UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): October 21, 2019

~~Date~~TRINITY ofMERGER ~~Report (Date of earliest event reported): October 15, 2019~~CORP.

TRINITY MERGER CORP.
(Exact name of registrant as specified in its charter)
Delaware	001-38488	82-4173386
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

Delaware	001-38488	82-4173386
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 Merchant Street, Suite 1500

Honolulu, HI 96813

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (808) 529-0909

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Title~~[ of] ~~each~~Soliciting ~~class~~material ~~Trading~~pursuant ~~Symbol~~to ~~Name~~Rule of14a-12 ~~each~~under ~~exchange~~the onExchange ~~which~~Act ~~registered~~(17 ~~Units~~CFR ~~TMCXU Nasdaq Capital Market Class A Common Stock TMCX Nasdaq Capital Market Warrants TMCXW Nasdaq Capital Market~~240.14a-12)

~~Indicate~~[ by] ~~check~~Pre-commencement ~~mark~~communications ~~whether~~pursuant ~~the~~to ~~registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14d-2 ~~of this chapter~~(b).)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act of 1933, as amended:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units	TMCXU	Nasdaq Capital Market
Class A Common Stock	TMCX	Nasdaq Capital Market
Warrants	TMCXW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Emerging growth company [X]

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 13(a) of the Exchange Act. of 1934, as amended.□

Item 7.01. Regulation FD Disclosure.

On October 1521, 2019, Trinity Merger Corp. (“Trinity”) and the Broadmark real estate lending companies issued a joint press release announcing the meeting dates relating to the previously announced business combination by and among Trinity, Trinity Sub, Inc., aTrinity ~~subsidiary~~Merger ofSub I, Inc., Trinity Merger ~~Corp.~~Sub II, ~~filed~~LLC, aand ~~second~~PBRELF ~~amendment~~I, toLLC, ~~its~~BRELF ~~Registration~~II, ~~Statement~~LLC, onBRELF ~~Form~~III, ~~S-4~~LLC, ~~(the “Registration~~BRELF ~~Statement”)~~IV, asLLC, ~~initially~~and ~~filed~~their respective management companies (collectively, with ~~the~~PBRELF ~~Securities~~I, ~~and~~LLC, ~~Exchange~~BRELF ~~Commission~~II, ~~(the~~LLC, BRELF III, LLC, BRELF IV, LLC, “~~SEC~~Broadmark”). Trinity onhas ~~August~~set November 12, 2019, inas ~~connection~~the ~~with~~date ~~that~~for ~~certain~~the ~~definitive~~special ~~merger~~meeting ~~agreement,~~of ~~entered~~stockholders ~~into~~of onTrinity ~~August~~and 9,the ~~2019,~~special ~~for~~meeting aof ~~business~~holders ~~combination~~of Trinity’s public warrants. The record date for ~~transaction~~securities entitled to ~~create~~vote anat ~~internally~~the ~~managed,~~meetings ~~mortgage~~of ~~real~~Trinity’s ~~estate~~stockholders ~~investment~~and ~~trust~~warrant ~~with~~holders ~~the~~is October 15, 2019. Broadmark ~~real~~has ~~estate~~set ~~lending~~November ~~companies~~12, ~~and~~2019 ~~management~~as ~~companies,~~the ~~specialty~~date ~~commercial~~for ~~real~~the ~~estate~~special ~~finance~~meetings ~~companies~~of ~~providing~~members. The ~~construction,~~record ~~land~~date ~~and~~for members entitled to vote at the ~~development~~special ~~financing~~meetings ~~for~~of ~~commercial~~members ~~and~~is ~~residential~~October ~~properties~~11, 2019. The joint press release is attached hereto as Exhibit 99.1.

