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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

TRINITY SUB INC.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

JOINT PROXY STATEMENT FOR SPECIAL MEETINGS 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:

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 October 18, 2019 and is first being mailed to stockholders of Trinity and members of the Companies on or about October 21, 2019.

TRINITY MERGER CORP.
55 MERCHANT STREET, SUITE 1500
HONOLULU, HI 96813
   
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
   
TO BE HELD ON NOVEMBER 12, 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 Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46^th Floor, New York, NY 10166-0193, on November 12, 2019, beginning at 10:00 a.m., Eastern Time (the “Trinity Special Meeting”), for the purpose of considering and voting on the following matters:

TRINITY MERGER CORP.
55 MERCHANT STREET, SUITE 1500
HONOLULU, HI 96813
   
NOTICE OF WARRANT HOLDERS MEETING
   
TO BE HELD ON NOVEMBER 12, 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 Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46^th Floor, New York, NY 10166-0193, on November 12, 2019, beginning at 9:30 a.m., Eastern Time (the “Trinity Warrant Holders Meeting”), for the purpose of considering and voting on the following matters:

PBRELF I, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 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 475, Seattle, WA 98101 on November 12, 2019, beginning at 8:00 a.m. Pacific Time, for the purpose of Members of PBRELF I considering and voting on the following matters:

BRELF II, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 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 475, Seattle, WA 98101 on November 12, 2019, beginning at 8:30 a.m. Pacific Time, for the purpose of Members of BRELF II considering and voting on the following matters:

BRELF III, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 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 475, Seattle, WA 98101 on November 12, 2019, beginning at 9:00 a.m. Pacific Time, for the purpose of Members of BRELF III considering and voting on the following matters:

BRELF IV, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 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 475, Seattle, WA 98101 on November 12, 2019, beginning at 9:30 a.m. Pacific Time, for the purpose of Members of BRELF IV considering and voting on the following matters:

TABLE OF CONTENTS

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 October 18, 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.

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:

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.

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 PBRELF 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 business combination. 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 business combination and the voting procedures for the Trinity Special Meeting, which will be held on November 12, 2019, at 10:00 a.m. Eastern Time, at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46^th Floor, New York, NY 10166-0193, and the meetings of the members of each of PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC on November 12, 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 475, Seattle, WA 98101.

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

The Trinity Business Combination Proposal is conditioned on stockholder approval of the Incentive Plan Proposal and public warrant holder approval of the Warrant Amendment Proposal.

The Incentive Plan Proposal is conditioned on stockholder approval of the Trinity Business Combination Proposal and public warrant holder approval of the Warrant Amendment Proposal.

The Warrant Amendment Proposal is conditioned on stockholder approval of both the Trinity Business Combination Proposal and the Incentive Plan Proposal.

The Trinity Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.

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 Directors’ Reasons for the Approval of the Business Combination” for additional information.

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 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.

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.

in favor of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business 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.

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.

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.

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.

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.

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.

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

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.

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.

For Members of the Companies

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.

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.”

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.

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;

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 in shares 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.

In light of the contemplated Warrant Amendment Proposal and redemptions by the preferred unitholders of the Companies as of October 1, 2019, the Broadmark Parties requested that CSCA update the August Opinions. On October 14, 2019, the Broadmark Parties engaged CSCA to render its updated fairness opinions pursuant to a fairness opinion engagement letter dated October 14, 2019, and an engagement letter among the Broadmark Parties and CSCA, which was initially dated as of August 14, 2018 and subsequently amended on August 2, 2019 and further amended on October 14, 2019. On October 14, 2019, CSCA rendered its updated oral opinions (which were subsequently confirmed in writing, such opinions, the “October Opinions”) 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 was fair, from a financial point of view, to the preferred unitholders of each respective Company.

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.

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

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

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 “Unaudited Pro Forma Condensed Combined Financial Information.”

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.

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.

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.

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.”

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 10:00 a.m. Eastern Time on November 12, 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 October 11, 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.

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.

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.

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.

To obtain timely delivery, Trinity stockholders and Company members must request the materials no later than November 4, 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

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 warrants. The following questions and answers do not include all the information that is important to Trinity warrant holders. Trinity warrant holders are encouraged to read carefully this entire joint proxy statement/prospectus, including the Annexes and the other documents referred to herein.

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.

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.

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:

Organizational Structure

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

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 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, the units of the Management Companies 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.

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:

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:

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:

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

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, such opinions, the “August Opinions”) 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 each respective Company.

In light of the contemplated Warrant Amendment Proposal and redemptions by the preferred unitholders of the Companies as of October 1, 2019, the Broadmark Parties requested that CSCA update the August Opinions. On October 14, 2019, the Broadmark Parties engaged CSCA to render its updated fairness opinions pursuant to a fairness opinion engagement letter dated October 14, 2019, and an engagement letter among the Broadmark Parties and CSCA, which was initially dated as of August 14, 2018 and subsequently amended on August 2, 2019 and further amended on October 14, 2019. On October 14, 2019, CSCA rendered its updated oral opinions (which were subsequently confirmed in writing, such opinions, the “October Opinions”) 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 was fair, from a financial point of view, to the preferred unitholders of each respective Company.

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 $10 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 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.

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 substantive 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 substantive text of the amendment, please see Annex H to this joint proxy statement/prospectus.

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

Condensed Balance Sheets

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

PBRELF I Balance Sheet Data

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.

BRELF II Statement of Operations

BRELF II Balance Sheet Data

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

BRELF III Balance Sheet Data