activity in twelve key states across the U.S. and is well-positioned to take advantage of state and regional growth opportunities;

• the aggregate value of the consideration payable by Trinity pursuant to the Merger Agreement;

• the fact that the Trinity stockholders will retain an ownership stake following the Business Combination, which provides them the opportunity to participate in the potential growth of Broadmark Realty following the Business Combination; and

• the financial and other terms and conditions of the Merger Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Trinity and the Company Group.

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In the course of its deliberations, Trinity’s board of directors, in consultation with Trinity’s management and Trinity’s legal and financial advisors, also considered a variety of risks and other factors relating to the Business Combination, including the following:

• the potential that a significant number of Trinity stockholders elect to redeem their shares, which would potentially make the Business Combination more difficult or impossible to complete;

• challenges associated with preparing the Company Group, a private entity, for the applicable disclosure and listing requirements to which the post-Business Combination company will be subjected as a publicly traded REIT on the NYSE; and

• the interests of Trinity’s directors and officers in the Business Combination (see “The Business Combination— Interests of Directors, Managers and Executives in the Business Combination—Interests of Directors, Managers and Executives of Trinity.”).

In determining the Company Preferred Merger Consideration and Company Common Merger Consideration, and the totality of its fairness to Trinity stockholders, the board of directors of Trinity also considered the financial advice provided by Raymond James & Associates, Inc., as well as the capital markets advice provided by B. Riley FBR, Inc.

During several meetings of the executive teams of Trinity and Trinity Sponsor and in on-going consultation with Trinity’s board of directors, a substantial amount of time was spent evaluating and reviewing the merger consideration of $152.5 million for the Management Companies and merger consideration of $1,000.3 million for the Companies. In consultation with Trinity’s board of directors and advisors, it was determined that the preferred methodology for evaluating the manager consideration would be to use precedent transactions--specifically looking at overall transaction value to the trailing twelve month of fees and transaction value to EBITDA multiples for management company transactions in the asset management and mortgage REIT sectors. For the merger consideration for the Companies, Trinity used the market comparable method, specifically looking at price and book value per share, dividend yield and debt ratios for internally managed mortgage REITs. Trinity management and its board of directors consulted with Raymond James about the consideration being paid for the Management Companies and the Companies.

The foregoing discussion of the material factors considered by Trinity’s board of directors is not intended to be exhaustive but does set forth the principal factors considered by Trinity’s board of directors.

The foregoing discussion of the information and factors considered by Trinity’s board of directors is forward-looking in nature. This information should be read in light of the factors set forth in the section of this joint proxy statement/prospectus entitled “ Cautionary Statement Regarding Forward Looking Statements .”

The Company Group’s Reasons for the Business Combination

As described under “—Background of the Business Combination” above, in evaluating the Business Combination, the board of directors of the Companies and the Management Companies consulted with their legal and financial advisors, and in reaching their decision to recommend approval of the Business Combination, the board of directors of the Companies and the Management Companies considered a variety of factors. In light of the complexity of those factors, the board of directors of the Companies and the Management Companies did not consider it practicable to, nor did they attempt to, quantify or otherwise assign relative weights to the specific factors they took into account in reaching their decision. The factors considered by the board of directors of the Companies and the Management Companies include, but are not limited to, the following:

• Access to Liquidity and NYSE Listing. The shares of Broadmark Realty common stock that members will receive in exchange for their units will trade on the NYSE, subject to the NYSE’s approval of the listing application to be submitted by Broadmark Realty, and consequently, former preferred unit holders of the Companies are expected to have significantly increased liquidity with respect to their shares of Broadmark Realty common stock than they had with respect to their preferred units.

• Internally-Managed REIT with no debt. Following the completion of the Business Combination, Broadmark Realty will be an internally managed commercial REIT with an initial equity market capitalization in excess of $1.0 billion and no debt outstanding and is expected to compare favorably to its publicly traded peer group who tend to be externally managed and utilize leverage.

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• Ownership Interest in Strategic Growth Platform. As an internally managed REIT, members will be able to participate in future potential internal and external growth of Broadmark Realty, potentially including, but not limited to, an expansion of its lending platform, raising of additional private real estate lending companies and corresponding receipt of management fee income.

• Significant Dividend and Potential for Dividend Growth. Subject to customary board of director approvals, Broadmark Realty expects to pay out a substantial portion of its net income in dividends to its shareholders, which would allow former members to continue to benefit from significant dividend income on their investment going forward.

• Broader Access to Capital. As a publicly traded company, Broadmark Realty may benefit from broader access to public equity capital to grow its business and its loan portfolio and consequently may generate additional fees from its increased lending activity.

• Increased Geographic Diversification. Following the Business Combination members may benefit from increased geographic diversification of Broadmark Realty’s loan portfolio as compared to the individual Company lending activities prior to the Business and benefit from reduced exposure to regional economies.

• Increased Borrower Diversification. Following the Business Combination members will benefit from increased borrower diversification of Broadmark Realty’s combined loan portfolio as a result of the larger base of borrowers.

• Additional Cash Proceeds to Grow Loan Portfolio. The Business Combination will provide additional cash to grow the Company Group’s loan portfolio and may generate significant interest income and origination fees that members would be able to participate in.

• Benefit of Relationship with Trinity. The Company Group’s business will benefit from the significant public company and transactional experience of the members of Trinity’s management team joining Broadmark Realty’s board of directors.

• Favorable Solution to Potential Exchange Act Registration Requirement without Occurrence of the Business Combination. The Business Combination provides a favorable solution to the possibility that any of the Companies, individually, would be required to register under the Exchange Act if they were to exceed the permissible number of investors without registration, which would add extra cost for the Companies without creating a trading market for the units held by members.

• Enhanced Ability to Retain Executives and Employees. Assuming that the Incentive Plan is approved by Trinity shareholders, Broadmark Realty will be able to utilize equity compensation to compensate key employees the fact that equity compensation will be available for awards to the executive officers and employees of the Company Group to help incentivize, retain and align the interests of such persons with those of Broadmark Realty shareholders.

• CSCA Fairness Opinion. The opinions of CSCA that, as of August 9, 2019, and on the basis of and subject to the assumptions, qualifications, limitations and other matters described in their written opinions, the consideration to be received by preferred unitholders of each of the Companies in the Business Combination was fair to them from a financial point of view, as more fully described below under “Opinions of Financial Advisor to the Board of Directors and Management Company of Each Company.”

In the course of its deliberations, the board of directors of the Companies and the Management Companies, in consultation with their legal and financial advisors, also considered a variety of risks and other factors relating to the Business Combination, including the following:

• Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved.

• Risk that Shares of Broadmark Realty Common Stock Trade Below the Reference Price. The fact that shares of Broadmark Realty common stock may trade on the NYSE below the Reference Price (as defined in the Merger Agreement), which was the price utilized to determine the number of shares of Broadmark Realty common stock that members receive in the Business Combination.

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• Outstanding Warrants. Following completion of the Business Combination, Broadmark Realty will have over 46.8 million warrants outstanding exercisable at $11.50 per share; and to the extent that Broadmark Realty’s share price exceeds that amount, the exercise of a significant amount of warrants could negatively impact the trading value of shares of Broadmark Realty common stock.

• Inability to Invest based on Geographic Focus. Investors that prefer to invest in a limited geographical area or number of states will now be invested in an entity that may invest nationwide.

• Management’s Limited Public Company Experience. The Company Group has been privately held since inception, and the management team has no experience managing a Public Company.

• Significant Costs and Challenges Associated with Being a Public Company. The expenses and challenges associated with preparing the Company Group for the applicable disclosure and listing requirements to which Broadmark Realty will be subjected as a publicly traded REIT on the NYSE.

• Litigation. The possibility of litigation challenging the Business Combination.

The foregoing discussion of the material factors considered by the board of directors and Management Company of each Company is not intended to be exhaustive but does set forth the principal factors considered by these parties.

The foregoing discussion of the information and factors considered by the board of directors and Management Company of each Company is forward-looking in nature. This information should be read in light of the factors set forth in the section of this joint proxy statement/prospectus entitled “ Cautionary Statement Regarding Forward Looking Statements. ”

When considering the recommendation of the board of directors and Management Company of each Company to vote in favor of the Company Group Business Combination Proposals, members of the Companies should be aware that the directors of the Companies and the Management Company executives and equity owners have interests in the Business Combination that are different from or in addition to (or which may conflict with) members’ interests. See the section entitled “The Business Combination—Interests of Directors, Managers and Officers in the Business Combination—Interests of Directors, Managers and Executives of the Company Group” for a further discussion.

Opinions of Financial Advisor to the Board of Directors and Management Company of each Company

The Broadmark Group, Broadmark Capital and its affiliates engaged CSCA to act as its financial advisor to perform investment banking services, pursuant to an engagement letter dated August 14, 2018 as subsequently amended on August 2, 2019. In addition, the Board of Directors of each of the Companies and each of the Management Companies (the “Broadmark Parties”) engaged CSCA to render its fairness opinions pursuant to a fairness opinion engagement letter dated August 8, 2019. On August 9, 2019, CSCA rendered its oral opinions (which were subsequently confirmed in writing) to the Broadmark Parties that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinions, the Company Preferred Merger Consideration Per Unit to be paid by Broadmark Realty in the proposed merger is fair, from a financial point of view, to such preferred unitholders.

The full text of CSCA’s written opinions, dated as of August 9, 2019, are attached as Annexes B, C, D and E to this document. CSCA’s written opinions set forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by CSCA in rendering its opinions. You are encouraged to read the opinions carefully in their entirety. The following is a summary of CSCA’s opinions and the methodology that CSCA used to render its opinions. This summary is qualified in its entirety by reference to the full text of each opinion.

CSCA’s opinions, the issuance of which were approved by CSCA’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority, are addressed to the Board of Directors of each of the Companies and each of the Management Companies and address only the fairness, from a financial point of view, of merger consideration to be offered to the preferred unitholders of each Company and do not constitute a recommendation to any such preferred unitholder of each Company as to how such preferred unitholder should vote with respect to the Transactions. CSCA was not requested to address, and its opinions do not in any manner address, the Broadmark Parties’ underlying business decision to proceed with or effect the Transactions, the likelihood of the consummation of the Transactions, or the relative merits of the Transactions as compared to any other transaction in which the Broadmark Parties may engage. In addition, CSCA expressed no opinion on, and its opinions do not in any manner address, the fairness of the amount or the

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nature of any compensation paid to the Management Companies or to any officers, directors or employees of any parties to the Transactions, or any class of such persons, relative to the aggregate consideration to be offered to the preferred unitholders of the Companies in the Transactions. No limitations were imposed by the Broadmark Parties upon CSCA with respect to the investigations made or procedures followed by it in rendering its opinions.

In arriving at its opinions, CSCA, among other things:

• Reviewed for each of the Management Companies and the Companies, as applicable, (i) the audited financial information for the twelve month periods ended December 31, 2016, 2017, and 2018 respectively, (ii) the unaudited financial information for the three month periods ended March 31, 2018 and 2019 respectively, (iii) draft financial information for the three month period ended June 30, 2019 as provided on August 2, 2019, (iv) historical and projected operating data and (v) projected financial information relating to the business, earnings, cash flow, assets, liabilities and capitalization, all of the foregoing as prepared and provided by the Broadmark Group management;

• Reviewed projected financial information relating to the business, earnings, cash flow, assets, liabilities and capitalization of the Broadmark Group, all of the foregoing as prepared and provided by the Broadmark Group management;

• Reviewed certain publicly available audited and unaudited financial statements and other publicly available business, financial and other information relating to Trinity (incl. Forms 10-K, 10-Q and 8-K);

• Reviewed financial information and operating data, including historical and projected financial information relating to the business, earnings, cash flow, assets, liabilities, capitalization and future results of Broadmark Realty, as prepared and provided by the management of Trinity and the Broadmark Group;

• Discussed with management of the Broadmark Group and Trinity of their respective assessments as to the relative likelihood of achieving the future financial results and the past and current operations, the financial condition and prospects of the Broadmark Group, Trinity, and Broadmark Realty, as applicable, before and after giving effect to the Transaction;

• Review of organizational and offering documents of the Companies and the Management Companies, as applicable;

• Reviewed drafts of the (a) Merger Agreement and Disclosure Schedules thereto, the most recent draft dated August 8, 2019, (b) Management Company Support Agreement, the most recent draft dated August 8, 2019, (c) Employment Agreement, the most recent draft dated August 8, 2019, (d) Restrictive Covenant Agreement, the most recent draft dated August 8, 2019, (e) Equity Lock-up Agreement, the most recent draft dated August 8, 2019, (f) Subscription Agreement, the most recent draft dated August 7, 2019, and (g) Sponsor Agreement, the most recent draft dated August 7, 2019, (collectively, the “Transaction Documents”);

• Reviewed a draft of the Registration Statement of Broadmark Realty filed with the SEC on August 12, 2019, including but not limited to, pro forma financial statements for each of the Broadmark Group and Broadmark Realty for the year ended December 31, 2018, and the three months ended March 31, 2019 contained therein;

• Compared certain financial information of the each of the Companies and of Broadmark Realty with similar information of other companies as CSCA deemed relevant;

• Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions, and comparisons of such terms with the Transactions, as CSCA deemed relevant to its analysis;

• Performed various financial analyses as CSCA deemed appropriate, using generally accepted analytical valuation methodologies; and

• Performed such other analyses, inquiries and investigations and consideration of such other factors as CSCA deemed appropriate for the purposes of the opinions, including its knowledge of the specialty finance and real estate industries, as well as its experience in connection with similar transactions and securities valuation generally.

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In arriving at its opinions, CSCA assumed and relied upon the accuracy and completeness of the financial and other information used by CSCA without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). CSCA also relied upon the assurances of each of the Broadmark Parties that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to financial projections, upon the advice and at the direction of the Broadmark Parties, CSCA assumed that such projections, based on the assumptions stated therein, were reasonably prepared and reflected the best currently available estimates and judgments of the Broadmark Parties as to the future financial performance of each Company and that each Company would perform substantially in accordance with such projections. With respect to the combined company projections, upon the advice and at the direction of the Broadmark Parties, CSCA assumed that such projections, based on the assumptions stated therein, were reasonably prepared and reflected the best currently available estimates and judgments of the Broadmark Parties and Trinity as to the combined company’s future financial performance and that the combined company would perform substantially in accordance with such projections. With respect to financial information and projections, at Broadmark’s direction, CSCA assumed that such financial information and projections are a reasonable basis to evaluate the Companies, the Broadmark Parties, and Broadmark Realty, and at Broadmark’s direction, CSCA relied upon such financial information and projections for purposes of its analyses and the opinions. In arriving at its opinions, CSCA assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinions, CSCA did not conduct a physical inspection of the assets, properties and facilities of the Companies and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Companies. CSCA’s opinions were necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, August 9, 2019. CSCA assumed no responsibility for updating or revising its opinions based on events or circumstances that may have occurred after August 9, 2019. CSCA expressed no opinion as to the prices at which shares of Trinity common stock or the Broadmark Realty common stock would trade following the announcement of the Transactions. CSCA’s opinions should not be viewed as providing any assurance that the market value of the shares of Broadmark Realty common stock to be held by the preferred unitholders of the Companies after the consummation of the Transactions will be in excess of the value of the units owned by such preferred unitholders at any time prior to the announcement or consummation of the Transactions.

CSCA assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by CSCA. Additionally, CSCA assumed the accuracy of the representations and warranties contained in the merger agreement and all the agreements related thereto. CSCA also assumed, upon the advice and at the direction of the Broadmark Parties, that all material governmental, regulatory and third party approvals, consents and releases for the Transactions would be obtained within the constraints contemplated by the merger agreement and that the Transactions will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. CSCA did not express any opinion as to any tax or other consequences that might result from the Transactions, nor did CSCA address any legal, tax, regulatory or accounting matters, as to which CSCA understood the Broadmark Parties had obtained such advice as they deemed necessary from qualified professionals.

In connection with rendering its opinions, CSCA performed certain financial, comparative and other analyses as summarized below. In arriving at its opinions, CSCA did not ascribe a specific range of values but rather made its determination as to fairness, from a financial point of view, to the preferred unitholders of the Companies on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinions, CSCA did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses performed and factors considered by it and in the context of the circumstances of the particular transaction. Accordingly, CSCA believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinions.

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Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by CSCA in preparing its opinions to the Broadmark Parties. The summary of CSCA’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying CSCA’s opinions.

For the purposes of its analyses and review, CSCA made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Broadmark Parties or any other parties to the Transactions. No company, business or transaction considered in CSCA’s analyses and review is identical to the Companies, the Management Companies, the Broadmark Group, or Broadmark Realty, or the Transactions, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in CSCA’s analyses and reviews. None of the Companies, the Management Companies, the Broadmark Group, Trinity, Broadmark Realty, CSCA or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, CSCA’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by CSCA, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of CSCA’s analyses and reviews.

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For purposes of each of the following analyses, CSCA used information regarding Company Preferred AUM and Preferred Units Outstanding as provided by the Broadmark Group management as of June 30, 2019 to compare the results of each analysis to the Company Preferred Merger Consideration Per Unit for each Company as set forth on the table below:

As of June 30, 2019	PBRELF I		BRELF II		BRELF III		BRELF IV
Company Preferred AUM	$	398.4	$	442.8	$	18.9	$	2.4
Preferred Units Outstanding(1)		4.0		4.4		0.2		0.0
Company Preferred AUM Per Unit	$	99.56	$	99.99	$	100.00	$	100.00
Company Preferred Merger Consideration Per Unit(2)		9.509		9.550		9.551		9.551

Note: $ and units in millions, except per unit values. BRELF IV actual units outstanding at 6/30/19 were 24,298.

(1) Reflects 1-for-100 reverse split effective October 1, 2018.

(2) Reflects Company Preferred AUM Per Unit divided by (i) the estimated trust value per Trinity Class A share at closing of $10.47 as provided by Trinity (the “Reference Price”).

Selected Precedent Transactions Analysis

CSCA reviewed and compared the purchase prices and financial multiples paid in selected other transactions that CSCA, based on its experience with merger and acquisition transactions, deemed relevant. CSCA chose such transactions with a focus on U.S. target companies based on, among other things, the similarity of the applicable target companies in the transactions to the Companies with respect to the size, industry or business mix, margins, competitive dynamics and other characteristics of their businesses. CSCA reviewed the following transactions:

Date Announced	Acquiror	Target
November 7, 2018	Ready Capital Corp.	Owens Realty Mortgage, Inc.
May 2, 2018	Annaly Capital Management, Inc.	MTGE Investment Corp.
April 26, 2018	Two Harbors Investment Corp.	CYS Investments, Inc.
April 11, 2016	Annaly Capital Management, Inc.	Hatteras Financial Corporation
April 7, 2016	Sutherland Asset Management Corp	ZAIS Financial Corp.
March 2, 2016	ARMOUR Residential REIT, Inc.	JAVELIN Mortgage Investment Corp.
February 26, 2016	Apollo Commercial Real Estate Finance, Inc.	Apollo Residential Mortgage
November 12, 2012	Annaly Capital Management, Inc.	CreXus Investment Corp.
January 29, 2008	Hypo Real Estate Holding AG	Quadra Realty Trust, Inc.

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of each of the Companies and the companies included in the selected precedent transaction analysis. Although none of the selected transactions is directly comparable to the Transactions, the target companies in the selected transactions were companies that, for purposes of analysis, may be considered similar to the Companies.

Accordingly, for the above selected transactions, based on information from SEC filings and FactSet, CSCA calculated and reviewed the final announced transaction price as a multiple of the target company’s last reported tangible book value as of the time of announcement, which is referred to as “Transaction P/TBV”. The following table sets forth the transactions analyzed based on such characteristics and the results of such analysis:

Precedent Transactions	25th Percentile		Median		75th Percentile
Transaction P /TBV		0.86x		0.96x		1.04x

CSCA applied the range of Transaction P/TBV metrics from the selected precedent transactions to the respective Company Preferred AUM Per Unit as of June 30, 2019 (“Transaction P/TBV - 6/30”) and as of March 31, 2019 (“Transaction P/TBV - 3/31”) to calculate the implied Company Preferred AUM Per Unit. CSCA then calculated the implied Company Preferred Merger Consideration Per Unit by dividing (i) the implied Company Preferred AUM Per Unit by (ii) the Reference Price. The following tables sets forth the results of such analyses.

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	Company Metrics		Selected Precedent Transactions Metrics	Implied Ranges		Company Preferred Merger Consideration Per Unit
				Company Preferred AUM Per Unit Range	Company Preferred Merger Consideration Per Unit
PBRELF I
Transaction P/TBV - 6/30	$	99.56	0.86x - 1.04x	$85.46 - $103.84	8.162 - 9.918		9.509
Transaction P/TBV - 3/31	$	99.64	0.86x - 1.04x	$85.53 - $103.93	8.169 - 9.926		9.509
BRELF II
Transaction P/TBV - 6/30	$	99.99	0.86x - 1.04x	$85.83 - $104.29	8.197 - 9.961		9.550
Transaction P/TBV - 3/31	$	99.99	0.86x - 1.04x	$85.83 - $104.29	8.197 - 9.961		9.550
BRELF III
Transaction P/TBV - 6/30	$	100.00	0.86x - 1.04x	$85.83 - $104.30	8.198 - 9.962		9.551
Transaction P/TBV - 3/31	$	100.00	0.86x - 1.04x	$85.83 - $104.30	8.198 - 9.962		9.551
BRELF IV
Transaction P/TBV - 6/30	$	100.00	0.86x - 1.04x	$85.83 - $104.30	8.198 - 9.962		9.551

CSCA noted that on the basis of the selected precedent transactions analysis, the Company Preferred Merger Consideration Per Unit of 9.509 for PBRELF I, 9.550 for BRELF II, 9.551 for BRELF III, and 9.551 for BRELF IV were within the range of implied Company Preferred Merger Consideration Per Unit.

Selected Comparable Company Analysis of the Companies

In order to assess how the market values shares of similar publicly traded companies and to provide a range of implied Company Preferred Merger Consideration Per Unit for each of the Companies, CSCA reviewed and compared specific financial and operating data relating to each of the Companies, respectively, with selected companies that CSCA, based on its experience in the Mortgage REIT industry, deemed comparable to the Companies.

The selected comparable companies with respect to the Companies were:

Externally Managed REITs

• Ready Capital Corporation

• Exantas Capital Corp.

• Ares Commercial Real Estate Corporation

• Jernigan Capital, Inc.

CSCA calculated and compared various financial multiples and ratios for each of the Companies and the selected comparable companies.

As part of its selected comparable company analysis for the Companies, CSCA calculated and analyzed each applicable company’s (i) ratio of its price per share as of August 7, 2019 to tangible book value per share as of the most recently completed quarterly period available (“P/TBV”). CSCA then applied the range of P/TBV multiples of the selected comparable companies to the Companies’ Preferred AUM Per Unit as of June 30, 2019 (“P/TBV – 6/30”) and March, 31, 2019 (“P/TBV – 3/31”) to calculate the implied Company Preferred AUM Per Unit. CSCA then calculated the implied Company Preferred Merger Consideration Per Unit by dividing (i) the implied Company Preferred AUM Per Unit by (ii) the Reference Price.

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The results of this selected comparable company analysis are summarized below:

Company Peers	Low		Mean		Median		High
P /TBV(1)		0.82x		0.94x		0.96x		1.03x

(1) Tangible book value based on latest tangible book value publically available.

	Company Metrics					Implied Ranges		Company Preferred Merger Consideration Per Unit
	P/TBV		Preferred AUM Per Unit		Company Peer Metrics	Company Preferred AUM Per Unit	Company Preferred Merger Consideration Per Unit
PBRELF I
P/TBV - 6/30		1.00x	$	99.56	0.82x - 1.03x	$82.09 - $102.95	7.840 - 9.833		9.509
P/TBV - 3/31		1.00x	$	99.64	0.82x - 1.03x	$82.15 - $103.03	7.846 - 9.841		9.509
BRELF II
P/TBV - 6/30		1.00x	$	99.99	0.82x - 1.03x	$82.44 - $103.39	7.874 - 9.875		9.550
P/TBV - 3/31		1.00x	$	99.99	0.82x - 1.03x	$82.44 - $103.39	7.874 - 9.875		9.550
BRELF III
P/TBV - 6/30		1.00x	$	100.00	0.82x - 1.03x	$82.45 - $103.40	7.875 - 9.876		9.551
P/TBV - 3/31		1.00x	$	100.00	0.82x - 1.03x	$82.45 - $103.40	7.875 - 9.876		9.551
BRELF IV
P/TBV - 6/30		1.00x	$	100.00	0.82x - 1.03x	$82.45 - $103.40	7.875 - 9.876		9.551

CSCA selected the comparable companies listed above because of similarities in one or more business or operating characteristics with the Companies. For purposes of this selected comparable companies analysis, CSCA selected comparable companies comprising of externally-managed REITs with equity market capitalizations of less than $1.0 billion. However, because no selected comparable company is exactly the same as the Companies, CSCA believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, CSCA also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Companies and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Companies and the companies included in the selected company analysis.

CSCA noted that on the basis of the selected comparable company analysis for the Companies, the Company Preferred Merger Consideration Per Unit of 9.509 for PBRELF I, 9.550 for BRELF II, 9.551 for BRELF III, and 9.551 for BRELF IV were within the range of implied Company Preferred Merger Consideration Per Unit based on the Company Peer metrics.

Selected Comparable Company Analysis of Broadmark Realty

In order to assess how the market values shares of similar publicly traded companies and to provide a range of implied Company Preferred Merger Consideration Per Unit for Broadmark Realty, CSCA reviewed and compared specific financial and operating data relating to Broadmark Realty, respectively, with selected companies that CSCA, based on its experience in the Mortgage REIT industry, deemed comparable to Broadmark Realty.

The selected comparable companies with respect to Broadmark Realty were:

Internally Managed REITs

• Ladder Capital Corp. Class A

• Arbor Realty Trust, Inc.

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Externally Managed REITs

• Starwood Property Trust, Inc.

• Blackstone Mortgage Trust, Inc. Class A

• Colony Credit Real Estate, Inc. Class A

• Apollo Commercial Real Estate Finance, Inc.

• KKR Real Estate Finance Trust, Inc.

• TPG RE Finance Trust, Inc.

• Granite Point Mortgage Trust Inc.

CSCA calculated and compared various financial multiples and ratios for Broadmark Realty and the selected comparable companies.

As part of its selected comparable company analysis for Broadmark Realty, CSCA calculated and analyzed for each applicable company (i) the P/TBV for the selected internally-managed peer group (“P/TBV (Internal)”); (ii) the P/TBV of the selected comparable peer group including internally and externally-managed commercial REITs (“P/TBV (All)”); (iii) ratio of its price per share as of August 7, 2019 to its calendar year 2020 estimated earnings per share (commonly referred to as a price earnings ratio, or P/E) based on consensus estimates available to CSCA (“Price/2020E EPS”); and (iv) implied dividend yield based on calendar year 2020 estimated dividends per share based on consensus estimates available to CSCA (“CY 2020E Yield”). CSCA applied the peer group metrics to the comparable metrics of Broadmark Realty in order to calculate the implied equity value per share. CSCA then evaluated the potential impact of the 46.9 million warrants that will be outstanding on the value of Broadmark Realty stock by comparing the warrant exercise price of $11.50 per share to the implied equity value per share. If the implied equity value per share exceeded $11.50, CSCA assumed the exercise of all warrants on a cash basis, resulting in an increase in tangible book value of approximately $539 million as well as the addition of 46.9 million shares to fully diluted shares outstanding at Broadmark Realty to calculate an implied fully diluted equity value per share. CSCA then calculated the implied Company Preferred AUM Per Unit by multiplying (i) the implied fully diluted equity value per share by (ii) the Company Preferred Merger Consideration Per Unit for each of the Companies. CSCA also calculated a range of implied Company Preferred Merger Consideration Per Unit by dividing (i) the Company Preferred AUM Per Unit for each of the Companies as of June 30, 2019 as provided by Broadmark Group management by (ii) the implied Broadmark Realty fully diluted equity value per share.