AThe ~~copy~~information ofin ~~the~~this ~~amended~~Item ~~Registration~~7.01 ~~Statement~~and ~~(SEC~~Exhibit ~~file no~~99.1 ~~333-233214)~~attached hereto shall not be deemed “filed” byfor ~~Trinity~~purposes ~~Sub~~of ~~Inc.~~Section ~~(CIK~~18 ~~0001784797),~~of ~~which~~the ~~contains~~Securities aExchange ~~preliminary~~Act ~~joint~~of ~~proxy statement/prospectus~~1934, ~~and~~as ~~remains~~amended (the “Exchange Act”), or otherwise subject to ~~further~~the ~~amendment~~liabilities of that section, ~~can~~nor beshall ~~found~~it ~~under~~be ~~filings~~deemed ~~made~~incorporated by ~~Trinity~~reference ~~Sub~~in ~~Inc.~~any atfiling under the ~~SEC’s~~Securities ~~website~~Act of 1933, as amended (~~www.sec.gov~~“Securities Act”) ator ~~https://www~~the Exchange Act, except as expressly set forth by specific reference in such filing.~~sec.gov/cgi-bin/browse-edgar?CIK=0001784797&action=getcompany.~~

The foregoing (including the website address provided above) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing of Trinity under the Securities Act of 1933 or the Exchange Act.

Additional Information

In connection with the proposed transaction, a registration statement on Form S-4 (the “Registration Statement”) of Trinity Sub Inc., a Maryland corporation which will change its name to Broadmark Realty Capital Inc. at the completion of the transaction (“Broadmark Realty”), has ~~filed~~been adeclared ~~Registration~~effective ~~Statement~~by onthe ~~Form~~Securities ~~S-4~~and Exchange Commission (“SEC”), which includes a ~~preliminary~~definitive joint proxy statement/prospectus. ~~The~~ ~~Registration~~Trinity Merger ~~Statement~~Corp. on(“Trinity”) ~~Form~~will ~~S-4~~mail ~~remains subject to further amendment and completion. Following~~ the ~~time~~definitive ~~the~~joint ~~Registration Statement~~proxy statement/prospectus on ~~Form~~or ~~S-4~~about isOctober ~~declared~~21, ~~effective~~2019 byto ~~the~~Trinity’s ~~Securities~~stockholders ~~and~~of ~~Exchange~~record ~~Commission (“SEC”)~~ and ~~the~~warrant ~~setting~~holders of a record ~~date~~as ~~established~~of ~~for~~October ~~voting~~15, ~~on the proposed transaction~~2019, ~~Trinity Merger Corp. (“Trinity”)~~ and Broadmark ~~(as defined herein)~~ will mail the definitive joint proxy statement/prospectus ~~and~~on ~~other~~or ~~relevant~~about ~~documents~~October ~~to their stockholders~~21, ~~warrant~~2019 ~~holders~~to ~~and~~its members, of record as ~~applicable~~of October 11, 2019. Investors and security holders of Trinity and Broadmark are advised to read the ~~preliminary~~Registration Statement and the definitive joint proxy ~~proxy~~ statement/prospectus, ~~and~~contained ~~any~~therein ~~amendments thereto,~~ and, ~~when~~any ~~available,~~documents ~~the~~filed ~~definitive~~in ~~joint~~connection ~~proxy statement/prospectus~~ therewith, in connection with Trinity’s solicitation of proxies for its special meetings of stockholders and warrant holders and Broadmark’s solicitation of proxies for its special meeting of members of each Company (as defined herein), in each case to be held to approve the proposed transaction because the definitive joint proxy statement/prospectus contains important information about the proposed transaction and the parties to the proposed transaction. Stockholders and warrant holders will also be able to obtain copies of the Registration Statement and definitive joint proxy statement/prospectus, without charge at the SEC’s website at www.sec.gov or by directing a request to: Trinity Merger Corp., 55 Merchant Street, Suite 1500, Honolulu, HI 96813. Broadmark members will also be able to obtain copies of the Registration Statement and definitive joint proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by request to Pyatt Broadmark Management, LLC, 1420 Fifth Avenue, Suite 2000, Seattle, WA 98101, Attn: Adam Fountain.

