Basic Stats
| CIK | 1731536 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Trinity Merger Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Trinity Merger Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 89653L205 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ý Rule |
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| November 25, 2020 |
TMCX / Trinity Merger Corp. / HN Investors LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Trinity Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 89653L 106 (CUSIP Number) November 14, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TRINITY MERGER CORP. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 89653L106 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Trinity Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 89653L106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| November 25, 2019 |
TMCX / Trinity Merger Corp. 15-12B - - 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0167 Expires: May 31, 2021 Estimated average burden hours per response 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| November 14, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 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 Date of Report (Date of earliest event reported): November 12, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2019 |
Exhibit 99.1 TRINITY MERGER CORP. AND BROADMARK ANNOUNCE APPROVAL OF BUSINESS COMBINATION - Combination Approved by Trinity Stockholders and Broadmark Members – - Warrant Amendment Approved by Trinity Warrant Holders - Honolulu and Seattle, November 12, 2019—Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“Trinity”) and the Broadmark real estate lending companies (“Broadmark”) today announced t |
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| November 14, 2019 |
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 Date of Report (Date of earliest event reported): November 12, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2019 |
EX-99.1 2 nc10006092x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TRINITY MERGER CORP. AND BROADMARK ANNOUNCE APPROVAL OF BUSINESS COMBINATION - Combination Approved by Trinity Stockholders and Broadmark Members – - Warrant Amendment Approved by Trinity Warrant Holders - Honolulu and Seattle, November 12, 2019—Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“Trinity”) and the Broadmark real estate len |
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| November 8, 2019 |
TMCX / Trinity Merger Corp. / Polar Asset Management Partners Inc. - SC 13G/A Passive Investment Polar Asset Management Partners Inc.: SC 13G/A - Filed by newsfilecorp.com SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Trinity Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 89653L106 (CUSIP Number) October 31, 2019 (Date of Event Which Requires Fil |
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| November 6, 2019 |
Exhibit 10.6 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub, Inc., a Maryland corporation (the “Company”), and Jeffrey B. Pyatt, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among t |
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| November 6, 2019 |
Exhibit 10.7 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub Inc., a Maryland corporation (the “Company”), and Adam Fountain, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among the C |
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| November 6, 2019 |
Exhibit 10.8 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub, Inc., a Maryland corporation (the “Company”), and Joanne Van Sickle, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among |
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| November 6, 2019 |
TMCX / Trinity Merger Corp. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRINITY MERGER CORP. (Exact name of registrant as |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. DEF 14A - - DEF 14A TABLE OF CONTENTS 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 8-K 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 Date of Report (Date of earliest event reported): October 31, 2019 TRINITY SUB INC. (Exact name of registrant as specified in its charter) Maryland 333-233214 82-2620891 (State or other jurisdiction of incorporation) (Commission File |
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| November 1, 2019 |
Exhibit 99.1 TRINITY MERGER CORP. AND BROADMARK ANNOUNCE CHIEF FINANCIAL OFFICER AND TWO ADDITIONAL INDEPENDENT DIRECTORS TO JOIN BROADMARK REALTY CAPITAL INC. - David Schneider to Serve as Chief Financial Officer - - David A. Karp and Norma J. Lawrence to be Appointed as Additional Independent Directors - Honolulu and Seattle, October 31, 2019—Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“T |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. DEFA14A - - DEFA14A 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| November 1, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 23, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 23, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 23, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 23, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 22, 2019 |
TMCX / Trinity Merger Corp. PRE 14A - - PRE 14A TABLE OF CONTENTS 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 o Check the appropriate box: ☒ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o D |
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| October 21, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 21, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 21, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 21, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 21, 2019 |
EX-99.1 2 nc10004023x38ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Trinity Merger Corp. Announces Meeting Date for Special Meeting of Stockholders and Special Meeting of Public Warrant Holders and Broadmark Announces Meeting Date for Special Meetings of Members Relating to Previously Announced Business Combination Honolulu and Seattle, October 21, 2019—Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“ |
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| October 21, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 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 Date of Report (Date of earliest event reported): October 21, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission F |