The results of this selected comparable company analysis are summarized below:

Broadmark Realty Peers	25th Percentile			Median			75th Percentile
P /TBV (Internal)(1)(2)		1.38x			1.42x			1.46x
P /TBV (All)(1)		1.00x			1.15x			1.42x
Price/2020E EPS		9.7x			11.0x			11.3x
CY 2020E Yield		8.2	%		8.9	%		9.6	%

(1) Tangible book value based on latest tangible book value publically available.

(2) Reflects low, median and high multiples.

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				Implied Ranges			Company Preferred Merger Consideration Per Unit
	Broadmark Realty Metrics		Broadmark Realty Peer Metrics	Broadmark Realty Fully Diluted Equity Value Per Share	Company Preferred AUM Per Unit	Company Preferred Merger Consideration Per Unit
PBRELF I
P/TBV (Internal) - 3/31	$	8.24	1.38x - 1.46x	$11.39 - $11.88	$108.33 - $112.93	8.384 - 8.739		9.509
P/TBV (All) - 3/31	$	8.24	1.00x - 1.42x	$8.22 - $11.65	$78.19 - $110.77	8.547 - 12.108		9.509
Price/2020E EPS	$	1.33	9.7x - 11.3x	$12.61 - $14.18	$119.87 - $134.86	7.020 - 7.898		9.509
CY 2020E Yield	$	1.31	8.2% - 9.6%	$13.06 - $14.84	$124.15 - $141.14	6.708 - 7.626		9.509
BRELF II
P/TBV (Internal) - 3/31	$	8.24	1.38x - 1.46x	$11.39 - $11.88	$108.80 - $113.41	8.420 - 8.777		9.550
P/TBV (All) - 3/31	$	8.24	1.00x - 1.42x	$8.22 - $11.65	$78.53 - $111.24	8.584 - 12.160		9.550
Price/2020E EPS	$	1.33	9.7x - 11.3x	$12.61 - $14.18	$120.38 - $135.44	7.050 - 7.932		9.550
CY 2020E Yield	$	1.31	8.2% - 9.6%	$13.06 - $14.84	$124.68 - $141.75	6.737 - 7.659		9.550
BRELF III
P/TBV (Internal) - 3/31	$	8.24	1.38x - 1.46x	$11.39 - $11.88	$108.81 - $113.43	8.421 - 8.778		9.551
P/TBV (All) - 3/31	$	8.24	1.00x - 1.42x	$8.22 - $11.65	$78.53 - $111.26	8.585 - 12.162		9.551
Price/2020E EPS	$	1.33	9.7x - 11.3x	$12.61 - $14.18	$120.40 - $135.46	7.051 - 7.933		9.551
CY 2020E Yield	$	1.31	8.2% - 9.6%	$13.06 - $14.84	$124.70 - $141.76	6.737 - 7.659		9.551
BRELF IV
P/TBV (Internal) - 3/31	$	8.24	1.38x - 1.46x	$11.39 - $11.88	$108.81 - $113.43	8.421 - 8.778		9.551
P/TBV (All) - 3/31	$	8.24	1.00x - 1.42x	$8.22 - $11.65	$78.53 - $111.26	8.585 - 12.162		9.551
Price/2020E EPS	$	1.33	9.7x - 11.3x	$12.61 - $14.18	$120.40 - $135.46	7.051 - 7.933		9.551
CY 2020E Yield	$	1.31	8.2% - 9.6%	$13.06 - $14.84	$124.70 - $141.76	6.737 - 7.659		9.551

CSCA selected the comparable companies listed above because of similarities in one or more business or operating characteristics with Broadmark Realty. For purposes of this selected comparable companies analysis, CSCA selected comparable companies comprising both internally-managed and externally managed REITs with equity market capitalizations in excess of $1.0 billion. However, because no selected comparable company is exactly the same as Broadmark Realty, CSCA believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, CSCA also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Broadmark Realty and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Broadmark Realty and the companies included in the selected company analysis.

CSCA noted that on the basis of the selected comparable company analysis for Broadmark Realty, the Company Preferred Merger Consideration Per Unit of 9.509 for PBRELF I, 9.550 for BRELF II, 9.551 for BRELF III, and 9.551 for BRELF IV were within or above the range of implied Company Preferred Merger Consideration Per Unit based on the Broadmark Realty Peer metrics.

Dividend Discount Analysis of the Companies

CSCA performed a dividend discount analysis on each of the Companies using projections as provided by Broadmark Group management and certain publicly available information, which was used as a basis for discount rates and terminal value ranges. CSCA applied a range of discount rates to each Company’s Projections and a range

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of terminal values estimated using two methodologies: (i) a price-to-tangible-book-value ratio based on projected tangible book value at December 31, 2023 (“P/CY 2023E TBV”) methodology; and (ii) dividend yield methodology based on calendar year 2023 projected distributions (“CY 2023E Dividend Yield”). The primary assumptions are illustrated in the table below.

Terminal Value Methodology	Terminal Value Range	Discount Rate
P/CY 2023E TBV	0.80x - 1.00x	10.0% - 12.0%
CY 2023E Dividend Yield	9.0% - 11.0%	10.0% - 12.0%

CSCA calculated the net present value of the dividends and terminal value by applying the range of discount rates to the projected dividends for the Companies from calendar year 2020 through calendar year 2023 and to the estimated terminal values and then divided by each Company’s preferred units outstanding to calculate the implied Company Preferred AUM Per Unit. CSCA then calculated the implied Company Preferred Merger Consideration Per Unit by dividing (i) the implied Company Preferred AUM per Unit by (ii) the Reference Price. The following tables sets forth the results of such analyses.

	Implied Company Preferred AUM Per Unit	Implied Company Preferred Merger Consideration Per Unit	Company Preferred Merger Consideration Per Unit
PBRELF I
P/CY 2023E TBV	$82.90 - $101.76	7.918 - 9.719		9.509
CY 2023E Dividend Yield	$93.08 - $113.61	8.890 - 10.851		9.509
BRELF II
P/CY 2023E TBV	$84.49 - $103.44	8.070 - 9.879		9.550
CY 2023E Dividend Yield	$97.59 - $119.12	9.321 - 11.377		9.550
BRELF III
P/CY 2023E TBV	$84.19 - $103.02	8.041 - 9.840		9.551
CY 2023E Dividend Yield	$97.60 - $119.13	9.322 - 11.378		9.551
BRELF IV
P/CY 2023E TBV	$84.49 - $103.42	8.069 - 9.878		9.551
CY 2023E Dividend Yield	$97.60 - $119.13	9.322 - 11.378		9.551

CSCA noted that on the basis of the dividend discount analysis for the Companies, the Company Preferred Merger Consideration Per Unit of 9.509 for PBRELF I, 9.550 for BRELF II, 9.551 for BRELF III, and 9.551 for BRELF IV was within the range of implied Company Preferred Merger Consideration Per Unit based on the P/CY 2023E TBV calculation and the CY 2023E Dividend Yield calculation.

Dividend Discount Analysis of Broadmark Realty

CSCA performed a dividend discount analysis on Broadmark Realty using projections as provided by Trinity and Broadmark Group management and certain publicly available information, which was used as a basis for discount rates and terminal value ranges. CSCA applied a range of discount rates to each Company’s Projections and a range of terminal values estimated using two methodologies: (i) a price to tangible book value ratio based on projected tangible book value at December 31, 2023 (“P/CY 2023E TBV”) methodology; and (ii) dividend yield based on calendar year 2023 projected distributions methodology (“CY 2023E Dividend Yield”). The primary assumptions are illustrated in the table below.

Terminal Value Methodology	Terminal Value Range	Discount Rate
P/CY 2023E TBV	1.10x - 1.30x	7.5% - 9.5%
CY 2023E Dividend Yield	7.5% - 9.5%	7.5% - 9.5%

CSCA calculated the net present value of the dividends and the terminal values by applying the range of discount rates to the projected dividends for Broadmark Realty from calendar year 2020 through calendar year 2023 and to the estimated terminal values and then divided by the total Broadmark Realty shares outstanding to calculate the implied equity value per share. CSCA then evaluated the potential impact of the 46.9 million warrants that will be outstanding on the value of Broadmark Realty stock by comparing the warrant exercise price of $11.50 per share to

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the range of implied equity value per share. If the implied equity value per share exceeded $11.50, CSCA assumed the exercise of all warrants on a cash basis, resulting in an increase in tangible book value of approximately $539 million as well as the addition of 46.9 million shares to fully diluted shares outstanding at Broadmark Realty to calculate an implied fully diluted equity value per share. CSCA then calculated implied Company Preferred AUM Per Unit by multiplying (i) the implied fully diluted equity value per share by (ii) the Company Preferred Merger Consideration Per Unit for each Company. CSCA also calculated the implied Company Preferred Merger Consideration Per Unit by dividing (i) Company Preferred AUM Per Unit for each of the Companies as of June 30, 2019 as provided by Broadmark Group management by (ii) the implied Broadmark Realty fully diluted equity value per share. The following table sets forth the results of such analyses.

	Broadmark Realty Implied Fully Diluted Equity Value Per Share	Implied Company Preferred AUM Per Unit Range	Implied Company Preferred Merger Consideration Per Unit	Company Preferred Merger Consideration Per Unit
PBRELF I
P/CY 2023E TBV	$11.42 - $13.16	$108.62 - $125.11	7.567 - 8.716		9.509
CY 2023E Dividend Yield	$14.18 - $17.67	$134.80 - $167.98	5.640 - 7.023		9.509
BRELF II
P/CY 2023E TBV	$11.42 - $13.16	$109.09 - $125.66	7.600 - 8.753		9.550
CY 2023E Dividend Yield	$14.18 - $17.67	$135.38 - $168.71	5.660 - 7.053		9.550
BRELF III
P/CY 2023E TBV	$11.42 - $13.16	$109.10 - $125.66	7.601 - 8.755		9.551
CY 2023E Dividend Yield	$14.18 - $17.67	$135.39 - $168.73	5.661 - 7.054		9.551
BRELF IV
P/CY 2023E TBV	$11.42 - $13.16	$109.10 - $125.66	7.601 - 8.755		9.551
CY 2023E Dividend Yield	$14.18 - $17.67	$135.39 - $168.73	5.661 - 7.054		9.551

CSCA noted that on the basis of the dividend discount analysis for Broadmark Realty, the Company Preferred Merger Consideration Per Unit of 9.509 for PBRELF I, 9.550 for BRELF II, 9.551 for BRELF III, and 9.551 for BRELF IV were all above the range of implied Company Preferred Merger Consideration Per Unit based on the P/CY 2023E TBV calculation and the CY 2023E Dividend Yield calculation.

Other Factors

CSCA also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were referenced for informational purposes, including, among other things, the Historical Trading Analysis described below.

Historical Trading Analysis

To illustrate the trend in the historical trading prices of the Trinity Class A shares, CSCA reviewed, for informational purposes, historical data with regard to the trading prices of such shares for the period from August 7, 2018 to August 7, 2019 and compared such data with the Trinity trust account value per share at the end of each fiscal quarter.

CSCA noted that during the 12-month period from August 7, 2018 to August 7, 2019, the price of the Trinity Class A shares ranged from $9.76 to $10.37, with a volume-weighted average trading price of $10.04. CSCA also noted that during the 6-month period from February 7, 2019 to August 7, 2019, the price of Trinity Class A shares ranged from $10.12 to $10.37, with a volume-weighted average trading price of $10.27.

General

CSCA is a recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Broadmark Parties

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selected CSCA because of its familiarity with the Companies and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Transactions.

CSCA is acting as non-exclusive financial advisor to the Broadmark Parties in connection with the Transactions and will receive compensation for its services in connection with the Transactions, $500,000 of which became payable from the Broadmark Parties to CSCA upon the delivery of CSCA’s opinions to each of the Companies, which is referred to as the “Opinion Fees”. The Opinion Fees were not contingent upon the conclusion of CSCA’s opinions or the consummation of the Transactions. In addition, the Broadmark Parties have agreed to (i) pay additional fees at CSCA’s standard hourly rates for any time incurred should CSCA be called upon to support its findings or provide further services related to the opinions subsequent to the delivery of the opinions; (ii) reimburse CSCA for certain reasonable out-of-pocket expenses in connection with the delivery of its opinions; and (iii) indemnify CSCA for certain liabilities that may arise out of its engagement by the Broadmark Parties and the rendering of CSCA’s opinions. Pursuant to a separate engagement agreement with Broadmark Capital, LLC, and its affiliates, which include the Management Companies and the Companies, dated August 14, 2018 and subsequently amended on August 2, 2019, CSCA will receive a success fee equal to 0.80% of the transaction value estimated to be approximately $9.0 million against which the Opinion Fees will be credited. In addition, the Broadmark Group has agreed to (i) reimburse CSCA for a portion of its reasonable and documented out-of-pocket expenses incurred in connection with the Transactions; and (ii) indemnify CSCA for certain liabilities that may arise out of its engagement by the Broadmark Group. While CSCA has not performed investment banking services for the Broadmark Group in the past, CSCA is likely to perform such services in the future, and is likely to receive, customary fees for such services. Specifically, in the past two years, CSCA has not performed any investment banking and financial services for the Broadmark Parties, the Broadmark Group or Trinity for which it has earned investment banking fees.

Interests of Directors, Managers and Officers in the Business Combination

Interests of the Directors and Officers of Trinity

When Trinity stockholders consider the recommendation of Trinity’s board of directors in favor of approval of the Business Combination, they should keep in mind that Trinity’s board of directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of a holder of Trinity common stock. These interests include, among other things:

• the beneficial ownership by the Trinity Sponsor and certain of Trinity’s officers and directors of 4.8 million shares of Trinity common stock following the Business Combination, subject to a lock-up, which shares would have a value of approximately $50.0 million based on the Reference Price;

• Trinity Sponsor’s $1.0 million working capital loan to Trinity, in which certain of Trinity’s officers and directors have an economic interest;

• the continuation of certain of Trinity’s directors as directors of Broadmark Realty; and

• the continued indemnification of current directors and officers of Trinity and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Further, all of the shares of Trinity common stock currently beneficially owned by the Trinity Sponsor and certain of Trinity’s officers and directors are not subject to redemption; as a result, Trinity’s directors have a financial incentive to see the Business Combination consummated rather than lose any value that is attributable to those shares.

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Interests of Directors, Managers and Executives of the Company Group

When considering the recommendation of the board of directors and Management Company of each Company to vote in favor of the Company Group Business Combination Proposals, Members of the Companies should be aware that the directors of the Companies and the Management Company executives and equity owners have interests in the Company Group Business Combination that are different from or in addition to (or which may conflict with) your interests as a Member. These interests include, among other things:

• the Management Companies and their equity owners, which include members of the board of directors and the executive officers of each Company, will receive $152,500,000 in total consideration if the Business Combination is completed, including approximately $61,538,000 in shares of Broadmark Realty common stock and $91,162,000 in cash; the $152,500,000 of total consideration to be paid to the Management Companies is after payment of certain fees and expenses related to the termination of certain referral agreements;

• the directors and executive officers of the Companies and the executive officers of the Management Companies will continue as executives and employees of, or in the case of Mr. Schocken, as Chairman of the Board, and will receive salaries, fees, equity awards, benefits and other compensation pursuant to written employment or other contracts with Broadmark Realty; and

• each Company’s and each Management Company’s directors, managers, members, officers and employees will continue to be entitled to indemnification from the post-combination company after the Business Combination, as well as coverage under directors’ and officers’ liability insurance.

Broadmark Capital, an affiliate of Mr. Schocken, will receive payment of $10,000,000, consisting of $7,000,000 in cash and 3,000,000 of Broadmark Realty common stock, in exchange for cancellation of certain referral agreements with the Management Companies, which are referenced above.

The table below sets forth the consideration to be paid to each director of the Companies that is a manager and/or equity owner of the Management Companies for their equity interests in the Management Companies and the common unit of the Companies owned by the Management Companies in connection with the consummation of the Business Combination:

Name	Value of Equity Consideration		Amount of Cash Consideration		Total
Joseph Schocken	$	15,938,000	$	35,232,000	$	51,170,000
Jeffrey Pyatt		26,004,000		25,166,000		51,170,000
Adam Fountain		5,452,000		12,051,000		17,503,000
Joanne Van Sickle		4,200,000		9,284,000		13,484,000

Employment Agreements with Broadmark Realty

Directors of the Companies and the Management Company executives and equity owners entered into consulting or employment agreements with Broadmark Realty that will be effective upon the completion of the Business Combination. For information regarding these agreements, please see “Management Following the Business Combination—Non-Employee Director and Officer Compensation.”

Potential Purchases of Trinity Securities

In connection with the vote of Trinity’s stockholders on the Trinity Business Combination Proposal, the Trinity Sponsor, and/or directors, officers or advisors to Trinity or Trinity Sponsor or their respective affiliates or the Companies’ directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from Trinity common stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Trinity’s directors, officers or advisors or their respective affiliates or the Companies’ directors, officers, or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Trinity’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and would include a contractual provision that directs such stockholder to vote such shares in

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a manner directed by the purchaser. In the event that the Trinity Sponsor, directors, officers or advisors or their affiliates or the Companies’ directors, officers, or advisors or their respective affiliates could purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account.

The purpose of such purchases would be to increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy the closing condition in the merger agreement that Broadmark Realty and Trinity have no less than $100,000,000 of cash after giving effect to the PIPE Investment, the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed pursuant to Trinity’s amended and restated certificate of incorporation and payment of the Management Companies consideration and Company Group’s and Trinity’s transaction expenses and any indebtedness.

Similarly, the Trinity Sponsor and/or directors, officers or advisors to Trinity or Trinity Sponsor or their respective affiliates, or the Companies’ directors, officers, or advisors or their respective affiliates, could privately negotiate transactions to purchase public warrants, which purchases may make it more likely that the Warrant Amendment will be approved.

Subject to the constraints described above and any other applicable legal constraints, there is no maximum amount of shares of Trinity Class A common stock or Trinity public warrants that may be purchased by the Trinity Sponsor and/or other insiders or affiliates of Trinity or the Trinity Sponsor.

Listing of Shares of Broadmark Realty Common Stock on NYSE and Public Warrants on NYSE Amex

Securities of Broadmark Realty currently are not traded on a stock exchange. Upon the closing of the Business Combination, The Broadmark Group intends to apply for listing its common stock on the NYSE under the symbols “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS.”

Delisting of Shares of Trinity Common Stock and Public Warrants on Nasdaq

Trinity anticipates that, following consummation of the Business Combination, its common stock and public warrants will be delisted from Nasdaq, and Trinity will be deregistered under the Exchange Act.

Restrictions on Sales of Shares of Broadmark Realty Common Stock Received in the Business Combination

All shares of Broadmark Realty common stock and Broadmark Realty public warrants received by Trinity security holders and by holders of Company Preferred units in the Business Combination are expected to be freely tradable, except that shares of Broadmark Realty common stock and Broadmark Realty public warrants received in the Business Combination by persons who are or become affiliates of Broadmark Realty for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Persons who may be deemed affiliates of Broadmark Realty generally include individuals or entities that control, are controlled by or are under common control with, Broadmark Realty and may include the directors and executive officers of Broadmark Realty as well as its principal stockholders.

Total Shares of Broadmark Realty Common Stock to be Issued in the Business Combination

Subject to the completion of the Business Combination and pursuant to the Merger Agreement, Trinity will (i) issue to the Company Group members approximately 89.5 million newly created shares of Broadmark Realty common stock for the common units and preferred units of the Company Group entities. Assuming that there are no redemptions of Trinity shares in connection with the Business Combination, Trinity would expect to issue approximately 34.5 million shares of Broadmark Realty common stock to the holders of the Trinity common stock in connection with the Business Combination, and upon completion of the Business Combination, the Company Group members would own approximately 62.9% of shares of Broadmark Realty common stock based on the 142.3 million estimated outstanding shares of Broadmark Realty common stock to be issued in exchange for the outstanding shares of Trinity common stock (such estimate assumes the effect of the cancellation of each outstanding share of Trinity common stock on November 15, 2019 and the issuance of shares of Broadmark Realty common stock in lieu thereof in the manner described in “ Proposals to be Considered by Trinity’s Stockholders—Proposal No. 1 ”).

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Name; Headquarters; Stock Symbols

The name of the post-Business Combination company is expected to be Broadmark Realty Capital Inc. and its headquarters will be located at 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101. Broadmark Realty intends to apply for listing the Broadmark Realty common stock on the NYSE under the symbols “BRMK,” and the public warrants on the NYSE Amex under the symbol “BRMK WS.”

Broadmark Realty’s Board of Directors Following the Business Combination

Upon the completion of the Business Combination, Broadmark Realty anticipates that its board of directors will consist of seven directors. See the section entitled “Management Following the Business Combination” for additional information.

Redemption Rights

Trinity Redemption Rights

Pursuant to Trinity’s amended and restated certificate of incorporation, holders of Trinity common stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Trinity’s amended and restated certificate of incorporation. As of June 30, 2019, the redemption price per share would have amounted to approximately $10.40, based on the aggregate amount on deposit in the Trust Account of approximately $359 million as of June 30, 2019 (including interest not previously released to Trinity to pay its franchise and income taxes), divided by the total number of then outstanding shares of Trinity Class A common stock. Such a holder will be entitled to receive cash for its shares of Trinity common stock only if it properly demands redemption and delivers its shares (either physically or electronically) to Trinity’s transfer agent prior to the Trinity Special Meeting. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Trinity common stock for cash. See the section entitled “ Questions and Answers About the Business Combination—How do I Exercis e My Redemption Rights? ” for the procedures to be followed if you wish to redeem your shares for cash.

Company Redemption Rights

For each of the Companies, holders of preferred units may request redemptions from available cash at least five business days in advance of September 30, 2019. Total redemptions for each Company are capped at 20% of its total assets as of the redemption date compared to its total assets as of 12 months earlier. At the discretion of the Management Company, this limit may be increased to 25%. Preferred units are subject to a one year lock up on redemptions, but the Management Company for each Company has agreed to exercise its discretion to waive this limitation for redemptions requested for September 30, 2019.

Rights of Appraisal and Dissent

Appraisal Rights for Trinity Stockholders under Delaware Law

Appraisal rights are not available to holders of shares of Trinity common stock in connection with the Business Combination.

Dissenters’ Rights for the Company Group Companies under the Washington Limited Liability Company Act

Members of each Company who do not vote in favor of the Broadmark Business Combination Proposal and who otherwise satisfy the requirements of Washington law relating to dissenters’ rights are entitled to the fair value of such member’s interest in the applicable Company in lieu of receiving the merger consideration. For more information about such rights, see the provisions of Article XII of Chapter 25.15 of the WLLCA attached hereto as Annex F, and the section titled “ Special Meeting of the Members of Each of the Companies— Rights of Appraisal and Dissent ” in this joint proxy statement/prospectus.

Accounting Treatment of the Business Combination

For accounting and financial reporting purposes, the Business Combination will be accounted for in part as a recapitalization and in part as several acquisitions in accordance with the Financial Accounting Standards Board, or (“FASB”), Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, or (“ASC 805”). Pursuant to such standards, BRELF II will be the accounting acquirer and Trinity, MgCo I, MgCo II, MgCo III,

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MgCo IV, PBRELF I, BRELF III and BRELF IV will be accounting acquirees. It was determined that BRELF II would be the accounting acquirer due to its relative size and the fact that its members will have the largest percentage of voting rights in Broadmark Realty following the Business Combination.

The transaction as it relates to Trinity’s interest was deemed a recapitalization primarily because Trinity does not meet the definition of a business acquirer under the accounting standards. The acquisition accounting applies to the Companies and Management Companies, with the assets and liabilities recorded at their current fair market values. Due to the short-term nature of the assets and liabilities of the Companies and Trinity there are no material adjustments required to reflect fair market value.

PIPE Investment

Concurrently with the execution of the Merger Agreement, Broadmark Realty entered into a subscription agreement with the Farallon entities, pursuant to which the Farallon entities have subscribed for, and Broadmark Realty agreed to issue and sell to the Farallon entities, $75.0 million of Broadmark Realty common stock immediately prior to the consummation of the Business Combination at a price per share equal to the Reference Price (as defined in the Merger Agreement). The PIPE Investment is conditioned on the substantially concurrent closing of the Business Combination and other customary closing conditions. The proceeds from the PIPE Investment will be used to help fund the growth of lending operations of Broadmark Realty and to pay transaction expenses associated with the Business Combination. In addition, the Farallon entities will have an option to purchase up to $25.0 million of additional Broadmark Realty common stock, exercisable during the 365 day period following the consummation of the Business Combination. In connection with the PIPE Investment, Broadmark Realty will issue to the Farallon entities warrants in an amount equal to the number of shares of common stock purchased by the Farallon entities pursuant to its initial $75.0 million investment (such warrants to be on substantially the same terms as the warrants that will be held by holders of public warrants of Broadmark Realty upon consummation of the Business Combination). Farallon will receive a fee for each warrant equal to the amount of the cash payable per each Trinity public warrant in connection with the Warrant Amendment Proposal, but in no event less than $0.30 per warrant. In addition, the Farallon entities are entitled to cash settle, in whole or in part, the exercise of their option to purchase up to an additional $25.0 million of additional Broadmark Realty common stock to the extent the delivery of the additional Broadmark Realty common stock to the Farallon entities would result, together with their affiliates and any other persons whose beneficial ownership of Broadmark Realty common stock would be aggregated with the Farallon entities or its affiliates for purpose of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), beneficially owns in excess of 9.9% of the shares of Broadmark Realty common stock outstanding immediately after giving effect to such issuance of Broadmark Realty common stock. In such case, the Farallon entities would be entitled to receive, instead of shares of common stock, a cash payment equal to the “in the money” portion of the shares with respect to which the option is exercised, calculated as (A) the number of additional shares of Broadmark Realty common stock for which the Farallon entities elect to cash settle rather than physical delivery, multiplied by (B)(i) the per share volume-weighted average price of the Broadmark Realty common stock in regular trading hours on the national exchange on which the Broadmark Realty common stock is listed or admitted for trading, as reported for the period of ten consecutive trading days ending on the trading day prior to the date on which the written notice by Broadmark Realty with respect to the election to cash settle is received by Broadmark Realty, minus (ii) the purchase price per share under the warrants, which is equal to the Reference Price. For example, if the Farallon entities exercise in full their option to purchase up to an additional $25.0 million shares of Broadmark Realty common stock at a time when the Farallon entities beneficially own 9.9% of Broadmark Realty’s common stock prior to giving effect to the exercise of the option, the Farallon entities would be entitled to cash settle the entire $25.0 million option exercise purchase amount. Assuming a purchase price of $10.47 per share (the assumed reference price with respect to the Business Combination), the Farallon entities would be entitled to purchase approximately 2.39 million shares upon the exercise of the option. If the per share market value of Broadmark Realty’s common stock at the time the option is exercised is $12.00 per share (determined in accordance with the subscription agreement relating to the PIPE Investment), then Broadmark Realty would be required to make a payment of approximately $3.65 million (or $1.53 per share, representing the difference between $12.00 and $10.47) to the Farallon entities in connection with the option exercise, instead of issuing shares of Broadmark Realty common stock to the Farallon entities. Upon completion of the Business Combination, Farallon is expected to beneficially own approximately    % of Broadmark Realty’s common stock. We also provided the Farallon entities with certain customary registration rights in connection with the PIPE investment.