Participants in the Solicitation

Trinity, Broadmark Realty and Broadmark and their respective directors, executive officers, other members of management, employees and others acting on their behalf, under SEC rules, may be deemed to be participants in the solicitation of proxies of Trinity’s stockholders and warrant holders and Broadmark’s members in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Trinity’s directors and officers in Trinity’s filings with the SEC, including Trinity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 15, 2019, and in the Registration Statement on Form S-4. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Broadmark’s directors and managers, ~~disclosed~~ in the ~~joint~~Registration ~~proxy~~Statement ~~statement~~on ~~statement/prospectus~~Form ~~relating to the proposed business combination~~S-4.

Forward Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding Trinity’s industry, future events, the proposed transaction among Trinity, Broadmark Realty, Trinity Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Broadmark Realty, Trinity Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Broadmark Realty, PBRELF I, LLC, a Washington limited liability company (“PBRELF”), BRELF II, LLC, a Washington limited liability company (“BRELF II”), BRELF III, LLC, a Washington limited liability company (“BRELF III”), BRELF IV, LLC, a Washington limited liability company (“BRELF IV” and, together with PBRELF, BRELF II and BRELF III, the “Companies” and each a “Company”), Pyatt Broadmark Management, LLC, a Washington limited liability company (“MgCo I”), Broadmark Real Estate Management II, LLC, a Washington limited liability company (“MgCo II”), Broadmark Real Estate Management III, LLC, a Washington limited liability company (“MgCo III”), and Broadmark Real Estate Management IV, LLC, a Washington limited liability company (“MgCo IV” and, together with MgCo I, MgCo II, MgCo III, and the Companies and their respective subsidiaries, “Broadmark”), the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts.

These statements are based on the current expectations of each of Trinity’s and Broadmark’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding Trinity’s and Broadmark’s respective businesses and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environments in which Trinity and Broadmark operate, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industries in which Trinity and Broadmark operate; the ability to retain Company Group’s customers and financing sources following any business combination; changes in taxes, governmental laws, and regulations, or other industry standards affecting Trinity or Broadmark; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of Trinity’s or Broadmark’s management teams; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that the approvals of the stockholders of Trinity or of the members of Broadmark or a contemplated amendment to Trinity’s outstanding warrants is not obtained; the level of redemptions by Trinity’s and/ or Broadmark’s investors in connection with the proposed transaction; failure to complete the previously disclosed contemplated PIPE financing expected to be completed in connection with the business combination; failure of Broadmark Realty to qualify as a REIT; failure of Broadmark Realty to obtain approval to list its common stock on the NYSE or maintain its listing on the Nasdaq Capital Market; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the businesses of Trinity and Broadmark; uncertainty as to the long-term value of Broadmark Realty’s common stock; and those discussed in Trinity’s Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Risk Factors”, as updated from time to time by Trinity’s Quarterly Reports on Form 10-Q and other documents of Trinity on file with the SEC or in the joint proxy statement/prospectus relating to the proposed business combination. There may be additional risks that Trinity and Broadmark presently do not know or that Trinity and Broadmark currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Trinity’s and Broadmark’s expectations, plans or forecasts of future events and views as of the date of this communication. Trinity and Broadmark anticipate that subsequent events and developments will cause such parties’ assessments to change. However, while Trinity and Broadmark may elect to update these forward-looking statements at some point in the future, both Trinity and Broadmark specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Trinity’s and Broadmark’s assessments as of any date subsequent to the date of this communication.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Trinity’s and Broadmark’s overall business, including those more fully described in Trinity’s and Broadmark Realty’s filings with the SEC, including, without limitation, the joint proxy statement/prospectus, as may be amended from time to time. Forward-looking statements are not guarantees of performance, and speak only as of the date made, and none of Trinity or its management or Broadmark or its management undertakes any obligation to update or revise any forward-looking statements except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits.

Exhibit Number		Description
99.1		Joint Press Release, dated October 21, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRINITY MERGER CORP.
	By:	/s/ Sean A. Hehir
Date: October 15, 2019		Name: Sean A. Hehir
		Title: President and Chief Executive Officer

TRINITY MERGER CORP.

By:	/s/ Sean A. Hehir
	Name:	Sean A. Hehir
	Title:	President and Chief Executive Officer

Date: October 21, 2019

Filing Compare · Trinity Merger Corp.