Agreement. Following the Effective Time, each Broadmark Warrant that is outstanding as of the Effective Time shall remain outstanding and entitle each holder thereof to receive, upon the exercise of such Broadmark Warrant, a number of shares of Ready Capital Common Stock equal to the product of (i) the total number of shares of Broadmark Common Stock that such holder would have been entitled to receive had such holder exercised such Broadmark Warrant immediately prior to the Effective Time and (ii) the Exchange Ratio.

Based on the number of shares of Broadmark Common Stock outstanding on the close of business on ~~[•],~~April 17, 2023, the record date for the Ready Capital special meeting, and an Exchange Ratio of 0.47233, Ready Capital expects approximately ~~[•]~~62,229,623 shares of Ready Capital Common Stock will be issued in connection with the Merger.

Ready Capital and Broadmark will each hold a special meeting of their respective stockholders. Ready Capital’s special meeting will be held live over the Internet on ~~[•],~~May 30, 2023, at ~~[•]~~9:00 a.m., Eastern Time. Broadmark’s special meeting will be held live over the Internet on ~~[•],~~May 30, 2023, at ~~[•]~~10:00 a.m., Pacific Time.

At the Ready Capital special meeting, the Ready Capital stockholders will be asked to (i) consider and vote on a proposal to approve the issuance of shares of Ready Capital Common Stock in the Merger (the “Ready Capital Common Stock Issuance Proposal”) and (ii) consider and vote on a proposal to approve the adjournment of the Ready Capital special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Ready Capital Common Stock Issuance Proposal (the “Ready Capital Adjournment Proposal”). The Ready Capital Board has unanimously (i) determined that the Merger Agreement, the Voting Agreement, by and between Broadmark and Waterfall Management, LLC, dated February 26, 2023 (the “Voting Agreement”), and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the issuance of shares of Ready Capital Common Stock (the “Ready Capital Common Stock Issuance”), are advisable and in the best interests of Ready Capital, (ii) authorized and approved the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal. Pursuant to Maryland law and Ready Capital’s Amended and Restated Bylaws, only those matters included in the notice of the Ready Capital special meeting may be considered and voted upon at the Ready Capital special meeting.

At the Broadmark special meeting, the Broadmark stockholders will be asked to (i) consider and vote on a proposal (the “Broadmark Merger Proposal”) to approve the Merger and the other transactions contemplated by the Merger Agreement, (ii) consider and vote, on a non-binding, advisory basis, on a proposal (the “Broadmark Compensation Proposal”) to approve of the compensation that may be paid or become payable to Broadmark’s named executive officers that is based on or otherwise relates to the Merger, and (iii) consider and vote on a proposal (the “Broadmark Adjournment Proposal”) to approve the adjournment of the Broadmark special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Broadmark Merger Proposal. The Broadmark Board has unanimously (i) determined that the Merger Agreement is advisable and in the best interests of Broadmark, and authorized and approved the Merger Agreement, (ii) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Broadmark, (iii) subject to the terms of the Merger Agreement, directed that the Merger and the other transactions contemplated by the Merger Agreement be submitted to the holders of Broadmark Common Stock for consideration, with the recommendation that the holders of Broadmark Common Stock approve the Merger and the other transactions contemplated by the Merger Agreement and (iv) determined that the Voting Agreement is advisable and in the best interests of Broadmark, and authorized and approved the Voting Agreement. The Broadmark Board unanimously recommends that the Broadmark stockholders vote “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal. Pursuant to Maryland law and Broadmark’s Amended and Restated Bylaws, only those matters included in the notice of the Broadmark special meeting may be considered and voted upon at the Broadmark special meeting.

This joint proxy statement/prospectus provides detailed information about the special meetings of Ready Capital and Broadmark, the Merger Agreement, the Merger and other related matters. A copy of the

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Merger Agreement is included as Annex A to this joint proxy statement/prospectus. We encourage you to read this joint proxy statement/prospectus, the Merger Agreement and the other annexes to this joint proxy statement/prospectus carefully and in their entirety. In particular, you should carefully consider the discussion in the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 32. You may also obtain more information about each company from the documents they file with the Securities and Exchange Commission (the “SEC”).

Whether or not you plan to virtually attend the Ready Capital special meeting or the Broadmark special meeting, as applicable, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or authorize a proxy to vote your shares through the Internet or by telephone. You may also authorize a proxy to vote your shares over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you authorize a proxy to vote your shares through the Internet or by telephone, you will be asked to provide the company number and control number from the enclosed proxy card. If you attend and vote at a special meeting virtually over the Internet, your vote by ballot will revoke any proxy previously submitted. We note that attendance alone is not sufficient to revoke a previously authorized proxy.

Your vote is very important, regardless of the number of shares of stock you own. Whether or not you plan to virtually attend the Ready Capital special meeting or the Broadmark special meeting, as applicable, please authorize a proxy to vote your shares of stock as promptly as possible to make sure that your shares of stock are represented at the applicable special meeting. Please note that the failure to vote, or authorize a proxy to vote, your shares of stock of Broadmark is the equivalent of a vote against the Broadmark Merger Proposal.

Thank you in advance for your continued support.

Sincerely,

Thomas E. Capasse
Chairman, Chief Executive Officer and Chief
Investment Officer
Ready Capital Corporation

Jeffrey B. Pyatt
Chairman, Interim Chief Executive Officer
Broadmark Realty Capital Inc.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the securities to be issued in connection with the Merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [•], 2023, and is first being mailed to the stockholders of Ready Capital and the stockholders of Broadmark on or about [•], 2023.

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1251 Avenue of the Americas, 50th Floor
New York, NY 10020

NOTICE OF SPECIAL MEETING OF READY CAPITAL STOCKHOLDERS
TO BE HELD ON ~~[•]~~, MAY 30, 2023

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Ready Capital Corporation, a Maryland corporation (“Ready Capital”), will be held live over the Internet on ~~[•],~~May 30, 2023 at ~~[•]~~9:00 a.m., Eastern Time, for the following purposes:

1.

to consider and vote on a proposal (the “Ready Capital Common Stock Issuance Proposal”) to approve the issuance of shares of common stock, par value $0.0001 per share, of Ready Capital (“Ready Capital Common Stock”) pursuant to the Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of February 26, 2023, by and among Ready Capital, RCC Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Broadmark Realty Capital Inc., a Maryland corporation (“Broadmark”), a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice; and

2.

to consider and vote on a proposal (the “Ready Capital Adjournment Proposal”) to adjourn the Ready Capital special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Ready Capital Common Stock Issuance Proposal.

Pursuant to Maryland law and the Ready Capital’s Amended and Restated Bylaws, Ready Capital will transact no other business at the Ready Capital special meeting or any postponement or adjournment thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Ready Capital special meeting. The board of directors of Ready Capital (the “Ready Capital Board”) has fixed the close of business on ~~[•],~~April 17, 2023 as the record date (the “Ready Capital Record Date”) for the determination of Ready Capital stockholders entitled to notice of, and to vote at, the Ready Capital special meeting or any postponement or adjournment thereof. Accordingly, only stockholders at the close of business on the Ready Capital Record Date are entitled to notice of, and to vote at, the Ready Capital special meeting and any postponement or adjournment thereof.

The Ready Capital Board has unanimously (i) determined that the Merger Agreement, the Voting Agreement, by and between Broadmark and Waterfall Management, LLC, dated February 26, 2023 (the “Voting Agreement”) and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the merger of Broadmark with and into Merger Sub (the “Merger”) and the issuance of shares of Ready Capital Common Stock (the “Ready Capital Common Stock Issuance”), are advisable and in the best interests of Ready Capital, (ii) authorized and approved the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal.

Your vote is very important, regardless of the number of shares of Ready Capital Common Stock you own. Whether or not you plan to virtually attend the Ready Capital special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the Ready Capital

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Adjournment Proposal. Even if you plan to virtually attend the Ready Capital special meeting, we urge you to authorize a proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the Ready Capital special meeting to ensure that your shares will be represented and voted at the Ready Capital special meeting. If you hold your shares of Ready Capital Common Stock in “street name,” which means through a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

Please note that if you hold shares of stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of stock represented by each account. If you attend the Ready Capital special meeting virtually over the Internet, you may revoke your proxy and vote electronically at the Ready Capital special meeting, even if you have previously returned your proxy card or authorized a proxy to vote your shares through the Internet or by telephone. We note that attendance alone will not revoke a previously authorized proxy. If your shares of Ready Capital Common Stock are held by a broker, bank or other nominee, and you plan to attend the Ready Capital special meeting virtually over the Internet and vote your shares electronically at the Ready Capital special meeting, you must first obtain a legal proxy from your broker, bank or other nominee to vote electronically at the virtual Ready Capital special meeting. Obtaining a legal proxy may take several days. Please carefully review the instructions in the enclosed joint proxy statement/prospectus and the enclosed proxy card or the information forwarded by your broker, bank or other nominee regarding each of these options.

All Ready Capital stockholders will need to register in order to be able to virtually attend the Ready Capital special meeting, submit questions during the Ready Capital special meeting and vote their shares electronically at the Ready Capital special meeting. On the day of the Ready Capital special meeting, if you have properly registered, you may enter the virtual Ready Capital special meeting by logging in using the password you received in your confirmation email following your registration. You will also need the virtual control number assigned to you in your registration confirmation email. If you wish to vote your shares electronically at the Ready Capital special meeting, click on the link that will be provided during the Ready Capital special meeting while the polls are open, and use the virtual control number assigned to you in your registration confirmation email.

This notice and the enclosed joint proxy statement/prospectus are first being mailed to Ready Capital stockholders on or about [•], 2023.

By Order of the Board of Directors,

Andrew Ahlborn
Secretary and Chief Financial Officer

New York, New York
[•], 2023

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[MISSING IMAGE: lg_broadmarkrealtycap-4c.jpg]

BROADMARK REALTY CAPITAL INC.
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101

NOTICE OF SPECIAL MEETING OF BROADMARK STOCKHOLDERS
TO BE HELD ON ~~[•]~~, MAY 30, 2023

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Broadmark special meeting”) of Broadmark Realty Capital Inc. (“Broadmark”), a Maryland corporation, will be held solely by means of remote communication live over the Internet at ~~[•]~~www.virtualshareholdermeeting.com/BRMK2023SM on ~~[•],~~May 30, 2023 at ~~[•]~~10:00 a.m., Pacific Time, for the following purposes:

1.

to consider and vote on a proposal (the “Broadmark Merger Proposal”) to approve the merger of Broadmark with and into RCC Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of Ready Capital Corporation (“Ready Capital”), a Maryland corporation, with Merger Sub continuing as the surviving entity and a subsidiary of Ready Capital, and the other transactions contemplated in connection therewith (collectively, the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of February 26, 2023, by and among Ready Capital, Merger Sub and Broadmark (the “Merger Agreement”), as it may be amended from time to time, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice;

2.

to consider and vote on a proposal (the “Broadmark Compensation Proposal”) to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Broadmark’s named executive officers that is based on or otherwise relates to the Merger; and

3.

to consider and vote on a proposal (the “Broadmark Adjournment Proposal”) to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Broadmark Merger Proposal.

Pursuant to Maryland law and the Broadmark’s Amended and Restated Bylaws, Broadmark will transact no other business at the Broadmark special meeting or any postponement or adjournment thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Broadmark special meeting. The board of directors of Broadmark (the “Broadmark Board”) has fixed the close of business on ~~[•],~~April 17, 2023 as the record date (the “Broadmark Record Date”) for the determination of the holders of shares of common stock, par value $0.001 per share, of Broadmark (the “Broadmark Common Stock”) entitled to notice of, and to vote at, the Broadmark special meeting or any postponement or adjournment thereof. Accordingly, only Broadmark stockholders at the close of business on the Broadmark Record Date are entitled to notice of, and to vote at, the Broadmark special meeting and any postponement or adjournment thereof.

The Broadmark Board has unanimously (i) determined that the Merger Agreement is advisable and in the best interests of Broadmark, and authorized and approved the Merger Agreement, (ii) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Broadmark, (iii) subject to the terms of the Merger Agreement, directed that the Merger and the other transactions contemplated by the Merger Agreement be submitted to the holders of Broadmark Common Stock for consideration, with the recommendation that the holders of Broadmark Common Stock approve the Merger and the other transactions contemplated by the Merger Agreement and (iv) determined that the Voting Agreement, by and between Broadmark and Waterfall Management, LLC, dated February 26, 2023 (the “Voting Agreement”) is advisable and in the best interests of Broadmark, and authorized and approved the Voting Agreement. The Broadmark Board unanimously recommends that the Broadmark stockholders vote “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal.

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Your vote is very important, regardless of the number of shares of Broadmark Common Stock you own. Whether or not you plan to attend the Broadmark special meeting virtually, please authorize a proxy to vote your shares of Broadmark Common Stock as promptly as possible to make sure that your shares are represented at the Broadmark special meeting. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal.

To ensure your representation at the Broadmark special meeting, you are urged to vote your shares of Broadmark Common Stock by: (1) phone, (2) via the Internet or (3) if you have requested the proxy materials by mail, by marking, signing, dating and promptly returning the proxy card in the enclosed postage-paid envelope for that purpose. Whether or not you plan to attend the virtual Broadmark special meeting, we urge you to authorize a proxy to vote your shares in advance of the Broadmark special meeting by one of the methods described above. Any Broadmark stockholder attending the virtual Broadmark special meeting may vote at the Broadmark special meeting even if he or she previously submitted a proxy. If your shares of Broadmark Common Stock are held by a broker, bank or other nominee, please follow the instructions from your broker, bank or other nominee to have your shares voted.

Please note that if you hold shares of Broadmark Common Stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of Broadmark Common Stock represented by each account. If you attend the Broadmark special meeting virtually over the Internet, you may revoke your proxy and vote electronically at the Broadmark special meeting, even if you have previously returned your proxy card or authorized, through the Internet or by telephone, a proxy to vote your shares of Broadmark Common Stock. We note that attendance alone will not revoke a previously authorized proxy. Please carefully review the instructions in the enclosed joint proxy statement/prospectus and the enclosed proxy card or the information forwarded by your broker, bank or other nominee regarding each of these options.

All Broadmark stockholders will need their 16-digit control number to be authenticated in order to be able to attend the Broadmark special meeting virtually, submit questions during the Broadmark special meeting and vote their shares electronically at the Broadmark special meeting.

If you are a registered stockholder:

•

Please find your 16-digit control number on your proxy card or email to virtually attend the Broadmark special meeting.

If you are a street name stockholder (i.e., you hold your shares beneficially through a broker or bank):

•

Please find your 16-digit control number on your Voting Instruction Form (VIF) or email to virtually attend the Broadmark special meeting.

Please note that if you are unable to provide your 16-digit control number, you may still be able to virtually attend the Broadmark special meeting, but you will be unable to vote your shares electronically at the Broadmark special meeting nor be able to ask questions.