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THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement. This summary and the descriptions of the Merger Agreement and the Business Combination included elsewhere in this joint proxy statement/prospectus are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus forms a part, and is incorporated by reference into this joint proxy statement/prospectus . This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety before making any decisions regarding the Merger Agreement and the Mergers.

Date of the Merger Agreement

The Merger Agreement, referred to herein as the “Merger Agreement,” was executed by the Companies, the Management Companies, Broadmark Realty, Merger Sub I, Merger Sub II, and Trinity on August 9, 2019.

Structure of the Business Combination

Under the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, or the “DGCL,” Merger Sub I will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to herein as the “Trinity Merger.”

Immediately following the Trinity Merger, in accordance with the General Limited Liability Company Act of the State of Delaware, or the “DLLCA,” and the Washington Limited Liability Company Act, or the “WLLCA,” each of the Companies will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of such Merger, referred to herein as the “Company Merger.”

Immediately following the Company Merger, in accordance with the DLLCA and the WLLCA, each of the Management Companies will merge with and into Trinity, with Trinity being the surviving entity of such Merger, referred to herein as the “Management Company Merger” and, together with the Trinity Merger and the Company Merger, the “Mergers.”

As a result of the Mergers, Broadmark Realty will succeed to and assume all of the rights and obligations of each of Trinity, the Companies and the Management Companies.

Closing and Effective Time of the Business Combination

Unless the parties otherwise agree in writing, the closing of the Mergers will take place three business days following the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied or waived at the closing).

Upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, each Merger will become effective at the time the applicable certificate of merger is accepted for record by the Secretary of State of the State of Delaware and the Secretary of State of the State of Washington, as applicable, or at such later date and time as is agreed to in writing by the parties and specified in the applicable certificate of merger.

Consideration to Be Received in the Business Combination

Trinity Stockholders and Warrant Holders

Pursuant to the Merger Agreement, in the Trinity Merger, each share of Trinity Class A common stock and Trinity Class B common stock, referred to herein collectively as the “Trinity common stock,” issued and outstanding immediately prior to the effective time of the Trinity Merger (other than certain shares surrendered by the Trinity Sponsor (as described below) and shares redeemed pursuant to Trinity’s amended and restated certificate of incorporation) will be cancelled and retired and automatically converted into the right to receive one share of Broadmark Realty common stock. At the effective time of the Trinity Merger, the Trinity Sponsor will surrender and transfer to Broadmark Realty, for no consideration, 3,801,360 shares of Trinity Class B common stock pursuant to and in accordance with the terms of the Sponsor Agreement.

Additionally, pursuant to the Merger Agreement, each warrant of Trinity outstanding immediately prior to the effective time of the Trinity Merger will be modified to provide that such warrant will no longer entitle the holder to purchase the number of shares of Trinity common stock set forth therein and instead will entitle the holder to acquire an equal number of shares of Broadmark Realty common stock.

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Company Members

In the Company Merger, each preferred unit of each Company issued and outstanding immediately prior to the effective time of the Company Merger (other than dissenting units) will be cancelled and retired and automatically converted into the right to receive a number of shares of Broadmark Realty common stock equal to (i) the members' equity in a Company attributable to all preferred unit holders in such Company, net of REIT loan loss reserves, referred to herein as the “Company Preferred AUM,” divided by (ii) the number of preferred units of such Company outstanding immediately prior to the effective time of the Company Merger, and divided by (iii) the “Reference Price,” which is the value of the funds held in the Trust Account (net of income and franchise taxes payable as a result of any interest income earned in the Trust Account) as of the close of business on the business day immediately preceding the closing, divided by the number of outstanding shares of Trinity Class A common stock as of the close of business on the business day immediately preceding the closing, subject to certain exceptions and adjustments.

For example, as of June 30, 2019, one preferred unit of each of the Companies listed below would convert into shares of Broadmark Realty common stock as follows:

Company	Company Preferred AUM		Company Preferred AUM per preferred unit1		Broadmark Realty common stock per preferred unit2
PBRELF I	$	398,436,558	$	99.56		9.5091
BRELF II		442,814,051	$	99.99		9.5501
BRELF III		18,857,193	$	100.00		9.5511
BRELF IV		2,429,804	$	100.00		9.5511

1. For each Company, the Company Preferred AUM per preferred unit is the Company Preferred AUM divided by the number of outstanding preferred units for such Company. As of June 30, 2019, the outstanding preferred units for each Company were as follows:

PBRELF I	4,001,862
BRELF II	4,428,574
BRELF III	188,572
BRELF IV	24,298

2. For each Company, the Broadmark Realty common stock per preferred unit is equal to the Company Preferred AUM per preferred unit divided by the Reference Price, which is estimated to be $10.47 at the closing of the Business Combination.

Additionally, in the Company Merger, each common unit of each Company issued and outstanding immediately prior to the effective time of the Company Merger will be cancelled and retired and automatically converted into the right to receive a number of shares of Broadmark Realty common stock equal to (i) $64,338,000, (ii) divided by the Reference Price, and (iii) after payment of certain fees and expenses related to the termination of certain referral agreements, allocated among the Companies and the Company common units, subject to certain exceptions and adjustments.

Management Company Members

In the Management Company Merger, each unit of each Management Company issued and outstanding immediately prior to the effective time of the Management Company Merger will be cancelled and retired and automatically converted into the right to receive an amount in cash equal to (i) $98,162,000 less (ii) the amount of Company Transaction Expenses that are unpaid as of the closing of the Business Combination and the Reimbursed Transaction Expenses, in each case only to the extent they are, in the aggregate, in excess of the Company Transaction Expense Cap, plus (iii) the Reimbursed Transaction Expenses, less (iv) any outstanding indebtedness of the Company Group on the day immediately preceding the closing of the Business Combination (other than any unpaid bonuses, change of control payments, severance and obligations for deferred compensation, together with the employer's portion of any employment taxes associated with such payments). The Management Company Consideration, after payment of certain fees and expenses related to the termination of certain referral agreements, will then be allocated among each Management Company and each holder of Management Company units.

Exchange of Certificates; Delivery of Consideration

Broadmark Realty will deposit or cause to be deposited with a United States bank or trust company that is reasonably acceptable to the Company Group for the benefit of holders of shares of Trinity common stock, Company units and Management Company units, (i) evidence of Broadmark Realty common stock in book-entry form equal

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to the aggregate number of shares of Broadmark Realty common stock to be issued in the Mergers, and (ii) cash equal to $98,162,000 (as adjusted for certain transaction expenses and indebtedness).

As promptly as reasonably practicable following the effective time of the Mergers, Broadmark Realty will mail or cause to be mailed to each holder of record of Company units and Management Company units, a letter of transmittal containing instructions for effecting the exchange of such units for the applicable Merger consideration to be received by such holder in the Mergers.

No fractional shares of Broadmark Realty common stock will be issued in the Mergers. Each holder of Company or Management Company units who would otherwise be entitled to a fraction of a share of Broadmark Realty common stock, after aggregating all fractional shares of Broadmark Realty common stock to which such holder is entitled, will instead receive the number of shares of Broadmark Realty common stock issued to such holder rounded up in the aggregate to the nearest whole share of Broadmark Realty common stock.

The stock transfer books of Trinity, the Companies and the Management Companies will be closed at the applicable merger effective time. After the applicable merger effective time, there will be no further registration of transfers of Trinity common stock, Company units or Management Company units, and holders of Trinity common stock, Company units and Management Company units will have no rights with respect to such shares or units, as applicable, except as otherwise provided in the Merger Agreement or by applicable law.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the Companies and the Management Companies, on the one hand, and Trinity and Broadmark Realty, on the other hand, relating to their respective businesses and, in the case of Trinity, its public filings. The representations and warranties described below and included in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and as of specific dates, may be subject to a contractual standard of materiality different from what you might view as material, and may be subject to limitations agreed upon by the parties to the Merger Agreement. In addition, the representations and warranties of the Companies and the Management Companies have been qualified by information that the Companies and the Management Companies set forth in disclosure schedules provided in connection with the Merger Agreement; the information contained in these disclosure schedules modifies, qualifies and creates exceptions to the representations and warranties in the Merger Agreement and is subject to the materiality and material adverse effect standards described in the Merger Agreement.

The Companies and the Management Companies have made representations and warranties about themselves and their subsidiaries to Trinity and Broadmark Realty regarding the following:

• Standing; Qualification and Power;

• Capitalization;

• Authority; Execution and Delivery; Enforceability;

• No Conflict; Consents;

• Financial Statements;

• Absence of Certain Changes;

• Compliance with Law; Permits;

• Litigation;

• No Undisclosed Liabilities;

• Taxes;

• Benefit Plans; Employees;

• Labor and Employment Matters;

• Intellectual Property;

• Properties;

• Material Contracts;

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• Brokers’ and Finders’ Fees;

• Company Information;

• Environmental Matters;

• Insurance;

• Interested Party Transactions;

• Investment Company Act;

• Vote Required;

• Foreign Corrupt Practices Act and Certain Payments; and

• Mortgages.

Trinity and Broadmark Realty have made representations and warranties about themselves and their subsidiaries to the Companies and the Management Companies regarding the following:

• Standing; Qualification and Power;

• Capitalization;

• Authority; Execution and Delivery; Enforceability;

• No Conflict; Consents;

• Business Activities;

• Litigation;

• Trinity SEC Reports; Financial Statements;

• Information Supplied;

• Nasdaq Stock Market Quotation;

• Board of directors Approval; Stockholder Vote;

• Investment Company Act;

• Trust Account; Financial Ability;

• Title to Assets;

• Trinity’s Business Investigation; Disclaimer Regarding Projections;

• Solvency;

• Brokers’ and Finders Fees;

• Taxes;

• PIPE Investments; and

• Related Person Transactions.

Definition of “Material Adverse Effect”

The Companies, Management Companies, Trinity and Broadmark Realty have qualified certain of the representations and warranties in the Merger Agreement by a materiality or “material adverse effect” standard. The Merger Agreement defines a “material adverse effect” with regard to the Company Group, Trinity or Broadmark Realty, as applicable, as any event, change, development or effect that, individually or in the aggregate, (i) has, or would reasonably be expected to have, a material adverse effect upon the assets, liabilities, condition (financial or otherwise), the business or results of operations of the applicable party, taken as a whole, or (ii) materially impairs the ability of the applicable party to consummate, or prevents or materially delays, the transactions contemplated under the Merger Agreement or would reasonably be expected to do so, other than impacts related to (with respect to clause (i)) the following, which will not be taken into account in determining whether a material adverse effect has occurred:

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• any national, international or any foreign or domestic regional economic, financial, social or political conditions (including changes therein);

• changes in any financial, debt, credit, capital or banking markets or conditions (including any disruption thereof);

• changes in interest, currency or exchange rates or the price of any commodity, security or market index;

• changes in legal or regulatory conditions, including changes or proposed changes in law, GAAP or other accounting principles or requirements, or standards, interpretations or enforcement thereof, in each case first announced or proposed after the date of the Merger Agreement;

• changes that are generally applicable to the industries of or markets in which the applicable party operates;

• any change in the market price or trading volume of the Class A common stock or warrants of Trinity (however, the underlying causes of such change may be taken into account in determining whether a material adverse effect has occurred);

• any failure, in and of itself, of the applicable party to meet any internal or public projections, forecasts, budgets or estimates of or relating to the applicable party for any period, including with respect to revenue, earnings, cash flow or cash position (however, the underlying causes of such decline or failure may be taken into account in determining whether a material adverse effect has occurred);

• the occurrence, escalation, outbreak or worsening of any hostilities, war, police action, acts of terrorism or military conflicts, whether or not pursuant to the declaration of an emergency or war;

• the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters or any national, international or regional calamity;

• any action of a party carried out at the express written request of the other party; and

• the announcement of the transactions contemplated by the Merger Agreement.

Conduct of Business Pending the Business Combination

Company Group

The Company Group has agreed to certain restrictions on the conduct of its business between the date of the Merger Agreement and the earlier of the closing or the termination of the Merger Agreement. Except as expressly contemplated by the Merger Agreement or as required by applicable law, or with the written consent of Trinity, the Company Group has agreed to (i) conduct its business in the ordinary course of business and (ii) use its commercially reasonable efforts to preserve intact the business of the Company Group (including the underwriting, making and servicing of mortgage loans, with certain exceptions).

Additionally, the Company Group has agreed not to take the following material actions between the date of the Merger Agreement and the earlier of the closing or the termination of the Merger Agreement, except as expressly contemplated by the Merger Agreement, consented to in writing by Trinity or required by applicable law:

• transfer, issue, sell or dispose of any units or equity interests of any Company or Management Company, grant options, restricted stock units, performance stock awards, stock appreciation rights, phantom interests, other equity-based awards, warrants, calls or other rights to purchase or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any units or other equity interests of any Company or Management Company, except for (i) repurchases or redemptions of any units of any Company in connection with the exercise by a member of any Company of such member’s quarterly redemption rights in accordance with the relevant Company’s organizational documents and (ii) issuances of units of any Company in the ordinary course of business prior to the date of filing of this joint proxy statement/prospectus;

• effect any recapitalization, reclassification, split, unit combination or like change in the capitalization in any of the Companies;

• make, set aside, declare or pay any dividend or distribution payable in cash, units, property or otherwise with respect to any units or equity interests of any Company or Management Company except for (i) the declaration and payment by any Company or Management Company of their regular monthly cash

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dividends to holders of any units of the Company or Management Company, respectively, (ii) the declaration and payment of other cash dividends as may be needed to maintain a Company’s REIT status, as reasonably determined by such Company, for the period ending on the closing, and (iii) the distribution of common units of any Company held by the respective Management Company to the holders of the units of the respective Management Company;

• file any U.S. federal income tax return of a Company other than on IRS Form 1120-REIT (except for the U.S. federal income tax return of BRELF III for its taxable year ending December 31, 2018, which will be filed on IRS Form 1120) and otherwise in a manner consistent with past practice; make, change or revoke any material tax election (except as expressly contemplated in the Merger Agreement); liquidate or change the income tax classification of any member of the Company Group for U.S. federal income tax purposes; enter into any material tax allocation agreement, tax sharing agreement or tax indemnity agreement, other than commercial contracts entered into in the ordinary course of business a primary purpose of which is not related to taxes, adopt or change any tax accounting period; amend any U.S. federal income tax return of a Company; settle or compromise any material liability for taxes or any tax audit or other proceeding relating to a material amount of taxes; enter into any closing or similar agreement with any tax authority; surrender any right to claim a material refund of taxes; apply for or enter into any ruling from any tax authority with respect to taxes; or, except in the ordinary course of business, agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes;

• take any action, or fail to take any action, which action or failure to act would reasonably be expected to cause PBRELF I or BRELF II to fail to maintain qualification as a REIT;

• take any action, or fail to take any action, which action or failure to act would prevent BRELF III or BRELF IV from being able to validly elect to be taxed as a REIT effective as of its respective taxable year ending as of the date of closing;

• redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respects the terms of any indebtedness or any derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements), or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities, except for (i) any indebtedness among the members of the Company Group, (ii) transactions under master repurchase agreements entered into in the ordinary course of business and consistent with past practice, and (iii) mortgages;

• acquire (including by merger, consolidation or acquisition of stock or assets) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of, any assets or equity interests in any person or any business or division thereof, or otherwise engage in any mergers, consolidations, acquisitions or business combinations on behalf of the members of the Company Group, except for transactions between any Company and the Management Company for such Company;

• amend the certificate of formation or operating agreement (or other comparable governing documents) of any member of the Company Group;

• grant any material encumbrance on any material property or material assets (whether tangible or intangible) of any member of the Company Group, other than encumbrances allowed in accordance with the terms of the Merger Agreement;

• (i) adopt, enter into, terminate or amend any benefit plan other than as required by applicable law or pursuant to the terms of any benefit plan in effect as of the date of the Merger Agreement, (ii) recognize any union or employee representative for purposes of collective bargaining or negotiate or enter into any collective bargaining agreement, works council agreement, labor union contract, trade union agreement or other similar contract or understanding with any union, works council, trade union or other labor organization other than as required by applicable law, (iii) waive any restrictive covenant obligation of any director, officer, service provider or employee of any member of the Company Group, (iv) pay or agree to pay to any current or former director, officer or employee, consultant, agent or individual service provider,

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whether past or present, any pension, retirement allowance or other employee benefit not required by any existing benefit plan (or any arrangement that would be a benefit plan if in effect as of the date hereof), or (v) take any action to accelerate the vesting, funding or payment of any compensation or benefits under any benefit plans;

• (i) grant any material increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of any member of the Company Group as of the date of the Merger Agreement, other than salary increases in the ordinary course of business that do not exceed 5% of such employee’s annual salary, (ii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any current or former director, officer, employee or consultant, or terminate any current or former director, officer, employee or consultant provider, in each case whose compensation would exceed, on an annualized basis, $150,000 or (iii) accelerate or commit to accelerate the funding, payment or vesting of any compensation or benefits to any current or former director, officer, employee or consultant;

• except as required by changes in GAAP, change any method of accounting in any manner that would have a material impact on any member of the Company Group;

• transfer, sell, lease or license to a third person, abandon, permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to transfer, sell, lease or license to a third person, abandon, permit to lapse or expire, dedicate to public, or otherwise dispose of, any portion of the property or assets of any member of the Company Group, other than any sale, lease or disposition in the ordinary course of business or that does not exceed $100,000 individually or $1,000,000 in the aggregate;

• enter into any joint venture with a third party;

• enter into any contract with any related party of any member of the Company Group;

• authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

• waive, release, assign, settle or compromise any action pending or threatened against any member of the Company Group other than in the case of actions or claims either (i)(1)(x) resulting in payments to a member of the Company Group or (y) by a member of the Company Group, in which case such payment by the member of the Company Group is not greater than $200,000 individually (including any single or aggregated claims arising out of the same or similar facts, events or circumstances) or $1,000,000 in the aggregate (determined in each case net of insurance proceeds), and (2) that would not prohibit or materially restrict any member of the Company Group from operating its business substantially as currently conducted or anticipated to be conducted, except in the ordinary course of business, or (ii) if the loss resulting from such waiver, release, assignment, settlement or compromise is reimbursed or shall be reimbursed to any member of the Company Group by an insurance policy or pursuant to any other kind of contractual indemnification set forth in any other contract, in each case without the imposition of equitable relief on, or the admission of wrongdoing by any member of the Company Group;

• other than mortgages made, serviced or administered in the ordinary course of business, enter into, amend, waive, modify or terminate (other than for cause or breach by the other party) any material contract or permit, or amend, waive, modify or consent to the termination of any material rights of any member of the Company Group thereunder;

• make or enter into any contract to make any capital expenditures, other than capital expenditures by the Management Companies and the Companies that are less than $200,000 in the aggregate;

• manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) except in the ordinary course of business consistent with past practices; or

• authorize, or commit or agree to take, any of the foregoing actions.

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Trinity

Trinity has agreed to certain restrictions on the conduct of its business between the date of the Merger Agreement and the earlier of the closing or the termination of the Merger Agreement. Except as expressly contemplated by the Merger Agreement, consented to in writing by the Companies (such consent not to be unreasonably withheld, conditioned or delayed) or required by applicable law, Trinity has agreed that it will not take any of the following actions:

• fail to duly and timely file all material reports and other material documents required to be filed with Nasdaq, the SEC or any governmental authority, subject to extensions permitted by law or applicable rules and regulations;

• form any subsidiary;

• issue any shares of capital stock or other equity interests or grant options, restricted stock units, performance stock awards, stock appreciation rights, phantom interests, other equity based awards, warrants, calls or other rights to purchase or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of the capital stock or other equity interests of Trinity, other than the PIPE Investments and the transactions contemplated under the Sponsor Agreement (including the waiver of the Class B share conversion rights);

• effect any recapitalization, reclassification, stock split, stock combination or like change in the capitalization of Trinity or any subsidiary, other than as required pursuant to the Sponsor Agreement;

• make, set aside, declare or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to any of its capital stock;

• amend Trinity’s organizational documents;

• except as required by changes in GAAP, change any of its methods of accounting in any manner;

• make, change or revoke any material tax election; change any annual tax accounting period; enter into any material tax allocation agreement, tax sharing agreement or tax indemnity agreement, other than commercial contracts entered into in the ordinary course of business a primary purpose of which is not related to taxes; enter into any material closing agreement with respect to any tax; settle or compromise any claim, notice, audit report or assessment in respect of material taxes; apply for or enter into any material ruling from any tax authority with respect to taxes; surrender any right to claim a material tax refund; or, except in the ordinary course of business, consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment;

• adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than the mergers contemplated in the Merger Agreement;

• except for the Merger Agreement, the documents related to the Merger Agreement and any amendments thereto, enter into any business combination or propose to enter into any business combination, in each case that would reasonably be expected to hinder or materially delay the transactions contemplated by the Merger Agreement; or

• authorize, or commit or agree to take, any of the foregoing actions.

Exclusivity

From the date of the Merger Agreement until the earlier of the closing or the termination of the Merger Agreement, the Companies and the Management Companies have agreed not to, and to cause their respective affiliates and representatives not to, directly or indirectly, (i) enter into, solicit, initiate or participate in any discussions or negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or group, concerning any sale of any material assets of a member of the Company Group or any of the outstanding Company units, Management Company units or any conversion, consolidation, liquidation, dissolution or similar transaction involving a member of the Company Group other than with Trinity and its representatives (an “alternative transaction”), (ii) enter into any agreement regarding or furnish to any person any information with respect to any alternative transaction, or (iii) commence, continue or renew any due diligence investigation regarding any alternative transaction. Further, the Companies and the Management Companies have agreed to, and to cause their respective affiliates and representatives to, immediately cease any and all existing

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discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to any alternative transaction. If any member of the Company Group or any of their respective affiliates or representatives receives any inquiry or proposal with respect to an alternative transaction at any time prior to the closing, then the Companies will promptly (and in no event later than twenty-four hours after receipt of such inquiry or proposal) notify such person in writing that the Company Group is subject to an exclusivity agreement with respect to the sale of the Company Group that prohibits them from considering such inquiry or proposal.

Additionally, from the date of the Merger Agreement and ending on the earlier of the closing or the termination of the Merger Agreement, Trinity has agreed not to, and to cause its affiliates and their respective representatives not to, directly or indirectly, (i) enter into, solicit, initiate or participate in any discussions or negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or group, concerning any business combination proposal, (ii) enter into any agreement regarding or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any business combination proposal or (iii) commence, continue or renew any due diligence investigation regarding any business combination proposal. Trinity has agreed to, and to cause each of its affiliates and their respective representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to any business combination proposal. If Trinity, its affiliates or any of their respective representatives receives any bona fide inquiry or proposal with respect to a business combination proposal at any time after the date of the Merger Agreement and prior to the closing, then Trinity will promptly (and in no event later than twenty-four hours after Trinity becomes aware of such inquiry or proposal) (i) advise the Companies in writing of such inquiry or proposal and (ii) provide the Companies a copy of such inquiry or proposal, if in writing, or a summary of the material terms, if such inquiry or proposal is not in writing.

For purposes of the Merger Agreement, a “business combination proposal” means an offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding), relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses other than with respect to the Company Group.

Conditions to Complete the Business Combination

The respective obligations of the parties to consummate the transactions contemplated by the Merger Agreement, referred to herein as the “Transactions,” are conditioned upon:

• no law or injunction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect;

• Trinity and each of the Companies, respectively, having received the affirmative vote of the holders of the requisite number of shares of Trinity common stock, in the case of Trinity, or the affirmative vote of a majority of the members of each Company, in the case of the Companies, necessary to approve the Merger Agreement and the Transactions, and, in the case of Trinity, the Incentive Plan;

• Trinity having provided the holders of its Class A common stock the opportunity to elect to have their Class A common stock redeemed for the consideration, and on the terms and subject to the terms and limitations, set forth in the Trinity organizational documents, the Trinity trust agreement and this joint proxy statement/prospectus;

• Trinity having at least $5,000,001 of net tangible assets following the exercise by the holders of Trinity’s Class A common stock of their right to convert their Class A common stock held by them in accordance with Trinity’s organizational documents;

• Trinity having received the affirmative vote of the holders of the requisite number of Trinity warrants necessary to amend the warrant agreements with respect to the Trinity warrants to remove certain anti-dilution provisions contained therein;

• Broadmark Realty and Trinity have no less than $100,000,000 of cash after giving effect to the PIPE Investment, the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed pursuant to Trinity’s amended and restated certificate of incorporation and payment of the Management Companies consideration and Company Group’s and Trinity’s transaction expenses and any indebtedness;

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• the PIPE Investment having been consummated immediately prior to the effective time of the Management Company Merger;

• the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part having become effective and no stop order suspecting the effectiveness of such registration statement shall be in effect and no proceedings for that purpose shall have been initiated or threatened;

• the Broadmark Realty common stock to be issued in connection with the Mergers having been approved for listing on the NYSE, subject to official notice of issuance and the requirement to have a sufficient number of round lot holders; provided that if such securities are not listed on the NYSE, Broadmark Realty common stock is required to be listed on Nasdaq;

• Trinity having received, and the Companies having received a copy of, a written opinion of Gibson Dunn to the effect that the Company Merger, the Trinity Merger and the PIPE Investment should be considered part of an overall plan in which the Trinity stockholders holding Trinity Class A common stock exchange their shares of Trinity Class A common stock for Broadmark Realty common stock in an exchange described in Section 351 of the Code; and

• Broadmark Realty having received a written opinion of Gibson Dunn to the effect that, commencing with the beginning of Broadmark Realty’s taxable year ending December 31, 2019 and through the closing date of the Mergers, Broadmark Realty has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under Sections 856 through 860 of the Code and its current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its initial taxable year and subsequent taxable years.

Trinity

The obligations of Trinity to consummate the Transactions are conditioned upon:

• the accuracy of the representations and warranties of the Companies and the Management Companies (subject to certain bring-down standards);

• the Companies and the Management Companies having performed or complied in all material respects with all obligations and covenants required to be performed or complied with by the Companies and the Management Companies prior to or at the time of closing;

• no material adverse effect having occurred, or any event, circumstance, change, development or effect having occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a material adverse effect;

• receipt of a closing statement from the Companies;

• no Company having redeemed units representing more than twenty-five percent of such Company’s total assets, calculated on a rolling twelve-month basis, and each Company’s total members’ equity attributable to the holders of the preferred units of such Company, in aggregate, determined as of the close of business on the business day immediately preceding the closing, being not less than $800,000,000;

• delivery of a certificate certifying as to the Companies’ compliance with certain conditions set forth in the Merger Agreement;

• delivery of a certificate certifying as to the Management Companies’ compliance with certain conditions set forth in the Merger Agreement;

• Broadmark Realty receiving written opinions of Bryan Cave regarding each Company’s qualification and taxation as a REIT under the Code; and

• Broadmark Realty receiving a written opinion of Bryan Cave to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.