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| October 21, 2019 |
EX-99.1 2 nc10004023x37ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Trinity Merger Corp. Announces Meeting Date for Special Meeting of Stockholders and Special Meeting of Public Warrant Holders and Broadmark Announces Meeting Date for Special Meetings of Members Relating to Previously Announced Business Combination Honolulu and Seattle, October 21, 2019—Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“ |
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| October 21, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): October 21, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission F |
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| October 18, 2019 |
TMCX / Trinity Merger Corp. DEFM14A - - DEFM14A TABLE OF CONTENTS 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: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
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| October 16, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 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 Date of Report (Date of earliest event reported): October 15, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission F |
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| October 16, 2019 |
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 Date of Report (Date of earliest event reported): October 15, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission F |
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| October 8, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 425 1 nt10003828x9425.htm 425 Filed by BRELF IV, LLC. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. Commission File No.: 001-38488 Recorded remarks of Jeff Pyatt and Steve Haggerty to the Broadmark Realty Capital Investor Presentation, dated October 2019, posted on www.netroadshow.com on October 8, 2019. The Investor Presentation was previously filed a |
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| October 8, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 8, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 8, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 8, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by Trinity Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. Commission File No.: 001-38488 Recorded remarks of Jeff Pyatt and Steve Haggerty to the Broadmark Realty Capital Investor Presentation, dated October 2019, posted on www.netroadshow.com on October 8, 2019. The Investor Presentation was previously filed as Exhibit 99.1 to a Form |
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| October 3, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 3, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 3, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 3, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| October 3, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by Trinity Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. Commission File No.: 001-38488 The following Q&A appeared in the October 2019 Forbes Real Estate Investor Newsletter. A FIRST LOOK AT A NEW MORTGAGE REIT Broadmark has reached an agreement to merge with Trinity Merger (TMCX) to form a publicly traded, internally-managed mortgag |
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| September 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| September 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| September 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| September 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| September 30, 2019 |
Exhibit 99.1 Investor PresentationOctober 2019 Broadmark realty Capital Disclaimer This presentation contemplates the business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Trinity Merger Corporation, a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation and wholly-owned subsidiary of Trinity (“PubCo”), Tr |
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| September 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by Trinity Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. Commission File No: 001-38488 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 Date of Report (Date of earliest event reported): September 30, 2019 TRINITY MERG |
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| September 30, 2019 |
Exhibit 99.1 Investor PresentationOctober 2019 Broadmark realty Capital Disclaimer This presentation contemplates the business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Trinity Merger Corporation, a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation and wholly-owned subsidiary of Trinity (“PubCo”), Tr |
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| September 30, 2019 |
8-K 1 nc10004023x258k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): September 30, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdi |
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| September 20, 2019 |
8-K 1 nc10004023x178k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): September 19, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdi |
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| September 20, 2019 |
FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [___________], 2019 EX-10.1 2 nc10004023x17ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF EXECUTION VERSION FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [], 2019 THIS FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Agreement”), made as of [], 2019, is by and among Trinity Sub Inc., a Maryland corporation (the “Company”), and [], a [] (the “Subscriber”). The Subscription Agreement, dated as of August 9, 2019 (the |
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| September 20, 2019 |
FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [___________], 2019 Exhibit 10.1 FORM OF EXECUTION VERSION FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [], 2019 THIS FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Agreement”), made as of [], 2019, is by and among Trinity Sub Inc., a Maryland corporation (the “Company”), and [], a [] (the “Subscriber”). The Subscription Agreement, dated as of August 9, 2019 (the “Subscription Agreement”), shall be amended as |