On the day of the Broadmark special meeting, please have your 16-digit control number ready to be authenticated in order to vote and ask questions during the Broadmark special meeting. After you’ve been authenticated with your 16-digit control number, if you wish to vote your shares electronically at the Broadmark special meeting, click on the lower text box titled “Vote Here!” that will open up the proposals during the virtual Broadmark special meeting while the polls are open to cast your vote.

This notice and the enclosed joint proxy statement/prospectus are first being mailed to Broadmark stockholders on or about [•], 2023.

By Order of the Board of Directors,

Nevin Boparai
Chief Legal Officer and Secretary

Seattle, Washington
[•], 2023

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Ready Capital and Broadmark from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. To obtain timely delivery, you must request the information no later than five business days before the date of the applicable special meeting. You can obtain copies of this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus by requesting them from Ready Capital’s or Broadmark’s investor relations departments:

If you are a Ready Capital stockholder:

1251 Avenue of the Americas, 50th Floor
New York, New York 10020
(212) 257-4666
Attention: Investor Relations

If you are a Broadmark stockholder:

1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
(206) 971-0800
Attention: Investor Relations

Investors may also consult Ready Capital’s or Broadmark’s website for more information concerning the Merger and other related transactions described in this joint proxy statement/prospectus. Ready Capital’s website is www.readycapital.com. Broadmark’s website is www.broadmark.com. Each company’s public filings are also available at www.sec.gov. The information contained on Ready Capital’s and Broadmark’s websites is not part of this joint proxy statement/prospectus and is not incorporated herein by reference.

If you would like to request copies of this joint proxy statement/prospectus and any documents that are incorporated by reference into this joint proxy statement/prospectus, please do so by ~~[•]~~, May 17, 2023 in order to receive them before the Ready Capital special meeting and by ~~[•], 2023 in order to receive them before~~ the Broadmark special meeting.

In addition, if you have questions about the Merger or the accompanying joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact Ready Capital’s investor relations department at (212) 257-4666 or Broadmark’s investor relations department at (206) 971-0800. You will not be charged for any of these documents that you request.

For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page ~~203~~204.

ABOUT THIS DOCUMENT

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. ~~333-[•])~~333-270849) filed by Ready Capital with the SEC, constitutes a prospectus of Ready Capital for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Ready Capital Common Stock to be issued to Broadmark stockholders in exchange for shares of Broadmark Common Stock in the Merger. This joint proxy statement/prospectus also constitutes a proxy statement for each of Ready Capital and Broadmark for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, it constitutes a notice of special meeting with respect to the Ready Capital special meeting and a notice of special meeting with respect to the Broadmark special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [•], 2023, and you should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this joint proxy statement/prospectus to Ready Capital stockholders or Broadmark stockholders nor the Ready Capital Common Stock Issuance to Broadmark stockholders in the Merger pursuant to the Merger Agreement will create any implication to the contrary.

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

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGER

The following questions and answers are intended to address certain commonly asked questions regarding the Merger Agreement, the Merger and the Ready Capital and Broadmark special meetings. These questions and answers do not address all questions that may be important to you as a stockholder of Ready Capital or Broadmark. Please refer to the “Summary” beginning on page 17 and the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus, which you should read carefully. Unless stated otherwise, all references in this joint proxy statement/prospectus to:

•

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

•

“Broadmark Adjournment Proposal” refers to the proposal to the Broadmark stockholders to approve the adjournment of the Broadmark special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Broadmark Merger Proposal.

•

“Broadmark Board” refers to the board of directors of Broadmark.

•

“Broadmark Bylaws” refers to Broadmark’s Amended and Restated Bylaws, as amended from time to time.

•

“Broadmark Charter” refers to the charter of Broadmark.

•

“Broadmark Common Stock” refers to each outstanding share of common stock, par value $0.001 per share, of Broadmark.

•

“Broadmark Compensation Proposal” refers to the proposal to the Broadmark stockholders to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Broadmark’s named executive officers that is based on or otherwise relates to the Merger.

•

“Broadmark Merger Proposal” refers to the proposal to the Broadmark stockholders to approve the Merger and the other transactions contemplated by the Merger Agreement.

•

“Broadmark Record Date” means the close of business on ~~[•],~~April 17, 2023.

•

“Closing” refers to the closing of the Merger.

•

“Code” refers to the Internal Revenue Code of 1986, as amended.

•

“Combined Company” refers to Ready Capital and its subsidiaries after the Closing.

•

“Effective Time” refers to such date and time the Merger becomes effective.

•

“Exchange Ratio” means 0.47233, subject to adjustment as provided in the Merger Agreement.

•

“GAAP” refers to the accounting principles generally accepted in the United States of America.

•

“J.P. Morgan” refers to J.P. Morgan Securities LLC.

•

“Merger” refers to the merger of Broadmark with and into Merger Sub, with Merger Sub continuing as the surviving company and a subsidiary of Ready Capital.

•

“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of February 26, 2023, by and among Ready Capital, Merger Sub and Broadmark, as it may be amended or modified from time to time, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

•

“Merger Sub” refers to RCC Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital.

•

“NYSE” refers to the New York Stock Exchange.

•

“Ready Capital” refers to Ready Capital Corporation, a Maryland corporation.

•

“Ready Capital Adjournment Proposal” refers to the proposal to the Ready Capital stockholders to approve the adjournment of the Ready Capital special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Ready Capital Common Stock Issuance Proposal.

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•

“Ready Capital Board” refers to the board of directors of Ready Capital.

•

“Ready Capital Bylaws” refers to Ready Capital’s Amended and Restated Bylaws, as amended from time to time.

•

“Ready Capital Charter” refers to the charter of Ready Capital.

•

“Ready Capital Common Stock” refers to the common stock, par value $0.0001 per share, of Ready Capital.

•

“Ready Capital Common Stock Issuance” refers to the issuance of shares of Ready Capital Common Stock to holders of Broadmark Common Stock, as contemplated by the Merger Agreement.

•

“Ready Capital Common Stock Issuance Proposal” refers to the proposal to the Ready Capital stockholders to approve the Ready Capital Common Stock Issuance.

•

“Ready Capital Management Agreement” refers to the Amended and Restated Management Agreement, among Ready Capital, certain of Ready Capital’s subsidiaries and the Ready Capital Manager, dated May 9, 2016, as amended.

•

“Ready Capital Manager” refers to Waterfall Asset Management, LLC, Ready Capital’s external manager.

•

“Ready Capital Operating Partnership” refers to the operating partnership subsidiary of Ready Capital, Sutherland Partners, L.P., a Delaware limited partnership.

•

“Ready Capital Preferred Stock” refers to the preferred stock, par value $0.0001 per share, of Ready Capital.

•

“Ready Capital Record Date” means the close of business on ~~[•],~~April 17, 2023.

•

“REIT” refers to a real estate investment trust as defined in Section 856 of the Code.

•

“SEC” refers to the Securities and Exchange Commission.

•

“Voting Agreement” refers to the Voting Agreement, by and between Broadmark and Waterfall Management, LLC, dated February 26, 2023, as it may be amended from time to time, a copy of which is attached as Annex B to this joint proxy statement/prospectus.

•

“Wells Fargo Securities” refers to Wells Fargo Securities, LLC.

Q:

What is the Merger?

A:

Ready Capital, Merger Sub and Broadmark have entered into the Merger Agreement pursuant to which, and subject to the terms and conditions of the Merger Agreement, Broadmark will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly owned subsidiary of Ready Capital. A copy of the Merger Agreement is attached as Annex A to this document. In order to complete the Merger, among other conditions described in the Merger Agreement and this joint proxy statement/prospectus, the stockholders of Ready Capital must approve the Ready Capital Common Stock Issuance and the stockholders of Broadmark must approve the Merger.

Q:

Why am I receiving this joint proxy statement/prospectus?

A:

Ready Capital and Broadmark are delivering this document to you because it is a joint proxy statement being used by both the Ready Capital Board and the Broadmark Board to solicit proxies from Ready Capital’s and Broadmark’s respective stockholders in connection with the approval of the Merger, the issuance of shares of Ready Capital Common Stock and related matters.

In order to approve the issuance of shares of Ready Capital Common Stock, Ready Capital has called a special meeting of its stockholders. This document serves as a proxy statement for the Ready Capital special meeting and describes the proposals to be presented at the Ready Capital special meeting.

Broadmark has also called a special meeting of its stockholders to approve the Merger and related matters. This document serves as a proxy statement for the Broadmark special meeting and describes the proposals to be presented at the Broadmark special meeting.

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Finally, this document is also a prospectus that is being delivered to all holders of Broadmark Common Stock because, in connection with the Merger, Ready Capital will issue shares of Ready Capital Common Stock to the holders of Broadmark Common Stock, as provided in the Merger Agreement and as described in this joint proxy statement/prospectus.

This joint proxy statement/prospectus contains important information about the Merger and the other proposals being considered and voted on at the Ready Capital and Broadmark special meetings and important information to consider in connection with an investment in Ready Capital Common Stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Ready Capital Common Stock or Broadmark Common Stock, as applicable, voted by proxy without attending the applicable special meeting virtually. Your vote is important and we encourage you to authorize your proxy as soon as possible.

Q:

What proposals are Ready Capital stockholders being asked to approve?

A:

The Ready Capital stockholders are being asked to approve the Ready Capital Common Stock Issuance Proposal in connection with the Merger. The approval of the Ready Capital Common Stock Issuance Proposal by the Ready Capital stockholders is a condition to the effectiveness of the Merger.

The Ready Capital stockholders are also being asked to approve the Ready Capital Adjournment Proposal, if necessary. The approval of this proposal is not a condition to the effectiveness of the Merger.

Q:

What proposals are Broadmark stockholders being asked to approve?

The Broadmark stockholders are being asked to approve the Broadmark Merger Proposal. The approval of the Broadmark Merger Proposal by the Broadmark stockholders is a condition to the effectiveness of the Merger.

The Broadmark stockholders are being asked to approve the Broadmark Compensation Proposal. The Broadmark Compensation Proposal is advisory only and, therefore, is not binding on Broadmark and, if the Broadmark Merger Proposal is approved by the Broadmark stockholders and the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be payable to Broadmark’s named executive officers, in accordance with the terms and conditions applicable to such compensation, even if the Broadmark Compensation Proposal is not approved.

The Broadmark stockholders are also being asked to approve the Broadmark Adjournment Proposal, if necessary. The approval of this proposal is not a condition to the effectiveness of the Merger.

Q:

Why are Ready Capital and Broadmark proposing the Merger?

A:

The Ready Capital Board and the Broadmark Board have determined that the Merger will provide a number of significant strategic opportunities and benefits and will be in the best interests of Ready Capital and Broadmark, respectively. To review the Ready Capital Board’s and the Broadmark Board’s reasons for the Merger in greater detail, see “The Merger — Recommendation of the Ready Capital Board and Its Reasons for the Merger” beginning on page 82 and “The Merger — Recommendation of the Broadmark Board and Its Reasons for the Merger” beginning on page 78.

Q:

What happens if the market price of Ready Capital Common Stock or Broadmark Common Stock changes before the Closing?

A:

Changes in the market price of Ready Capital Common Stock or the market price of Broadmark Common Stock at or prior to the Effective Time will not change the number of shares of Ready Capital Common Stock that Broadmark stockholders will receive in the Merger.

Q:

Are there any conditions to completion of the Merger?

A:

Yes. In addition to the approvals of the Ready Capital stockholders and the Broadmark stockholders, as described herein, there are a number of conditions that must be satisfied or waived for the Merger to be consummated. For a description of all of the conditions to the Merger, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page ~~128~~129.

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The following questions and answers apply to Ready Capital stockholders only:

Q:

When and where is the Ready Capital special meeting?

A:

The special meeting of Ready Capital stockholders will be held virtually over the Internet on ~~[•],~~May 30, 2023 at ~~[•]~~9:00 a.m., Eastern Time.

Q:

What matters will be voted on at the Ready Capital special meeting?

A:

Ready Capital stockholders will be asked to consider and vote on the following proposals:

•

the Ready Capital Common Stock Issuance Proposal; and

•

the Ready Capital Adjournment Proposal.

Pursuant to Maryland Law and the Ready Capital Bylaws, Ready Capital will transact no other business at the Ready Capital special meeting or any postponement or adjournment thereof.

Q:

How does the Ready Capital Board recommend that I vote on the proposals?

A:

The Ready Capital Board has unanimously (i) determined that the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, are advisable and in the best interests of Ready Capital, (ii) authorized and approved the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) recommended that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal. For a more complete description of the recommendation of the Ready Capital Board, see “The Merger — Recommendation of the Ready Capital Board and Its Reasons for the Merger” beginning on page 82.

Q:

How do I attend the Ready Capital special meeting?

A:

If you are a registered stockholder:

If you were a stockholder of record as of the close of business on the Ready Capital Record Date, you can attend the Ready Capital special meeting by accessing ~~[•]~~www.meetnow.global/M5HHNH5 and entering the ~~[•]-digit~~15-digit control number on the proxy card previously sent to you by ~~Okapi Partners LLC (“Okapi”~~Computershare Inc. and Computershare Trust Company, N.A. (collectively, “Computershare”). Once you have completed these steps, select the “login” button, which will take you to the special meeting page where you can vote, submit written questions and listen to the meeting. If you are a stockholder of record and you have misplaced your ~~[•]-digit~~15-digit control number, please call ~~Okapi~~Computershare at ~~(212) 297-0720.~~(866) 567-4704 in the United States or +1 (781) 575-2428 from foreign countries.

If you are a beneficial owner:

If you were a beneficial owner as of the close of business on the Ready Capital Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a broker, bank or other nominee) or hold a proxy from a registered stockholder, you must register in advance in order to attend the Ready Capital special meeting. To register, please obtain a legal proxy from the broker, bank or other nominee that is the record holder of your shares and then submit the legal proxy, along with your name and email address, to ~~Okapi~~Computershare to receive a ~~[•]-digit~~15-digit control number that may be used to access the special meeting site provided above. Requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by ~~Okapi~~Computershare no later than 5:00 p.m., Eastern Time, on ~~[•].~~May 25, 2023. All such requests should be submitted (1) by email to ~~info@okapipartners.com,~~legalproxy@computershare.com or (2) ~~by facsimile to (212) 297-1710, or (3)~~ by mail to ~~1212 Avenue of the Americas, 17th Floor, New York, New York 10036.~~P.O. Box 43001, Providence, RI 02940-3001. Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. ~~Once~~If you have ~~obtained~~any problems obtaining your ~~[•]-digit control number from Okapi,~~legal proxy or have questions, please ~~follow the steps set forth above for “Record Holders” to attend the~~contact Ready ~~Capital special meeting.~~

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Capital’s proxy solicitor, Okapi Partners LLC (“Okapi”), at (844) 202-7428 or via email at info@okapipartners.com. Once you have obtained your 15-digit control number from Computershare, please follow the steps set forth above for “Record Holders” to attend the Ready Capital special meeting.