Company Group

The obligations of the Company Group to consummate the Mergers and the other transactions contemplated by the Merger Agreement are subject to the satisfaction (or written waiver by Trinity, in whole or in part, to the extent such conditions can be waived) at or prior to the closing, of certain conditions, including:

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• the accuracy of the representations and warranties of Trinity and Broadmark Realty (subject to certain bring-down standards);

• Trinity and Broadmark Realty shall have performed or complied in all material respects with all obligations and covenants required to be performed or complied with by Trinity and Broadmark Realty prior to or at the time of closing;

• the transactions contemplated by the Sponsor Agreement shall have been consummated;

• receipt of a closing statement from Trinity; and

• delivery of a certificate certifying as to Trinity’s and Broadmark Realty’s compliance with certain conditions set forth in the Merger Agreement.

Termination of the Business Combination

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under the following circumstances:

• by mutual written consent of the Companies and Trinity;

• by either the Companies or Trinity, if:

• the 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 restated certificate of incorporation of Trinity to extend the date by which Trinity must complete its initial business combination to a date that is after November 17, 2019, then the outside date shall be the earlier of such new date and December 31, 2019;

• there is in effect a final non-appealable law or injunction preventing the consummation of the Transactions;

• if a special meeting of Trinity stockholders called for the purpose of obtaining the approval of the Merger Agreement and the Transactions, and the Incentive Plan has been held and Trinity does not receive the vote necessary to approve the Merger Agreement and the Transactions, and the Incentive Plan; or

• if a meeting of the members of the Companies and the Management Companies called for the purpose of obtaining the approval of the Merger Agreement and the Transactions has been held and the Companies do not receive the vote necessary to approve the Merger Agreement and the Transactions;

• by Trinity, upon written notice to the Companies, if any member of the Company Group breaches or fails to perform in any material respect any of their representations, warranties or covenants set forth in the Merger Agreement and such breach or failure to perform (i) would give rise to the failure of certain closing conditions set forth in the Merger Agreement, (ii) cannot be or has not been cured within thirty days following delivery by Trinity of written notice to the Companies (or such lesser period remaining prior to the date that is one day prior to November 17, 2019) of such breach or failure to perform, and (iii) has not been waived by Trinity; and

• by the Companies, upon written notice to Trinity, if Trinity breaches or fails to perform in any material respect any of its representations, warranties or covenants set forth in the Merger Agreement and such breach or failure to perform (i) would give rise to the failure of certain closing conditions set forth in the Merger Agreement, (ii) cannot be or has not been cured within thirty days following delivery by the Companies of written notice to Trinity (or such lesser period remaining prior to the date that is one day prior to November 17, 2019) of such breach or failure to perform, and (iii) has not been waived by the Companies.

Effect of Termination

In the event of proper termination by either the Companies or Trinity, the Merger Agreement will become null and void and of no further force and effect, except that certain provisions of the Merger Agreement, including provisions related to the effect of termination, representations by the Companies, Management Companies and Trinity as to certain brokerage agreements, confidentiality, expenses, publicity, exclusivity, claims against the Trust

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Account and indemnification, will survive termination. No termination will release any party from liability for any fraud by such party of the terms and provisions of the Merger Agreement prior to termination.

Indemnification

Subject to certain limitations contained in the Merger Agreement, each of the members of the Management Companies has agreed to indemnify, severally but not jointly, Broadmark Realty for any losses resulting from, arising out of, or incurred by Broadmark Realty in connection with a breach of the fundamental representations and warranties of the Companies and the Management Companies for a period of two years following the closing. The fundamental representations and warranties of the Companies and the Management Companies include representations and warranties as to standing, qualification and power, capitalization, authority, execution and delivery, enforceability, compliance with law, taxes and brokers.

Subject to certain limitations contained in the Merger Agreement, Broadmark Realty has agreed to indemnify each of the members of the Management Companies for any losses resulting from, arising out of, or incurred by each of the members of the Management Companies in connection with a breach of the fundamental representation of Broadmark Realty or Trinity for a period of two years following the closing. The fundamental representations and warranties of Broadmark Realty and Trinity include representations and warranties as to standing, qualification and power, capitalization, authority, execution and delivery, enforceability and brokers.

The indemnification obligations of the members of the Management Companies, on the one hand, and Broadmark Realty, on the other hand, set forth above are each subject to a $5,000,000 deductible. Indemnified losses are recoverable only to the extent such indemnified losses exceed the deductible and are subject to an overall indemnification cap of $22,000,000 for each indemnifying party. In the event the closing occurs, the indemnification obligations set forth in the Merger Agreement are the Company Group’s and Broadmark Realty’s sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with the Merger Agreement, except in the case of fraud.

Directors’ and Officers’ Indemnification and Insurance

The organizational documents of Broadmark Realty will contain provisions with respect to indemnification and exculpation of, and advancement of funds to, each of the current or former directors, managers, officers and employees of any member of the Company Group or Trinity that are no less favorable than the provisions set forth in the Companies’, Management Companies’ and Trinity’s organizational documents as of the date of the Merger Agreement. The indemnification, exculpation and advancement provisions in Broadmark Realty’s organizational documents may not be amended, repealed or otherwise modified after the closing in any manner that would adversely affect the rights of any current or former directors, managers, officers or employees thereunder except as required by law.

The Merger Agreement provides that, for a period of six years following the closing, Broadmark Realty will, to the fullest extent permitted by law, indemnify any past and present officers and directors, managers, officers and employees of the Company Group and Trinity against any and all claims arising out of the fact that such person is or was a director, officer, manager, member, trustee or fiduciary of the Company Group or Trinity before the closing. The Companies and the Management Companies will purchase and have in place at the closing a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those persons who are covered by the directors’ and officers’ liability insurance policies maintained by the Companies and the Management Companies prior to the closing. The terms of such policy will be no less favorable than those policies in effect prior to the closing and will remain in effect for six years following the closing.

Amendment; Waiver

The Merger Agreement may be amended by the parties to the Merger Agreement at any time before the closing by the written agreement of each party to the Merger Agreement.

No provision of the Merger Agreement may be waived unless such waiver is in writing and signed by the party or parties against whom such waiver is to be effective. No failure or delay of any party in exercising any right or remedy under the Merger Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

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Governing Law; Submission to Jurisdiction; No Jury Trial

The Merger Agreement is governed by the laws of the State of Delaware (without giving effect to any choice of law or conflict of laws rules or provisions, whether of the State of Delaware or any other jurisdiction). Any action arising out of or relating to the Merger Agreement will be brought and determined in the Court of Chancery of the State of Delaware. Each of the parties waived any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Merger Agreement.

Fees and Expenses

Except as otherwise provided in the Merger Agreement, each party will bear its own expenses incurred in connection with the Merger Agreement and the Transactions, whether or not the Transactions are consummated, including all fees of its legal counsel, financial advisers and accountants.

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

Sponsor Agreement

On the date of the Merger Agreement, the Trinity Sponsor, Trinity, Broadmark Realty, the Companies and the Management Companies entered into an agreement referred to herein as the “Sponsor Agreement,” pursuant to which the Trinity Sponsor will (i) surrender and transfer to Trinity, for no consideration, 3,801,360 shares of Trinity Class B common stock pursuant to and in accordance with the terms of the Sponsor Agreement, (ii) surrender to Trinity, for no consideration and as a contribution to the capital of Trinity, 7,163,324 private placement warrants, and (iii) waive the conversion rights set forth in Section 4.3 of Trinity’s amended and restated certificate of incorporation that may result from the PIPE Investment and/or the Transactions.

Support Agreements

On the date of the Merger Agreement, members of each of the Management Companies representing the affirmative vote of the outstanding units of each applicable Management Company entered into a support agreement in which such members agreed to deliver written consent actions voting all of their units of such Management Company in favor of the Transactions. Additionally, such members have agreed to waive any rights of appraisal such members may have under applicable law and not to take certain actions, including not to (i) transfer any of their units of the Management Companies (or enter into any arrangement with respect thereto), (ii) enter into any voting arrangement that is inconsistent with the support agreement, or (iii) make or participate in any solicitation regarding an alternative transaction other than with Trinity and its representatives.

Lock-Up Agreements

On the date of the Merger Agreement, certain members of the Management Companies, Trinity Sponsor, and certain insiders of Trinity, each entered into a lock-up agreement with B. Riley FBR, Inc., providing that each such holder, during the period commencing on the closing and continuing until the earlier of (i) one year after the closing, or (ii) subsequent to the closing, (x) if the last sale price of the Broadmark Realty common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty trading days within any thirty-trading day period commencing at least one hundred and fifty days after the closing, or (y) the date on which Broadmark Realty completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Broadmark Realty’s stockholders having the right to exchange their shares of Broadmark Realty common stock for cash, securities or other property, such holder will not sell, offer to sell, pledge or transfer any Broadmark Realty common stock held by such holder, subject to certain limited exceptions. Concurrently, Trinity Sponsor and those certain insiders of Trinity executing such lock-up agreements, will enter into a separate amendment to terminate that certain letter agreement entered into among Trinity insiders and Trinity and dated May 14, 2018, upon consummation of the Business Transaction. The lock-up agreements executed by the parties incorporate, on substantially similar terms, the lock-up terms and conditions found in the original letter agreement.

PIPE Investment

Concurrently with the execution of the Merger Agreement, Broadmark Realty entered into a subscription agreement with the Farallon entities, pursuant to which the Farallon entities have subscribed for, and Broadmark Realty agreed to issue and sell to the Farallon entities, $75.0 million of Broadmark Realty common stock immediately prior to the consummation of the Business Combination at a price per share equal to the Reference Price. The PIPE Investment is conditioned on the substantially concurrent closing of the Business Combination and other customary closing conditions. The proceeds from the PIPE Investment will be used to help fund the growth of lending operations of Broadmark Realty and to pay transaction expenses associated with the Business Combination. In addition, the Farallon entities will have an option to purchase up to $25.0 million of additional Broadmark Realty common stock, exercisable during the 365 day period following the consummation of the Business Combination. In connection with the PIPE Investment, Broadmark Realty will issue to the Farallon entities warrants in an amount equal to the number of shares of common stock purchased by the Farallon entities pursuant to its initial $75.0 million investment (such warrants to be on substantially the same terms as the warrants that will be held by holders of public warrants of Broadmark Realty upon consummation of the Business Combination). Farallon will receive a fee for each warrant equal to the cash payable per each Trinity public warrant in connection with the Warrant Amendment Proposal, but in no event less than $0.30 per warrant share. In addition, the Farallon entities are entitled to cash settle, in whole

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or in part, the exercise of their option to purchase up to an additional $25.0 million of additional Broadmark Realty common stock to the extent the delivery of the additional Broadmark Realty common stock to the Farallon entities would result, together with their affiliates and any other persons whose beneficial ownership of Broadmark Realty common stock would be aggregated with the Farallon entities or its affiliates for purpose of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficially owns in excess of 9.9% of the shares of Broadmark Realty common stock outstanding immediately after giving effect to such issuance of Broadmark Realty common stock. In such case, the Farallon entities would be entitled to receive, instead of shares of common stock, a cash payment equal to the “in the money” portion of the shares with respect to which the option is exercised, calculated as (A) the number of additional shares of Broadmark Realty common stock for which the Farallon entities elect to cash settle rather than physical delivery, multiplied by (B)(i) the per share volume-weighted average price of the Broadmark Realty common stock in regular trading hours on the national exchange on which the Broadmark Realty common stock is listed or admitted for trading, as reported for the period of ten consecutive trading days ending on the trading day prior to the date on which the written notice by Broadmark Realty with respect to the election to cash settle is received by Broadmark Realty, minus (ii) the purchase price per share under the warrants, which is equal to the Reference Price. For example, if the Farallon entities exercise in full their option to purchase up to an additional $25.0 million shares of Broadmark Realty common stock at a time when the Farallon entities beneficially own 9.9% of Broadmark Realty’s common stock prior to giving effect to the exercise of the option, the Farallon entities would be entitled to cash settle the entire $25.0 million option exercise purchase amount. Assuming a purchase price of $10.47 per share (the assumed reference price with respect to the Business Combination), the Farallon entities would be entitled to purchase approximately 2.39 million shares upon the exercise of the option. If the per share market value of Broadmark Realty’s common stock at the time the option is exercised is $12.00 per share (determined in accordance with the subscription agreement relating to the PIPE Investment), then Broadmark Realty would be required to make a payment of approximately $3.65 million (or $1.53 per share, representing the difference between $12.00 and $10.47) to the Farallon entities in connection with the option exercise, instead of issuing shares of Broadmark Realty common stock to the Farallon entities. Upon completion of the Business Combination, Farallon is expected to beneficially own approximately    % of Broadmark Realty’s common stock. We also provided the Farallon entities with certain customary registration rights in connection with the PIPE Investment.

Employment Agreements

The executive officers of the Company Group have entered into employment agreements with Broadmark Realty, which become effective upon the completion of the Business Combination. For a description of these agreements see “Management Following the Business Combination—Director and Officer Compensation.”

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE COMPANY MERGER

The following is a discussion of certain material U.S. federal income tax consequences of the Company Merger to holders of units of a Company. This discussion is based on applicable provisions of the Code, administrative pronouncements, judicial decisions and final, temporary, and proposed Treasury regulations, all of which are subject to change (possibly with retroactive effect) or to different interpretations. This discussion assumes that the Company Merger will be completed in accordance with the Merger Agreement and as further described in this joint proxy statement/prospectus. This discussion does not address the U.S. federal income tax consequences of the Company Merger to holders of units of a Company who exercise their dissenters’ rights with respect to the Company Merger. This discussion also does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax.

This discussion assumes that holders of units of a Company currently hold such units as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and, except as otherwise discussed below, the special tax rules that may apply to certain types of investors, such as:

• banks or financial institutions;

• insurance companies;

• brokers, dealers or traders in securities, commodities or currencies;

• traders that elect to use a mark-to-market method of accounting;

• persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;

• U.S. Unitholders (as defined below) whose functional currency is not the U.S. dollar;

• U.S. expatriates or former long-term residents of the United States;

• partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities;

• S corporations;

• regulated investment companies;

• real estate investment trusts;

• “controlled foreign corporations”;

• “passive foreign investment companies”;

• corporations that accumulate earnings to avoid U.S. federal income tax;

• grantor trusts;

• holders who acquired their units of a Company through the exercise of employee stock options or otherwise as compensation;

• Non-U.S. Unitholders (as defined below); and

• tax-exempt entities.

As used herein, the term “U.S. Unitholder” means a beneficial owner of units of a Company that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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• a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if a valid election is in place to treat the trust as a United States person.

Conversely, a “non-U.S. Unitholder” is a beneficial owner of units of a Company who is, for U.S. federal income tax purposes, an individual, corporation, estate or trust and is not a U.S. Unitholder or a holder subject to special treatment under U.S. federal income tax law.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds units of a Company the tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Any partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) and the partners in such partnership (as determined for U.S. federal income tax purposes), should consult their own tax advisors.

No ruling has been or is expected to be requested from the IRS with respect to any matter described in this discussion. This discussion of material U.S. federal income tax consequences is not binding on the IRS. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any described herein.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. YOU SHOULD CONSULT YOUR OWN TAX ADVISER REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES AND THE CONSEQUENCES OF U.S. FEDERAL ESTATE OR GIFT TAX LAWS, STATE, LOCAL, AND NON-U.S. TAX LAWS, AND ANY APPLICABLE INCOME TAX TREATY.

Material U.S. Federal Income Tax Consequences of the Company Merger

Qualification of the Company Merger as a Reorganization

The parties intend for the Company Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Mergers that Broadmark Realty receives a written opinion of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, to the effect that the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications, and will be based on representations made by Broadmark Realty and the Companies regarding factual matters, and covenants undertaken by Broadmark Realty and the Companies. If any assumption or representation is inaccurate in any way, or any covenant is not complied with, the tax consequences of the merger could differ from those described in the tax opinion and in this discussion. The tax opinion will represent the legal judgment of counsel rendering the opinion and will not be binding on the IRS or the courts. No ruling from the IRS has been or is expected to be requested in connection with the Company Merger. There can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the conclusions set forth in the tax opinion or below. Accordingly, the tax opinion is not a guarantee of the legal outcome of the Company Merger or any tax benefits that may be derived from the Company Merger.

Consequences of the Company Merger to U.S. Unitholders of units of a Company

The following discussion summarizes the material U.S. federal income tax consequences of the Company Merger to U.S. Unitholders assuming the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

A U.S. Unitholder of units of a Company receiving solely shares of Broadmark Realty common stock for such units pursuant to the Company Merger will not recognize gain or loss for U.S. federal income tax purposes on the exchange of such units for shares of Broadmark Realty common stock.

The aggregate U.S. federal income tax basis of the shares of Broadmark Realty common stock received in the Company Merger will be equal to the aggregate adjusted U.S. federal income tax basis of such units surrendered therefor. If a U.S. Unitholder acquired different blocks of units of such Company at different times or different prices, Treasury Regulations provide guidance on how such holder may allocate its tax basis to the shares of Broadmark Realty common stock received in the Company Merger. U.S. Unitholders should consult their own tax advisors regarding the proper allocation of their basis among the shares of Broadmark Realty common stock received in the Company Merger under these Treasury Regulations.

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The holding period of the shares of Broadmark Realty common stock received will include the holding period of such units surrendered. U.S. Unitholders owning blocks of units of such Company acquired at different times or different prices should consult their own tax advisors with respect to identifying the holding periods of the particular shares of Broadmark Realty common stock received in the Company Merger.

Consequences of the Merger to Non-U.S. Unitholders of units of a Company

The following discussion summarizes the material U.S. federal income tax consequences of the Company Merger to non-U.S. Unitholders assuming the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

A non-U.S. Unitholder of units of a Company will not be subject to U.S. federal income taxation on any gain recognized from the receipt of the Company Merger consideration provided that its units of such Company do not constitute a “U.S. real property interest,” or “USRPI,” under the Foreign Investment in Real Property Tax Act of 1980, referred to herein as “FIRPTA.” A non-U.S. Unitholder's units of a Company will not constitute a USRPI, and gain recognized by a non-U.S. Unitholder will not be taxed under FIRPTA, if such Company is a “domestically controlled REIT.” A domestically controlled REIT is a REIT in which, at all times during a specified testing period, less than 50% in value of its stock or beneficial interests are held directly or indirectly by non-U.S. Unitholders. Each Company believes that it satisfies the definition of a domestically-controlled REIT, although no assurance can be given that each Company will be a domestically controlled REIT at the time of the Company Merger.

Certain Reporting Requirements

Under applicable Treasury Regulations, “significant holders” of units of a Company generally will be required to comply with certain reporting requirements. A U.S. Unitholder should be viewed as a “significant holder” if, immediately before the merger, such holder held 1% or more, by vote or value, of the total outstanding units of the applicable Company. Significant holders generally will be required to file a statement with the holder's U.S. federal income tax return for the taxable year that includes the Company Merger. That statement must set forth the holder's tax basis in, and the fair market value of, the units of the applicable Company surrendered pursuant to the Company Merger (both as determined immediately before the surrender of such units), the date of the Company Merger, and the name and employer identification number of Broadmark Realty and the applicable Company, and the holder will be required to retain permanent records of these facts. U.S. Unitholders should consult their own tax advisors as to whether they may be treated as a “significant holder.”

THE PRECEDING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE COMPANY MERGER. HOLDERS OF COMPANY UNITS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE COMPANY MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER APPLICABLE TAX LAWS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

REIT Qualification of the Companies and Broadmark Realty

Tax Opinions from Counsel Regarding REIT Qualification of the Companies and Broadmark Realty

It is a condition to the obligation of Broadmark Realty to complete the Mergers that Broadmark Realty receive a written opinion of Gibson, Dunn & Crutcher LLP, tax counsel to Broadmark Realty, to the effect that, commencing with Broadmark Realty’s tax year ending December 31, 2019, Broadmark Realty has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its current and proposed method of operation will enable it to continue to meet the requirements for qualification as a REIT. The opinion of Gibson, Dunn & Crutcher LLP will be subject to customary exceptions, assumptions and qualifications, and be based on representations made by Broadmark Realty regarding factual matters (including those contained in tax representation letters provided by Broadmark Realty) relating to the organization and operation of Broadmark Realty and its subsidiaries.

It is a condition to the obligation of Broadmark Realty to complete the Mergers that Broadmark Realty receive the written opinions of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, to the effect that, the Companies have been organized and have operated in conformity with the requirements for qualification and taxation

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as REITs under the Code during the applicable taxable periods. The opinion of Bryan Cave Leighton Paisner LLP will be subject to customary exceptions, assumptions and qualifications, and be based on representations made by the Companies regarding factual matters (including those contained in tax representation letters provided by the Companies), and covenants undertaken by the Companies, relating to the organization and operation of the Companies.

None of the opinions described above will be binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such position would not be sustained. Broadmark Realty intends to continue to operate in a manner to qualify as a REIT following the Mergers, but there is no guarantee that it will remain qualified as a REIT. Qualification and taxation as a REIT depends upon the ability of Broadmark Realty following the Mergers to meet, through actual annual (or, in some cases, quarterly) operating results, requirements relating to income, asset ownership, distribution levels and diversity of share ownership, and the various REIT qualification requirements imposed under the Code. Additionally, Broadmark Realty may fail to qualify as a REIT in the event Broadmark Realty were treated under applicable Treasury regulations as a successor to another REIT whose qualification as a REIT was previously terminated or revoked. If a Company failed to qualify as a REIT prior to the Mergers, it is possible that Broadmark Realty would be treated as a successor REIT under the foregoing rules and thus unable to qualify as a REIT. Given the complex nature of the REIT qualification requirements, the ongoing importance of factual determinations and the possibility of future changes in the circumstances of Broadmark Realty, there can be no assurance that the actual operating results of Broadmark Realty will satisfy the requirements for taxation as a REIT under the Code for any particular taxable year.

Tax Liabilities and Attributes Inherited from the Companies

Broadmark Realty will be subject to U.S. federal corporate income tax at the highest regular rate (currently 21%) on all or a portion of the gain recognized from the disposition of any asset acquired from BRELF III in the Company Merger occurring within the five-year period following BRELF III’s REIT conversion on January 1, 2019. Additionally, if a Company failed to qualify as a REIT for any of its taxable years for which the applicable period for assessment had not expired, such Company would be liable for (and Broadmark Realty would be obligated to pay) U.S. federal income tax on its taxable income for such years at regular corporate rates, and, assuming the merger qualified as a reorganization within the meaning of Section 368(a) of the Code, Broadmark Realty must distribute any earnings and profits of such Company by the close of the taxable year in which the Company Merger occurs and would be subject to tax on the built-in gain on each asset of such Company existing at the time of the Company Merger if Broadmark Realty were to dispose of any such asset in a taxable transaction during the five-year period following the Company Merger. Such tax would be imposed at the highest regular corporate rate in effect as of the date of the sale of such asset. Moreover, even if each Company qualified as a REIT at all relevant times, Broadmark Realty similarly would be liable for other unpaid taxes (if any) of each Company (such as the 100% tax on gains from any sales treated as “prohibited transactions”). Furthermore, after the Company Merger, the asset and gross income tests applicable to REITs will apply to all of the assets of Broadmark Realty, including the assets Broadmark Realty acquires from the Companies, and to all of the gross income of Broadmark Realty, including the income derived from the assets Broadmark Realty acquires from the Companies. As a result, the nature of the assets that Broadmark Realty acquires from the Companies and the gross income Broadmark Realty derives from such assets will be taken into account in determining the qualification of Broadmark Realty as a REIT.

Tax Liabilities and Attributes of Broadmark Realty

If Broadmark Realty failed to qualify as a REIT for any of its taxable years for which the applicable period for assessment has not expired, Broadmark Realty would be liable for and would be obligated to pay U.S. federal income tax on its taxable income at regular corporate rates. Furthermore, Broadmark Realty would not be able to re-elect REIT status until the fifth taxable year after the first taxable year in which such failure occurred.

Material U.S. Federal Income Tax Considerations Relating to Broadmark Realty’s Treatment as a REIT and to Holders of Shares of Broadmark Realty Common Stock

For a discussion of certain material U.S. federal income tax considerations related to the acquisition, holding and disposition of shares of Broadmark Realty common stock and to Broadmark Realty’s qualification and taxation as a REIT, see “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Considerations—Broadmark Realty.”

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF
TRINITY SECURITIES AND INVESTORS IN BROADMARK REALTY

The following is a discussion of certain material U.S. federal income tax consequences of the Business Combination to holders of Trinity units, shares of Trinity Class A common stock and Trinity public warrants, the acquisition, holding, and disposition of Broadmark Realty stock and public warrants, and Broadmark Realty’s qualification and taxation as a REIT. Because the components of each Trinity unit sold in Trinity’s initial public offering are separable at the option of the holder, the holder of a Trinity unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying share of Trinity Class A common stock and one redeemable Trinity public warrant. As a result, the discussion below with respect to actual holders of Trinity Class A common stock and public warrants should also apply to holders of Trinity units (as the deemed owners of the underlying Trinity Class A common stock and public warrants that comprise the units). This discussion assumes that holders currently hold Trinity securities and will hold Broadmark Realty’s securities as capital assets within the meaning of Section 1221 of the Code.

This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and except as otherwise discussed below, the special tax rules that may apply to certain types of investors, such as:

• banks or financial institutions;

• insurance companies;

• brokers, dealers or traders in securities, commodities or currencies;

• traders that elect to use a mark-to-market method of accounting;

• persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• U.S. expatriates or former long-term residents of the United States;

• partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities;

• S corporations;

• regulated investment companies;

• real estate investment trusts;

• grantor trusts;

• persons whose shares of Trinity Class A common stock are subject to a liability;

• persons holding shares of Trinity Class B common stock or Trinity private placement warrants;

• persons holding securities issued in connection with the PIPE Investment (or securities acquired as a result of the exercise of any such securities);

• holders who receive Broadmark Realty common stock through the exercise of employee stock options or otherwise as compensation;

• persons holding a 10% or more (by vote or value) beneficial interest in Broadmark Realty;

• Non-U.S. Holders (as defined below); and

• tax-exempt entities.

If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners generally will depend on the status of your partners and your activities. If you are a partnership or a partner in a partnership, you should consult your tax advisor as to the U.S. federal tax consequences of the Business Combination and of acquiring, owning and disposing of Trinity securities and Broadmark Realty securities.

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This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, all of which are subject to differing interpretations or change, possibly on a retroactive basis. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income tax (such as gift and estate taxes).

THE FOLLOWING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN. THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DESCRIBED HEREIN DEPENDS ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF SUCH TRANSACTIONS AND THE U.S. FEDERAL INCOME TAX TREATMENT TO THE HOLDERS DESCRIBED HEREIN WILL DEPEND ON THE HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF TRINITY CLASS A COMMON STOCK, BROADMARK REALTY COMMON STOCK, TRINITY PUBLIC WARRANTS AND BROADMARK REALTY PUBLIC WARRANTS.

Allocation of Sale or Disposition Proceeds and Characterization of a Unit

No statutory, administrative or judicial authority directly addresses the U.S. federal income tax treatment of a unit or instruments similar to a Trinity unit for U.S. federal income tax purposes and, therefore, that treatment is not entirely clear. For U.S. federal income tax purposes, each holder of a unit generally must allocate the purchase price paid by such holder for such unit between the one share of Trinity Class A common stock and the one Trinity public warrant based on the relative fair market value of each at the time of issuance or purchase, as applicable. The price allocated to the one share of Trinity Class A common stock and the one Trinity public warrant generally should be the holder’s tax basis in such share and such warrant. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the share of Trinity Class A common stock and one Trinity public warrant comprising the unit, and the amount realized on the disposition should be allocated between the share of Trinity Class A common stock and the one Trinity public warrant based on the respective consideration received with respect to each component of the unit.