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| September 20, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - FORM 8-K 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 Date of Report (Date of earliest event reported): September 19, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission |
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| September 20, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 425 1 nc10004023x19425.htm 425 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 Date of Report (Date of earliest event reported): September 19, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdictio |
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| September 20, 2019 |
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 Date of Report (Date of earliest event reported): September 19, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission |
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| August 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 30, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 15, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 15, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 15, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 15, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. |
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| August 15, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by Trinity Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. Commission File No.: 001-38488 Trinity Merger Corp. and the real estate lending companies and management companies comprising Broadmark released a website which provides pertinent information related to the proposed business combination. The website is available at www.broadmar |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 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 Date of Report (Date of earliest event reported): August 13, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 13, 2019 |
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 Date of Report (Date of earliest event reported): August 13, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by Trinity Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Trinity Merger Corp. Commission File No.: 001-38488 The following is a transcript of a joint conference call and webcast with representatives of Trinity Merger Corp. (“Trinity”) and Broadmark real estate lending companies and management companies (“Broadmark”) regarding the pending business combina |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF IV, LLC Pursuant to Rule 425 under the Securities Act of 1933 and Deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Trinity Merger Corp. |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 425 1 nc10004023x3425.htm 425 Filed by BRELF III, LLC Pursuant to Rule 425 under the Securities Act of 1933 and Deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Trinity Merger Corp. Commission File No: 001-38488 August 12, 2019 PBRELF I, LLC BRELF II, LLC BRELF III, LLC BRELF IV, LLC (each a “Company” and collectively, the “Companies”) Dear Company Me |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 Filed by BRELF II, LLC Pursuant to Rule 425 under the Securities Act of 1933 and Deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Trinity Merger Corp. |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 425 425 1 nc10004023x1425.htm 425 Filed by PBRELF I, LLC Pursuant to Rule 425 under the Securities Act of 1933 and Deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Trinity Merger Corp. Commission File No: 001-38488 August 12, 2019 PBRELF I, LLC BRELF II, LLC BRELF III, LLC BRELF IV, LLC (each a “Company” and collectively, the “Companies”) Dear Company Mem |
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| August 13, 2019 |
TMCX / Trinity Merger Corp. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRINITY MERGER CORP. (Exact name of registrant as speci |
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| August 12, 2019 |
EX-2.1 2 nt10003828x2ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 MERGER AGREEMENT AGREEMENT AND PLAN OF MERGER 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, LLC, PYATT BROADMARK MANAGEMENT, LLC, BROADMARK REAL ESTATE MANAGEMENT II, LLC, BROADMARK REAL ESTATE MANAGEMENT III, LLC, and BROADMA |
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| August 12, 2019 |
MANAGEMENT COMPANY SUPPORT AGREEMENT Exhibit 10.2 execution Version MANAGEMENT COMPANY SUPPORT AGREEMENT THIS MANAGEMENT COMPANY SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is entered into by and between Trinity Merger Corp., a Delaware corporation (“Trinity”), , a Washington limited liability company (“Management Company”), and the unitholders of Management Company listed on Schedule A hereto (each, a “Unit Hol |
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| August 12, 2019 |
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 Date of Report (Date of earliest event reported): August 9, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 12, 2019 |
Exhibit 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub Inc., a Maryland corporation (the “Company”), and , an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among the Company, Trini |
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| August 12, 2019 |
Exhibit 99.2 Investor PresentationAugust 2019 Broadmark realty Capital Disclaimer This presentation contemplates the business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Trinity Merger Corporation, a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation and wholly-owned subsidiary of Trinity (“PubCo”), Tri |
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| August 12, 2019 |
Exhibit 10.4 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 12, 2019 |
Exhibit 10.3 EXECUTION VERSION SUBSCRIPTION AGREEMENT Trinity Sub Inc. c/o Trinity Merger Corp. 55 Merchant Street, Suite 1500 Honolulu, HI 96813 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among Trinity Sub Inc., a Maryland corporation (the “Company”), Trinity Merger Corp, a Delaware corporation (the “SPAC”), and certain real estate lending funds |
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| August 12, 2019 |