Record holders and beneficial owners should call ~~Okapi~~Computershare at ~~(212) 297-0720~~(866) 567-4704 in the United States or +1 (781) 575-2428 from foreign countries with any questions about attending the Ready Capital Special Meeting. If you encounter any technical difficulty accessing the Ready Capital special meeting, please visit ~~[•]~~www.investorvote.com/RC for assistance.

Q:

How do I vote at the Ready Capital special meeting?

A:

You can vote using the following the methods:

•

By Telephone — You can vote by telephone by calling ~~[•] in the United States or [•] from foreign countries~~1 (800) 652-8683 and following the instructions on the proxy card;

•

By Internet — You can vote over the Internet:

—

Before the Ready Capital special meeting by visiting ~~[•];~~www.investorvote.com/RC; or

—

During the Ready Capital special meeting by visiting ~~[•];~~www.meetnow.global/M5HHNH5; or

•

By Mail — You can vote by mail by completing, signing, dating and mailing the enclosed proxy card.

If you vote by proxy, the individuals named on the proxy card will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against each of the proposals. You may also specify you would like to abstain from voting for or against a proposal. If you do not indicate on your proxy card how your votes should be cast, your shares will be voted in accordance with the recommendation of the Ready Capital Board. Proxies authorized by telephone or the Internet must be received by 11:59 p.m., Eastern Time, on ~~[•].~~May 29, 2023.

Q:

How can I revoke or change my vote?

A:

You may revoke your proxy at any time before the vote is taken at the Ready Capital special meeting by:

•

authorizing a later proxy by telephone or through the Internet prior to 11:59 p.m., Eastern Time, on ~~[•];~~May 29, 2023; or

•

voting electronically at the Ready Capital special meeting.

Your attendance at the Ready Capital special meeting does not automatically revoke your previously submitted proxy.

Q:

What constitutes a quorum for the Ready Capital special meeting?

A:

The presence, virtually or by proxy, of the holders of shares of Ready Capital Common Stock entitled to cast a majority of all the votes entitled to be cast at the Ready Capital special meeting will constitute a quorum at the Ready Capital special meeting. Ready Capital will include abstentions in the calculation of the number of shares considered to be present at the Ready Capital special meeting for purposes of determining the presence of a quorum at the Ready Capital special meeting. As of the close of business on ~~[•],~~April 17, 2023, the Ready Capital Record Date for the Ready Capital special meeting, there were ~~[•]~~110,745,658 shares of Ready Capital Common Stock outstanding.

Q:

What vote is required for Ready Capital stockholders to approve the Ready Capital Common Stock Issuance Proposal?

A:

Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

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Q:

What vote is required for Ready Capital stockholders to approve the Ready Capital Adjournment Proposal?

A:

Approval of the Ready Capital Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

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Q:

How will Ready Capital stockholders be affected by the Merger and the Ready Capital Common Stock Issuance?

A:

After the Merger, each holder of Ready Capital Common Stock will continue to own the shares of Ready Capital Common Stock that such stockholder held immediately prior to the Merger. As a result, each Ready Capital stockholder will continue to own common stock in the Combined Company,

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and the exchange agent will forward to you the Merger Consideration to which you are entitled after receiving the proper documentation from you. For more information, see the section entitled “The Merger Agreement — Exchange Procedures” beginning on page ~~113~~114.

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Q:

How do I vote at the Broadmark special meeting?

A:

You can vote using the following the methods:

•

By Telephone — You can vote by telephone by calling the toll free telephone number set forth on the proxy card you received and following the instructions on the proxy card;

•

By Internet — You can vote over the Internet:

•

Before the Broadmark special meeting by visiting www.proxyvote.com;

•

During the Broadmark special meeting by visiting ~~[•];~~www.virtualshareholdermeeting.com/BRMK2023SM; or

•

By Mail — You can vote by mail by completing, signing, dating and mailing the enclosed proxy card.

If you vote by proxy, the individuals named on the proxy card will vote your shares in the manner you indicate. You may specify whether your shares should be voted “FOR” or “AGAINST” each of the proposals. You may also specify whether you would like to “ABSTAIN” from voting on a proposal. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Broadmark Board. Proxies authorized by telephone or via the Internet must be received by 11:59 p.m., Eastern Time, on ~~[•],~~May 29, 2023.

If your shares of Broadmark Common Stock are held in “street name”, please refer to the instructions provided by your broker, bank or other nominee to see which of the above choices are available to you.

Q:

How can I revoke or change my vote?

A:

Any proxy given by a Broadmark stockholder of record pursuant to this solicitation may be revoked at any time before the vote is taken at the Broadmark special meeting in any of the following ways:

•

authorizing a later proxy by telephone or through the Internet prior to 11:59 p.m., Eastern Time, on ~~[•],~~May 29, 2023;

•

filing with the Corporate Secretary of Broadmark, before the taking of the vote at the Broadmark special meeting, a written notice of revocation bearing a later date than the proxy card previously submitted;

•

duly executing a later dated proxy card relating to the same shares of stock and delivering it to the Corporate Secretary of Broadmark before the taking of the vote at the Broadmark special meeting; or

•

voting electronically at the Broadmark special meeting, although attendance at the Broadmark special meeting alone will not by itself constitute a revocation of a proxy.

Any written notice of revocation or subsequent proxy card should be sent to Broadmark Realty Capital Inc., 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101, Attention: Corporate Secretary.

If your shares of Broadmark Common Stock are held in “street name”, please refer to the instructions provided by your broker, bank or other nominee to see which of the above choices are available to you if you would like to revoke your proxy before the vote is taken at the Broadmark special meeting.

Q:

Do the Broadmark directors and executive officers have any interests in the Merger?

A:

Yes. In considering the Broadmark Board’s recommendation for Broadmark stockholders to approve the Broadmark Merger Proposal, Broadmark stockholders should be aware that the directors and executive officers of Broadmark have interests in the Merger that may be different from, or in addition to, the interests of Broadmark stockholders generally and that may present actual or potential conflicts of interests. These interests include:

•

treatment of Broadmark’s equity awards held by directors and executive officers;

•

certain executives are entitled to severance benefits upon a qualifying termination of employment, including base salary continuation and COBRA benefits;

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•

three current members of the Broadmark Board are expected to become members of the Ready Capital Board following the Effective Time; and

•

continued indemnification and insurance coverage for the directors and executive officers of Broadmark in accordance with the Merger Agreement.

The Broadmark Board was aware of these interests and considered them, among other matters, in reaching its decision to authorize and approve the Merger Agreement and making its recommendation that Broadmark stockholders approve the Broadmark Merger Proposal. For additional information, see “The Merger — Interests of Broadmark’s Directors and Executive Officers in the Merger” beginning on page 105.

Q:

What constitutes a quorum for the Broadmark special meeting?

A:

The Broadmark Bylaws provide that the presence, virtually or by proxy, of the holders of shares of Broadmark Common Stock entitled to cast a majority of all votes entitled to be cast at the Broadmark special meeting will constitute a quorum at the Broadmark special meeting. Abstentions will be counted for the purpose of determining a quorum.

Q:

What vote is required for Broadmark stockholders to approve the Broadmark Merger Proposal?

A:

Approval of the Broadmark Merger Proposal requires the affirmative vote of the holders of shares of Broadmark Common Stock entitled to cast a majority of all the votes entitled to be cast on the Broadmark Merger Proposal.

Q:

What vote is required for Broadmark stockholders to approve the Broadmark Compensation Proposal?

A:

Approval of the Broadmark Compensation Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Broadmark Common Stock.

The vote for the Broadmark Compensation Proposal is advisory only and, therefore, is not binding on Broadmark and, if the Broadmark Merger Proposal is approved by the Broadmark stockholders and the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be payable to Broadmark’s named executive officers, in accordance with the terms and conditions applicable to such compensation, even if the Broadmark Compensation Proposal is not approved.

Q:

What vote is required for Broadmark stockholders to approve the Broadmark Adjournment Proposal?

A:

Approval of the Broadmark Adjournment Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Broadmark Common Stock.

Q:

How are votes counted?

A:

For the Broadmark Merger Proposal, holders of Broadmark Common Stock may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstaining, failing to vote and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Broadmark Merger Proposal.

For the Broadmark Compensation Proposal, holders of Broadmark Common Stock may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstaining, failing to vote and broker non-votes, if any, will not have an effect on the Broadmark Compensation Proposal provided that a quorum is otherwise present.

For the Broadmark Adjournment Proposal, holders of Broadmark Common Stock may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstaining, failing to vote and broker non-votes, if any, will not have an effect on the Broadmark Adjournment Proposal provided that a quorum is otherwise present.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal.

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In addition, brokers, banks and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the Broadmark special meeting is considered “non-routine”, such organizations do not have discretion to vote on any of the proposals. As a result, if you hold your shares in “street name” and you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares of Broadmark Common Stock, your shares of Broadmark Common Stock will not be considered present at the Broadmark special meeting and will not be voted on any of the proposals.

Q:

Who is entitled to vote at the Broadmark special meeting?

A:

All holders of Broadmark Common Stock as of the close of business on ~~[•],~~April 17, 2023, the Broadmark Record Date for the Broadmark special meeting, are entitled to vote at the Broadmark special meeting. As of the Broadmark Record Date, there were ~~[•]~~131,750,308 issued and outstanding shares of Broadmark Common Stock. Each holder of record of Broadmark Common Stock on the Broadmark Record Date is entitled to one vote per share of Broadmark Common Stock with respect to each proposal.

Q:

Will Broadmark be required to submit the Broadmark Merger Proposal to the Broadmark stockholders even if the Broadmark Board has withdrawn, modified or qualified its recommendation?

A:

Yes. Unless the Merger Agreement is terminated before the Broadmark special meeting, Broadmark is required to submit the Broadmark Merger Proposal to its stockholders even if the Broadmark Board has withdrawn, modified or qualified its recommendation that Broadmark stockholders approve the Broadmark Merger Proposal.

Q:

How will Broadmark stockholders be affected by the Merger?

A:

Under the terms of the Merger Agreement, at the Effective Time, each share of Broadmark Common Stock issued and outstanding immediately prior to the Effective Time (excluding the Cancelled Shares) will automatically be converted into the right to receive from Ready Capital 0.47233 shares of Ready Capital Common Stock, subject to adjustment as provided in the Merger Agreement. Cash will be paid in lieu of any fractional shares of Ready Capital Common Stock that would have been issued as a result of the Merger. As such, after the Merger is completed, Broadmark Common Stock will no longer be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Broadmark stockholders, as of immediately prior to Closing, are expected to own in the aggregate approximately 36% of the Combined Company’s outstanding shares of common stock.

The following questions and answers apply to Ready Capital stockholders and Broadmark stockholders:

Q:

Have any Ready Capital stockholders or Broadmark stockholders already agreed to vote in favor of the proposals?

A:

As a condition to Broadmark’s willingness to enter into the Merger Agreement, concurrently with the execution of the Merger Agreement, Waterfall Management, LLC, which is an affiliate of the Ready Capital Manager, entered into the Voting Agreement with Broadmark under which it agreed (pursuant to the terms of the limited partnership agreement of Sutherland REIT Holdings, LP and solely in its capacity as the general partner of Sutherland REIT Holdings, LP) to vote or cause the holder of record on any applicable record date to vote the 11,431,049 shares of Ready Capital Common Stock over which it has voting power (representing approximately 10.32% of outstanding Ready Capital Common Stock as of the Ready Capital Record Date) in favor of the Ready Capital Common Stock Issuance Proposal. To Ready Capital’s and Broadmark’s knowledge, no Broadmark stockholder has entered into any agreement to vote either in favor of or against any proposal at the Broadmark special meeting.

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Q:

What happens if I sell my stock before the special meetings?

A:

The record date for each company’s special meeting is earlier than the date of each company’s special meeting and the date that the Merger is expected to be completed. If you sell your stock after your

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•

Broadmark stockholders as of immediately prior to Closing are expected to own in the aggregate the remaining approximately 36% of the Combined Company’s outstanding shares of common stock on a fully diluted basis.

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Q:

What additional dividends are Ready Capital and Broadmark permitted to pay?

A:

Pursuant to the Merger Agreement, prior to the date of the Closing, each of Broadmark and Ready Capital will declare and pay an interim dividend to their respective holders. The per share dividend amount payable by Broadmark will be an amount equal to an amount, if any, with respect to any taxable year of Broadmark, Ready Capital or any of their subsidiaries, as the case may be, ending on or prior

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Q:

How can I obtain additional information about Ready Capital and Broadmark?

A:

Ready Capital and Broadmark each file annual, quarterly and current reports, proxy statements and other information with the SEC. Each company’s filings with the SEC may be accessed on the Internet at http://www.sec.gov. Copies of the documents filed by Ready Capital with the SEC will be available free of charge on Ready Capital’s website at https://www.readycapital.com/ or by contacting Ready

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Q:

Who can answer my questions?

A:

If you have any questions about the Merger or the other matters to be voted on at the Ready Capital special meeting or the Broadmark special meeting, how to submit your proxy or need additional copies of this joint proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

If you are a Ready Capital stockholder:

Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, New York 10020
(212) 257-4666
Attention: Investor Relations

or

Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
(212) ~~297-1710~~297-0720
(844) 202-7428 (toll-free)
Email: info@okapipartners.com

If you are a Broadmark stockholder:

Broadmark Realty Capital Inc.
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
(206) 971-0800
Attention: Investor Relations

or

Alliance Advisors
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
(888) 991-1293
Email: BRMK@allianceadvisors.com

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SUMMARY

The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you with respect to the Merger Agreement, the Merger or the special meetings. Accordingly, you are encouraged to read this joint proxy statement/prospectus, including its annexes and the information incorporated by reference herein, carefully and in its entirety. Each item in this summary includes a page reference directing you to a more complete description of that topic. See also “Where You Can Find More Information and Incorporation by Reference” on page ~~203~~204.

The Companies (page 53)

Ready Capital Corporation

Ready Capital Corporation
1251 Avenue of the Americas
50th Floor
New York, New York 10020
(212) 257-4600

Ready Capital is a multi-strategy real estate finance company that originates, acquires, finances and services small to medium balance commercial (“SBC”) loans, Small Business Administration (“SBA”) loans, residential mortgage loans, and to a lesser extent, mortgage backed securities (“MBS”) collateralized primarily by SBC loans, or other real estate-related investments. Ready Capital’s loans generally range in original principal amounts up to $40 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties. Ready Capital’s acquisition and origination platforms consist of three operating segments: SBC lending and acquisitions, SBA originations, acquisitions and servicing, and residential mortgage banking. Ready Capital is externally managed and advised by the Ready Capital Manager, an investment advisor registered with the SEC under the Investment Advisors Act of 1940, as amended.