The foregoing treatment of the shares of Trinity Class A common stock and Trinity public warrants and a holder’s allocation of sale or disposition proceeds are not binding on the Internal Revenue Service (the “IRS”), or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each holder of units is urged to consult its tax advisors regarding the tax consequences of the Business Combination to a holder of a unit (including alternative characterizations of a unit or treatments thereof). Unless otherwise stated, the remainder of this discussion assumes that the characterization of the units described above is respected for U.S. federal income tax purposes.

Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment

U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment to U.S. Holders of Trinity Class A Common Stock and Trinity Public Warrants

U.S. Holders

For purposes of this discussion, a U.S. Holder is a beneficial owner of Trinity Class A common stock, a Trinity public warrant, Broadmark Realty stock or a Broadmark Realty public warrant who or that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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• a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all substantial decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A Non-U.S. Holder is a beneficial owner of Trinity Class A common stock, a Trinity public warrant, Broadmark Realty stock, or a Broadmark Realty public warrant that is not a U.S. Holder and is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

This section summarizes the expected U.S. federal income tax consequences of the Trinity Merger, redemption of shares of Trinity Class A common stock and Warrant Amendment for U.S. Holders of shares of Trinity Class A common stock or Trinity public warrants.

U.S. Federal Income Tax Treatment of the Trinity Merger as a Tax-Free Exchange for U.S. Holders of Trinity Class A Common Stock and the Warrant Amendment for U.S. Holders of Trinity Public Warrants

It is a condition of each party’s obligation to complete the Mergers that Gibson Dunn render an opinion to Trinity to the effect that the Trinity Merger, Company Merger and PIPE Investment should be considered part of an overall plan in which the stockholders holding Trinity Class A common stock exchange their Trinity Class A common stock for Broadmark Realty common stock in an exchange described in Section 351 of the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications, including that all conditions to the consummation of the Mergers set forth in the Merger Agreement are satisfied in accordance with their terms, and will be based on representations made by or on behalf of Trinity, Broadmark Realty, each Company, and certain other parties to the Mergers and related transactions regarding factual matters and covenants undertaken by Trinity, Broadmark Realty, each Company, and such other persons. If any assumption or representation is inaccurate in any way, or any covenant is not complied with, the tax consequences of the Business Combination could differ from those described in the tax opinion and in this discussion. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the IRS or the courts. No ruling from the IRS has been or is expected to be requested in connection with the Business Combination, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the conclusions set forth in the tax opinion or the discussion set forth herein.

The exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Code for stockholders exchanging Trinity Class A common stock for Broadmark Realty common stock. Qualification under Section 351 is conditioned on the satisfaction of certain requirements, certain of which are discussed below.

Investment Company Rules. A transfer to a corporation will not be treated as a nontaxable exchange governed by Section 351 of the Code to the extent the transfer of property is to an investment company (as that term is defined for U.S. federal income tax purposes) and the transfer results, directly or indirectly, in “diversification” of the transferors’ interests. Broadmark Realty will be treated as an investment company for this purpose as a result of being a REIT and as a result of substantially all of its assets constituting stocks and securities (as that term is defined for U.S. federal income tax purposes) for this purpose. However, the exchange by holders of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Member should not be treated as resulting directly or indirectly in diversification of interests since each of the holders exchanging Trinity Class A common Stock for Broadmark Realty common stock, the Companies and the Farallon entities should be treated as transferring either a diversified portfolio of stocks and securities (within the meaning of Section 368(a)(2)(F)(ii) of the Code) (a “diversified portfolio”) or cash to Broadmark Realty or as transferring assets that would be treated as insignificant for purposes of measuring diversification.

In connection with the Mergers and related transactions, for U.S. federal income tax purposes, holders of Trinity Class A common stock should be treated as contributing to Broadmark Realty shares of Trinity Class A common stock, each Company should be treated as contributing to Broadmark Realty mortgage portfolios (which as described below should be considered securities for U.S. federal income tax purposes) and cash and cash equivalent investments, and the Farallon entities should be treated as contributing to Broadmark Realty cash in exchange for their shares of Broadmark Realty common stock. The Treasury regulations under Section 351 of the Code provide that a transfer of stocks and securities will not be treated as resulting in a diversification of the transferors’ interests if each transferor transfers a diversified portfolio.

The Treasury regulations under Section 351(e) of the Code relating to diversified portfolios provide a diversification standard for investment securities, including a provision that treats federal government securities as

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automatically diversified. Trinity believes that holders of Trinity Class A common stock should be treated, for purposes of the diversified portfolio exception, as a result of Trinity itself holding a diversified portfolio of federal government securities and the application of the look-through rule of Section 368(a)(2)(F)(ii) of the Code, as transferring Trinity’s underlying assets for purposes of measuring diversification under Section 351 of the Code, and therefore should be treated as transferring a diversified portfolio for this purpose.

The Treasury regulations under Section 351 of the Code do not provide a diversification standard for mortgage portfolios. However, Trinity believes that mortgages should either be treated as securities or analyzed for such purpose in the same manner as securities. Neither Broadmark Realty nor Trinity will seek a ruling from the IRS on this matter. Trinity notes, however, that the IRS has over the years issued several private letter rulings on diversified real estate portfolios, in each instance concluding that the real estate portfolio in question was a diversified portfolio for this purpose.

The IRS has also over the years issued several private letter rulings on transfers of diversified portfolios by one or more transferors that are combined with transfers of cash by one or more other transferors, in each instance concluding that the transfer or transfers of cash did not cause the diversified portfolio exception to fail to apply. Although private letter rulings are not precedential and cannot be relied upon by taxpayers other than the ones to whom they are addressed, they do provide insight into how the IRS interprets and applies the federal income tax law.

The Treasury regulations under Section 351 of the Code also provide that if any transaction involves one or more transfers of non-identical assets which, taken in the aggregate, constitute an insignificant portion of the total value of assets transferred, such transfers shall be disregarded in determining whether diversification has occurred and, although the law is not clear on this point, Trinity believes that any such insignificant transfer that itself does not qualify for the diversified portfolio exception should not cause other qualifying transfers to fail to qualify for the diversified portfolio exception.

The rules regarding diversification are highly complex and there is limited or no IRS guidance on certain of the foregoing topics, including in particular, transfers of diversified portfolios, transfers of stock or securities in investment companies themselves holding diversified portfolios, transfers of mortgage portfolios, and transfers of diversified portfolios accompanied by one or more insignificant transfers of non-identical assets. Although there is no direct authority and the matter is not free from doubt, it is Trinity’s view that a holder of Trinity Class A common stock exchanging Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should be treated as transferring a diverse portfolio, no diversification should be treated as having occurred with respect to the transferor stockholders’ interests, and Section 351(e) of the Code should therefore be inapplicable to the exchange. If the IRS were to successfully assert that Section 351(e) of the Code applied to the exchange by holders of Trinity Class A common stock, a U.S. Holder exchanging Trinity Class A common stock would recognize taxable gain or loss upon consummation of the Trinity Merger. See “—U.S. Federal Income Tax Considerations if the Trinity Merger did not Qualify as a Tax-Free Exchange” below.

Except as otherwise set forth, the U.S. federal income tax considerations summarized below are based upon the assumption that the exchange of Trinity Class A common stock for Broadmark Realty common stock in connection with the Trinity Merger qualifies as an exchange governed by Section 351 of the Code. U.S. Holders are urged to consult their tax advisors regarding the proper tax treatment of the Trinity Merger.

U.S. Holders Exchanging Solely Trinity Class A Common Stock for Broadmark Realty Common Stock

A U.S. Holder who owns Trinity Class A common stock (but not any Trinity public warrants) and who solely exchanges such Trinity Class A common stock for Broadmark Realty common stock generally is not expected to recognize gain or loss as a result of such exchange.

The aggregate tax basis for U.S. federal income tax purposes of the shares of Broadmark Realty common stock received by such a U.S. Holder in the Trinity Merger generally is expected to be the same as the aggregate adjusted tax basis of the shares of Trinity Class A common stock surrendered in exchange therefor. The holding period of the shares of Broadmark Realty common stock received in the Trinity Merger by such U.S. Holder generally is expected to include the period during which the shares of Trinity Class A common stock exchanged therefor were held by such U.S. Holder.

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U.S. Holders Exchanging Solely Trinity Public Warrants for Broadmark Realty Public Warrants and the Warrant Cash Payment

The Warrant Amendment will provide for the payment of the Warrant Cash Payment to holders of Trinity public warrants, the removal of certain anti-dilution provisions contained in the warrant agreement, and the modification of the exercise price of each Trinity public warrant and the number of shares for which each Trinity public warrant is exercisable. The consummation of the Business Combination will result in the modification of each Trinity public warrant such that after the modification, each holder of a warrant will be entitled to acquire one-quarter of one share of Broadmark Realty common stock (such warrants, “Broadmark Realty public warrants”) upon exercise of such warrant. While there are no legal authorities which are directly on point, Trinity intends to take the position that a U.S. Holder whose Trinity public warrant is modified by the Warrant Amendment and pursuant to the Business Combination converted into a Broadmark Realty public warrant will be deemed to have received such Broadmark Realty public warrant in exchange for a Trinity public warrant and the receipt of the Warrant Cash Payment.

Any such U.S. Holder who is deemed to have exchanged a Trinity public warrant for a Broadmark Realty public warrant and who does not also exchange any Trinity Class A common stock for any Broadmark Realty common stock generally is expected to recognize gain or loss upon such exchange equal to the difference between (i) the sum of the fair market value of the Broadmark Realty public warrant deemed received and the amount of the Warrant Cash Payment and (ii) such U.S. Holder’s adjusted basis in its Trinity public warrant. A U.S. Holder of Trinity public warrants should be treated as recognizing capital gain or loss as a result of such exchange; however, it is possible that the IRS could assert that the receipt of the Warrant Cash Payment should be treated as a consent fee taxable as ordinary income and should therefore not be treated as part of the deemed exchange. Any such capital gain or loss generally will be long-term capital gain or loss if such U.S. Holder’s holding period for the Trinity public warrants deemed to be disposed of exceeds one year at the time of the disposition. It is unclear, however, whether the redemption rights with respect to the Trinity Class A common stock may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized by a non-corporate U.S. Holder will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

A U.S. Holder’s basis in its Broadmark Realty public warrant deemed received in the Trinity Merger will equal the fair market value of such warrant. A U.S. Holder’s holding period for the Broadmark Realty public warrants received in connection with the Warrant Amendment and Business Combination would commence on the date of the Warrant Amendment.

U.S. Holders of Trinity public warrants should consult their tax advisors regarding the tax consequences to them of the Warrant Amendment and consummation of the Business Combination.

U.S. Holders Exchanging Trinity Class A Common Stock and Trinity Public Warrants for Broadmark Realty Common Stock, Broadmark Realty Public Warrants and the Warrant Cash Payment

A U.S. Holder who receives Broadmark Realty common stock in exchange for Trinity Class A common stock and who is deemed to exchange Trinity public warrants for Broadmark Realty public warrants and the Warrant Cash Payment generally is expected to recognize gain (if any) with respect to each share of Trinity Class A common stock and Trinity public warrant held immediately prior to the Trinity Merger (after giving effect to any redemptions of Trinity Class A common stock) and Warrant Amendment in an amount equal to the lesser of (i) the excess (if any) of the sum of the fair market value of the Broadmark Realty common stock and Broadmark Realty public warrants and the amount of the Warrant Cash Payment, in each case, received or deemed received in exchange for each such share of Trinity Class A common stock or Trinity public warrant, as described below, over such U.S. Holder’s tax basis in each such share of stock or warrant or (ii) the sum of the fair market value of the Broadmark Realty public warrants and the amount of the Warrant Cash Payment received or deemed received in exchange for such share of stock or warrant. To determine the amount of gain, if any, that such U.S. Holder must recognize, the U.S. Holder must compute the amount of gain or loss realized as a result of the Trinity Merger and Warrant Amendment on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of (i) the Broadmark Realty common stock received by such U.S. Holder, (ii) the Broadmark Realty public warrants deemed received by such U.S. Holder and (iii) the amount of the Warrant Cash Payment received by such U.S. Holder among the Trinity Class A common stock and Trinity public warrants owned by such U.S. Holder immediately prior to the Trinity Merger and Warrant Amendment in proportion to their fair market values. Any loss realized by a U.S. holder is disallowed. As noted above, it is possible that the IRS could assert that the receipt of the Warrant Cash Payment should be treated as a consent fee and should therefore not be treated as part of the deemed exchange.

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Trinity intends to take the position, and the remainder of this discussion assumes, that any payments made to a U.S. Holder to redeem some, but not all, of such U.S. Holder’s shares of Trinity Class A common stock will not be treated as additional consideration received in the exchange described in the preceding paragraph and will be treated in the manner described below under “ — U.S. Federal Income Tax Treatment of the Redemption of Trinity Class A Common Stock. ” If the IRS were to successfully assert a contrary position, it is expected that such payments would be treated for purposes of the preceding paragraph in the same manner as the Warrant Cash Payment.

Gain, if any, recognized by a U.S. Holder generally will be long-term capital gain to the extent it is allocated to surrendered Trinity Class A common stock or Trinity public warrants that were held by such U.S. Holder for more than one year at the time of the Trinity Merger and Warrant Amendment. It is unclear, however, whether the redemption rights with respect to the Trinity Class A common stock may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized by a non-corporate U.S. Holder will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

A U.S. Holder’s basis in the Broadmark Realty public warrants deemed received generally is expected to equal the fair market value of the Broadmark Realty public warrants. A U.S. Holder’s basis in the Broadmark Realty common stock received generally is expected to equal the aggregate tax basis of the Trinity Class A common stock and Trinity public warrants surrendered therefor reduced by the fair market value of the Broadmark Realty public warrants deemed received and the amount of the Warrant Cash Payment received and increased by the gain recognized by such U.S. Holder.

A U.S. Holder generally is expected to have new holding periods in the Broadmark Realty public warrants deemed received and in the Broadmark Realty common stock received in the Trinity Merger.

Alternatively, it is possible that a U.S. Holder of Trinity public warrants could be deemed to have exchanged such Trinity public warrants for Broadmark Realty public warrants and the Warrant Cash Payment in a deemed exchange that would be treated as separate from the exchange of Trinity Class A common stock for Broadmark Realty common stock by such U.S. Holder, in which case, the U.S. Holder would be taxed with respect to the receipt of the Broadmark Realty public warrants and the Warrant Cash Payment pursuant to the deemed exchange in the manner described above in “ —U.S. Holders Exchanging Solely Trinity Public Warrants for Broadmark Realty Public Warrants and the Warrant Cash Payment . ”

U.S. Holders are urged to consult with their tax advisors regarding the specific tax consequences of the transactions described herein. In particular, U.S. Holders who hold different blocks of Trinity Class A common stock and Trinity public warrants (generally, shares of Trinity Class A common stock and Trinity public warrants purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

U.S. Federal Income Tax Considerations if the Trinity Merger did not Qualify as a Tax-Free Exchange

If the Trinity Merger does not qualify for U.S. Holders exchanging Trinity Class A common stock for Broadmark Realty common stock as an exchange governed by Section 351 of the Code, the Trinity Merger will generally be treated as a taxable exchange of Trinity Class A common stock for Broadmark Realty common stock, and you generally will recognize capital gain or loss in an amount equal to the difference between (i) the fair market value of the Broadmark Realty common stock received in the exchange and (ii) your adjusted tax basis in your Trinity Class A common stock. Any such capital gain or loss generally will be long-term capital gain or loss if your holding period for the Trinity Class A common stock so disposed of exceeds one year at the time of the disposition. It is unclear, however, whether the redemption rights with respect to the Trinity Class A common stock may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized by you if you are a non-corporate U.S. Holder will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. Your holding period for the Broadmark Realty common stock would commence on the date after the closing of the Trinity Merger and your initial tax basis in the Broadmark Realty common stock received in the exchange would equal the amount realized with respect to such stock in the exchange.

U.S. Holders also exchanging Trinity public warrants would be expected to be taxed with respect to such warrants in the manner described above regarding deemed exchanges solely of Trinity public warrants for Broadmark Realty public warrants and the receipt of the Warrant Cash Payment. Please refer to “ —U.S. Holders Exchanging Solely Trinity Public Warrants for Broadmark Realty Public Warrants and the Warrant Cash Payment ” above.

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U.S. Federal Income Tax Treatment of the Redemption of Trinity Class A Common Stock

In the event that you elect to have your shares of Trinity Class A common stock redeemed (or your shares are redeemed as a result of a dissolution and liquidation of Trinity in the event Trinity does not consummate the Trinity Merger or another business combination within the required time period), the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale of the Trinity Class A common stock under Section 302 of the Code.

If the redemption qualifies as a sale of the Trinity Class A common stock, you generally will recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash received in respect of the Trinity Class A common stock and (ii) your adjusted tax basis in your Trinity Class A common stock. Any such capital gain or loss generally will be long-term capital gain or loss if your holding period for the Trinity Class A common stock so disposed of exceeds one year at the time of the disposition. It is unclear, however, whether the redemption rights with respect to the Trinity Class A common stock may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized by you if you are a non-corporate U.S. Holder will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale of Trinity Class A common stock, you will be treated as receiving a cash distribution from Trinity. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from Trinity’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) your adjusted tax basis in your Trinity Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of your Trinity Class A common stock and will be taxed in the manner described in the preceding paragraph. If you are taxable as a corporation for U.S. federal income tax purposes, the portion of any redemption payment that Trinity pays to you that is treated as a dividend generally will qualify for the dividends received deduction if the requisite holding period is satisfied. If you are a non-corporate U.S. Holder, with certain exceptions (including, but not limited to, if you elect to treat such dividends as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, any portion of any redemption payment that Trinity pays to you that is treated as a dividend generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate applicable to long-term capital gains. It is unclear whether the redemption rights with respect to the Trinity Class A common stock would prevent you from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of Trinity stock treated as held by you (including any stock you constructively owned as a result of owning Trinity public warrants) relative to all of Trinity’s shares outstanding both before and after the redemption. The redemption of Trinity Class A common stock generally will be treated as a sale by you of your Trinity Class A common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to you, (ii) results in a “complete termination” of your interest in Trinity or (iii) is “not essentially equivalent to a dividend” with respect to you. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, you would take into account not only stock actually owned by you, but also shares of Trinity stock that you constructively owned. You may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which you have an interest or that have an interest in you, as well as any stock you have a right to acquire by exercise of an option, which generally would include Trinity Class A common stock that could be acquired pursuant to the exercise of the Trinity public warrants. In order to meet the substantially disproportionate test, the percentage of Trinity’s outstanding voting stock actually and constructively owned by you immediately following the redemption of Trinity Class A common stock must, among other requirements, be less than 80% of the percentage of its outstanding voting stock actually and constructively owned by you immediately before the redemption. There will be a complete termination of your interest if either (i) all of the shares of Trinity’s stock actually and constructively owned by you are redeemed or (ii) all of the shares of Trinity’s stock actually owned by you are redeemed and you are eligible to waive, and effectively waive in accordance with specific rules, the attribution of stock owned by certain family members and you do not constructively own any other Trinity Class A common stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of your proportionate interest in Trinity. Whether the redemption will result in a meaningful reduction in your proportionate

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interest in Trinity will depend on your particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” You should consult your tax advisor as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will not be treated as a sale, but will be treated as a distribution to you in respect of your Trinity Class A common stock and you will be subject to the tax consequences described above. If the amount of the distribution you receive does not exceed your adjusted tax basis in your redeemed Trinity Class A common stock, any of your remaining tax basis in the redeemed Trinity Class A common stock will be added to your adjusted tax basis in any of your remaining Trinity Class A stock, or, if you have none, to your adjusted tax basis in your Trinity public warrants or, possibly, other stock constructively owned by you.

If you are a U.S. Holder who actually or constructively owns five percent or more of Trinity’s stock (by vote or value) before redemption, you may be subject to special reporting requirements with respect to a redemption of Trinity Class A common stock, and you should consult your tax advisor with respect to your reporting requirements.

Holders who hold different blocks of Trinity Class A common stock (generally, shares of Trinity Class A common stock purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Medicare Tax

Certain U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on dividends and other income, including capital gain from the sale or disposition of Trinity Class A common stock or Trinity public warrants.

Information Reporting and Backup Withholding

See “Material U.S. Federal Income Tax Considerations—Broadmark Realty—Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants—Information Reporting and Backup Withholding” below for a discussion of the applicability of information reporting and backup withholding requirements to a U.S. Holder of Trinity Class A common stock and Trinity public warrants.

U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment to Non-U.S. Holders of Trinity Class A Common Stock and Trinity Public Warrants

General

This section summarizes the U.S. federal income tax consequences of the Trinity Merger and Warrant Amendment to Non-U.S. Holders of Trinity Class A common stock and Trinity public warrants.

A Non-U.S. Holder who exchanges Trinity Class A common stock solely for Broadmark Realty common stock as a result of the Trinity Merger generally will be treated in the same manner as a U.S. Holder for U.S. federal income tax purposes.

For purposes of the below discussion, if you elect to have your shares of Trinity Class A common stock redeemed, the characterization for U.S. federal income tax purposes of the redemption of your shares of Trinity Class A common stock generally will correspond to the U.S. federal income tax characterization that would be applicable to such a redemption by a U.S. Holder of Trinity Class A common stock, as described under “—U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment to U.S. Holders of Trinity Class A Common Stock and Trinity Public Warrants—U.S. Federal Income Tax Treatment of the Redemption of Trinity Class A Common Stock” above.

Taxable Sales or Exchanges

If (1) the exchange of Trinity Class A common stock for Broadmark Realty common stock were treated as a taxable exchange (and not as an exchange described in Section 351 of the Code), (2) you are a Non-U.S. Holder who elects to have shares of Trinity Class A common stock redeemed (or whose shares are redeemed as a result of a dissolution and liquidation in the event Trinity does not consummate the Trinity Merger or another business combination within the required time period) and the redemption is treated as a sale or exchange of your Trinity Class A common stock for U.S. federal income tax purposes, (3) you hold solely Trinity public warrants or (4) you

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hold Trinity Class A common stock and Trinity public warrants, you will not be subject to U.S. federal income tax on any gain or loss on such events (which generally would be calculated in the same manner as if you were a U.S. Holder) unless either (i) the gain is effectively connected with the conduct of a trade or business by you within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by you), (ii) you are an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met or (iii) Trinity is or has been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that you held Trinity Class A common stock or Trinity public warrants, as applicable, and, in the case where shares of Trinity Class A common stock or Trinity public warrants are regularly traded on an established securities market, you have owned, directly or constructively, more than 5% of the shares of Trinity Class A common stock or Trinity public warrants, as applicable, at any time within the shorter of the five-year period preceding the disposition or your holding period for the shares of Trinity Class A common stock or Trinity public warrants, as applicable.

Unless an applicable treaty provides otherwise, gain described in clause (i) immediately above will be subject to tax at generally applicable U.S. federal income tax rates as if you were a U.S. resident. Any gain described in clause (i) immediately above if you are a corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate). If you are an individual Non-U.S. Holder described in clause (ii) immediately above, you generally will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses. If you are eligible for the benefits of an income tax treaty between the United States and your country of residence, any gain described in clause (ii) immediately above will be subject to U.S. federal income tax in the manner specified by the income tax treaty and generally will only be subject to such tax if such gain is attributable to a permanent establishment maintained by you in the United States. To claim the benefit of any applicable income tax treaty, you must properly submit an applicable IRS Form W-8. You should consult your tax advisor regarding the potential application of income tax treaties and your eligibility for income tax treaty benefits.

In the case of clause (iii) above, Trinity would be classified as a U.S. real property holding corporation if the fair market value of Trinity’s “U.S. real property interests” equal or exceed 50 percent of the sum of the fair market value of Trinity’s worldwide real property interests plus Trinity’s other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. As Trinity has generally only held cash, cash equivalents and government securities since its inception, Trinity does not believe that it is or has ever been a U.S. real property holding corporation.

As noted above, it is possible that the IRS could assert that the receipt of the Warrant Cash Payment should be treated as a consent fee and should therefore not be treated as part of a deemed exchange. If the IRS were to successfully assert this position, U.S. federal income and/or withholding taxes may be applicable to the receipt of such Warrant Cash Payment by a Non-U.S. Holder.

Distributions

If you are a Non-U.S. Holder who elects to have shares of Trinity Class A common stock redeemed and the redemption is treated as a distribution for U.S. federal income tax purposes, in general, any distributions Trinity makes to you with respect to shares of Trinity Class A common stock, to the extent paid out of Trinity’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes and, provided such dividends are not effectively connected with your conduct of a trade or business within the United States, Trinity would be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty and provide proper certification of your eligibility for such reduced rate (on an applicable IRS Form W-8). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) your adjusted tax basis in your shares of Trinity Class A common stock and, to the extent such distribution exceeds your adjusted tax basis, as gain realized from the sale or other disposition of the Trinity Class A common stock, which will be treated as described immediately above.

The withholding tax does not apply to dividends paid to you if you provide an IRS Form W-8ECI certifying that the dividends are effectively connected with your conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to U.S. federal income tax as if you were a U.S. resident. A Non-U.S. Holder that is a corporation that receives effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

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See “Material U.S. Federal Income Tax Considerations—Broadmark Realty—Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants—FATCA” below for a discussion of the applicability of FATCA to any distribution treated as a dividend for U.S. federal income tax purposes.

Information Reporting and Backup Withholding

See “Material U.S. Federal Income Tax Considerations—Broadmark Realty—Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants—Information Reporting and Backup Withholding” below for a discussion of the applicability of information reporting and backup withholding requirements.

Material U.S. Federal Income Tax Considerations—Broadmark Realty

Taxation of Broadmark Realty—General

Broadmark Realty intends to elect to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 2019. Broadmark Realty believes that it has been organized and Broadmark Realty intends to operate in a manner that will allow it to qualify for taxation as a REIT under the Code.

Gibson Dunn has acted as Broadmark Realty’s special counsel for tax matters in connection with the Mergers. Broadmark Realty will receive an opinion of Gibson Dunn to the effect that, commencing with the beginning of its taxable year ended December 31, 2019 and through the date hereof, Broadmark Realty has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and Broadmark Realty’s current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2019 and each taxable year thereafter. It must be emphasized that the opinion of Gibson Dunn is based on various assumptions relating to Broadmark Realty’s organization and operation, including that all factual representations and statements set forth in all relevant documents, records and instruments are true and correct and that Broadmark Realty will at all times operate in accordance with the method of operation described in Broadmark Realty’s organizational documents, this prospectus, and other relevant documents. Additionally, the opinion of Gibson Dunn is conditioned upon factual representations and covenants made by Broadmark Realty’s management, regarding Broadmark Realty’s organization, assets, present and future conduct of Broadmark Realty’s business operations and other items regarding Broadmark Realty’s ability to meet the various requirements for qualification as a REIT, and assumes that such representations and covenants are accurate and complete and that Broadmark Realty will take no action that could adversely affect Broadmark Realty’s qualification as a REIT. While Broadmark Realty believes it is organized and intends to operate so that Broadmark Realty will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in Broadmark Realty’s circumstances or applicable law, no assurance can be given by Gibson Dunn or Broadmark Realty that Broadmark Realty will be able to qualify as a REIT or if it so qualifies, that it will be able to maintain its status as a REIT. Gibson Dunn will have no obligation to advise Broadmark Realty or the holders of Broadmark Realty common stock or Broadmark Realty public warrants of any subsequent change in the matters stated, represented or assumed in rendering its opinion or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS, or any court, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions.