Exhibit 10.1 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (the “Sponsor Agreement”), dated as of August 9, 2019, is entered into by and between HN Investors LLC, a Delaware limited liability company (“Sponsor”), Trinity Merger Corp., a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation (“PubCo”), PBRELF I, LLC, a Washington limited liability company (“Fund I”) |
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| August 12, 2019 |
Exhibit 99.1 Trinity Merger Corp. and Broadmark Announce Merger Agreement Formation of $1.5 billion Internally-Managed Commercial Mortgage REIT Combined company well-positioned to capitalize on strong nationwide demand for flexible real estate financing solutions Current Broadmark management team to lead combined company Joint investor conference call scheduled for Tuesday, August 13 at 10:00 am E |
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| August 12, 2019 |
EX-10.6 8 nt10003828x2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 TRINITY SUB INC. August 9, 2019 Joseph L. Schocken c/o Trinity Sub Inc. Dear Joe: We are pleased that you have agreed to serve as the Non-Executive Chairman of the Board of Directors of Trinity Sub Inc. (the “Company”). This letter sets forth the key terms and conditions for your service as Non-Executive Chairman. Reference is made to that |
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| August 12, 2019 |
Exhibit 2.1 MERGER AGREEMENT AGREEMENT AND PLAN OF MERGER 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, LLC, PYATT BROADMARK MANAGEMENT, LLC, BROADMARK REAL ESTATE MANAGEMENT II, LLC, BROADMARK REAL ESTATE MANAGEMENT III, LLC, and BROADMARK REAL ESTATE MANAGEMENT IV, LLC dated as |
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| August 12, 2019 |
MANAGEMENT COMPANY SUPPORT AGREEMENT Exhibit 10.2 execution Version MANAGEMENT COMPANY SUPPORT AGREEMENT THIS MANAGEMENT COMPANY SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is entered into by and between Trinity Merger Corp., a Delaware corporation (“Trinity”), , a Washington limited liability company (“Management Company”), and the unitholders of Management Company listed on Schedule A hereto (each, a “Unit Hol |
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| August 12, 2019 |
Exhibit 10.6 TRINITY SUB INC. August 9, 2019 Joseph L. Schocken c/o Trinity Sub Inc. Dear Joe: We are pleased that you have agreed to serve as the Non-Executive Chairman of the Board of Directors of Trinity Sub Inc. (the “Company”). This letter sets forth the key terms and conditions for your service as Non-Executive Chairman. Reference is made to that certain Agreement and Plan of Merger (the “Me |
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| August 12, 2019 |
EX-99.2 10 nt10003828x2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Investor PresentationAugust 2019 Broadmark realty Capital Disclaimer This presentation contemplates the business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Trinity Merger Corporation, a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation and wh |
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| August 12, 2019 |
Exhibit 10.1 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (the “Sponsor Agreement”), dated as of August 9, 2019, is entered into by and between HN Investors LLC, a Delaware limited liability company (“Sponsor”), Trinity Merger Corp., a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation (“PubCo”), PBRELF I, LLC, a Washington limited liability company (“Fund I”) |
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| August 12, 2019 |
Exhibit 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub Inc., a Maryland corporation (the “Company”), and , an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among the Company, Trini |
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| August 12, 2019 |
Exhibit 99.1 Trinity Merger Corp. and Broadmark Announce Merger Agreement Formation of $1.5 billion Internally-Managed Commercial Mortgage REIT Combined company well-positioned to capitalize on strong nationwide demand for flexible real estate financing solutions Current Broadmark management team to lead combined company Joint investor conference call scheduled for Tuesday, August 13 at 10:00 am E |
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| August 12, 2019 |
EX-10.4 6 nt10003828x2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
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| August 12, 2019 |
EX-10.3 5 nt10003828x2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION SUBSCRIPTION AGREEMENT Trinity Sub Inc. c/o Trinity Merger Corp. 55 Merchant Street, Suite 1500 Honolulu, HI 96813 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among Trinity Sub Inc., a Maryland corporation (the “Company”), Trinity Merger Corp, a Delaware corporation (the |
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| August 12, 2019 |
TMCX / Trinity Merger Corp. 425 - Merger Prospectus - 8-K 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 Date of Report (Date of earliest event reported): August 9, 2019 TRINITY MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-38488 82-4173386 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 14, 2019 |
TMCX / Trinity Merger Corp. 10-Q Quarterly Report 10-Q 10-Q 1 form10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRINITY MERGER CORP. (Exact na |
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| March 15, 2019 |
TMCX / Trinity Merger Corp. 10-K (Annual Report) 10-K 1 form10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| February 14, 2019 |
TMCX / Trinity Merger Corp. / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 14, 2019 |
TMCX / Trinity Merger Corp. / GLAZER CAPITAL, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Trinity Merger Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 89653L205 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 13, 2019 |
TMCX / Trinity Merger Corp. / Hgc Investment Management Inc. - SC 13G Passive Investment HGC Investment Management Inc.: Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Trinity Merger Corporation (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) 89653L106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of th |
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| February 13, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TRINITY MERGER CORP. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 89653L106 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 12, 2019 |