Ready Capital is a Maryland corporation that elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2011. As long as Ready Capital qualifies as a REIT, Ready Capital is generally not subject to U.S. federal income tax on its net taxable income to the extent that Ready Capital annually distributes all of its net taxable income to stockholders. Certain of Ready Capital’s assets that produce non-qualifying income are held in taxable REIT subsidiaries (“TRSs”). Unlike other subsidiaries of a REIT, the income of a TRS is subject to federal and state income taxes. Ready Capital is organized in a traditional umbrella partnership REIT format pursuant to which Ready Capital serves as the general partner of, and conducts substantially all of its business through, Sutherland Partners, L.P., which serves as Ready Capital’s operating partnership subsidiary. Ready Capital also intends to operate its business in a manner that will permit it to be excluded from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Ready Capital’s objective is to provide attractive risk-adjusted returns to its stockholders, primarily through dividends and secondarily through capital appreciation.

Ready Capital Common Stock is listed on the NYSE, trading under the symbol “RC”.

Ready Capital’s principal executive offices are located at 1251 Avenue of the Americas, 50th Floor, New York, New York 10020, and its telephone number is (212) 257-4600.

RCC Merger Sub, LLC

RCC Merger Sub, LLC
1251 Avenue of the Americas
50th Floor
New York, New York 10020
(212) 257-4600

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Merger Sub is a Delaware limited liability company that was formed on December 27, 2022, solely for the purpose of effecting the Merger. Upon Closing, the Merger will be consummated whereby Broadmark will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company. Merger Sub has not conducted any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Broadmark Realty Capital Inc.

Broadmark Realty Capital Inc.
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
(206) 971-0800

Broadmark is an internally managed commercial real estate finance company that has elected to be taxed as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2019. Based in Seattle, Washington, Broadmark specializes in underwriting, funding, servicing and managing a portfolio generally consisting of short-term, first deed of trust loans to fund the construction and development of, or investment in, residential or commercial properties.

Broadmark’s typical borrowers include real estate investors, developers and other commercial borrowers. Broadmark does not lend to owner-occupants of residential real estate. Broadmark’s loan proceeds are generally used to fund the vertical construction, horizontal development, investment, land acquisition and refinancing of residential properties and commercial properties. Broadmark’s loans may also be made to fund the renovation and rehabilitation of residential and commercial properties.

Broadmark seeks to preserve capital through its disciplined underwriting standards. Broadmark originates and funds loans generally secured by first deed of trust liens on residential and commercial real estate located in states that Broadmark believes have favorable demographic trends and that provide more efficient and quicker access to collateral in the event of borrower default.

Broadmark has built its business on a deep knowledge of the residential and commercial real estate market combined with a risk management approach that is designed to protect and preserve capital. Broadmark believes its flexibility and ability to structure loans that address the needs of its borrowers without compromising Broadmark’s standards on risk, Broadmark’s expertise in the loan market and Broadmark’s focus on newly originated first deed of trust loans have been the basis for Broadmark’s success.

As a REIT, Broadmark generally is not subject to U.S. federal income taxes on net income Broadmark distributes to its stockholders, so long as Broadmark makes timely distributions sufficient to satisfy the annual distribution requirements. Broadmark also operates its business in a manner that permits it to maintain an exclusion from registration under 1940 Act.

Broadmark Common Stock is traded on the New York Stock Exchange under the symbol “BRMK”.

Broadmark’s principal executive offices are located at 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101, and its telephone number is (206) 971-0800. Broadmark’s website is www.broadmark.com.

The Combined Businesses

Upon completion of the Merger, Ready Capital will remain a publicly traded corporation focused on acquiring, originating, managing, servicing and financing primarily SBC loans. Upon completion of the Merger, Ready Capital is expected to have a pro forma equity market capitalization of approximately $[•]$1.78 billion and a total capitalization of approximately ~~$[•]~~$1.9 billion based on the $[•]$10.31 per share closing price of Ready Capital Common Stock on ~~[•],~~April 17, 2023. Following the completion of the Merger, Ready Capital will continue to be externally managed by the Ready Capital Manager.

The combined business will continue to be operated through Ready Capital and its subsidiaries, which will include the surviving company and its subsidiaries.

The common stock of the Combined Company will continue to be listed on the NYSE, trading under the symbol “RC”.

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Ready Capital’s principal executive offices will remain located at 1251 Avenue of the Americas, 50th Floor, New York, New York 10020, and its telephone number will be (212) 257-4600.

The Merger

The Merger Agreement (page ~~112~~113)

Ready Capital, Merger Sub and Broadmark have entered into the Merger Agreement attached as Annex A to this joint proxy statement/prospectus, which is incorporated herein by reference. Ready Capital and Broadmark encourage you to carefully read the Merger Agreement in its entirety because it is the principal document governing the Merger and the other transactions contemplated by the Merger Agreement.

The Merger (page 67)

Subject to the terms and conditions of the Merger Agreement, Broadmark will merge with and into Merger Sub, with Merger Sub continuing as the surviving company from the Merger. Immediately upon completion of the Merger, the continuing Ready Capital stockholders as of immediately prior to Closing are expected to own in the aggregate approximately 64% of the Combined Company’s outstanding shares of common stock on a fully diluted basis, and the Broadmark stockholders as of immediately prior to Closing are expected to own in the aggregate the remaining approximately 36%, based on the number of issued and outstanding shares of Ready Capital Common Stock and Broadmark Common Stock (excluding the Cancelled Shares) as of ~~[•],~~April 17, 2023, and the Exchange Ratio of 0.47233. The exact equity stake of Ready Capital stockholders and Broadmark stockholders in the Combined Company immediately following the Merger will depend on the number of shares of Ready Capital Common Stock and Broadmark Common Stock issued and outstanding immediately prior to the Merger. Once the Merger is consummated, the Combined Company will retain the name “Ready Capital Corporation”, will continue to be listed on the NYSE, and its common stock will continue to trade under the symbol “RC”.

Consideration for the Merger (page ~~112~~113)

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding share of Broadmark Common Stock (excluding the Cancelled Shares) will be converted into the right to receive a fixed number of shares of Ready Capital Common Stock equal to the Exchange Ratio. No fractional shares of Ready Capital Common Stock will be issued in the Merger, and the value of any fractional interests to which a holder would otherwise be entitled will be paid in cash.

Each award of performance restricted stock units (each a “Broadmark Performance RSU Award”) granted by Broadmark under its 2019 Stock Incentive Plan (the “Broadmark Equity Plan”) will, as of the Effective Time, automatically be cancelled in exchange for the right to receive a number of shares of Ready Capital Common Stock equal to the product of (i) the number of shares of Broadmark Common Stock subject to such Broadmark Performance RSU Award based on the achievement of the applicable performance metric measured as of immediately prior to the Effective Time and (ii) the Exchange Ratio.

Each award of restricted stock units that is not a Broadmark Performance RSU Award granted pursuant to the Broadmark Equity Plan (each a “Broadmark RSU Award”) will be assumed by Ready Capital and converted into an award of restricted stock units with respect to a number of shares of Ready Capital Common Stock, equal to the product of (i) the total number of shares of Broadmark Common Stock subject to such Broadmark RSU Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such Broadmark RSU Award as of immediately prior to the Effective Time.

Each holder of a warrant (whether designated as public warrants, private warrants or otherwise) representing the right to purchase shares of Broadmark Common Stock pursuant to that certain Warrant Agreement (the “Broadmark Warrant Agreement”), dated as of May 14, 2018, by and between Trinity Merger Corp. and Continental Stock Transfer & Trust Company, as amended (each a “Broadmark Warrant”), may exercise such Broadmark Warrant at any time prior to the Effective Time in exchange for Broadmark Common Stock, in accordance with, and subject to, the terms and conditions of the Broadmark Warrant Agreement. Following the Effective Time, each Broadmark Warrant that is outstanding as of the Effective

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Time shall remain outstanding and entitle each holder thereof to receive, upon the exercise of such Broadmark Warrant, a number of shares of Ready Capital Common Stock equal to the product of (i) the total number of shares of Broadmark Common Stock that such holder would have been entitled to receive had such holder exercised such Broadmark Warrant immediately prior to the Effective Time and (ii) the Exchange Ratio.

Based on the number of shares of Broadmark Common Stock outstanding on ~~[•],~~April 17, 2023 and the Exchange Ratio of 0.47233, it is expected that approximately ~~[•]~~62,229,623 shares of Ready Capital Common Stock will be issued in connection with the Merger.

Recommendation of the Ready Capital Board and Its Reasons for the Merger (page 82)

At a meeting held on February 26, 2023, following careful consideration, the Ready Capital Board unanimously (i) determined that the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, are advisable and in the best interests of Ready Capital, (ii) authorized and approved the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. Certain factors considered by the Ready Capital Board in reaching its decision to authorize, approve and adopt the Merger Agreement, the Voting Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled “The Merger — Recommendation of the Ready Capital Board and Its Reasons for the Merger” beginning on page 82. The Ready Capital Board unanimously recommends that Ready Capital stockholders vote “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal.

Recommendation of the Broadmark Board and Its Reasons for the Merger (page 78)

On February 26, 2023, following careful consideration, the Broadmark Board unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger, are advisable and in the best interests of Broadmark, (ii) authorized and approved the Merger Agreement and declared the Merger advisable, (iii) directed that the Broadmark Merger Proposal be submitted to the holders of Broadmark Common Stock for consideration at the Broadmark special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Broadmark Common Stock approve the Broadmark Merger Proposal. Certain factors considered by the Broadmark Board in reaching its decision to authorize and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled “The Merger — Recommendation of the Broadmark Board and Its Reasons for the Merger” beginning on page 78. The Broadmark Board unanimously recommends that the Broadmark stockholders vote “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal.

Summary of Risk Factors Related to the Merger (page 32)

You should carefully consider the following important risks, together with all of the other information included in this joint proxy statement/prospectus and the risks related to the Merger and the related transactions described under the section “Risk Factors” beginning on page 32, before deciding how to vote:

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The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact Ready Capital’s and Broadmark’s ability to complete the Merger.

•

Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of Ready Capital Common Stock or Broadmark Common Stock and the future business and financial results of Ready Capital and/or Broadmark.

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The Merger Agreement contains provisions that could discourage a potential competing acquirer of either Ready Capital or Broadmark or could result in any competing acquisition proposal being at a lower price than it might otherwise be.

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The pendency of the Merger could adversely affect Ready Capital’s and Broadmark’s business and operations.

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The Merger and related transactions are subject to Ready Capital stockholder approval and Broadmark stockholder approval.

•

The voting power of Ready Capital stockholders and Broadmark stockholders will be diluted by the Merger.

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If the Merger is not consummated by August 26, 2023, either Ready Capital or Broadmark may terminate the Merger Agreement.

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The market value of the shares of Ready Capital Common Stock received by Broadmark stockholders will fluctuate based on the trading price of Ready Capital Common Stock.

•

The market price of Ready Capital Common Stock may decline as a result of the Merger and the market price of Ready Capital Common Stock after the consummation of the Merger may be affected by factors different from those affecting the price of Ready Capital Common Stock or the price of Broadmark Common Stock before the Merger.

•

Shares of Ready Capital Common Stock received by Broadmark stockholders as a result of the Merger will have different rights from shares of Broadmark Common Stock.

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Directors and executive officers of Broadmark have interests in the Merger that are different from, or in addition to, the interests of Broadmark stockholders.

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Directors and executive officers of Ready Capital may have interests in the Merger that are different from, or in addition to, the interests of Ready Capital stockholders.

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Completion of the Merger may trigger change in control or other provisions in certain agreements to which Broadmark is a party.

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An adverse judgment in any litigation challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

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If the Merger does not qualify as a reorganization, Broadmark stockholders may recognize a taxable gain.

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Following the Merger, the Combined Company may be unable to realize the anticipated synergies or other expected benefits of the Merger on the anticipated timeframe or at all.

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Following the Merger, the Combined Company may not pay dividends at or above the rate currently paid by Ready Capital or Broadmark.

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The Combined Company will have a significant amount of indebtedness and may need to incur more in the future.

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The Combined Company is expected to incur substantial expenses related and unrelated to the Merger.

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The historical and unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/prospectus may not be representative of the Combined Company’s results after the Merger and, accordingly, you have limited financial information on which to evaluate the Combined Company following the Merger.

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The Combined Company may incur adverse tax consequences if Ready Capital or Broadmark has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

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Investment in the Combined Company’s stock has various tax risks.

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The Ready Capital Special Meeting (page 56)

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Date, Time and Place. The special meeting of Ready Capital stockholders will be held live over the Internet on ~~[•],~~May 30, 2023 at ~~[•]~~9:00 a.m., Eastern Time.

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Purpose. At the Ready Capital special meeting, Ready Capital stockholders will be asked to consider and vote upon the Ready Capital Common Stock Issuance Proposal and the Ready Capital Adjournment Proposal. Pursuant to Maryland law and the Ready Capital Bylaws, no other matters may be brought before the Ready Capital special meeting.

•

Record Date; Voting Rights. Ready Capital common stockholders at the Ready Capital Record Date are entitled to vote at the Ready Capital special meeting and any postponement or adjournment thereof. Each holder of Ready Capital Common Stock on the Ready Capital Record Date is entitled to one vote per share with respect to each proposal.

•

Quorum. The presence, virtually or by proxy, of the holders of shares of Ready Capital Common Stock entitled to cast a majority of all votes entitled to be cast at the Ready Capital special meeting, will constitute a quorum at the Ready Capital special meeting. Abstentions will be counted for the purpose of determining a quorum.

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Required Vote. Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present. Approval of the Ready Capital Adjournment Proposal also requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

As of the close of business on the Ready Capital Record Date, directors and executive officers of Ready Capital and certain funds managed or advised by the Ready Capital Manager and its affiliates owned an aggregate of ~~[•]~~12,748,680 shares of Ready Capital Common Stock entitled to vote at the Ready Capital special meeting. Pursuant to the terms of the Voting Agreement, Waterfall Management, LLC has agreed to vote or cause the holder of record on any applicable record date to vote the 11,431,049 shares of Ready Capital Common Stock over which it has voting power “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal, if required. For additional information regarding the Voting Agreement, see “Summary — Voting Agreement” beginning on page ~~134~~135. In addition, Ready Capital currently expects that Ready Capital’s directors and executive officers and the Ready Capital Manager and its affiliates will vote their shares of Ready Capital Common Stock “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal, although none of them are obligated to do so.

Your vote as a Ready Capital common stockholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Ready Capital special meeting virtually.

The Broadmark Special Meeting (page 61)

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Date, Time and Place. The Broadmark special meeting of Broadmark stockholders will be held solely by means of remote communication live over the Internet on ~~[•],~~May 30, 2023 at ~~[•]~~10:00 a.m. Pacific Time.