Qualification and taxation as a REIT depends on Broadmark Realty’s ability to meet, on a continuing basis, through actual results of operations, distribution levels, diversity of share ownership and various qualification requirements imposed upon REITs by the Code, the compliance with which will not be reviewed by Gibson Dunn. In addition, Broadmark Realty’s ability to qualify as a REIT may depend in part upon the operating results, organizational structure and entity classification for U.S. federal income tax purposes of certain entities in which Broadmark Realty invests. Broadmark Realty’s ability to qualify as a REIT also requires that Broadmark Realty satisfy certain asset and income tests, some of which depend upon the fair market values of assets directly or indirectly owned by Broadmark Realty or which serve as security for loans made by Broadmark Realty. Such values may not be susceptible to a precise determination. Accordingly, no assurance can be given that the actual results of Broadmark Realty’s operations for any taxable year will satisfy the requirements for qualification and taxation as a REIT.

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Taxation of REITs in General

As indicated above, qualification and taxation as a REIT depends on Broadmark Realty’s ability to meet, on a continuing basis, through actual results of operations, distribution levels, diversity of share ownership and various qualification requirements imposed upon REITs by the Code. The material qualification requirements are summarized below, under “—Requirements for Qualification as a REIT.” While Broadmark Realty believes that it will operate so that it qualifies as a REIT, no assurance can be given that the IRS will not challenge Broadmark Realty’s qualification as a REIT or that Broadmark Realty will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify.”

Provided that Broadmark Realty qualifies as a REIT, Broadmark Realty generally will be entitled to a deduction for dividends that Broadmark Realty pays and, therefore, will not be subject to U.S. federal corporate income tax on Broadmark Realty’s net taxable income that is currently distributed to Broadmark Realty stockholders. This treatment substantially eliminates the “double taxation” with respect to distributed income at the corporate and stockholder levels that results generally from investment in a corporation. Rather, income generated by a REIT and distributed to its stockholders generally is taxed only at the stockholder level, upon a distribution of dividends by the REIT. See “—Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants.”

Even if Broadmark Realty qualifies for taxation as a REIT, however, Broadmark Realty will be subject to U.S. federal income taxation as follows:

• Broadmark Realty will be taxed at regular U.S. federal corporate income tax rates on any undistributed income, including undistributed net capital gains.

• If Broadmark Realty has net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax. See “—Prohibited Transactions” and “—Foreclosure Property” below.

• If Broadmark Realty elects to treat property that Broadmark Realty acquires in connection with a foreclosure of a mortgage loan or from certain leasehold terminations as “foreclosure property,” Broadmark Realty may thereby avoid (a) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction) and (b) the inclusion of any income from such property not qualifying for purposes of the gross income tests discussed below, but the income from the sale or operation of the property will generally be subject to income tax at the corporate tax rate.

• If Broadmark Realty fails to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintains Broadmark Realty’s qualification as a REIT because other requirements are met, Broadmark Realty will be subject to a 100% tax on an amount equal to (a) the greater of (1) the amount by which Broadmark Realty fails the 75% gross income test or (2) the amount by which Broadmark Realty fails the 95% gross income test, as the case may be, multiplied by (b) a fraction intended to reflect Broadmark Realty’s profitability.

• If Broadmark Realty fails to satisfy any of the REIT asset tests, as described below, other than a failure of the 5% or 10% asset tests (discussed below) that does not exceed a statutory de minimis amount as described more fully below, but Broadmark Realty’s failure is due to reasonable cause and not due to willful neglect and Broadmark Realty nonetheless maintains Broadmark Realty’s REIT qualification because of specified cure provisions, Broadmark Realty will be required to pay a tax equal to the greater of $50,000 or the product of the highest corporate tax rate and the net income generated by the non-qualifying assets during the period in which Broadmark Realty failed to satisfy the asset tests.

• If Broadmark Realty fails to satisfy any provision of the Code that would result in Broadmark Realty’s failure to qualify as a REIT (other than a gross income or asset test requirement) and the violation is due to reasonable cause and not willful neglect, Broadmark Realty may be able to retain its REIT qualification in certain circumstance but Broadmark Realty will be required to pay a penalty of $50,000 for each such failure.

• If Broadmark Realty fails to distribute during each calendar year at least the sum of (a) 85% of Broadmark Realty’s REIT ordinary income for such year, (b) 95% of Broadmark Realty’s REIT capital gain net income for such year and (c) any undistributed taxable income from prior periods (the foregoing sum is referred

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to as the required distribution), Broadmark Realty will be subject to a 4% excise tax on the excess of the required distribution over the sum of (1) the amounts actually distributed (taking into account excess distributions from prior years), plus (2) retained amounts on which income tax is paid at the corporate level.

• Broadmark Realty may be required to pay monetary penalties to the IRS in certain circumstances, including if Broadmark Realty fails to meet record-keeping requirements intended to monitor Broadmark Realty’s compliance with rules relating to the composition of Broadmark Realty stockholders, as described below in “—Requirements for Qualification as a REIT.”

• A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between Broadmark Realty and any taxable REIT subsidiary, or “TRS,” Broadmark Realty may own if and to the extent that the IRS successfully adjusts the reported amounts of these items.

• If Broadmark Realty acquires appreciated assets from a corporation that is not a REIT (or from another REIT that acquired appreciated assets from a corporation that is not a REIT) in a transaction in which the adjusted tax basis of the assets in Broadmark Realty’s hands is determined by reference to the adjusted tax basis of the assets in the hands of the non-REIT corporation, Broadmark Realty will be subject to tax on such appreciation at the corporate income tax rate then applicable if Broadmark Realty subsequently recognizes gain on a disposition of any such assets during the 5-year period following their acquisition by Broadmark Realty (or such other REIT) from the non-REIT corporation. Certain assets acquired by Broadmark Realty from the Companies in connection with the Merger will be subject to this rule.

• Broadmark Realty generally will be subject to tax on the portion of any excess inclusion income derived from an investment in residual interests in real estate mortgage investment conduits, or “REMICs,” to the extent Broadmark Realty stock is held by specified tax-exempt organizations not subject to tax on unrelated business taxable income. Similar rules will apply if Broadmark Realty owns an equity interest in a taxable mortgage pool. To the extent that Broadmark Realty owns a REMIC residual interest or a taxable mortgage pool through a TRS, Broadmark Realty will not be subject to this tax.

• Broadmark Realty may elect to retain and pay income tax on its net long-term capital gain. In that case, a stockholder would include its proportionate share of Broadmark Realty’s undistributed long-term capital gain (to the extent Broadmark Realty makes a timely designation of such gain to the stockholder) in its income, would be deemed to have paid its proportionate share of the tax that Broadmark Realty paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the stockholder’s basis in such holder’s Broadmark Realty stock. Stockholders that are U.S. corporations will also be required to appropriately adjust their earnings and profits for the retained capital gains in accordance with Treasury regulations to be promulgated.

• Broadmark Realty will have subsidiaries or own interests in other lower-tier entities that are subchapter C corporations, including TRSs, the earnings of which would be subject to U.S. federal corporate income tax.

In addition, Broadmark Realty may be subject to a variety of taxes other than U.S. federal income tax, including payroll taxes and state and local income, franchise, property and other taxes. Broadmark Realty could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification as a REIT

The Code defines a REIT as a corporation, trust or association:

• that is managed by one or more trustees or directors;

• the beneficial ownership of which is evidenced by transferable stock or by transferable certificates of beneficial interest;

• that would be taxable as a domestic corporation but for the special Code provisions applicable to REITs;

• that is neither a financial institution nor an insurance company subject to specific provisions of the Code;

• the beneficial ownership of which is held by 100 or more persons during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months;

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• in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, taking into account certain constructive ownership rules described in the Code, by five or fewer “individuals” (as defined in the Code to include specified entities);

• which meets other tests described below, including with respect to the nature of its income and assets and the amount of its distributions; and

• that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year that has not been terminated or revoked.

The Code provides that the first through fourth conditions must be met during the entire taxable year. The fifth and sixth conditions do not need to be satisfied for the first taxable year for which an election to become a REIT has been made, which will be Broadmark Realty’s taxable year ending December 31, 2019. The Broadmark Realty Charter will provide restrictions regarding the ownership and transfer of Broadmark Realty stock, which are intended, among other purposes, to assist in satisfying the share ownership requirements described in the fifth and sixth conditions. For purposes of the sixth condition, an “individual” generally includes a supplemental unemployment compensation benefit plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes, but does not include a qualified pension plan or profit sharing trust.

To monitor compliance with the share ownership requirements, Broadmark Realty generally is required to maintain records regarding the actual ownership of Broadmark Realty stock. To do so, Broadmark Realty must demand written statements each year from certain stockholders that such stockholders disclose the actual owners of their stock (i.e., the persons required to include in gross income the dividends paid by Broadmark Realty). A list of those persons failing or refusing to comply with this demand must be maintained as part of Broadmark Realty’s records. Failure by Broadmark Realty to comply with these record-keeping requirements could subject Broadmark Realty to monetary penalties. If Broadmark Realty satisfies these requirements and after exercising reasonable diligence would not have known that the sixth condition is not satisfied, Broadmark Realty will be deemed to have satisfied such condition. A stockholder that fails or refuses to comply with the demand for a written statement from a REIT is required by Treasury regulations to submit a statement with its tax return disclosing the actual ownership of the stock and other information.

In addition, a corporation generally may not elect to become a REIT unless its taxable year is the calendar year. Broadmark Realty satisfies this requirement.

Effect of Subsidiary Entities

Ownership of Partnership Interests

In the case of a REIT that is a partner in a partnership, Treasury regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets and to earn its proportionate share of the partnership’s gross income based on its pro rata share of capital interests in the partnership for purposes of the asset and gross income tests applicable to REITs, as described below. In addition, the assets and gross income of the partnership generally are deemed to retain the same character in the hands of the REIT. Consequently, to the extent that Broadmark Realty directly or indirectly holds a preferred or other equity interest in a partnership, the partnership’s assets and operations may affect Broadmark Realty’s ability to qualify as a REIT, even though Broadmark Realty may have no control or only limited influence over the partnership.

Disregarded Subsidiaries

If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” that subsidiary is disregarded for U.S. federal income tax purposes, and all assets, liabilities and items of income, deduction and credit of the subsidiary are treated as assets, liabilities and items of income, deduction and credit of the REIT itself, including for purposes of the gross income and asset tests applicable to REITs, as summarized below. A qualified REIT subsidiary is any corporation, other than a TRS, that is wholly owned by a REIT, by other disregarded subsidiaries of the REIT or by a combination of the two. Single member limited liability companies that are wholly owned by a REIT and that do not affirmatively elect to be treated as corporations generally are also disregarded as separate entities for U.S. federal income tax purposes, including for purposes of the gross income and asset tests. Disregarded subsidiaries, along with partnerships in which Broadmark Realty holds an equity interest, are sometimes referred to herein as “pass-through subsidiaries.”

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In the event that a disregarded subsidiary ceases to be wholly owned by Broadmark Realty (for example, if any equity interest in the subsidiary is acquired by a person other than Broadmark Realty or another disregarded subsidiary of Broadmark Realty), the subsidiary’s separate existence would no longer be disregarded for U.S. federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect Broadmark Realty’s ability to satisfy the various asset and gross income tests applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the value or voting power of the outstanding securities of another corporation. See “—Asset Tests” and “—Gross Income Tests.”

Taxable REIT Subsidiaries

A REIT, in general, may jointly elect with a subsidiary corporation, whether or not wholly owned, to treat the subsidiary corporation as a TRS. The separate existence of a TRS or other taxable corporation, unlike a disregarded subsidiary as discussed above, is not ignored for U.S. federal income tax purposes. Accordingly, such an entity generally would be subject to corporate income tax on its earnings, which may reduce the cash flow generated by Broadmark Realty and its subsidiaries in the aggregate and Broadmark Realty’s ability to make distributions to its stockholders.

A REIT is not treated as holding the assets of a TRS or other taxable subsidiary corporation or as receiving any income that the subsidiary earns. Rather, the stock issued by the subsidiary is an asset in the hands of the REIT, and the REIT generally recognizes as income the dividends, if any, that it receives from the subsidiary or the gain that it recognizes from the sale or other disposition of the subsidiary’s stock. This treatment can affect the gross income and asset test calculations that apply to the REIT, as described below. Because a parent REIT does not include the assets and income of a TRS in determining the parent REIT’s compliance with the REIT requirements, such entities may be used by the parent REIT to undertake indirectly activities that the REIT rules might otherwise preclude it from doing directly or through pass-through subsidiaries or render commercially unfeasible (for example, activities that give rise to certain categories of income such as non-qualifying hedging income or inventory sales). If dividends are paid to Broadmark Realty by one or more TRSs Broadmark Realty may own, then a portion of the dividends that Broadmark Realty distributes to stockholders who are taxed at individual rates generally will be eligible for taxation at preferential qualified dividend income tax rates rather than at ordinary income rates (but will not be eligible for the 20% deduction described below). See “—Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants” and “—Annual Distribution Requirements.”

Certain restrictions imposed on TRSs are intended to ensure that such entities will be subject to appropriate levels of U.S. federal income taxation. For example, if amounts are paid to a REIT or deducted by a TRS due to transactions between a REIT, its tenants and/or the TRS, that exceed the amount that would be paid to or deducted by a party in an arm’s-length transaction, the REIT generally will be subject to an excise tax equal to 100% of such excess. In addition, a TRS is not permitted to manage a lodging facility or a health care facility.

Broadmark Realty and Trinity will elect for Trinity to be treated as a TRS as Trinity will provide certain investment management services with respect to the assets of Broadmark Realty as well as third parties and income from investment management services provided to third parties is not qualifying income for purposes of the 75% or 95% gross income tests. Broadmark Realty may form or acquire equity interests in additional TRSs in the future.

Gross Income Tests

In order to maintain Broadmark Realty’s qualification as a REIT, Broadmark Realty must annually satisfy two gross income tests. First, at least 75% of Broadmark Realty’s gross income for each taxable year, excluding gross income from sales of inventory or dealer property in “prohibited transactions” and certain hedging and non-U.S. currency transactions, must consist of defined types of income that Broadmark Realty derives, directly or indirectly, from investments relating to real property or mortgage loans on real property or qualified temporary investment income. Qualifying income for purposes of the 75% gross income test generally includes:

• rents from real property;

• interest on debt secured by a mortgage on real property or on an interest in real property;

• dividends or other distributions on, and gain (not derived from a “prohibited transaction”) from the sale of, stock in other REITs;

• gain from the sale of real estate assets (other than a nonqualified publicly offered REIT debt instrument);

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• income and gain derived from foreclosure property;

• amounts, such as commitment fees, received in consideration for entering into an agreement to make a loan secured by real property, unless such amounts are determined by income or profits;

• income derived from a REMIC in proportion to the real estate assets held by the REMIC, unless at least 95% of the REMIC’s assets are real estate assets, in which case all of the income derived from the REMIC; and

• income derived from certain kinds of temporary investments.

Second, at least 95% of Broadmark Realty’s gross income in each taxable year, excluding gross income from prohibited transactions and certain hedging and non-U.S. currency transactions, must be derived from some combination of income that qualifies under the 75% gross income test described above, as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property.

Interest Income

Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test to the extent that the obligation is secured by a mortgage on real property or on an interest in real property. If a mortgage is secured by both real property and personal property and the value of the personal property does not exceed 15% of the aggregate value of the property securing the mortgage, the mortgage is treated as secured solely by real property for this purpose. If Broadmark Realty receives interest income with respect to a mortgage loan that is secured by both real property and personal property and the value of the personal property securing the mortgage exceeds 15% of the value of all property securing the mortgage and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that Broadmark Realty originated or acquired the mortgage loan, the interest income will be apportioned between the real property and the personal property, and Broadmark Realty’s income from the arrangement will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real property.

To the extent that a REIT is required to apportion its interest income between real property and personal property, the apportionment is based on a fraction, the numerator of which is the value of the real property securing the loan, determined when the REIT commits to originate or acquire the loan, and the denominator of which is the highest “principal amount” of the loan during the year. Even if a loan is not secured by real property or is under secured, the income that it generates may nonetheless qualify for purposes of the 95% gross income test.

Although Broadmark Realty will endeavor to accurately determine the values of the real property securing Broadmark Realty’s loans at the time Broadmark Realty acquires or commit to acquire such loans, such values may not be susceptible to a precise determination and will be determined based on the information available to Broadmark Realty at such time. If the IRS were to successfully challenge Broadmark Realty’s valuations of such assets and such revaluations resulted in a higher portion of Broadmark Realty’s interest income being apportioned to property other than real property, depending on Broadmark Realty’s other sources of gross income, Broadmark Realty could fail to meet the 75% gross income test. If Broadmark Realty does not meet this test, Broadmark Realty could potentially cease to qualify as a REIT or may be required to pay a penalty tax to the IRS as described above under “—Taxation of REITs in General.”

In addition, if Broadmark Realty modifies any of its distressed debt investments by agreement with the borrower, and if the modification is treated as a “significant modification” under the applicable Treasury regulations, the modified debt will be considered to have been reissued to Broadmark Realty in a debt-for-debt exchange with the borrower. In that event, Broadmark Realty generally may be required to reapportion the interest income to the real property security based on the value of the real property at the time of the modification, which value may have decreased materially. In Revenue Procedure 2014-51, the IRS provided a safe harbor under which a REIT is not required to reapportion the interest income on a mortgage loan upon a modification of the loan if the modification was occasioned by a default or would present a substantially reduced risk of default, and certain other requirements are met. Revenue Procedure 2014-51 may therefore allow Broadmark Realty to modify certain of Broadmark Realty’s distressed debt investments without adversely affecting the qualification of interest income from such debt investments for purposes of the 75% gross income test. However, Broadmark Realty may enter into modifications of distressed debt investments that do not qualify for the safe harbor provided in Revenue Procedure 2014-51, which could adversely affect Broadmark Realty’s ability to continue to satisfy the 75% gross income test.

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Dividend Income

Broadmark Realty may receive distributions from TRSs or other corporations that are not REITs or qualified REIT subsidiaries. These distributions generally are classified as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions generally constitute qualifying income for purposes of the 95% gross income test, but not the 75% gross income test. For Broadmark Realty’s taxable year ending December 31, 2019, Broadmark Realty may need to limit distributions from Trinity in order for Broadmark Realty to satisfy the 75% gross income test for that year. Any dividends received by Broadmark Realty from a REIT will be qualifying income in Broadmark Realty’s hands for purposes of both the 95% and 75% gross income tests.

Hedging Transactions

In the future, Broadmark Realty may enter into hedging transactions with respect to one or more of Broadmark Realty’s assets or liabilities. Hedging transactions could take a variety of forms, including interest rate swap agreements, interest rate cap agreements, options, futures contracts, forward rate agreements or similar financial instruments. Except to the extent provided by Treasury regulations, any income from a hedging transaction will not constitute gross income for purposes of the 75% or 95% gross income tests if Broadmark Realty properly identifies the transaction as specified in applicable Treasury regulations and Broadmark Realty enters into such transaction (i) in the normal course of Broadmark Realty’s business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, or (ii) primarily to manage risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% income tests. Broadmark Realty intends to structure any hedging transactions in a manner that does not jeopardize Broadmark Realty’s qualification as a REIT.

Failure to Satisfy the Gross Income Tests

Broadmark Realty intends to monitor its sources of income, including any non-qualifying income received by it, so as to ensure Broadmark Realty’s compliance with the gross income tests. If Broadmark Realty fails to satisfy one or both of the 75% or 95% gross income tests for any taxable year, Broadmark Realty may still qualify as a REIT for the year if Broadmark Realty is entitled to relief under applicable provisions of the Code. These relief provisions generally will be available if Broadmark Realty’s failure to meet these tests was due to reasonable cause and not due to willful neglect and, following the identification of such failure, Broadmark Realty set forth a description of each item of Broadmark Realty’s gross income that satisfies the gross income tests in a schedule for the taxable year filed in accordance with the Treasury regulations. It is not possible to state whether Broadmark Realty would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a particular set of circumstances involving Broadmark Realty, Broadmark Realty will not qualify as a REIT. As discussed above under “—Taxation of REITs in General,” even where these relief provisions apply, a tax would be imposed upon the profit attributable to the amount by which Broadmark Realty fails to satisfy the particular gross income test.

Phantom Income

Due to the nature of the assets in which Broadmark Realty will invest, Broadmark Realty may be required to recognize taxable income from certain of Broadmark Realty’s assets in advance of its receipt of cash flow from or proceeds from disposition of such assets, and Broadmark Realty may be required to report taxable income in early periods that exceeds the economic income ultimately realized with respect to such assets.

Broadmark Realty may acquire assets in the secondary market for less than their face amount and recognize market discount income. It is also likely that Broadmark Realty will invest in debt instruments requiring Broadmark Realty to accrue the difference between the instrument’s stated redemption price and its issue price as determined for U.S. federal income tax purposes (such excess, “original issue discount,” or “OID”). These assets may generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets referred to as “phantom income.” Broadmark Realty may also be required under the terms of any indebtedness that Broadmark Realty incurs to use cash received from interest payments to make principal payments on that indebtedness, with the effect that Broadmark Realty will recognize income but will not have a corresponding amount of cash available for distribution to Broadmark Realty stockholders.

Due to each of these potential differences between income recognition or expense deduction and related cash receipts or disbursements, there is a risk that Broadmark Realty may have substantial taxable income in excess of cash

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available for distribution. In that event, Broadmark Realty may need to borrow funds or take other actions to satisfy the REIT distribution requirements for the taxable year in which this “phantom income” is recognized. See “—Annual Distribution Requirements.”

Asset Tests

Broadmark Realty, at the close of each calendar quarter, must also satisfy five tests relating to the nature of Broadmark Realty’s assets.

• First, at least 75% of the value of Broadmark Realty’s total assets must be represented by some combination of:

• cash and cash items;

• U.S. government securities;

• interests in real property;

• interests in mortgage loans secured by real property or interests in real property;

• stock (or transferable certificates of beneficial interest) in other REITs;

• debt instruments issued by publicly offered REITs;

• temporary investments in stock and debt instruments attributable to the investment of new capital; and

• regular or residual interests in a REMIC. However, if less than 95% of the assets of a REMIC consist of assets that are qualifying real estate-related assets under the U.S. federal income tax laws, determined as if Broadmark Realty held such assets, Broadmark Realty will be treated as holding directly Broadmark Realty’s proportionate share of the assets of such REMIC.

• Second, of Broadmark Realty’s investments not included in the 75% asset class, the value of any one issuer’s securities owned by Broadmark Realty may not exceed 5% of the value of Broadmark Realty’s assets (referred to herein as the “5% asset test”).

• Third, of Broadmark Realty’s investments not included in the 75% asset class, Broadmark Realty may not own more than 10% of any one issuer’s outstanding securities, as measured by either voting power or value (referred to herein as the “10% vote test,” the “10% value test” or together, the “10% asset test”).

• Fourth, of Broadmark Realty’s investments not included in the 75% asset class, the aggregate value of all securities of TRSs held by Broadmark Realty may not exceed 20% of the value of Broadmark Realty’s gross assets.

• Fifth, of Broadmark Realty’s investments not included in the 75% asset class, debt instruments issued by publicly offered REITs, if they would not otherwise qualify as “real estate assets,” cannot exceed 25% of the value of Broadmark Realty’s total assets.

The 5% and 10% asset tests do not apply to securities of TRSs and qualified REIT subsidiaries. The 10% value test does not apply to certain “straight debt” and other excluded securities, as described in the Code, including but not limited to any loan to an individual or an estate, any obligation to pay rents from real property and any security issued by a REIT. In addition, (i) a REIT’s interest as a partner in a partnership is not considered a security for purposes of applying the 10% value test; (ii) any debt instrument issued by a partnership (other than straight debt or another excluded security) will not be considered a security issued by the partnership for purposes of the 10% value test if at least 75% of the partnership’s gross income is derived from sources that would qualify for the 75% gross income test; and (iii) any debt instrument issued by a partnership (other than straight debt or another excluded security) will not be considered a security issued by the partnership for purposes of the 10% value test to the extent of the REIT’s interest as a partner in the partnership.

After initially meeting the asset tests at the close of any quarter, Broadmark Realty will not lose its qualification as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If Broadmark Realty fails to satisfy the asset tests because Broadmark Realty acquires or increases its ownership interest in securities during a quarter, Broadmark Realty can cure this failure by disposing of sufficient non-qualifying assets within 30 days after the close of that quarter. Broadmark Realty will monitor the value of its investments in its TRSs to ensure compliance with the rule that no more than 20% of the value of its assets may consist of TRS stock and securities. It is likely that following the Business Combination more than 20% of the value of Broadmark

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Realty’s assets will consist of the stock and securities of Trinity, together with any other TRSs of Broadmark Realty, in which case, Broadmark Realty will need to reduce its investment in Trinity no later than January 30, 2020 to continue to qualify as a REIT, which reduction Broadmark Realty expects to accomplish by causing Trinity to make a distribution to Broadmark Realty of a portion of its assets during such period. If Broadmark Realty fails the 5% asset test or the 10% vote or value asset tests at the end of any quarter and such failure is not cured within 30 days thereafter, Broadmark Realty may dispose of sufficient assets (generally within six months after the last day of the quarter in which Broadmark Realty’s identification of the failure to satisfy these asset tests occurred) to cure such a violation that does not exceed the lesser of 1% of Broadmark Realty’s assets at the end of the relevant quarter or $10,000,000. If Broadmark Realty fails any of the other asset tests or Broadmark Realty’s failure of the 5% and 10% asset tests is in excess of the lesser of 1% of Broadmark Realty’s assets at the end of the relevant quarter or $10,000,000, as long as such failure was due to reasonable cause and not willful neglect, Broadmark Realty may be permitted to avoid disqualification as a REIT, after the 30 day cure period, by taking steps including the disposition of sufficient assets to meet the asset test (generally within six months after the last day of the quarter in which Broadmark Realty’s identification of the failure to satisfy the REIT asset test occurred) and paying a tax equal to the greater of $50,000 or the product of the highest corporate income tax rate and the net income generated by the non-qualifying assets during the period in which Broadmark Realty failed to satisfy the asset test.

Annual Distribution Requirements

In order to qualify as a REIT, Broadmark Realty is required to distribute dividends, other than capital gain dividends, to Broadmark Realty stockholders in an amount at least equal to:

• the sum of:

• 90% of Broadmark Realty’s “REIT taxable income” (computed without regard to the deduction for dividends paid and Broadmark Realty’s net capital gains); and

• 90% of the net income (after tax), if any, from foreclosure property (as described below); minus

• the sum of specified items of non-cash income that exceeds a percentage of Broadmark Realty’s income.

These distributions must be paid in the taxable year to which they relate or in the following taxable year if such distributions are declared in October, November or December of the taxable year, are payable to stockholders of record on a specified date in any such month and are actually paid before the end of January of the following year. Such distributions are treated as both paid by Broadmark Realty and received by each stockholder on December 31 of the year in which they are declared. In addition, at Broadmark Realty’s election, a distribution for a taxable year may be declared before Broadmark Realty timely files its tax return for the year and be paid with or before the first regular dividend payment after such declaration, provided that such payment is made during the 12-month period following the close of such taxable year. These distributions are taxable to Broadmark Realty stockholders in the year in which paid, even though the distributions relate to Broadmark Realty’s prior taxable year for purposes of the 90% distribution requirement. To the extent that Broadmark Realty has available net operating losses and capital losses carried forward from prior tax years, such losses may, subject to limitations, reduce the amount of distributions that must be made in order to comply with the REIT distribution requirements.

