Item 9.01. Financial Statements and Exhibits.
ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed Merger, Ready
Capital will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that
will include a prospectus of Ready Capital and a joint proxy statement of Ready Capital and Broadmark. Ready Capital and Broadmark also
expect to file with the SEC other documents regarding the Merger. The Merger will be submitted to the stockholders of Ready Capital and
Broadmark for their consideration. The definitive joint proxy statement/prospectus will be sent to the stockholders of Ready Capital and
Broadmark, and will contain important information regarding the proposed Merger and related matters. This Current Report on Form 8-K
is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents
that Ready Capital or Broadmark may file with the SEC or send to their stockholders in connection with the Merger. STOCKHOLDERS OF READY
CAPITAL AND BROADMARK ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN
THEY BECOME AVAILABLE (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL,
BROADMARK, THE PROPOSED MERGER, AND RELATED MATTERS. Stockholders of Ready Capital and Broadmark may obtain free copies of the registration
statement, the joint proxy statement/prospectus, and all other documents filed or that will be filed with the SEC by Ready Capital or
Broadmark (when they become available) at the SEC’s website at http://www.sec.gov. Copies of documents filed with the SEC by Ready
Capital will be made available free of charge on Ready Capital’s website at http://www.readycapital.com, or by directing a request
to its Investor Relations at (212) 257-4666; email: InvestorRelations@readycapital.com. Copies of documents filed with the SEC by Broadmark
will be made available free of charge on Broadmark’s website at http://www.broadmark.com, or by directing a request to its Investor
Relations at (206) 971-0800; email: InvestorRelations@broadmark.com.
This communication is for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10
of the Securities Act.
PARTICIPANTS IN SOLICITATION RELATING TO THE
MERGER
Ready Capital, Broadmark and their respective
directors and executive officers, and certain other affiliates of Ready Capital and Broadmark may be deemed to be “participants”
in the solicitation of proxies from the stockholders of Ready Capital and Broadmark in connection with the proposed Merger. Information
regarding Ready Capital and its directors and executive officers and their ownership of common stock of Ready Capital can be found in
Ready Capital’s definitive proxy statement filed with the SEC on April 29, 2022, its most recent Annual Report filed on Form 10-K
for the fiscal year ended December 31, 2021, and its Current Reports on Form 8-K filed with the SEC on September 29, 2022,
November 18, 2022 and December 1, 2022. Information regarding Broadmark and its directors and executive officers and their ownership
of common stock of Broadmark can be found in Broadmark’s definitive proxy statement filed with the SEC on April 28, 2022, its
most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2021, and its Current Reports on Form 8-K
filed with the SEC on April 25, 2022, May 4, 2022, October 14, 2022 and November 7, 2022. Additional information regarding
the interests of such participants in the Merger will be included in the joint proxy statement/prospectus and other relevant documents
relating to the proposed Merger when they are filed with the SEC. Free copies of these documents may be obtained from the sources described
above.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These
forward-looking statements are based on current assumptions, expectations and beliefs of Ready Capital and Broadmark and are subject to
a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking
statements. Ready Capital can give no assurance that these forward-looking statements will be accurate. These forward-looking statements
generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,”
“forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe
certain plans, expectations, goals, projections and statements about the proposed Merger, including its financial and operational impact,
the benefits of the Merger, the expected timing of completion of the Merger, and other statements of management’s beliefs, intentions
or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the
combined companies. There are a number of risks and uncertainties, many of which are beyond the parties’ control, that could cause
actual results to differ materially from the forward-looking statements included herein, including, but not limited to, the risk that
the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; the possibility that stockholders of Ready Capital may not approve the
issuance of Ready Capital common stock in connection with the Merger; the possibility that stockholders of Broadmark may not approve the
Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks
related to disruption of management’s attention from ongoing business operations due to the proposed Merger; the risk that any announcements
relating to the Merger could have adverse effects on the market price of common stock of Ready Capital or Broadmark; the risk that the
Merger and its announcement could have an adverse effect on the operating results and businesses of Ready Capital and Broadmark generally;
the outcome of any legal proceedings relating to the Merger; the ability to successfully integrate the businesses following the Merger;
risks related to the origination and ownership of construction loans and other assets, which are typically short-term loans that are subject
to additional risks as compared to loans secured by existing structures or land; risks related to the origination and ownership of bridge
loans and other assets, which are typically short-term loans that are subject to higher interest rates, transaction costs and uncertainty
on loan repayment; the ability to retain key personnel; the impact of the COVID-19 pandemic on the business and operations, financial
condition, results of operations, and liquidity and capital resources of Ready Capital and Broadmark; conditions in the market for mortgage-related
investments; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing;
market conditions; general economic conditions; inflationary pressures on the capital markets and the general economy; and legislative
and regulatory changes that could adversely affect the business of Ready Capital or Broadmark. All such factors are difficult to predict,
including those risks set forth in Ready Capital’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K that are available on Ready Capital’s website at http://www.readycapital.com and on the SEC’s website
at http://www.sec.gov, and those risks set forth in Broadmark’s annual reports on Form 10-K, quarterly reports on Form 10-Q,
and current reports on Form 8-K that are available on its website at http://www.broadmark.com and on the SEC’s website at http://www.sec.gov.
The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. Readers are cautioned
not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Ready Capital undertakes no obligation
to update these forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.