•

Purpose. At the Broadmark special meeting, the holders of Broadmark Common Stock will be asked to consider and vote upon the Broadmark Merger Proposal, the Broadmark Compensation Proposal and the Broadmark Adjournment Proposal. Pursuant to Maryland law and the Broadmark Bylaws, no other matters may be brought before the Broadmark special meeting.

•

Record Date; Voting Rights. Holders of record of Broadmark Common Stock at the close of business on ~~[•],~~April 17, 2023 are entitled to vote at the Broadmark special meeting and any postponement or adjournment thereof. Each holder of record of Broadmark Common Stock on the Broadmark Record Date is entitled to one vote per share with respect to each proposal.

•

Quorum. The presence, virtually or by proxy, of the holders of shares of Broadmark Common Stock entitled to cast a majority of all votes entitled to be cast at the Broadmark special meeting, will constitute a quorum at the Broadmark special meeting. Abstentions will be counted for the purpose of determining a quorum.

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Required Vote. Approval of the Broadmark Merger Proposal requires the affirmative vote of the holders of shares of Broadmark Common Stock entitled to cast a majority of all the votes entitled to be cast on the Broadmark Merger Proposal. Approval of each of the Broadmark Compensation Proposal and the Broadmark Adjournment Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the applicable matter by holders of shares of Broadmark Common Stock at the meeting.

As of the close of business on the Broadmark Record Date, the directors and executive officers of Broadmark owned approximately ~~[•]%~~2.9% of the outstanding shares of Broadmark Common Stock entitled to vote at the Broadmark special meeting. Broadmark currently expects that Broadmark’s directors and executive officers will vote their shares of Broadmark Common Stock “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal, although none of them are obligated to do so.

Your vote as a Broadmark stockholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Broadmark special meeting virtually.

Opinion of Ready Capital’s Financial Advisor (page 93)

Ready Capital retained Wells Fargo Securities as the financial advisor to the Ready Capital Board in connection with the Merger. At the meeting of the Ready Capital Board on February 26, 2023, Wells Fargo Securities rendered its oral opinion to the Ready Capital Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to Ready Capital. Wells Fargo Securities subsequently confirmed this oral opinion by delivering its written opinion to the Ready Capital Board, dated February 26, 2023.

The full text of the written opinion of Wells Fargo Securities, dated February 26, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Stockholders of Ready Capital are urged to read the opinion in its entirety. Wells Fargo Securities’ written opinion was addressed to the Ready Capital Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the fairness, from a financial point of view, to Ready Capital of the Exchange Ratio in the Merger and did not address any other aspect of the Merger. The opinion does not constitute a recommendation to any stockholder of Ready Capital as to how such stockholder should vote with respect to the Merger or any other matter. For a description of the opinion that the Ready Capital Board received from Wells Fargo Securities, see “Opinion of Ready Capital’s Financial Advisor” beginning on page 93 of this joint proxy statement/prospectus.

Opinion of Broadmark’s Financial Advisor (page 85)

On February 26, 2023, at the meeting of the Broadmark Board at which the Merger was approved, J.P. Morgan, the financial advisor of Broadmark in connection with the Merger, rendered to the Broadmark Board an oral opinion, subsequently confirmed by delivery of a written opinion, dated February 26, 2023, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to the holders of Broadmark Common Stock.

The full text of J.P. Morgan’s written opinion, dated as of February 26, 2023, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The full text of the opinion contains a discussion of, among other things, the assumptions made, matters considered and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Broadmark stockholders are urged to read the opinion carefully and in its entirety. J.P. Morgan’s opinion was addressed to the Broadmark Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the fairness, from a financial point of view, to the holders of Broadmark Common Stock of the Exchange

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Ratio in the Merger and did not address any other aspect of the Merger or the other transactions contemplated by the Merger Agreement. J.P. Morgan expressed no opinion as to the fairness of the Exchange Ratio to the holders of any other class of securities, creditors or other constituencies of Broadmark or as to the underlying decision by Broadmark to engage in the Merger. The opinion does not constitute a recommendation to any stockholder of Broadmark as to how such stockholder should vote with respect to the Merger or any other matter.

For a description of the opinion that the Broadmark Board received from J.P. Morgan, see “The Mergers — Opinion of Broadmark’s Financial Advisor” beginning on page 85.

Directors and Management of Ready Capital After the Merger (page ~~133~~134)

Following the consummation of the Merger, the number of directors on the Ready Capital Board will be increased by three members, from nine to twelve, and will include all of the current directors of the Ready Capital Board and three additional directors, each of whom currently serves on the Broadmark Board. Each of the executive officers of Ready Capital immediately prior to the Effective Time will continue as an executive officer of the Combined Company following the Effective Time.

Interests of Ready Capital Directors and Executive Officers in the Merger (page ~~108~~109)

In considering the recommendation of the Ready Capital Board to approve the Ready Capital Common Stock Issuance, Ready Capital stockholders should be aware that directors and executive officers of Ready Capital have certain interests in the Merger that may be different from, or in addition to, the interests of Ready Capital stockholders generally and that may present actual or potential conflicts of interests. The Ready Capital Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby.

Ready Capital will continue to be managed by the Ready Capital Manager under the terms of the Ready Capital Management Agreement. Under the Ready Capital Management Agreement, the Ready Capital Manager provides the day-to-day management of Ready Capital’s business, including providing Ready Capital with its executive officers and all other personnel necessary to support its operations. In exchange for its services, Ready Capital pays the Ready Capital Manager a management fee as well as reimburses it for certain expenses incurred by it and its affiliates in rendering management services to Ready Capital. Certain directors and executive officers of Ready Capital are partners and employees of the Ready Capital Manager.

Pursuant to the Ready Capital Management Agreement, Ready Capital pays the Ready Capital Manager a management fee calculated and payable quarterly in arrears equal to 1.5% per annum of its stockholders’ equity (as defined in the Ready Capital Management Agreement) up to $500 million and 1.0% per annum of its stockholders’ equity in excess of $500 million. Following the Merger, Ready Capital stockholders’ equity will include the additional equity attributable to the acquisition of Broadmark and, thus, the amount of the management fees payable to the Ready Capital Manager will also increase, which gives the Ready Capital Manager (and, therefore, Ready Capital’s management) an incentive, not shared by Ready Capital stockholders, to negotiate and effect the Merger, possibly on terms less favorable to Ready Capital than would otherwise have been achieved.

For additional information, see “The Merger — Interests of Ready Capital’s Directors and Executive Officers in the Merger” beginning on page ~~108~~109.

Interests of Broadmark’s Directors and Executive Officers in the Merger (page 105)

In considering the Broadmark Board’s recommendation for Broadmark stockholders to approve the Broadmark Merger Proposal, Broadmark stockholders should be aware that the directors and executive officers of Broadmark have interests in the Merger that may be different from, or in addition to, the interests of Broadmark stockholders generally and that may present actual or potential conflicts of interests. The Broadmark Board was aware of these interests and considered them, among other matters, in reaching its decision to authorize and approve the Merger Agreement and making its recommendation that Broadmark stockholders approve the Broadmark Merger Proposal. These interests include:

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treatment of Broadmark’s equity awards held by directors and executive officers;

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certain executives are entitled to severance benefits upon a qualifying termination of employment, including base salary continuation and COBRA benefits;

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three current members of the Broadmark Board are expected to become members of the Ready Capital Board following the Effective Time; and

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continued indemnification and insurance coverage for the directors and executive officers of Broadmark in accordance with the Merger Agreement.

For additional information, see “The Merger — Interests of Broadmark’s Directors and Executive Officers in the Merger” beginning on page 105.

Voting Agreement (page ~~134~~135)

In connection with the Merger Agreement, on February 26, 2023, Waterfall Management, LLC, an affiliate of the Ready Capital Manager, solely in its capacity as the general partner of Sutherland REIT Holdings, LP, entered into the Voting Agreement, pursuant to which, among other things and subject to certain exceptions, Waterfall Management, LLC, solely in its capacity as the general partner of Sutherland REIT Holdings, LP, agreed pursuant to the terms of the limited partnership agreement of Sutherland REIT Holdings, LP to vote or cause the holder of record on any applicable record date to vote all shares of Ready Capital Common Stock then owned and entitled to vote or act by written consent in favor of the Ready Capital Common Stock Issuance Proposal and against certain other proposals, including any Ready Capital Competing Proposal (as defined in “The Merger Agreement — Competing Proposals” beginning on page ~~123~~124). The Voting Agreement terminates upon certain events, including a valid termination of the Merger Agreement, the Effective Time and at the time the Ready Capital Board effects a change of recommendation.

For additional information, see “Voting Agreement” beginning on page ~~134~~135. A copy of the Voting Agreement is attached as Annex B to this joint proxy statement/prospectus.

Conditions to Complete the Merger (page ~~128~~129)

A number of conditions must be satisfied or, to the extent permitted by law, waived before the Merger can be consummated. These include, among others:

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the approval of the Broadmark Merger Proposal by Broadmark stockholders;

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the approval of the Ready Capital Common Stock Issuance Proposal by Ready Capital common stockholders;

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effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus constitutes a part, and no stop order suspending the effectiveness of the Form S-4 having been initiated or threatened by the SEC;

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no injunction or law prohibiting the Merger;

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approval for listing on the NYSE of the shares of Ready Capital Common Stock to be issued in the Merger or reserved therefor, subject to official notice of issuance;

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accuracy of each party’s representations and warranties, subject in most cases to material adverse effect qualifications;

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the absence of a material adverse effect on either Ready Capital or Broadmark;

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material performance and compliance with each party’s covenants; and

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the receipt of tax opinions relating to the REIT status of each of Ready Capital and Broadmark and relating to the qualification of the Merger as a reorganization under Section 368(a) of the Code.

Regulatory Approvals Required for the Merger (page 109)

Ready Capital and Broadmark are not aware of any material federal or state regulatory requirements that must be complied with, or approvals that must be obtained, in connection with the Merger or the other transactions contemplated by the Merger Agreement.

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Listing of Ready Capital Common Stock and Deregistration of Broadmark Common Stock (page 111)

It is a condition to the completion of the Merger that the shares of Ready Capital Common Stock issuable in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance. After the Merger is completed, the Broadmark Common Stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

Accounting Treatment (page 109)

Because both Ready Capital and Broadmark have significant pre-combination activities, the Merger will be accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations,” which is referred to as ASC 805. In applying the acquisition method specified by ASC 805, it is necessary to identify the accounting acquirer, which may be different from the legal acquirer. Factors considered in identifying an accounting acquirer include, but are not limited to, the relative size of the merging companies, the relative voting interests of the respective stockholders after consummation of a merger, and the composition of senior management and the board after consummation of a merger. Based upon consideration of those factors, Ready Capital has been determined to be the accounting acquirer, resulting in an acquisition of Broadmark. The assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Broadmark will be recorded at their respective fair values at the date of the Merger. The consideration transferred in a business combination is typically measured by reference to the fair value of equity issued or other assets transferred by the accounting acquirer. Accordingly, the fair value of the consideration transferred will be measured based on the number of shares of common stock Ready Capital issues to the stockholders of Broadmark multiplied by the closing price of Ready Capital Common Stock on the day immediately preceding the Merger. If the fair value of the consideration transferred exceeds the fair value of the assets acquired and liabilities assumed, the excess will be recorded as goodwill. Alternatively, if the fair value of the assets acquired and liabilities assumed exceeds the fair value of consideration transferred, the transaction would result in a bargain purchase gain. Consolidated financial statements of the Combined Company issued after the Merger will reflect these fair value adjustments and the combined results of operations subsequent to the effective date of the Merger. Because Ready Capital will be the accounting acquirer, its historical financial statements will become the historical financial statements of the Combined Company upon consummation of the Merger. See “Merger — Accounting Treatment” on page 109. For more information, see “Accounting Treatment” beginning on page 109.

Comparison of Rights of Ready Capital stockholders and Broadmark stockholders (page ~~184~~185)

Holders of Broadmark Common Stock will have different rights following the Effective Time because they will hold shares of Ready Capital Common Stock instead of shares of Broadmark Common Stock, and there are differences between the governing documents of Ready Capital and Broadmark. For more information regarding the differences in rights of Ready Capital stockholders and Broadmark stockholders, see “Comparison of Rights of Ready Capital stockholders and Broadmark stockholders” beginning on page ~~184~~185.

Appraisal Rights (page 110)

Pursuant to the Ready Capital Charter and the Broadmark Charter, neither holders of Ready Capital Common Stock nor holders of Broadmark Common Stock will be entitled to appraisal rights.

Competing Proposals; Superior Proposals (Pages ~~123~~124 and ~~125~~126)

From and after the date of the Merger Agreement until the Effective Time or if earlier, the termination of the Merger Agreement, each of Ready Capital and Broadmark will not, and will cause its subsidiaries and will instruct and use commercially reasonable efforts to cause its representatives not to, among other things, directly or indirectly:

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initiate, solicit or knowingly encourage the making of a Competing Proposal (as defined in “The Merger Agreement — Competing Proposals” beginning on page ~~123~~124);

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engage in any discussions or negotiations with any person with respect to a Competing Proposal;

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furnish any non-public information regarding Ready Capital or Broadmark or any of their subsidiaries, as applicable, or access to the properties, assets or employees of Ready Capital or Broadmark or any of their subsidiaries, as applicable, to any person in connection with or in response to any Competing Proposal;

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enter into any binding or nonbinding letter of intent or agreement in principle, or other agreement providing for a Competing Proposal, other than certain confidentiality agreements;

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withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the other party, the Ready Capital board recommendation or the Broadmark board recommendation (as defined in “The Merger Agreement — Competing Proposals” beginning on page ~~123~~124), as applicable, or publicly recommend the approval or adoption of, or publicly approve or adopt, any Competing Proposal;

•

fail to include the Ready Capital board recommendation or the Broadmark board recommendation, as applicable, in this joint proxy statement/prospectus or any amendment or supplement hereto; or

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fail publicly to reaffirm without qualification the Ready Capital board recommendation or the Broadmark board recommendation, as applicable, within ten business days after the written request of the other party following a Competing Proposal that has been publicly announced (or such fewer number of days as remain prior to the Ready Capital special meeting or Broadmark special meeting, as applicable, as it may be adjourned or postponed).