Except for distributions by “publicly offered REITs,” distributions must not be “preferential dividends” in order for such distributions to be counted towards the distribution requirement. A dividend is not a preferential dividend if it is pro rata among all outstanding stock within a particular class and is in accordance with the preferences among different classes of stock as set forth in the REIT’s organizational documents. Broadmark Realty believes that it is and will continue to be a publicly offered REIT and, therefore, will not be subject to this limitation.

To the extent that Broadmark Realty distributes at least 90%, but less than 100%, of Broadmark Realty’s “REIT taxable income,” as adjusted, Broadmark Realty will be subject to tax at ordinary corporate tax rates on the retained portion. In addition, Broadmark Realty may elect to retain, rather than distribute, Broadmark Realty’s net long-term capital gains and pay tax on such gains. In this case, Broadmark Realty could elect to have Broadmark Realty stockholders include their proportionate share of such undistributed long-term capital gains in income and receive a corresponding credit for their proportionate share of the tax paid by Broadmark Realty. Broadmark Realty stockholders would then increase the adjusted basis of their stock in Broadmark Realty by the difference between the designated amounts included in their long-term capital gains and the tax deemed paid with respect to their proportionate shares.

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If Broadmark Realty fails to distribute during each calendar year at least the sum of:

• 85% of Broadmark Realty’s REIT ordinary income for such year,

• 95% of Broadmark Realty’s REIT capital gain net income for such year, and

• any undistributed taxable income from prior periods,

Broadmark Realty will be subject to a 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed (taking into account excess distributions from prior periods) and (ii) the amounts of income retained on which Broadmark Realty has paid corporate income tax. Broadmark Realty intends to make timely distributions so that it is not subject to the 4% excise tax.

It is possible that Broadmark Realty, from time to time, may not have sufficient cash to meet the distribution requirements due to timing differences between (i) the actual receipt of cash, including receipt of distributions from Broadmark Realty’s subsidiaries and (ii) the inclusion of items in income by Broadmark Realty for U.S. federal income tax purposes. For example, Broadmark Realty may acquire debt instruments or notes with OID, such that Broadmark Realty will be required to include in its income a portion of the OID each year that the instrument is held before Broadmark Realty receives any corresponding cash. In the event that such timing differences occur, in order to meet the distribution requirements, it might be necessary to arrange for short-term, or possibly long-term, borrowings or to pay dividends in the form of taxable in-kind distributions of property, including taxable stock dividends. In the case of a taxable stock dividend, stockholders would be required to include the dividend as income and would be required to satisfy the tax liability associated with the distribution with cash from other sources including sales of Broadmark Realty common stock. Both a taxable stock distribution and sale of common stock resulting from such distribution could adversely affect the price of Broadmark Realty common stock.

If Broadmark Realty fails to meet the distribution requirement in any taxable year, including if it does not have sufficient funds to make the required distribution, Broadmark Realty generally would cease to qualify as a REIT. Broadmark Realty may be able to rectify a failure to meet the distribution requirements for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in Broadmark Realty’s deduction for dividends paid for the earlier year. In this case, Broadmark Realty may be able to avoid losing Broadmark Realty’s qualification as a REIT or being taxed on amounts distributed as deficiency dividends. However, Broadmark Realty will be required to pay interest and a penalty based on the amount of any deduction taken for deficiency dividends.

Recordkeeping Requirements

Broadmark Realty is required to maintain records and request on an annual basis information from certain stockholders. These requirements are designed to assist Broadmark Realty in determining the actual ownership of its outstanding stock and maintaining its qualification as a REIT.

Prohibited Transactions

Net income Broadmark Realty derives from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business (i.e., “dealer property”) by a REIT, by a pass-through subsidiary in which the REIT holds an equity interest or by a borrower that has issued a shared appreciation mortgage or similar debt instrument to the REIT. Broadmark Realty intends to conduct its operations so that no asset owned directly by Broadmark Realty or indirectly through its pass-through subsidiaries will be held as inventory or primarily for sale to customers in the ordinary course of business. However, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances. No assurance can be given that any particular asset in which Broadmark Realty holds a direct or indirect interest will not be treated as property held as inventory or primarily for sale to customers or that certain safe harbor provisions of the Code that prevent such treatment will apply. The 100% tax will not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate income tax rates.

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Foreclosure Property

Foreclosure property is real property and any personal property incident to such real property:

• that is acquired by a REIT as a result of the REIT having bid on the property at foreclosure or having otherwise reduced the property to ownership or possession by agreement or process of law after there was a default (or default was imminent) on a lease of the property or a mortgage loan held by the REIT and secured by the property;

• for which the related loan or lease was acquired by the REIT at a time when default was not imminent or anticipated; and

• for which such REIT makes a proper election to treat the property as foreclosure property.

REITs generally are subject to tax at the corporate rate on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property in the hands of the selling REIT. If Broadmark Realty anticipates receiving any income that is not qualifying income for purposes of the 75% gross income test as a result of a foreclosure, Broadmark Realty intends to elect, if eligible, to treat the related property as foreclosure property.

Failure to Qualify

In the event that Broadmark Realty violates a provision of the Code that would result in its failure to continue to qualify as a REIT, Broadmark Realty may nevertheless continue to qualify as a REIT. Specified relief provisions may be available to Broadmark Realty to avoid such disqualification if:

• the violation is due to reasonable cause and not due to willful neglect;

• Broadmark Realty pays a penalty of $50,000 for each failure to satisfy a requirement for qualification as a REIT; and

• the violation does not include a violation under the gross income or asset tests described above (for which other specified relief provisions are available).

This cure provision reduces the instances that could lead to Broadmark Realty’s disqualification as a REIT for violations due to reasonable cause. If Broadmark Realty fails to qualify for taxation as a REIT in any taxable year and none of the relief provisions of the Code apply, Broadmark Realty will be subject to tax on its taxable income at the regular corporate rate. Distributions to Broadmark Realty stockholders in any year in which Broadmark Realty is not a REIT will not be deductible by Broadmark Realty, nor will they be required to be made. In this situation, to the extent of current and accumulated earnings and profits, and, subject to limitations of the Code, distributions to Broadmark Realty stockholders generally will be taxable, in the case of Broadmark Realty stockholders who are individual U.S. Holders, as “qualified dividend income” at the maximum tax rate applicable to long-term capital gains, and dividends in the hands of Broadmark Realty’s corporate U.S. Holders may be eligible for the dividends received deduction. However, distributions to individual U.S. Holders during any year in which Broadmark Realty is not a REIT will not be eligible for the deduction equal to 20% of the amount of such dividends described below. Unless Broadmark Realty is entitled to relief under specific statutory provisions, Broadmark Realty will also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether, in all circumstances, Broadmark Realty will be entitled to statutory relief. Broadmark Realty would also fail to qualify as a REIT in the event Broadmark Realty were treated under applicable Treasury regulations as a successor to another REIT whose qualification as a REIT was previously terminated or revoked. If a Company failed to qualify as a REIT prior to the Mergers, it is possible that Broadmark Realty would be treated as a successor REIT under the forgoing rules and thus unable to qualify as a REIT.

Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants

This section summarizes the taxation of U.S. Holders who hold Broadmark Realty stock and Broadmark Realty public warrants that are not tax-exempt organizations.

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Distributions

Provided that Broadmark Realty qualifies as a REIT, distributions made to its taxable U.S. Holders out of its current or accumulated earnings and profits, and not designated as capital gain dividends, generally will be taken into account by them as ordinary dividend income and will not be eligible for the dividends received deduction for corporations. Dividends received from REITs generally are not eligible to be taxed at the preferential qualified dividend income rates applicable to non-corporate U.S. Holders who receive dividends from taxable subchapter C corporations.

In addition, distributions from Broadmark Realty that are designated as capital gain dividends will be taxed to U.S. Holders as long-term capital gains, to the extent that they do not exceed Broadmark Realty’s actual net capital gain for the taxable year, without regard to the period for which the U.S. Holder has held Broadmark Realty stock. To the extent that Broadmark Realty elects under the applicable provisions of the Code to retain Broadmark Realty’s net capital gains, U.S. Holders will be treated as having received, for U.S. federal income tax purposes, their proportionate share of Broadmark Realty’s undistributed capital gains as well as a corresponding credit for their proportionate share of the taxes paid by Broadmark Realty on such retained capital gains. U.S. Holders will increase their adjusted tax basis in Broadmark Realty common stock by the difference between their proportionate share of such retained capital gain and their proportionate share of the tax paid by Broadmark Realty. Long-term capital gains generally are taxable at reduced maximum federal rates in the case of U.S. Holders taxed at the rates applicable to individuals, and ordinary income rates for U.S. Holders taxed at the rates applicable to corporations.

Distributions in excess of Broadmark Realty’s current and accumulated earnings and profits will not be taxable to a U.S. Holder to the extent that they do not exceed the adjusted tax basis of the U.S. Holder’s shares in respect of which the distributions were made, but rather will reduce the adjusted tax basis of those shares. To the extent that such distributions exceed the adjusted tax basis of an individual U.S. Holder’s shares, they will be included in income as long-term capital gain, or short-term capital gain if the shares have been held for one year or less. In addition, any dividend declared by Broadmark Realty in October, November or December of any year and payable to a U.S. Holder of record on a specified date in any such month will be treated as both paid by Broadmark Realty and received by the U.S. Holder on December 31 of such year, provided that the dividend is actually paid by Broadmark Realty before the end of January of the following calendar year.

With respect to U.S. Holders who are taxed at the rates applicable to individuals, Broadmark Realty may elect to designate a portion of Broadmark Realty’s distributions paid to such U.S. Holders as “qualified dividend income.” A portion of a distribution that is properly designated as qualified dividend income is taxable to such U.S. Holders at the same rates as capital gain, provided that the U.S. Holder has held the common stock with respect to which the distribution is made for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which such common stock became ex-dividend with respect to the relevant distribution. The maximum amount of Broadmark Realty’s distributions eligible to be designated as qualified dividend income for a taxable year is equal to the sum of:

• the qualified dividend income received by Broadmark Realty during such taxable year from non-REIT C corporations (including any TRS in which Broadmark Realty may own an interest);

• the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the U.S. federal income tax paid by Broadmark Realty with respect to such undistributed REIT taxable income; and

• the excess of any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction or conversion transaction from a non-REIT C corporation over the U.S. federal income tax paid by Broadmark Realty with respect to such built-in gain.

In addition, the total amount of dividends that Broadmark Realty may designate as “qualified dividend income” or “capital gain dividends” may not exceed Broadmark Realty’s dividends paid for the taxable year. Generally, dividends that Broadmark Realty receives will be treated as qualified dividend income for purposes of the first bullet above if the dividends are received from a domestic C corporation (other than a REIT or an entity taxed as a regulated investment company, or “RIC,” for U.S. federal income tax purposes), any TRS Broadmark Realty may form, or a “qualifying foreign corporation” and specified holding period and other requirements are met.

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Under H.R. 1, originally known as the “Tax Cuts and Jobs Act,” dividends received by non-corporate U.S. Holders from Broadmark Realty that are neither attributable to “qualified dividend income” nor designated as “capital gain dividends” will be eligible for a deduction equal to 20% of the amount of such dividends in taxable years beginning before January 1, 2026.

To the extent that Broadmark Realty has available net operating losses and capital losses carried forward from prior tax years, such losses may, subject to limitations, reduce the amount of distributions that must be made in order to comply with the REIT distribution requirements. See “—Annual Distribution Requirements.” Such losses, however, are not passed through to U.S. Holders and do not offset income of U.S. Holders from other sources, nor do they affect the character of any distributions that are actually made by Broadmark Realty, which generally are subject to tax in the hands of U.S. Holders to the extent that Broadmark Realty has current or accumulated earnings and profits.

Dispositions of Broadmark Realty Stock and Broadmark Realty Public Warrants

In general, a U.S. Holder will realize gain or loss upon the sale or other taxable disposition of Broadmark Realty stock or Broadmark Realty public warrants in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. Holder’s adjusted tax basis in the stock or warrants, as applicable, at the time of the disposition. In general, a U.S. Holder’s adjusted tax basis will equal the U.S. Holder’s acquisition cost, and in the case of Broadmark Realty stock, increased by the excess of net capital gains deemed distributed to the U.S. Holder (discussed above) less tax deemed paid on such gain and reduced by distributions in excess of Broadmark Realty’s current and accumulated earnings and profits as described above under “—Distributions.” In general, capital gains and losses recognized by a U.S. Holder upon the disposition of Broadmark Realty stock or Broadmark Realty public warrants will be treated as long-term capital gains and losses if the Broadmark Realty stock or Broadmark Realty public warrants have been held for more than one year at the time of disposition and will be treated as short-term capital gains and losses if the Broadmark Realty stock or Broadmark Realty public warrants have been held for one year or less at the time of disposition.

In general, long-term capital gains recognized by non-corporate U.S. Holders upon the sale or disposition of shares of Broadmark Realty stock or Broadmark Realty public warrants will be subject to a reduced maximum U.S. federal income tax rate, and short-term capital gains will be taxed at ordinary income rates. Gains recognized by U.S. Holders that are corporations are subject to U.S. federal income tax at the regular corporate rate, whether or not classified as long-term capital gains.

Capital losses generally are available only to offset capital gain income of the U.S. Holder but not ordinary income (except in the case of non-corporate taxpayers, who may offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of shares of Broadmark Realty stock by a U.S. Holder who has held the stock for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of distributions received from Broadmark Realty that were required to be treated by the U.S. Holder as long-term capital gain. U.S. Holders are advised to consult with their tax advisors with respect to their capital gain tax liability with respect to a sale of Broadmark Realty stock or Broadmark Realty public warrants.

Passive Activity Losses and Investment Interest Limitations

Distributions made by Broadmark Realty and gain arising from the sale or exchange by a U.S. Holder of Broadmark Realty stock or Broadmark Realty public warrants will not be treated as passive activity income. As a result, U.S. Holders will not be able to apply any “passive losses” against income or gain relating to Broadmark Realty stock or Broadmark Realty public warrants. Distributions made by Broadmark Realty, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation. A U.S. Holder that elects to treat capital gain dividends, capital gains from the disposition of stock or qualified dividend income as investment income for purposes of the investment interest limitation will be taxed at ordinary income rates on such amounts.

Medicare Tax

Certain U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on dividends and other income, including capital gain from the sale or disposition of Broadmark Realty stock or Broadmark Realty public warrants.

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Exercise or Lapse of a Warrant

Except as discussed below with respect to the cashless exercise of a warrant, you generally will not recognize taxable gain or loss as a result of the acquisition of Broadmark Realty common stock upon exercise of Broadmark Realty public warrants. Your tax basis in each share of Broadmark Realty common stock received upon exercise of Broadmark Realty public warrants generally will be an amount equal to the sum of your initial tax basis in such warrants and the exercise prices. Your holding period for the Broadmark Realty common stock received upon exercise of such warrants will begin on the date following the date of exercise (or possibly the date of exercise) of such warrants and will not include the period during which you held such warrant. If a Broadmark Realty public warrant is allowed to lapse unexercised, you generally will recognize a capital loss equal to your tax basis in the warrants.

The tax consequences of a cashless exercise of Broadmark Realty public warrants are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either case, your basis in the Broadmark Realty common stock received would equal your basis in the Broadmark Realty public warrants exercised. If the cashless exercise were treated as not being a gain realization event, your holding period in the Broadmark Realty common stock would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Broadmark Realty public warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Broadmark Realty common stock would include your holding period in the Broadmark Realty public warrants exercised.

It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. In such event, you could be deemed to have surrendered an amount of Broadmark Realty public warrants exercisable for the number of shares of Broadmark Realty common stock having a value equal to the exercise price for the total number of Broadmark Realty public warrants to be exercised. You would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Broadmark Realty public warrants deemed surrendered and your tax basis in the Broadmark Realty public warrants deemed surrendered. In this case, your tax basis in the Broadmark Realty common stock received would be expected to be equal to the sum of the fair market value of the Broadmark Realty common stock received in respect of the Broadmark Realty public warrants deemed surrendered and your tax basis in the Broadmark Realty public warrants exercised. Your holding period for the Broadmark Realty common stock would commence on the date following the date of exercise (or possibly the date of exercise) of the Broadmark Realty public warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, you should consult your tax advisor regarding the tax consequences of a cashless exercise of Broadmark Realty public warrants.

Possible Constructive Distributions

The terms of each Broadmark Realty public warrant provide for an adjustment to the number of shares of common stock for which the warrant may be exercised or to the exercise price of the warrant in certain circumstances, as discussed in the section of this prospectus entitled “Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants—Exercise or Lapse of a Warrant.” If you are a U.S. Holder of Broadmark Realty public warrants, you would be treated as receiving a constructive distribution from Broadmark Realty if the adjustment increases your proportionate interest in Broadmark Realty’s assets or earnings and profits (e.g., through an increase in the number of shares of common stock that would be obtained upon exercise) as a result of a distribution of cash to the holders of shares of Broadmark Realty stock that is treated as a dividend, as described under “—Distributions” above. Such a constructive distribution would be subject to tax as an ordinary dividend as described under that section in the same manner as if you received a cash distribution from Broadmark Realty.

Information Reporting and Backup Withholding

Trinity and Broadmark Realty, or their respective paying agents, must report annually to U.S. Holders and the IRS amounts paid to such holders on or with respect to Trinity Class A common stock or Broadmark Realty stock, as applicable, during each calendar year, the amount of proceeds from the sale of Trinity Class A common stock or Broadmark Realty stock, as applicable, and the amount of tax, if any, withheld from such payments. A U.S. Holder will be subject to backup withholding on dividends paid on Trinity Class A common stock or Broadmark Realty stock

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and proceeds from the sale of Trinity Class A common stock or Broadmark Realty stock at the applicable rate if the U.S. Holder is not otherwise exempt and (i) the holder fails to provide Trinity or Broadmark Realty, as applicable, or its respective paying agent, with a correct taxpayer identification number, (ii) Trinity or Broadmark Realty, as applicable, or its respective paying agent, are notified by the IRS that the holder provided an incorrect taxpayer identification number, (iii) Trinity or Broadmark Realty, as applicable, or its respective paying agent, are notified by the IRS that the holder failed to properly report payments of interest or dividends or (iv) the holder fails to certify under penalty of perjury that it has provided a correct taxpayer identification number and has not been notified by the IRS that it is subject to backup withholding. A U.S. Holder generally may establish that it is exempt from or otherwise not subject to backup withholding by providing a properly completed IRS Form W-9 to Trinity or Broadmark Realty, as applicable, or its respective paying agent.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Taxation of Tax-Exempt U.S. Holders

U.S. tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their unrelated business taxable income, which is referred to in this discussion as unrelated business taxable income, or “UBTI.” Distributions by Broadmark Realty, income from the sale of Broadmark Realty stock, and income attributable to the exercise of a Broadmark Realty public warrant, generally should not give rise to UBTI to a tax-exempt U.S. Holder provided that:

• a tax-exempt U.S. Holder has not held Broadmark Realty stock or Broadmark Realty public warrants as “debt financed property” within the meaning of the Code (i.e., where the acquisition or holding of the property is financed through a borrowing by the tax-exempt stockholder);

• Broadmark Realty stock or Broadmark Realty public warrants is not otherwise used in an unrelated trade or business; and

• Broadmark Realty does not hold an asset that gives rise to excess inclusion income.

In certain circumstances, a pension trust that (i) is described in Section 401(a) of the Code, (ii) is tax exempt under Section 501(a) of the Code, and (iii) owns more than 10% of Broadmark Realty stock could be required to treat a percentage of the dividends from Broadmark Realty as UBTI if Broadmark Realty is a “pension-held REIT.” Broadmark Realty will not be a pension-held REIT unless (i) either (a) one pension trust owns more than 25% of the value of Broadmark Realty stock, or (b) a group of pension trusts, each individually holding more than 10% of the value of Broadmark Realty stock, collectively owns more than 50% of such stock; and (ii) Broadmark Realty would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that stock owned by such trusts shall be treated, for purposes of the requirement that not more than 50% of the value of the outstanding stock of a REIT is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities), as owned by the beneficiaries of such trusts. Certain restrictions limiting ownership and transfer of Broadmark Realty stock generally should prevent a tax-exempt entity from owning more than 10% of the value of Broadmark Realty stock, or Broadmark Realty from becoming a pension-held REIT, however, no assurances can be provided.

Tax-exempt U.S. Holders are urged to consult their tax advisors regarding the U.S. federal, state and local tax consequences of owning Broadmark Realty stock and Broadmark Realty public warrants.

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Taxation of Non-U.S. Holders

The following is a summary of certain U.S. federal income tax consequences of the acquisition, ownership and disposition of Broadmark Realty stock and Broadmark Realty public warrants applicable to Non-U.S. Holders of Broadmark Realty stock and Broadmark Realty public warrants. The discussion is based on current law and is for general information only. It addresses only selective and not all aspects of U.S. federal income taxation of Non-U.S. Holders. In addition, this discussion assumes that:

• a Non-U.S. Holder will not have held more than 10% of either any class of Broadmark Realty stock or the Broadmark Realty public warrants (taking into account applicable constructive ownership rules) at any time during the five-year period ending on the date on which such Non-U.S. Holder disposes of Broadmark Realty stock or Broadmark Realty public warrants, as applicable, or receives distributions from Broadmark Realty; and

• Each class of Broadmark Realty stock and the Broadmark Realty public warrants are and will continue to be “regularly traded” on an established securities market located in the United States within the meaning of the applicable Code provision and Treasury regulations (although there can be no assurance that this will continue to be the case).

Ordinary Dividends

Any distributions Broadmark Realty makes to Non-U.S. Holders with respect to shares of Broadmark Realty stock, to the extent paid out of Broadmark Realty’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the conduct of a trade or business within the United States of the Non-U.S. Holder, Broadmark Realty generally will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless the Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of such Non-U.S. Holder’s eligibility for such reduced rate (on an applicable IRS Form W-8). Under some treaties, however, lower rates generally applicable to dividends do not apply to dividends from REITs. In addition, any portion of the dividends paid to Non-U.S. Holders that are treated as excess inclusion income will not be eligible for exemption from the 30% withholding tax or a reduced treaty rate. In the case of a taxable stock dividend with respect to which any withholding tax is imposed, Broadmark Realty may have to withhold or dispose of part of the stock otherwise distributable in such dividend and use such stock or the proceeds of such disposition to satisfy the withholding tax imposed.

The withholding tax does not apply to dividends paid to Non-U.S. Holders that provide a Form W-8ECI, certifying that the dividends are effectively connected with their conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident. A Non-U.S. Holder that is a corporation that receives effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Non-Dividend Distributions

Any distribution not constituting a dividend will be treated first as reducing (but not below zero) a Non-U.S. Holder’s adjusted tax basis in such holder’s shares of Broadmark Realty stock and, to the extent such distribution exceeds such holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Broadmark Realty stock that would be subject to the rules discussed below under “—Dispositions of Broadmark Realty Stock and Broadmark Realty Public Warrants.” Unless either (i) any gain is effectively connected with the conduct of a trade or business by such Non-U.S. Holder within the United States (or, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by such holder) or (ii) such Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met, distributions by Broadmark Realty which are not dividends will not be subject to U.S. federal income or withholding tax. If Broadmark Realty cannot determine at the time at which a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. However, a Non-U.S. Holder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of Broadmark Realty’s current and accumulated earnings and profits.

130

Capital Gain Dividends

Capital gain dividends received by Non-U.S. Holders from Broadmark Realty generally are not subject to U.S. federal income or withholding tax, unless either (i) the receipt of such dividends are effectively connected with the conduct of a trade or business by such Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by such holder) or (ii) such Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

However, under Section 897 of the Code, a distribution made by Broadmark Realty to a Non-U.S. Holder, to the extent attributable to gain from the disposition of a “U.S. real property interest” held by Broadmark Realty directly or through pass-through or certain other subsidiaries, will be treated as an ordinary dividend subject to the rules discussed above under “—Ordinary Dividends.”

Dispositions of Broadmark Realty Stock and Broadmark Realty Public Warrants

Gain recognized by a Non-U.S. Holder from the sale of Broadmark Realty stock or Broadmark Realty public warrants (including gain recognized as a result of a Broadmark Realty public warrant’s exercise, if such exercise is a taxable event, as described above in “—Taxation of Taxable U.S. Holders of Broadmark Realty Stock and Broadmark Realty Public Warrants—Exercise or Lapse of a Warrant”) generally will not be subject to U.S. federal income or withholding tax, except in two cases: (i) if any gain is effectively connected with the conduct of a trade or business by such Non-U.S. Holder within the United States (or, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by such holder) or (ii) if such Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

FATCA

FATCA imposes a 30% U.S. federal withholding tax on payments of dividends on Broadmark Realty common stock made to (i) a “foreign financial institution,” as defined under such rules, unless such institution enters into an agreement with the Department of Treasury to, among other things, collect and provide to it substantial information regarding such institution’s United States financial account holders, including certain account holders that are non-U.S. entities with United States owners or, in the case of a foreign financial institution in a jurisdiction that has entered into an intergovernmental agreement with the United States, such institution complies with the requirements of such agreement and (ii) a “non-financial foreign entity,” as defined under such rules, unless such entity provides the paying agent with a certification that it does not have any substantial United States owners or a certification identifying the direct and indirect substantial United States owners of the entity, unless in each case, an exemption applies.

Information Reporting and Backup Withholding

Information returns may be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of Trinity units, shares of Trinity Class A common stock, Trinity public warrants, shares of Broadmark Realty stock and Broadmark Realty public warrants. Non-U.S. Holders may have to comply with certification procedures to establish that such Non-U.S. Holders are not United States persons in order to avoid backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to the tax laws, with or without retroactive application, could materially and adversely affect Broadmark Realty and its stockholders. Broadmark Realty cannot predict how changes in the tax laws might affect Broadmark Realty or its stockholders. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect Broadmark Realty’s ability to qualify as a REIT or the U.S. federal income tax consequences of such qualification.

131

State, Local and Non-U.S. Taxes

Broadmark Realty and the holders of Broadmark Realty’s securities may be subject to state, local or non-U.S. taxation in various jurisdictions, including those in which it or they transact business, own property or reside. The state, local or non-U.S. tax treatment of Broadmark Realty and its stockholders may not conform to the U.S. federal income tax treatment discussed above. Any non-U.S. taxes incurred by Broadmark Realty would not pass through to stockholders as a credit against their U.S. federal income tax liability. Prospective stockholders should consult their tax advisors regarding the application and effect of state, local and non-U.S. income and other tax laws on an investment in Broadmark Realty stock.

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SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY GROUP

PBRELF I

The following tables set forth selected financial information and operating data for PBRELF I. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—PBRELF I ,” and PBRELF I’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the year ended December 31, 2018, and the selected balance sheet data as of December 31, 2018, from PBRELF I’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the years ended December 31, 2017 and 2016, and the selected balance sheet data as of December 31, 2017, from PBRELF I’s audited consolidated financial statements as of December 31, 2017 and for the years ending December 31, 2017 and 2016 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company Group’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. PBRELF I’s historical results may not be indicative of the results that may be achieved in the future.