TMCX / Trinity Merger Corp. / Hn Investors Llc - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Trinity Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 89653L 106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* TRINITY MERGER CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 89653L106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Fi |
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| February 12, 2019 |
EX-99.1 2 ex991.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of this 12th day of February 2019, by and among HN Investors LLC, Sean A. Hehir and Lee S. Neibart. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Class A Common Stock, $0.0001 par value |
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| January 11, 2019 |
TMCX / Trinity Merger Corp. / Karpus Management, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13 G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Trinity Merger Corp. (TMCX) (Name of Issuer) Common Stock (Title of Class of Securities) 89653l106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to whic |
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| January 10, 2019 |
TMCX / Trinity Merger Corp. / Polar Asset Management Partners Inc. - SC 13G Passive Investment SC 13G 1 sch13gtrinity.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Trinity Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 89653L106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| December 28, 2018 |
TMCX / Trinity Merger Corp. / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 9, 2018 |
TMCX / Trinity Merger Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRINITY MERGER CORP. (Exact name of registrant as |
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| October 12, 2018 |
TMCX / Trinity Merger Corp. / Karpus Management, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13 G Under the Securities Exchange Act of 1934 Trinity Merger Corp. (TMCX) (Name of Issuer) Common Stock (Title of Class of Securities) 89653l106 (CUSIP Number) September 30, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| September 17, 2018 |
SC 13G/A 1 tmcxua191718.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Trinity Merger Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 89653L205 (CUSIP Number) June 07, 2018 (Date of Event which Requires Filing of this Statement) Check the appr |
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| August 10, 2018 |
TMCX / Trinity Merger Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRINITY MERGER CORP. (Exact name of registrant as speci |
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| June 28, 2018 |
TMCX / Trinity Merger Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRINITY MERGER CORP. (Exact name of registrant as spec |
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| May 29, 2018 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): May 29, 2018 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 |
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| May 29, 2018 |
Exhibit 99.1 Trinity Merger Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing May 30, 2018 HONOLULU, May 29, 2018 — Trinity Merger Corp. (the “Company”) announced today that, commencing May 30, 2018, holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0. |
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| May 25, 2018 |
SC 13G 1 tmcxu52518.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Trinity Merger Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 89653L205 (CUSIP Number) May 15, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| May 23, 2018 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): May 17, 2018 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 |
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| May 23, 2018 |
TRINITY MERGER CORP. INDEX TO BALANCE SHEET EXHIBIT 99.1 TRINITY MERGER CORP. INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to Balance Sheet 4-10 1 Report of Independent Registered Public Accounting Firm To the Shareholders of Trinity Merger Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Trinity Merger Corp. (the Company) as of May 17, |
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| May 17, 2018 |
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 Date of Report (Date of earliest event reported): May 14, 2018 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 |
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| May 17, 2018 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.4 8 s002277x1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 14, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and H |
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| May 17, 2018 |
EX-10.11 15 s002277x1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 15, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Catherine Luke (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as director |
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| May 17, 2018 |
30,000,000 Units1 Trinity Merger Corp. UNDERWRITING AGREEMENT Exhibit 1.1 EXECUTION VERSION 30,000,000 Units1 Trinity Merger Corp. UNDERWRITING AGREEMENT May 14, 2018 B. Riley FBR, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Trinity Merger Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Sc |
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| May 17, 2018 |
Exhibit 10.9 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Gregory S. Dickhens (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless t |
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| May 17, 2018 |
Exhibit 10.8 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Kevin Y. Hayashi (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they |
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| May 17, 2018 |
EX-10.1 5 s002277x1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION May 14, 2018 Trinity Merger Corp. 55 Merchant Street, Suite 1500 Honolulu, HI 96813 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Trinity Merger Corp |
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| May 17, 2018 |
Exhibit 10.7 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Sean A. Hehir (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar |
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| May 17, 2018 |