Notwithstanding the restrictions set forth above, at any time prior to obtaining the applicable approval of the Ready Capital stockholders at the Ready Capital special meeting or the Broadmark stockholders at the Broadmark special meeting, each of Ready Capital and Broadmark may, directly or indirectly through one or more of its representatives, engage in discussions or negotiations with any person with respect to a Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable (as defined in “The Merger Agreement — Competing Proposals” beginning on page ~~123~~124), or furnish non-public information regarding Ready Capital or Broadmark or any of their respective subsidiaries, or access to the properties, assets or employees of Ready Capital or Broadmark or any of their respective subsidiaries, with any person if (i) Ready Capital or Broadmark receives a written, bona fide Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, from such person and (ii) such Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, did not result from a material breach of the obligations set forth in the certain non-solicitation provisions of the Merger Agreement, in each case, if certain conditions are met and the Ready Capital Board or the Broadmark Board or any committee thereof, as applicable, determines, after consultation with its financial advisors and outside legal counsel, that such Ready Capital Competing Proposal or Broadmark Competing Proposal is, or could be reasonably expected to lead to a Superior Proposal (as defined in “The Merger Agreement — Superior Proposals” beginning on page ~~125~~126).

At any time prior to obtaining the applicable approval of the Ready Capital stockholders at the Ready Capital special meeting or the Broadmark stockholders at the Broadmark special meeting, each of Ready Capital and Broadmark may effect a change in its board recommendation in response to a bona fide written Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, from a third party that did not result from a material breach of the obligations set forth in the certain non-solicitation provisions of the Merger Agreement, if the Ready Capital Board or the Broadmark Board or any committee thereof, as applicable, among other things, determines after consultation with its financial advisors and outside legal counsel and taking into account any revised proposal that the other party may have made pursuant to the terms of the Merger Agreement, that such Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, is a Superior Proposal. Broadmark may also terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Broadmark Superior Proposal (as defined in “The Merger Agreement — Superior Proposals” beginning on page ~~125~~126), if prior to doing so, among other things, the Broadmark Board or any committee thereof determines after consultation with its financial advisors and outside legal counsel and taking into account any revised proposal that Ready Capital may have made pursuant to the terms of the Merger Agreement, that a Broadmark Competing Proposal is a Broadmark Superior Proposal and Broadmark pays Ready Capital a termination fee of $15.76 million.

See “The Merger Agreement — Competing Proposals” beginning on page ~~123~~124.

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Termination of the Merger Agreement (page ~~130~~131)

The Merger Agreement may be terminated at any time before the Effective Time by the mutual written consent of Ready Capital and Broadmark.

The Merger Agreement may also be terminated prior to the Effective Time by either Ready Capital or Broadmark if:

•

any governmental entity of competent jurisdiction has issued a final and non-appealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, or if any law has been adopted prior to the Effective Time that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited;

•

the Merger has not been consummated on or before 5:00 p.m. New York time, on August 26, 2023 (provided that this termination right will not be available to any party whose breach of any representation, warranty, covenant or agreement contained in the Merger Agreement has been the cause of or resulted in the failure of the Merger to occur on or before that date);

•

a breach by the other party of any covenant or other agreement contained in the Merger Agreement or any representation and warranty of the other party contained in the Merger Agreement fails to be true and correct which (x) would give rise to the failure of certain conditions to Closing if it was continuing as of the date of Closing and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by a certain time (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement;

•

Ready Capital stockholders have failed to approve the issuance of shares of Ready Capital Common Stock in connection with the Merger, or Broadmark stockholders have failed to approve the Merger and the other transactions contemplated by the Merger Agreement, as applicable; or

•

the other party’s board of directors has effected a change in its board recommendation prior to the time that such party has obtained the applicable approval of its stockholders at its respective stockholder meeting.

Broadmark may also terminate the Merger Agreement if, prior to the time that Broadmark has obtained the approval of its stockholders at the Broadmark stockholder meeting, the Broadmark Board determines to terminate the Merger Agreement in connection with a Broadmark Superior Proposal and, concurrently with the termination of the Merger Agreement, Broadmark enters into a definitive agreement providing for the implementation of such Broadmark Superior Proposal; provided, however, that such termination will not be effective unless Broadmark concurrently pays to Ready Capital a termination fee of $15.76 million.

For more information regarding termination of the Merger Agreement, see “The Merger Agreement — Termination of the Merger Agreement” beginning on page ~~130~~131.

Termination Fees and Expenses (page ~~131~~132)

Generally, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring those fees and expenses; provided that, in certain circumstances, including a change of recommendation or, in the case of Broadmark, the acceptance of a Broadmark Superior Proposal, Ready Capital or Broadmark, as applicable, would be required to pay a termination fee of, in the case of payment by Ready Capital, $23.639 million, and in the case of payment by Broadmark, $15.76 million. In addition, upon termination of the Merger Agreement by Ready Capital or Broadmark under specified circumstances, Ready Capital or Broadmark, as applicable, would be required to pay the other party an agreed expense amount of $5 million.

For further discussion of the termination fees, see “The Merger Agreement — Termination Fees and Expenses” beginning on page ~~131~~132.

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Material U.S. Federal Income Tax Consequences (page ~~135~~136)

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the closing of the Merger is conditioned on the receipt by each of Broadmark and Ready Capital of an opinion from its respective tax counsel to that effect. Provided that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, the holders of Broadmark Common Stock will generally not recognize gain or loss for U.S. federal income tax purposes upon receipt of Ready Capital Common Stock in exchange for shares of Broadmark Common Stock in connection with the Merger, except with respect to cash received in lieu of fractional shares of Ready Capital Common Stock. A holder of Broadmark Common Stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of Ready Capital Common Stock in the Merger measured by the difference, if any, between the amount of cash received for such fractional share and the holder’s tax basis in such fractional share. The holders of Ready Capital Common Stock generally will not recognize any gain or loss in connection with the Merger for U.S. federal income tax purposes.

The tax consequences to you of the Merger will depend on your own situation. You should consult your tax advisor for a full understanding of the tax consequences to you (including the application and effect of any state, local or non-U.S. income and other tax laws) of the Merger. For more information regarding the U.S. federal income tax consequences of the Merger to holders of Broadmark Common Stock and the ownership of Ready Capital Common Stock, please see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page ~~135~~136.

Description of Ready Capital Stock (page ~~191~~192)

As of ~~[•],~~April 17, 2023, ~~[•]~~110,745,658 shares of Ready Capital Common Stock, ~~[•]~~334,678 shares of 6.25% Series C Cumulative Convertible Preferred Stock (the “Series C Preferred Stock”) and 4,600,000 shares of 6.50% Series E Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) were issued and outstanding. Based on the Exchange Ratio of 0.47233, upon consummation of the Merger, the Combined Company would be expected to issue approximately ~~[•]~~62,229,623 shares of Ready Capital Common Stock to the holders of Broadmark Common Stock.

Voting rights are vested in the holders of the Ready Capital Common Stock, and such holders are entitled to receive dividends on such Ready Capital Common Stock if, as and when authorized by the Ready Capital Board, and declared by Ready Capital out of assets legally available therefor.

Selected Unaudited Pro Forma Condensed Combined Financial Information (page ~~206~~207)

The following table shows summary unaudited pro forma condensed combined financial information about the condensed combined financial condition and operating results of Ready Capital and Broadmark after giving effect to the Merger. The unaudited pro forma condensed combined financial information assumes that the Merger is accounted for as a business combination with Ready Capital as the acquiring entity. The unaudited pro forma condensed combined balance sheet data gives effect to the Merger as if it had occurred on December 31, 2022. The unaudited pro forma condensed combined statements of income data gives effect to the Merger as if it had occurred on January 1, 2022. The summary unaudited pro forma condensed combined financial information listed below has been derived from and should be read in conjunction with (1) the more detailed unaudited pro forma condensed combined financial information, including the notes thereto, appearing elsewhere in this joint proxy statement/prospectus and (2) the historical consolidated financial statements and related notes of both Ready Capital and Broadmark, incorporated herein by reference. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page ~~206~~207 and “Where You Can Find More Information and Incorporation by Reference” beginning on page ~~203~~204.

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	As of and for the Twelve Months Ended December 31, 2022
(In thousands, except share data)	Ready Capital (Accounting Acquirer)			Broadmark (Accounting Acquiree)			Broadmark Financial Statement Adjustments (B)			Transaction Accounting Adjustments			Pro Forma Combined
Income Statement Data
Interest income		$	671,170		$	83,410		$	—		$	—		$	754,580
Interest expense			(400,774)			(8,638)			—			1,705			(407,707)
Provision for loan losses			(34,442)			(38,266)			—			—			(72,708)
Other non-interest income			259,521			25,467			2,797			259,513			547,298
Other non-interest expense			(262,579)			(178,364)			(2,797)			116,214			(327,526)
Income tax benefit (provision)			(29,733)			—			—			—			(29,733)
Net income (loss)			203,163			(116,391)			—			377,432			464,204
Net income (loss) attributable to common stockholders			186,267			(116,391)			—			373,842			443,718
Earnings (loss) per common share – basic		$	1.73		$	(0.88)			—		$	—		$	2.62
Earnings (loss) per common share – diluted		$	1.66		$	(0.88)			—		$	—		$	2.47
Weighted-average shares of common stock outstanding			106,878,139			132,841,196			—			62,229,457			169,107,596
Balance Sheet Data
Total assets		$	11,620,977		$	1,051,507			—		$	(25,517)		$	12,646,967
Total liabilities		$	9,722,382		$	123,454			—		$	1,377		$	9,847,213
Total stockholders’ equity		$	1,791,088		$	928,053			—		$	(30,632)		$	2,688,509
Total non-controlling interests		$	99,146		$	—			—		$	3,738		$	102,884
Total Redeemable Preferred Stock		$	8,361		$	—			—		$	—		$	8,361

Unaudited Comparative Per Share Information (page ~~173~~174)

The following table sets forth for the year ended and as of December 31, 2022 selected per share information for Ready Capital Common Stock on a historical and pro forma combined basis and for Broadmark Common Stock on a historical and pro forma equivalent basis. The historical information for the year ended December 31, 2022 is derived from audited financial statements. You should read the table below together with the historical consolidated financial statements and related notes thereto of Ready Capital and Broadmark contained in Ready Capital’s Annual Report on Form 10-K for the year ended December 31, 2022, Broadmark’s Annual Report on Form 10-K for the year ended December 31, 2022, all of which are incorporated herein by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information and Incorporation by Reference” beginning on page ~~203~~204.

The unaudited pro forma combined amounts and the unaudited pro forma combined equivalent amounts were calculated using the methodology as described in the section titled “Unaudited Pro Forma Condensed Combined Financial Information,” and are subject to all the assumptions, adjustments and limitations described thereunder. The unaudited pro forma data and equivalent per share information give effect to the Merger as if it had been effective on the dates presented in the case of book value data, and as if it occurred on January 1, 2022 in the case of earnings per share and dividends data. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual financial position and operating results would have been had the Merger occurred on such dates, nor do they purport to represent Ready Capital’s future financial position or operating results.

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	Ready Capital Historical			Broadmark Historical			Pro Forma Combined
Earnings (loss) Per Common Share
Basic: For the year ended December 31, 2022		$	1.73		$	(0.88)		$	2.62
Diluted: For the year ended December 31, 2022		$	1.66		$	(0.88)		$	2.47
Basic: For the year ended December 31, 2021		$	2.17		$	0.62		$	3.56
Diluted: For the year ended December 31, 2021		$	2.17		$	0.62		$	3.56
Book Value per Common Share
December 31, 2022		$	15.20		$	7.05		$	14.92
Dividends per share of common stock(1)
For the year ended December 31, 2022		$	1.66		$	0.77		$	—
For the year ended December 31, 2021		$	1.66		$	0.84		$	—

(1)

Pro Forma dividends per share of common stock are not presented as the dividend policy for the Combined Company will be determined by the Ready Capital Board following the completion of the Merger.

Litigation Related to the Merger (page 112)

Beginning on March 29, 2023, four different complaints were filed in the United States District Court for the Southern District of New York captioned O’Dell v. Broadmark Realty Capital Inc., et al., Case No. 23-cv-02640, Wang v. Broadmark Realty Capital Inc., et al., Case No. 23-cv-02717, Kirkland v. Broadmark Realty Capital Inc., et al., Case No. 23-cv-02943, and Kirsteins v. Broadmark Reality Capital Inc., et al., Case No. 23-cv-03008. The complaints, each filed as an individual action by a purported stockholder of the Company, name Broadmark and its directors as defendants. The complaints generally allege that the defendants violated Sections 14(a) and 20(a) of the Exchange Act with respect to the Form S-4 originally filed with the SEC in connection with the Merger, and seek to enjoin the Merger, as well as damages, costs and attorneys’ and experts’ fees. On April 3, 2023, a purported stockholder of Ready Capital filed a complaint, captioned Whitehead v. Ready Capital Corporation, et al., Case No. 1:23-cv-02773, in the United States District Court for the Southern District of New York. The complaint, which is filed as an individual action, names Ready Capital and its directors as defendants and, like the other complaints, alleges violations of Section 14(a) and 20(a) of the Exchange Act. Ready Capital and Broadmark intend to vigorously defend each of these complaints. Broadmark has also received correspondence from law firms claiming to represent purported stockholders, either threatening litigation or making other demands relating to the Merger, including that additional disclosures be provided. Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future.

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RISK FACTORS

In addition to other information included elsewhere in this joint proxy statement/prospectus and in the annexes to this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 51, you should carefully consider the following risk factors in deciding whether to vote for the Ready Capital Common Stock Issuance Proposal or the Broadmark Merger Proposal. In addition, you should read and consider the risks associated with the businesses of each of Ready Capital and Broadmark. These risks can be found in the Annual Report on Form 10-K for the year ended December 31, 2022 and other reports of Broadmark and the Annual Report on Form 10-K for the year ended December 31, 2022 and other reports of Ready Capital, which reports are incorporated by reference into this joint proxy statement/prospectus, including particularly the sections therein titled “Risk Factors”. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. Please also see “Where You Can Find More Information and Incorporation by Reference” on page ~~203~~204.

Risks Related to the Merger

The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact Ready Capital’s and Broadmark’s ability to complete the transaction.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions. In addition, under circumstances specified in the Merger Agreement, Ready Capital or Broadmark may terminate the Merger Agreement. In particular, completion of the Merger requires (i) the approval of the Broadmark Merger Proposal by the Broadmark stockholders and (ii) the approval of the Ready Capital Common Stock Issuance Proposal by the Ready Capital common stockholders. While it is currently anticipated that the Merger will be completed shortly after the later of the Broadmark special meeting to approve the Broadmark Merger Proposal and the Ready Capital special meeting to approve the Ready Capital Common Stock Issuance Proposal, there can be no assurance that the conditions to Closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, Ready Capital and Broadmark cannot provide any assurances with respect to the timing of the Closing, whether the Merger will be completed at all and when the Broadmark stockholders would receive the consideration for the Merger, if at all.

Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of Ready Capital Common Stock or Broadmark Common Stock and the future business and financial results of Ready Capital and/or Broadmark.