PBRELF I Statement of Operations

	Six months ended June 30,				Years ended December 31,
	2019		2018		2018			2017			2016
Investment income
Interest income	$	20,969,210	$	13,953,116	$	31,794,623		$	20,731,092		$	17,846,562
Fee income		1,796,309		1,368,064		3,623,261			2,380,506			1,816,486
Other		—		—		—			—			2,844
Total investment income	$	22,765,519	$	15,321,180	$	35,417,884		$	23,111,598		$	19,665,892
Expense
Provision for loan losses		239,904		339,672		1,615,506			—			—
Real estate properties, net of gains		686,345		—		(397,855	)		—			—
Professional fees		253,469		68,381		272,829			140,175			93,178
Taxes		126,278		37,430		115,267			42,792			102,473
Other		11,094		10,307		18,527			15,424			19,191
Total expenses	$	1,317,090	$	455,790	$	1,624,274		$	198,391		$	214,842
Net investment income/net income	$	21,448,429	$	14,865,390	$	33,793,610		$	22,913,207		$	19,451,050
Losses on investment in real estate properties
Realized									(137,256	)		—
Unrealized									(330,190	)		(137,540	)
Net increase in members’ equity from operations								$	22,445,761		$	19,313,510
Comparative net income	$	21,448,429	$	14,865,390	$	33,793,610		$	22,445,761		$	19,313,510

133

PBRELF I Balance Sheet Data

	As of June 30, 2019			As of December 31,
				2018			2017
Assets
Cash and cash equivalents	$	118,046,867		$	43,973,095		$	33,321,574
Mortgage notes receivable, net		294,701,950			303,992,370			194,769,364
Interest and fees receivable		1,828,147			791,576			251,157
Investment in real estate property, net		5,643,577			10,381,543			8,502,724
Other receivables		3,500,474			1,588,810
Total assets	$	423,721,015		$	360,727,394		$	236,844,819
Liabilities and members’ equity
Liabilities
Accounts payable and accrued expenses	$	1,344,060		$	1,229,860		$	256,292
Dividends payable		3,332,057			3,229,864			2,326,598
Contributions received in advance		19,249,250			8,449,738			2,772,559
Total liabilities	$	23,925,367		$	12,909,462		$	5,355,449
Commitments and contingencies
Preferred units - preferred units (voting)		401,190,853			348,727,085			231,489,370
Common units, $0 par value, 1 unit authorized:		—			—			—
Accumulated deficit		(1,395,205	)		(909,153	)		—
Members’ equity	$	399,795,648		$	347,817,932		$	231,489,370
Total liabilities and members’ equity	$	423,721,015		$	360,727,394		$	236,844,819

Due to PBRELF I’s REIT election on October 1, 2018, the financial statements as of and for the year ended December 31, 2018 reflect Net Income in accordance with accounting principles generally accepted under U.S. GAAP. For the years ended December 31, 2017 and 2016, PBRELF I met the guidelines ASC 946, which caused it to report Net increase to members’ equity from operations, which is compared to 2018 net income. Comparative Net Income is a term used to compare Net income to prior periods net increase to members equity from operations.

BRELF II

The following tables set forth selected financial information and operating data for BRELF II. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF II, ” and BRELF II’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the year ended December 31, 2018, and the selected balance sheet data as of December 31, 2018, from BRELF II’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the years ended December 31, 2017 and 2016, and the selected balance sheet data as of December 31, 2017, from BRELF II’s audited consolidated financial statements as of December 31, 2017 and for the years ending December 31, 2017 and 2016 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company Group’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. BRELF II’s historical results may not be indicative of the results that may be achieved in the future.

134

BRELF II Statement of Operations

	Six months ended June 30,					Years ended December 31,
	2019			2018		2018		2017		2016
Investment income
Interest income	$	22,168,441		$	9,799,570	$	26,084,146	$	11,040,722	$	5,027,198
Fee income		2,521,120			1,563,258		3,687,767		1,658,703		627,274
Other		—			—		—		236		301
Total investment income	$	24,689,561		$	11,362,828	$	29,771,913	$	12,699,661	$	5,654,773
Expense
Provision for loan losses		(167,146	)		278,292		167,142		—		—
Real estate properties, net of gains		(167,587	)		166,142		234,873		—		—
Professional fees		156,109			51,350		199,850		91,953		51,370
Taxes		—			—		—		—		—
Other		20,529			14,750		41,133		17,012		10,021
Total expenses	$	(158,095	)	$	510,534	$	642,998	$	108,965	$	61,391
Net investment income/Net Income	$	24,847,656		$	10,852,294	$	29,128,915	$	12,590,696	$	5,593,382
Losses on investment in real estate properties
Realized
Unrealized
Net increase in members’ equity from operations								$	12,590,696	$	5,593,382
Comparative Net Income	$	24,847,656		$	10,852,294	$	29,128,915	$	12,590,696	$	5,593,382

BRELF II Balance Sheet Data

	As of June 30, 2019		As of December 31,
			2018			2017
Assets
Cash and cash equivalents	$	54,344,691	$	62,851,974		$	31,897,657
Mortgage notes receivable, net		411,748,728		278,039,620			123,322,074
Interest and fees receivable		792,879		443,040			106,766
Investment in real estate property, net		—		1,709,729			1,311,550
Total assets	$	466,886,298	$	343,044,363		$	156,638,047
Liabilities and members’ equity
Liabilities
Accounts payable and accrued expenses	$	1,165,399	$	368,123		$	334,281
Dividends payable		4,211,710		3,000,497			1,366,610
Contributions received in advance		18,278,305		15,987,507			4,597,233
Total liabilities	$	23,655,414	$	19,356,127		$	6,298,124
Commitments and contingencies
Preferred units - preferred units (voting)		443,114,279		324,035,624			150,339,923
Common units, $0 par value, 1 unit authorized:		—		—			—
Retained earnings (accumulated deficit)		116,605		(347,388	)		—
Members’ equity	$	443,230,884	$	323,688,236		$	150,339,923
Total liabilities and members’ equity	$	466,886,298	$	343,044,363		$	156,638,047

135

BRELF III

The following tables set forth selected financial information and operating data for BRELF III. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF III, ” and BRELF III’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the period from January 24, 2018 (date of inception) through December 31, 2018, and the selected balance sheet data as of December 31, 2018, from BRELF III’s audited financial statements as of December 31, 2018 and for the period from January 24, 2018 (date of inception) through December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited financial statements have been prepared on the same basis as the Company Group’s audited financial statements as of December 31, 2018 and for the period from January 24, 2018 (date of inception) through December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. BRELF III’s historical results may not be indicative of the results that may be achieved in the future.

BRELF III Statement of Operations

	Six months ended June 30,				January 24, 2018 through December 31, 2018
	2019		2018
Investment income
Interest income	$	918,240	$	101,507	$	549,961
Fee income		96,621		34,180		103,764
Total investment income	$	1,014,861	$	135,687	$	653,725
Expense
Professional fees		66,131		4,062		—
Other		16,250		—		17,112
Total expenses	$	82,381	$	4,062	$	17,112
Net investment income/Net income before provision for income taxes		932,480		131,625		636,613
Provision for income taxes		—		—		90,000
Net income	$	932,480	$	131,625	$	546,613
Comparative Net Income	$	932,480	$	131,625	$	546,613

BRELF III Balance Sheet Data

	As of June 30, 2019		As of December 31, 2018
Assets
Cash and cash equivalents	$	7,447,783	$	4,124,069
Mortgage notes receivable, net		13,800,445		7,539,360
Interest and fees receivable		17,981		5,248
Other receivables		43,750		—
Total assets	$	21,309,959	$	11,668,677
Liabilities and members’ equity
Liabilities
Accounts payable and accrued expenses	$	93,801	$	134,937
Dividends payable		169,899		103,097
Contributions received in advance		2,275,000		70,000
Total liabilities	$	2,538,700	$	308,034

136

	As of June 30, 2019			As of December 31, 2018
Commitments and contingencies
Preferred units - preferred units (voting)		18,857,191			11,450,642
Common units, $0 par value, 1 unit authorized:		—			—
Accumulated deficit		(85,932	)		(89,999	)
Members’ equity	$	18,771,259		$	11,360,643
Total liabilities and members’ equity	$	21,309,959		$	11,668,677

BRELF IV

The following tables set forth selected financial information and operating data for BRELF IV. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF IV, ” and BRELF IV’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the period from February 28, 2019 (date of inception) through June 30, 2019, and the selected balance sheet data as of June 30, 2019, from the Company Group’s audited financial statements included elsewhere in this joint proxy statement/prospectus.

BRELF IV Statement of Operations

	February 28, 2019 through June 30, 2019
Investment income
Interest income	$	22,676
Fee income		12,594
Total investment income	$	35,270
Expense
Other		186
Total expenses	$	186
Net investment income/net income	$	35,084

BRELF IV Balance Sheet Data

	As of June 30, 2019
Assets
Cash and cash equivalents	$	803,290
Mortgage notes receivable, net		1,744,857
Interest and fees receivable		546
Total assets	$	2,548,693
Liabilities and members’ equity
Accounts payable and accrued expenses	$	1,052
Dividends payable		16,360
Contributions received in advance		100,000
Total liabilities	$	117,412
Commitments and contingencies
Preferred units—preferred units (voting)		2,429,804
Common units, $0 par value, 1 unit authorized:		—
Retained earnings		1,477
Members’ equity	$	2,431,281
Total liabilities and members’ equity	$	2,548,693

137

MgCo I

The following tables set forth selected financial information and operating data for MgCo I. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—MgCo I ,” and MgCo I’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the years ended December 31, 2018, 2017 and 2016, and the selected balance sheet data as of December 31, 2018 and 2017, from MgCo I’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim financial statements have been prepared on the same basis as MgCo I’s consolidated financial statements included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. MgCo I’s historical results may not be indicative of the results that may be achieved in the future.

MgCo I Statement of Operations

	Six months Ended June 30,				For the Years Ended December 31,
	2019		2018		2018		2017		2016
Revenue
Loan fees	$	7,351,578	$	5,585,585	$	14,719,416	$	9,680,238	$	7,365,831
Distributions from PBRELF I		2,162,258		1,492,536		3,454,135		2,145,457		1,865,560
Total revenue	$	9,513,836	$	7,078,121	$	18,173,551	$	11,825,695	$	9,231,391
Expenses
Compensation		1,220,281		781,235		1,645,025		1,101,429		1,055,188
Commissions to Broadmark Capital LLC		1,374,303		1,000,027		2,213,306		1,260,854		1,019,100
G&A expense		265,961		256,492		379,030		732,027		445,049
Excise tax expense		128,294		106,464		287,760		169,293		130,976
Legal, audit, insurance		448,006		285,932		504,188		297,731		171,907
Depreciation expense		34,308		40,000		96,000		48,000		43,958
Inspection fees		140,236		107,186		206,272		115,913		107,080
Other		4,063		—		—		—		—
Total expenses	$	3,615,452	$	2,577,336	$	5,331,581	$	3,725,247	$	2,973,258
Net income	$	5,898,384	$	4,500,785	$	12,841,970	$	8,100,448	$	6,258,133

MgCo I Balance Sheet

	As of June 30, 2019		As of December 31,
			2018		2017
Assets
Current assets
Cash	$	1,220,748	$	101,634	$	97,041
Fees receivable from escrow		190,400		226,521		287,988
Due from related parties		1,849,799		945,990		449,537
Other assets		34,006		—		—
	$	3,294,953	$	1,274,145	$	834,566
Noncurrent assets
Fixed assets, net of depreciation		224,614		192,262		27,944
Organization costs		6,293		6,817		7,866
	$	230,907	$	199,079	$	35,810
Total assets	$	3,525,860	$	1,473,224	$	870,376

138

	As of June 30, 2019		As of December 31,
			2018		2017
Liabilities and members’ equity
Liabilities
Accrued expenses		314,465		154,110		422,679
Related party payables		—		—		—
Total liabilities	$	314,465	$	154,110	$	422,679
Class A units		200		200		200
Class P units		—		—		—
Additional paid in capital		993,614		259,450		—
Retained earnings		2,217,581		1,059,464		447,497
Members’ equity	$	3,211,395	$	1,319,114	$	447,697
Total liabilities and members’ equity	$	3,525,860	$	1,473,224	$	870,376

MgCo II

The following tables set forth selected financial information and operating data for MgCo II. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo II, ” and MgCo II’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the years ended December 31, 2018, 2017 and 2016, and the selected balance sheet data as of December 31, 2018 and 2017, from MgCo II’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim financial statements have been prepared on the same basis as MgCo II’s audited financial statements included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. MgCo II’s historical results may not be indicative of the results that may be achieved in the future.

MgCo II Statement of Operations

	Six months Ended June 30,				For the Years Ended December 31,
	2019		2018		2018		2017		2016
Revenue
Loan fees	$	10,035,131	$	6,304,331	$	14,854,833	$	6,727,010	$	2,546,701
Distributions from BRELF II		2,544,565		1,177,729		3,102,070		1,267,418		586,283
Total revenue	$	12,579,696	$	7,482,060	$	17,956,903	$	7,994,428	$	3,132,984
Expenses
Compensation		1,639,420		631,000		1,850,464		695,381		335,897
Commissions to Broadmark Capital LLC		1,622,242		787,877		2,299,528		1,060,441		443,969
G&A expense		797,751		471,343		1,254,994		441,089		238,796
Legal, audit, insurance		348,800		52,060		97,499		67,680		26,874
Inspection fees		53,523		55,357		117,780		66,103		39,100
Total expenses	$	4,461,736	$	1,997,637	$	5,620,265	$	2,330,694	$	1,084,636
Net income	$	8,117,960	$	5,484,423	$	12,336,638	$	5,663,734	$	2,048,348

139

MgCo II Balance Sheet

	As of June 30, 2019		As of December 31,
			2018		2017
Assets
Current assets
Cash	$	2,612,870	$	1,114,173	$	819,611
Fees receivable from escrow		131,430		780,909		205,594
Due from related entities		1,105,103		—		—
Other assets		82,494		127,664		41,700
Total assets	$	3,931,897	$	2,022,746	$	1,066,905
Liabilities and members’ equity
Liabilities
Accounts payable		283,946		577,477		5,499
Related party payables		544,546		416,071		885,961
Total liabilities	$	828,492	$	993,548	$	891,460
Class A units		600		600		600
Additional paid in capital		266,264		266,264		255,170
Retained earnings (accumulated deficit)		2,836,541		762,334		(80,325	)
Members’ equity	$	3,103,405	$	1,029,198	$	175,445
Total liabilities and members’ equity	$	3,931,897	$	2,022,746	$	1,066,905

MgCo III

The following tables set forth selected financial information and operating data for MgCo III. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo III, ” and MgCo III’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the year ended December 31, 2018, and the selected balance sheet data as of December 31, 2018, from MgCo III’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim financial statements have been prepared on the same basis as MgCo III’s audited financial statements included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. MgCo III’s historical results may not be indicative of the results that may be achieved in the future.

MgCo III Statement of Operations

	Six months Ended June 30,					For the Year Ended December 31,
	2019		2018			2018
Revenue
Loan fees	$	413,119	$	138,268		$	428,481
Distributions from BRELF III		95,521		11,286			60,290
Total revenue	$	508,640	$	149,554		$	488,771
Expenses
Compensation		227,052		202,771			449,918
Commissions to Broadmark Capital LLC		77,857		45,713			119,506
G&A expense		85,332		36,460			119,543
Legal, audit, insurance		81,562		30,684			65,976
Inspection fees		22,250		1,450			14,955
Total expenses	$	494,053	$	317,078		$	769,898
Net income (loss)	$	14,587	$	(167,524	)	$	(281,127	)

140

MgCo III Balance Sheet

	As of June 30, 2019			As of December 31, 2018
Assets
Current assets
Cash	$	20,846		$	69,247
Due from related entity		42,133			22,952
Other assets		3,102			635
Total assets	$	66,081		$	92,834
Liabilities and members’ equity
Liabilities
Payroll liabilities		1,419			1,419
Accounts payable		4,684			9,323
Related party payables		29,699			187,371
Total liabilities	$	35,802		$	198,113
Class A units		200			200
Additional paid in capital		362,914			241,943
Accumulated deficit		(332,835	)		(347,422	)
Members’ equity (deficit)	$	30,279		$	(105,279	)
Total liabilities and members’ equity	$	66,081		$	92,834

MgCo IV

The following tables set forth selected financial information and operating data for MgCo IV. You should read the following selected financial information and operating data in conjunction with the section entitled “ Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations ^__ MgCo IV, ” and MgCo IV’s financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the selected statements of operations data and other financial data for the period from January 1, 2019 (date of inception) through June 30, 2019, and the selected balance sheet data as of June 30, 2019, from the Company Group’s audited financial statements included elsewhere in this joint proxy statement/prospectus. MgCo IV’s historical results may not be indicative of the results that may be achieved in the future.

MgCo IV Statement of Operations

	Six months Ended June 30, 2019
Revenue
Loan fees	$	50,375
Distributions from BRELF IV		2,617
Total revenue	$	52,992
Expenses
Compensation		247,053
Commissions to Broadmark Capital LLC		24,250
Professional fees		75,545
General and administrative		6,910
Total expenses	$	353,758
Net loss	$	(300,766	)

141

MgCo IV Balance Sheet

	As of June 30, 2019
Assets
Current assets
Cash	$	9,682
Due from related entity		1,052
Other assets		3,243
Total assets	$	13,977
Liabilities and members’ equity
Liabilities
Accounts payable		2,839
Related party payables		128,629
Total liabilities	$	131,468
Class A units		200
Additional paid in capital		183,075
Accumulated deficit		(300,766	)
Members’ deficit	$	(117,491	)
Total liabilities and members’ equity	$	13,977

142

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TRINITY
CONDENSED STATEMENTS OF OPERATIONS

The following tables set forth selected financial information and operating data for Trinity. You should read the following selected financial information and operating data in conjunction with the section entitled “ Trinity Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and Trinity’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. Trinity derived the selected historical financial data and other financial data for the year ended December 31, 2018 and the selected balance sheet data as of December 31, 2018 from Trinity’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. Trinity derived the selected statements of operations data and other financial data for the three and six month periods ended June 30, 2019 and 2018, and the selected balance sheet data as of June 30, 2019, from Trinity’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. Trinity’s unaudited interim consolidated financial statements have been prepared on the same basis as Trinity’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in Trinity’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. Trinity’s historical results may not be indicative of the results that may be achieved in the future.

Condensed Statements of Operations

	Six Months Ended June 30,			For the Period from January 24, 2018 (inception) through June 30,			For the Period from January 24, 2018 (inception) through December 31,
	2019			2018			2018
	(unaudited)			(unaudited)			(audited)
Formation and operating costs	$	1,920,634		$	183,006			552,724
Loss from operations		(1,920,634	)		(183,006	)		(552,724	)
Other income:
Interest income on marketable securities held in Trust Account		4,261,462			775,735			4,533,775
Income before provision for income taxes		2,340,828			592,729			3,981,051
Provision for income taxes		(940,957	)		(152,404	)		(836,021	)
Net income (loss)	$	1,399,871		$	440,325			3,145,030
Weighted average shares outstanding of Class A common stock		34,500,000			34,500,000			34,500,000
Basic and diluted net income per share, Class A	$	0.09		$	0.02			0.13
Weighted average shares outstanding of Class B common stock		8,625,000			8,625,000			8,625,000
Basic and diluted net loss per share, Class B	$	(0.21	)	$	(0.02	)		(0.15	)

143

Condensed Balance Sheets

	As of June 30, 2019		As of December 31, 2018
	(unaudited)		(audited)
Assets
Current Assets
Cash	$	314,416	$	650,629
Prepaid expenses		94,923		47,730
Cash and marketable securities held in Trust Account		358,742,076		—
Total Current Assets		359,151,415		698,359
Cash and marketable securities held in Trust Account		—		355,633,275
Total Assets	$	359,151,415	$	356,331,634
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	1,579,767	$	130,814
Income taxes payable		6,978		36,021
Total Current Liabilities		1,586,745		166,835
Deferred underwriting fee payable		15,525,000		15,525,000
Total Liabilities		17,111,745		15,691,835
Commitments
Common stock subject to possible redemption, 32,417,852 and 32,572,779 shares at redemption value at June 30, 2019 and December 31, 2018, respectively		337,039,669		335,639,798
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 2,082,148 and 1,927,221 issued and outstanding (excluding 32,417,852 and 32,572,779 shares subject to possible redemption) at June 30, 2019 and December 31, 2018, respectively		208		193
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2019 and December 31, 2018		863		863
Additional paid-in capital		454,029		1,853,915
Retained earnings		4,544,901		3,145,030
Total Stockholders’ Equity		5,000,001		5,000,001
Total Liabilities and Stockholders’ Equity	$	359,151,415	$	356,331,634

144

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined statement of operations for the six months ended June 30, 2019 and for the year ended December 31, 2018 are based on the historical financial statements of Trinity and the Company Group after eliminating any inter-company activity of the Company Group (Pro Forma Companies and Manager) and giving pro forma effect to the transactions described in the Merger Agreement (Pro Forma Broadmark Realty) as if they had been completed on January 1, 2018. The following unaudited pro forma condensed combined balance sheet as of June 30, 2019 are based on the historical financial statements of Trinity and the Company Group after eliminating any inter-company transactions within the Company Group (Pro Forma Companies and Management Companies and giving pro forma effect to the transactions described in the Merger Agreement (Pro Forma Broadmark Realty) as if they had been completed on that date.

The following unaudited pro forma combined financial information gives effect to the Business Combination, which consists of the series of transactions pursuant to the Merger Agreement. For accounting and financial reporting purposes, the Business Combination will be accounted for in part as a recapitalization and in part as several acquisitions in accordance with FASB ASC 805 pursuant to which BRELF II will be the accounting acquirer and Trinity, MgCo I, MgCo II, MgCo III, MgCo IV, PBRELF I, BRELF III and BRELF IV will be accounting acquirees. In determining which entity would be the accounting acquirer, management concluded it is BRELF II since it is the largest entity by assets, revenue, and income, and its members will have the largest percentage of voting rights in the combined entity.

The transaction as it relates to Trinity’s interest was deemed a recapitalization primarily because Trinity does not meet the definition of a business acquirer under the accounting standards, its investors will no longer retain control of the company after the Business Combination, by ownership percentage or board control, and its shareholders will continue only as passive investors. The acquisition accounting applies to the Companies and Management Companies, with the assets and liabilities recorded at their current fair market values. Due to the short-term nature of the assets and liabilities of the Companies and Trinity there are not material adjustments required to reflect fair market value. MgCo I, MgCo II, MgCo III and MgCo IV do not have significant assets and liabilities, which results in goodwill being recorded for the amount of fair value paid above the book value of these companies.

Subsequent to the completion of the series of Business Combination transactions, the existing Trinity shareholders will hold a 30.8% equity interest and two seats on the board of directors (representing 28.6% of the board) in the newly combined company. The existing Company Group shareholders will hold a 63.5% equity interest and two seats on the board of directors (representing 28.6% of the board), including the chairman of the board, in the newly combined company. Members of management of the Company Group will hold all of the senior executive positions of Broadmark Realty.

Each Company and each Management Company is a separate legal entity that has its own equity members. Each Company is supervised by a board of directors that has the authority to remove and replace the applicable Management Company, and each Company Group’s members have the ability to replace directors on the Company Group’s boards of directors. As a result, the historical financial statements of these entities are presented on a separate, not consolidated or combined basis.

The unaudited pro forma adjustments are based on information currently available. The unaudited pro forma combined statement of operations does not purport to represent, and is not necessarily indicative of, what the actual results of operations of the combined company would have been had the transactions in the Merger Agreement taken place on January 1, 2018, nor is it indicative of the consolidated results of operations of the combined company for any future period. The unaudited pro forma combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined company would have been had the transactions in the Merger Agreement taken place on June 30, 2019, nor is it indicative of the consolidated financial condition of the combined company as of any future date.

The unaudited pro forma combined financial information should be read in conjunction with the sections entitled “Trinity’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “PBRELF I’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “MgCo I’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “BRELF II’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “MgCo II’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “BRELF III’s’ Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “MgCo III’s

145

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “BRELF IV’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “MgCo IV’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of Trinity and the Company Group included herein.

The unaudited pro forma combined financial information has been prepared to illustrate the effect of the transactions in the Merger Agreement. It has been prepared for informational purposes only and is subject to a number of uncertainties and assumptions as described in the accompanying notes. The historical financial statements have been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are directly attributable to the transactions in the Merger Agreement, that are factually supportable and, expected to have a continuing impact on the results of the Broadmark Realty.

The unaudited pro forma combined financial information has been prepared assuming two alternative levels of redemptions of Trinity common stock for the periods ending June 30, 2019 and December 31, 2018:

• Assuming No Redemptions (Scenario I): This presentation assumes that no Trinity stockholders exercise redemption rights with respect to their public shares.

• Assuming Redemption of $125 Million of Trinity Public Shares (Scenario II): This presentation assumes that Trinity public stockholders exercise their redemption rights with respect to a maximum of $125 million of public shares. The maximum redemption is derived from the $100 million minimum amount of Cash Proceeds per the Merger Agreement.

146

Unaudited Pro Forma Condensed Combined Companies Balance Sheet
As of June 30 , 2019
( $ in Thousands)

	PBRELF I			BRELF II		BRELF III			BRELF IV		Combined Companies
Assets
Mortgage notes receivable, net	$	294,702		$	411,748	$	13,800		$	1,745	$	721,995
Cash and cash equivalents		118,047			54,345		7,448			803		180,643
Interest and fees receivable		1,828			793		18			1		2,640
Investment in real property, net		5,644			—		—			—		5,644
Other receivables		3,500			—		44			—		3,544
Total	$	423,721		$	466,886	$	21,310		$	2,549	$	914,466
Liabilities
Accounts payable and accrued expenses	$	1,344		$	1,165	$	94			1	$	2,604
Accrued distributions to members		3,332			4,212		170			16		7,730
Contributions received in advance		19,249			18,278		2,275			100		39,903
Total liabilities	$	23,925		$	23,655	$	2,539		$	117	$	50,237
Commitments and contingencies
Preferred units		401,191			443,114		18,857			2,430		865,592
Retained earnings and accumulated deficit		(1,395	)		117		(86	)		2		(1,363	)
Members’ equity	$	399,796		$	443,231	$	18,771		$	2,432	$	864,229
Total liabilities and members’ equity	$	423,721		$	466,886	$	21,310		$	2,549	$	914,466

147

Unaudited Pro Forma Condensed Combined Management Companies Balance Sheet
As of June 30 , 2019
( $ in Thousands)

	MgCo I		MgCo II		MgCo III			MgCo IV			Combined Management Companies
Assets
Cash and cash equivalents	$	1,221	$	2,613	$	21		$	10		$	3,865
Due from related parties		1,850		1,105		42			1			2,998
Interest and fees receivable		190		131		—			—			321
Other assets		265		83		3			3			354
Total	$	3,526	$	3,932	$	66		$	14		$	7,538
Liabilities
Accounts payable and accrued expenses	$	314	$	284	$	5		$	3		$	606
Payroll liabilities		—		—		1			—			1
Related party payable		—		544		30			129			703
Total liabilities	$	314	$	828	$	36		$	132		$	1,310
Commitments and contingencies
Class A units		0		1		0			0			1
Class P units		—		—		—			—			—
Retained earnings		2,218		2,837		(333	)		—			4,722
Additional paid in capital		994		266		363			183			1,806
Accumulated deficit		—		—		—			(301	)		(301	)
Members’ equity	$	3,212	$	3,104	$	30		$	(118	)	$	6,228
Total liabilities and members’ equity	$	3,526