TRINITY MERGER CORP. 55 Merchant Street, Suite 1500 Honolulu, Hawaii 96813 Exhibit 10.5 EXECUTION VERSION TRINITY MERGER CORP. 55 Merchant Street, Suite 1500 Honolulu, Hawaii 96813 May 14, 2018 HN Investors LLC 55 Merchant Street, Suite 1500 Honolulu, Hawaii 96813 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Trinity Merger Corp. (the “Company”) and HN Investors LLC (“Sponsor”), dated as of the date hereof, will confirm o |
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| May 17, 2018 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No |
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| May 17, 2018 |
Trinity Merger Corp. Announces Pricing of $300 Million Initial Public Offering Exhibit 99.1 Trinity Merger Corp. Announces Pricing of $300 Million Initial Public Offering HONOLULU, May 15, 2018 — Trinity Merger Corp. (the “Company”) announced today the pricing of its initial public offering of 30,000,000 units at $10.00 per unit. The units will be listed on The NASDAQ Capital Market (“NASDAQ”) and trade under the ticker symbol “TMCXU” beginning May 15, 2018. Each unit consis |
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| May 17, 2018 |
EXECUTION VERSION INDEMNITY AGREEMENT Exhibit 10.6 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Lee S. Neibart (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they a |
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| May 17, 2018 |
Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2018, is made and entered into by and between Trinity Merger Corp., a Delaware corporation (the “Company”), HN Investors LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals listed under Holder on the signature pages h |
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| May 17, 2018 |
Exhibit 99.2 Seasoned Real Estate Investment Professionals Complete $345 Million Nasdaq IPO of Trinity Merger Corp. Lee Neibart and Sean Hehir to Lead SPAC to Target Business Combination Candidates with a Real Estate Component HONOLULU (May 17, 2018) – Trinity Merger Corp. (the “Company”), a special purpose acquisition vehicle led by seasoned real estate investment professionals Lee S. Neibart and |
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| May 17, 2018 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TRINITY MERGER CORP. May 14, 2018 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRINITY MERGER CORP. May 14, 2018 Trinity Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Trinity Merger Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary o |
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| May 17, 2018 |
WARRANT AGREEMENT TRINITY MERGER CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 EXECUTION VERSION WARRANT AGREEMENT between TRINITY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 14, 2018, is by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to |
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| May 17, 2018 |
Exhibit 10.13 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 15, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Warren R. de Haan (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th |
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| May 17, 2018 |
Exhibit 10.12 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 15, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Richard F. Wacker (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th |
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| May 17, 2018 |
EX-10.10 14 s002277x1ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Ryan P. Donn (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, |
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| May 15, 2018 |
$300,000,000 Trinity Merger Corp. 30,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-224244 PROSPECTUS $300,000,000 Trinity Merger Corp. 30,000,000 Units Trinity Merger Corp. is a newly organized blank check company 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, which we refer t |
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| May 11, 2018 |
TMCX / Trinity Merger Corp. CORRESP May 11, 2018 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Courtney Lindsay Re: Trinity Merger Corp. (the “Company”) Registration Statement on Form S-1 File No. 333-224244 Dear Mr. Lindsay: On May 7, 2018, we filed a letter with the Securities and Exchange Commission via EDGAR requesting, pursuant to Rule 461 under the Securities Ac |
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| May 11, 2018 |
TMCX / Trinity Merger Corp. CORRESP CORRESP 1 filename1.htm Trinity Merger Corp. May 11, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Courtney Lindsay Re: Trinity Merger Corp. Registration Statement on Form S-1 File No. 333-224244 (the “Registration Statement”) Dear Mr. Lindsay: Reference is made to our letter dated May 7, 2018, r |
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| May 7, 2018 |
TMCX / Trinity Merger Corp. CORRESP Trinity Merger Corp. May 7, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Courtney Lindsay Re: Trinity Merger Corp. Registration Statement on Form S-1 File No. 333-224244 (the “Registration Statement”) Dear Mr. Lindsay: Trinity Merger Corp., a Delaware corporation (the “Company”), hereby respectf |
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| May 7, 2018 |
TMCX / Trinity Merger Corp. CORRESP May 7, 2018 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Courtney Lindsay Re: Trinity Merger Corp. (the “Company”) Registration Statement on Form S-1 File No. 333-224244 Dear Mr. Lindsay: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request |
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| April 11, 2018 |
TMCX / Trinity Merger Corp. CORRESP April 11, 2018 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Courtney Lindsay Re: Trinity Merger Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 20, 2018 CIK 0001731536 Dear Mr. Lindsay: On behalf of Trinity Merger Corp. (the “Company”), we submit |
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| March 20, 2018 |
TMCX / Trinity Merger Corp. DRSLTR March 20, 2018 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Courtney Lindsay Re: Trinity Merger Corp. Draft Registration Statement on Form S-1 Submitted February 16, 2018 CIK 0001731536 Dear Mr. Lindsay: On behalf of Trinity Merger Corp. (the “Company”), we submit this letter in r |