The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms than as contemplated by the Merger Agreement, Ready Capital and Broadmark could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

•

the Ready Capital stockholders and the Broadmark stockholders may be prevented from realizing the anticipated benefits of the Merger;

•

the market price of Ready Capital Common Stock or Broadmark Common Stock could decline significantly;

•

reputational harm due to the adverse perception of any failure to successfully consummate the Merger;

•

Ready Capital and Broadmark being required, under certain circumstances, to pay to the other party a termination fee or expense amount;

•

incurrence of substantial costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and

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•

the attention of Ready Capital’s and Broadmark’s management and employees may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the Merger.

Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of Ready Capital and Broadmark.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of either Ready Capital or Broadmark or could result in any competing acquisition proposal being at a lower price than it might otherwise be.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the ability of each of Ready Capital and Broadmark to solicit, initiate, knowingly encourage or facilitate any Competing Proposal. With respect to any written, bona fide Competing Proposal received by either Ready Capital or Broadmark, the other party generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before the Ready Capital Board or Broadmark Board, as the case may be, or committee thereof, may withdraw or modify its recommendation to their respective stockholders in response to such Competing Proposal or, solely in the case of Broadmark, terminate the Merger Agreement in connection with a Superior Proposal. In the event that the Ready Capital Board withdraws or modifies its recommendation, Broadmark may terminate the Merger Agreement, in which case Ready Capital may be required to pay Broadmark a termination fee of $23.639 million. In the event that the Broadmark Board withdraws or modifies its recommendation, Ready Capital may terminate the Merger Agreement, in which case Broadmark may be required to pay Ready Capital a termination fee of $15.76 million. In addition, if Broadmark terminates the Merger Agreement in connection with a Superior Proposal, it would be required to pay Ready Capital a termination fee of $15.76 million. Similarly, such termination fees less any amount previously paid as expense reimbursement may be payable in certain other circumstances as described in the Merger Agreement. See “The Merger Agreement — Competing Proposals” beginning on page ~~123~~124, “The Merger Agreement — Termination of the Merger Agreement” beginning on page ~~130~~131 and “The Merger Agreement — Termination Fees and Expenses” beginning on page ~~131~~132.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Ready Capital or Broadmark from considering or proposing a competing acquisition, even if the potential competing acquirer was prepared to pay consideration with a higher per share value than that market value proposed to be received or realized in the Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee or expense amount that may become payable in certain circumstances under the Merger Agreement.

The pendency of the Merger could adversely affect Ready Capital’s and Broadmark’s business and operations.

In connection with the pending Merger, some of the parties with whom Ready Capital or Broadmark does business may delay or defer decisions, which could negatively impact Ready Capital’s or Broadmark’s revenues, earnings, cash flows and expenses, regardless of whether the Merger is completed. In addition, under the Merger Agreement, Ready Capital and Broadmark are each subject to certain restrictions on the conduct of its respective business prior to completing the Merger. These restrictions may prevent Ready Capital or Broadmark from pursuing certain strategic transactions, acquiring and disposing of assets, undertaking certain capital projects, undertaking certain financing transactions and otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial. These restrictions may impede Ready Capital’s or Broadmark’s growth which could negatively impact its respective revenue, earnings and cash flows. Additionally, the pendency of the Merger may make it more difficult for Ready Capital or Broadmark to effectively retain and incentivize key personnel.

The market value of Ready Capital Common Stock received by Broadmark stockholders will fluctuate based on the trading price of Ready Capital Common Stock.

The number of shares of Ready Capital Common Stock to be received by Broadmark stockholders will be based on the Exchange Ratio of 0.47233, subject to adjustment as provided in the Merger Agreement.

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The market value of Ready Capital Common Stock received by Broadmark stockholders will fluctuate based on the trading price of Ready Capital Common Stock. Therefore, Ready Capital stockholders cannot be sure of the final market value of the consideration that will be paid to Broadmark stockholders upon completion of the Merger, and Broadmark stockholders cannot be sure of the final market value of the consideration they will receive upon completion of the Merger. Neither Ready Capital nor Broadmark has the right to terminate the Merger Agreement based on an increase or decrease in the market price of Ready Capital Common Stock.

The Merger and related transactions are subject to Ready Capital stockholder approval and Broadmark stockholder approval.

The Merger cannot be completed unless (i) the Broadmark Merger Proposal is approved by the affirmative vote of the holders of shares of Broadmark Common Stock entitled to cast a majority of all the votes entitled to be cast on the Broadmark Merger Proposal and (ii) Ready Capital common stockholders approve the Ready Capital Common Stock Issuance Proposal by the affirmative vote of a majority of the votes cast on such proposal, provided a quorum is present. Abstentions and other shares not voted (whether by broker non-votes, if any, or otherwise) will not have an effect on the Ready Capital Common Stock Issuance Proposal, provided that a quorum is otherwise present. If required stockholder approval is not obtained from either Broadmark common stockholders or Ready Capital stockholders, the Merger and related transactions cannot be completed.

The voting power of Ready Capital stockholders and Broadmark stockholders will be diluted by the Merger.

The Merger will dilute the ownership position of Ready Capital common stockholders and result in Broadmark stockholders having an ownership stake in the Combined Company that is smaller than their current stake in Broadmark. Ready Capital and Broadmark estimate that, immediately following the completion of the Merger, Ready Capital stockholders as of immediately prior to Closing will own in the aggregate approximately 64% of outstanding shares of common stock of the Combined Company and Broadmark stockholders as of immediately prior to Closing will own in the aggregate approximately 36% of outstanding shares of common stock of the Combined Company, based on the Exchange Ratio of 0.47233. Consequently, Ready Capital stockholders and Broadmark stockholders, as a general matter, will have less influence over the Combined Company’s management and policies after the Effective Time than they currently exercise over the management and policies of Ready Capital and Broadmark, respectively.

If the Merger is not consummated by August 26, 2023, under certain circumstances, either Ready Capital or Broadmark may terminate the Merger Agreement.

Either Ready Capital or Broadmark may terminate the Merger Agreement under certain circumstances, including if the Merger has not been consummated by August 26, 2023. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the cause of, or resulted in, the failure to consummate the Merger on or before such date.

The market price of Ready Capital Common Stock may decline as a result of the Merger and the market price of Ready Capital Common Stock after the consummation of the Merger may be affected by factors different from those affecting the price of Ready Capital Common Stock or the price of Broadmark Common Stock before the Merger.

The market price of Ready Capital Common Stock may decline as a result of the Merger if the Combined Company does not achieve the perceived benefits of the Merger or the effect of the Merger on the Combined Company’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the Merger, Ready Capital stockholders and Broadmark stockholders will own interests in the Combined Company, which will operate an expanded business with a different mix of assets, risks and liabilities than prior to the Closing. Ready Capital’s current stockholders and Broadmark’s current stockholders may not wish to continue to invest in the Combined Company, or for other reasons may wish to dispose of some or all of their shares of Ready Capital Common Stock. If,

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following the Effective Time, a large amount of Ready Capital Common Stock is sold, the price of Ready Capital Common Stock could decline.

Further, the Combined Company’s results of operations, as well as the market price of Ready Capital Common Stock after the Merger may be affected by factors in addition to those currently affecting Ready Capital’s or Broadmark’s results of operations and the market prices of Ready Capital Common Stock and Broadmark Common Stock, particularly the increase in the Combined Company’s leverage compared to that in place for Broadmark today, and other differences in assets and capitalization. Accordingly, Ready Capital’s and Broadmark’s historical market prices and financial results may not be indicative of these matters for the Combined Company after the Merger.

Shares of Ready Capital Common Stock received by Broadmark stockholders as a result of the Merger will have different rights from shares of Broadmark Common Stock.

Upon the completion of the Merger, Broadmark stockholders will no longer be stockholders of Broadmark and will become stockholders of Ready Capital. There will be important differences between the current rights of Broadmark stockholders and the rights to which such stockholders will be entitled as stockholders of Ready Capital. See the section entitled “Comparison of Rights of Ready Capital stockholders and Broadmark stockholders” beginning on page ~~184~~185 for a discussion on the different rights associated with the shares of Ready Capital Common Stock.

Directors and executive officers of each of Ready Capital and Broadmark may have interests in the Merger that are different from, or in addition to, the interests of Ready Capital and Broadmark stockholders, respectively.

Directors and executive officers of Ready Capital and Broadmark may have interests in the Merger that are different from, or in addition to, the interests of Ready Capital and Broadmark stockholders generally. Following the consummation of the Merger, all nine of the current directors of the Ready Capital Board are expected to continue as directors of the board of directors of the Combined Company and the executive officers of Ready Capital are expected to continue as the executive officers of the Combined Company. The Combined Company will continue to be managed by the Ready Capital Manager under the terms of the Ready Capital Management Agreement, pursuant to which the Ready Capital Manager receives a management fee payable quarterly. Each of Ready Capital’s executive officers is a principal or managing director of the Ready Capital Manager. Directors and executive officers of Broadmark will receive continued indemnification and insurance coverage in accordance with the terms of the Merger Agreement. Upon the Closing, three directors currently on the Broadmark Board, each of whom must meet the qualifications of an “independent director” of Ready Capital under the rules of the NYSE, will be appointed to the Ready Capital Board and receive compensation in accordance with Ready Capital’s independent director compensation program. The interests are described in more detail in the sections entitled “The Merger — Interests of Ready Capital’s Directors and Executive Officers in the Merger” and “The Merger — Interests of Broadmark’s Directors and Executive Officers in the Merger” beginning on page 105.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which Broadmark is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which Broadmark is a party. If Ready Capital and Broadmark are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Ready Capital and Broadmark are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Broadmark.

An adverse judgment in any litigation challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

It is possible that Ready Capital stockholders or Broadmark stockholders may file lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name Ready Capital, Broadmark, the Ready Capital Board and/or the Broadmark Board as defendants. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or

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any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe, or may prevent the Merger from being consummated altogether. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of Ready Capital’s business and/or Broadmark’s business.

If the Merger does not qualify as a reorganization, Broadmark stockholders may recognize a taxable gain.

The Merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the completion of the Merger that Broadmark and Ready Capital each receive an opinion from its respective tax counsel to the effect that (i) the Merger will qualify as a reorganization under, and within the meaning of, Section 368(a) of the Code, and (ii) Broadmark, Ready Capital and Merger Sub will each be a party to that reorganization within the meaning of Section 368(b) of the Code. However, these legal opinions will not be binding on the Internal Revenue Service (the “IRS”) or on the courts. If, for any reason, the Merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, then each Broadmark stockholder generally would recognize gain or loss, as applicable, equal to the difference between (i) the fair market value of the Merger Consideration received by the Broadmark stockholder in the Merger and (ii) the Broadmark stockholder’s adjusted tax basis in its Broadmark Common Stock exchanged in the Merger.

Risks Related to the Combined Company Following the Merger

Following the Merger, the Combined Company may be unable to integrate Ready Capital’s business and Broadmark’s business successfully and realize the anticipated synergies and other expected benefits of the Merger on the anticipated timeframe or at all.

The Merger involves the combination of two companies that currently operate as independent public companies. The Combined Company will be required to devote significant management attention and resources to the integration of Ready Capital’s and Broadmark’s businesses. The potential difficulties the Combined Company may encounter in the integration process include, but are not limited to, the following:

•

the complexities of combining two companies with different histories and portfolio assets;

•

the difficulties or delays in redeploying the capital acquired in connection with the Merger into the target assets of the Combined Company;

•

potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the Merger; and

•

performance shortfalls as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations.

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Combined Company’s management, the disruption of the Combined Company’s ongoing business or inconsistencies in its operations, services, standards, controls, policies and procedures, any of which could adversely affect the Combined Company’s ability to deliver investment returns to stockholders, to maintain relationships with its key stakeholders and employees, to achieve the anticipated benefits of the Merger, or could otherwise materially and adversely affect its business and financial results.

Following the Merger, the Combined Company may not pay dividends at or above the rate currently paid by Ready Capital or Broadmark.

Following the Merger, the Combined Company’s stockholders may not receive dividends at the same rate that they did as Ready Capital common stockholders or Broadmark stockholders prior to the Merger for various reasons, including the following:

•

the Combined Company may not have enough cash to pay such dividends due to changes in its cash requirements, capital spending plans, cash flow or financial position;

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•

decisions on whether, when and in what amounts to make any future dividends will remain at all times entirely at the discretion of the Combined Company’s board of directors, which reserves the right to change its dividend practices at any time and for any reason;

•

the ability of the Combined Company to declare and pay dividends on its common stock will be subject to the preferential rights of Ready Capital’s Series C Preferred Stock and Series E Preferred Stock and the preferential rights, if any, of holders of any other class or series of the Combined Company’s capital stock; and

•

the amount of dividends that the Combined Company’s subsidiaries may distribute to the Combined Company may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.

The Combined Company’s stockholders will have no contractual or other legal right to dividends that have not been authorized by its board of directors and declared by the Combined Company.

The Combined Company will have a significant amount of indebtedness and may need to incur more in the future.

The Combined Company will have substantial indebtedness following completion of the Merger. In addition, in connection with executing its business strategies following the Merger, the Combined Company expects to evaluate the possibility of investing in additional target assets and making other strategic investments, and it may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for the Combined Company, including:

•

hindering its ability to adjust to changing market, industry or economic conditions;

•

limiting its ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms or to fund acquisitions or emerging businesses;

•

limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses;

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making it more vulnerable to economic or industry downturns, including interest rate increases; and

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placing it at a competitive disadvantage compared to less leveraged competitors.

Moreover, the Combined Company may be required to raise substantial additional capital to execute its business strategy. The Combined Company’s ability to arrange additional financing will depend on, among other factors, its financial position and performance, as well as prevailing market conditions and other factors beyond its control. If the Combined Company is unable to obtain additional financing, its credit ratings could be further adversely affected, which could further raise its borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness.

The Combined Company is expected to incur substantial expenses related and unrelated to the Merger.

Ready Capital and Broadmark have incurred substantial legal, accounting, financial advisory and other costs, and the management teams of Ready Capital and Broadmark have devoted considerable time and effort in connection with the Merger. Ready Capital and Broadmark may incur significant additional costs in connection with the completion of the Merger or in connection with any delay in completing the Merger or termination of the Merger Agreement, in addition to the other costs already incurred. If the Merger is not completed, Ready Capital and Broadmark will separately bear certain fees and expenses associated with the Merger without realizing the benefits of the Merger. The fees and expenses may be significant and could have an adverse impact on the Combined Company’s results of operations.

Although Ready Capital and Broadmark have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond the control of either Ready Capital or Broadmark that could affect the total amount or the timing of the integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the Merger could, particularly in the near term, exceed the savings that the Combined Company expects to achieve from the elimination of duplicative expenses

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and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the Merger.

The historical and unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/prospectus may not be representative of the Combined Company’s results after the Merger, and accordingly, you have limited financial information on which to evaluate the Combined Company following the Merger.

The unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the Merger been completed as of the date indicated, nor is it indicative of the future operating results or financial position of the Combined Company following the Merger. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Merger. The unaudited pro forma condensed combined financial information presented elsewhere in this joint proxy statement/prospectus is based in part on certain assumptions regarding the Merger that Ready Capital and Broadmark believe are reasonable under the circumstances. Neither Ready Capital nor Broadmark can assure you that the assumptions will prove to be accurate over time.

General Tax Risks

The Combined Company may incur adverse tax consequences if it or Broadmark has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

Each of Ready Capital and Broadmark has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the time of the closing of the Merger and, in the case of Ready Capital, after the Merger. Neither Ready Capital nor Broadmark has requested or plans to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable regulations of the U.S. Department of the Treasury, which are referred to as Treasury Regulations, that have been promulgated under the Code is greater in the case of a REIT that holds its assets through a partnership (which, consistent with the past practices of Ready Capital, the Combined Company will do after the Merger). The determination of various factual matters and circumstances not entirely within the control of Ready Capital and Broadmark may affect its ability to qualify as a REIT. In order to qualify as a REIT, each of Ready Capital and Broadmark must satisfy a number of requirements, including requirements regarding the ownership of its shares and the composition of its gross income and assets. Also, a REIT must distribute to stockholders annually dividends equal to at least 90% of its net taxable income, excluding any capital gains.

If either Ready Capital or Broadmark has failed or fails to qualify as a REIT and the Merger is completed, the Combined Company may inherit significant tax liabilities and could fail to qualify as a REIT. If this were the case, the Combined Company would face serious tax consequences that could substantially reduce its cash available for distribution to its stockholders because:

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the Combined Company could be precluded, pursuant to the REIT “lockout” rules, from qualifying as a REIT until the fifth taxable year following the year for which the REIT qualification originally terminated, and, in such circumstances, the Combined Company would be treated as a regular corporation taxable under subchapter C of the Code in the interim;

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the Combined Company, as the successor by merger to Ready Capital and Broadmark, would generally inherit any corporate income excise and other tax liabilities of Ready Capital and Broadmark, including penalties and interest;

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the Combined Company would be subject to tax on the built-in gain on each asset of Ready Capital or Broadmark, as applicable, existing at the time of the Merger or at the time such company first qualified as a REIT; and

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

As a result of these factors, any failure by Ready Capital and Broadmark to qualify as a REIT for any taxable year before the Merger or that includes the Merger could impair the Combined Company’s ability after the Merger to expand its business and raise capital, and could materially adversely affect the value of the Combined Company’s stock.

Investment in the Combined Company’s stock has various tax risks.

This summary of certain tax risks is limited to the U.S. federal income tax risks addressed below. Additional risks or issues may exist that are not addressed in this joint proxy statement and that could affect the U.S. federal income tax treatment of the Combined Company, the Ready Capital Operating Partnership or the Combined Company’s stockholders.

The Combined Company’s failure to qualify as a REIT would subject it to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to the Combined Company’s stockholders.

The Combined Company intends to continue to be organized, and to operate in a manner that will allow it to qualify as a REIT for U.S. federal income tax purposes. The Combined Company does not intend to request a ruling from the IRS that the Combined Company qualifies as a REIT. The U.S. federal income tax laws governing REITs are complex, and judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited. The complexity of these provisions and of applicable Treasury Regulations is greater in the case of a REIT that, like the Combined Company, holds certain of its assets through a partnership. To qualify as a REIT, the Combined Company must meet, on an ongoing basis, various tests regarding the nature of its assets and its income, the ownership of its outstanding shares, and the amount of its distributions. The Combined Company’s ability to satisfy the asset tests depends on its analysis of the characterization and fair market values of its assets, some of which are not susceptible to a precise determination, and for which the Combined Company may not obtain independent appraisals. Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for the Combined Company to qualify as a REIT. In addition, the Combined Company’s ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which the Combined Company has no control or only limited influence, including in cases where the Combined Company owns an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes. Furthermore, the Combined Company holds certain assets through its ownership interest in Ready Capital Subsidiary REIT I, LLC and Ready Capital Subsidiary REIT II, LLC, which Ready Capital refers to as Ready Capital’s subsidiary REITs. The Combined Company’s ability to qualify as a REIT is dependent in part on the REIT qualification of Ready Capital’s subsidiary REITs, which are each required to separately satisfy each of the REIT requirements in order to qualify as a REIT. Thus, while the Combined Company intends to operate so that it will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in the Combined Company’s circumstances, no assurance can be given that the Combined Company will so qualify for any particular year. These considerations also might restrict the types of assets that the Combined Company can acquire in the future.

If the Combined Company fails to qualify as a REIT in any taxable year, and does not qualify for certain statutory relief provisions, the Combined Company would be required to pay U.S. federal income tax on its taxable income, and distributions to its stockholders would not be deductible by the Combined Company in determining its taxable income. In such a case, the Combined Company might need to borrow money or sell assets in order to pay the Combined Company’s taxes. The Combined Company’s payment of income tax would decrease the amount of its income available for distribution to its stockholders. Furthermore, if the Combined Company fails to maintain its qualification as a REIT, the Combined Company no longer would be required to distribute substantially all of its net taxable income to its

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stockholders. In addition, unless the Combined Company were eligible for certain statutory relief provisions, the Combined Company could not re-elect to qualify as a REIT until the fifth calendar year following the year in which it failed to qualify.

The percentage of the Combined Company’s assets represented by TRSs and the amount of the Combined Company’s income that it can receive in the form of TRS dividends and interest are subject to statutory limitations that could jeopardize the Combined Company’s REIT qualification and could limit its ability to acquire or force it to liquidate otherwise attractive investments.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. In order to treat a subsidiary of the REIT as a TRS, both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. In order to qualify as a REIT, no more than 20% of the value of Ready Capital’s gross assets at the end of each calendar quarter may consist of securities of one or more TRSs. A significant portion of Ready Capital’s activities are conducted through TRSs, and Ready Capital expects that such TRSs will from time to time hold significant assets.

Ready Capital has elected, together with certain of its subsidiaries, for each such entity to be treated as a TRS, and Ready Capital may make TRS elections with respect to certain other entities it may form in the future. While the Combined Company intends to manage its affairs so as to satisfy the TRS limitation, there can be no assurance that it will be able to do so in all market circumstances.

In order to satisfy the TRS limitation, Ready Capital has been required to and may in the future be required to acquire assets that it otherwise would not acquire, liquidate or restructure assets that are held through its TRSs, or otherwise engage in transactions that Ready Capital would not otherwise undertake absent the requirements for REIT qualifications. Each of these actions could reduce the distributions available to the Combined Company’s stockholders. In addition, Ready Capital and its subsidiary REITs have made loans to their TRSs that have met the requirements to be treated as qualifying investments of new capital, which is generally treated as a real estate asset under the Code. Because such loans have been treated as real estate assets for purposes of the REIT requirements, Ready Capital has not treated these loans as TRS securities for purposes of the TRS asset limitation, which is consistent with private letter rulings by the IRS. However, no assurance can be provided that the IRS will not successfully assert that such loans should be treated as securities of Ready Capital’s TRSs or its subsidiary REITs’ TRSs, which could adversely impact Ready Capital’s qualification as a REIT. In addition, Ready Capital’s TRSs have obtained financing in transactions in which Ready Capital and its other subsidiaries have provided guaranties and similar credit support. Although Ready Capital believes that these financings are properly treated as financings of its TRSs for U.S. federal income tax purposes, no assurance can be provided that the IRS would not assert that such financings should be treated as issued by other entities in Ready Capital’s structure, which could impact Ready Capital’s compliance with the TRS limitation and the other REIT requirements. Moreover, no assurance can be provided that the Combined Company will be able to successfully manage its asset composition in a manner that causes it to satisfy the TRS limitation each quarter, and Ready Capital’s failure to satisfy this limitation could result in its failure to qualify as a REIT.

Any distributions the Combined Company receives from a TRS are classified as dividend income to the extent of the earnings and profits of the distributing corporation. Any of the Combined Company’s TRSs may from time to time need to make such distributions in order to keep the value of the Combined Company’s TRSs below 20% of its total assets. However, TRS dividends will generally not constitute qualifying income for purposes of one of the tests the Combined Company must satisfy to qualify as a REIT, namely, that at least 75% of its gross income must in each taxable year generally be from real estate assets. While the Combined Company will continue to monitor its compliance with both this income test and the limitation on the percentage of its assets represented by securities of Ready Capital’s TRSs, and intends to conduct its affairs so as to comply with both, the two may at times be in conflict with one another. As an example, it is possible that the Combined Company may wish to distribute a dividend from a TRS in order to reduce the value of its TRSs below the required threshold of its assets, but be unable to do so without violating the requirement that 75% of the Combined Company’s gross income in the taxable year be derived from real estate assets. Although there are other measures the Combined Company can take in such circumstances in order to remain in compliance, there can be no assurance that the Combined Company will be able to comply with both of these tests in all market conditions.

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Complying with REIT requirements may force the Combined Company to liquidate or forego otherwise attractive investments, which could reduce returns on the Combined Company’s assets and adversely affect returns to the Combined Company’s stockholders.

To qualify as a REIT, the Combined Company must generally ensure that at least 75% of its gross income for each taxable year, excluding certain amounts, is derived from certain real property-related sources, and at least 95% of its gross income for each taxable year, excluding certain amounts, is derived from certain real property-related sources and passive income such as dividends and interest. In addition, the Combined Company generally must ensure that at the end of each calendar quarter at least 75% of the value of its total assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and RMBS. The remainder of the Combined Company’s investment in securities (other than government securities and qualifying real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of the Combined Company’s assets (other than government securities and qualifying real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of the Combined Company’s total assets can be represented by stock and securities of one or more TRSs and no more than 25% of the value of the Combined Company’s assets may consist of “nonqualified publicly offered REIT debt instruments.” If the Combined Company fails to comply with these requirements at the end of any calendar quarter, the Combined Company must correct the failure within 30 days after the end of such calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, the Combined Company may be required to liquidate from its portfolio otherwise attractive investments. These actions could have the effect of reducing the Combined Company’s income and amounts available for distribution to its stockholders. In addition, if the Combined Company is compelled to liquidate its investments to repay obligations to its lenders, the Combined Company may be unable to comply with these requirements, ultimately jeopardizing its qualification as a REIT. The REIT requirements described above may also restrict the Combined Company’s ability to sell REIT-qualifying assets, including asset sales made in connection with a disposition of certain segments of the Combined Company’s business or in connection with a liquidation of the Combined Company, without adversely impacting the Combined Company’s qualifications as a REIT. Furthermore, the Combined Company may be required to make distributions to stockholders at disadvantageous times or when it does not have funds readily available for distribution, and may be unable to pursue investments that would be otherwise advantageous to the Combined Company in order to satisfy the source of income or asset diversification requirements for qualifying as a REIT. In addition, certain of the assets that the Combined Company holds or intends to hold, including unsecured loans, loans secured by both real property and personal property where the fair market value of the personal property exceeds 15% of the total fair market value of all of the property securing the loan, and interests in ABS secured by assets other than real property or mortgages on real property or on interests in real property, are not qualified and will not be qualified real estate assets for purposes of the REIT asset tests. Accordingly, the Combined Company’s ability to invest in such assets will be limited, and its investment in such assets could cause it to fail to qualify as a REIT if its holdings in such assets do not satisfy such limitations.

Distributions from the Combined Company or gain on the sale of its common stock may be treated as unrelated business taxable income, or UBTI, to U.S. tax-exempt holders of common stock.

If (i) all or a portion of the Combined Company’s assets are subject to the rules relating to taxable mortgage pools, (ii) a tax-exempt U.S. person has incurred debt to purchase or hold the Combined Company’s stock, (iii) the Combined Company purchases real estate mortgage investment conduit (“REMIC”), residual interests that generate “excess inclusion income,” or (iv) the Combined Company is a “pension held REIT,” then a portion of the distributions with respect to its common stock and, in the case of a U.S. person described in (ii), gains realized on the sale of such common stock by such U.S. person, may be subject to U.S. federal income tax as UBTI under the Code. The Combined Company has engaged in certain securitization transactions that are treated as taxable mortgage pools for U.S. federal income tax purposes. Although the Combined Company believes that such transactions are structured in a manner so that they should not cause any portion of the distributions in the Combined Company’s shares to be treated as excess inclusion income, no assurance can be provided that the IRS would not assert a contrary position.

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The REIT distribution requirements could adversely affect the Combined Company’s ability to execute its business plan and may require it to incur debt, sell assets or take other actions to make such distributions.

To qualify as a REIT, the Combined Company must distribute to its stockholders each calendar year dividends equal to at least 90% of its REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that the Combined Company satisfies the 90% distribution requirement, but distributes less than 100% of its taxable income, the Combined Company will be subject to U.S. federal corporate income tax on its undistributed income. In addition, the Combined Company will incur a 4% nondeductible excise tax on the amount, if any, by which the Combined Company’s distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. The Combined Company’s current policy is to pay distributions which will allow the Combined Company to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax on its undistributed income.

The Combined Company’s taxable income may substantially exceed its net income as determined based on U.S. GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. For example, it is likely that the Combined Company will acquire assets, including MBS requiring it to accrue original issue discount (“OID”) or recognize market discount income, that generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets. Under the 2017 tax legislation commonly referred to as the Tax Cuts and Jobs Act, the Combined Company generally will be required to recognize certain amounts in income no later than the time such amounts are reflected on its financial statements. Although the precise application is not entirely clear, final regulations generally exclude, among other items, OID and market discount income from the applicability of this rule.

Also, in certain circumstances the Combined Company’s ability to deduct interest expenses for U.S. federal income tax purposes may be limited. The Combined Company may also acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury Regulations, the modified debt may be considered to have been reissued to the Combined Company at a gain in a debt-for-debt exchange with the borrower, with gain recognized by Ready Capital to the extent that the principal amount of the modified debt exceeds the Combined Company’s cost of purchasing it prior to modification. Finally, the Combined Company may be required under the terms of the indebtedness that it incurs to use cash received from interest payments to make principal payments on that indebtedness, with the effect that the Combined Company will recognize income but will not have a corresponding amount of cash available for distribution to its stockholders.

As a result of the foregoing, the Combined Company may generate less cash flow than taxable income in a particular year and find it difficult or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, the Combined Company may be required to (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be used for future investment or used to repay debt, or (iv) make a taxable distribution of shares of common stock as part of a distribution in which stockholders may elect to receive shares of common stock or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution requirements. Thus, compliance with the REIT distribution requirements may hinder the Combined Company’s ability to grow, which could adversely affect the value of its common stock.

The Combined Company may be required to report taxable income with respect to certain of the Combined Company’s investments in excess of the economic income the Combined Company ultimately realizes from them.

The Combined Company may acquire mortgage loans, RMBS or other debt instruments in the secondary market for less than their face amount. The discount at which such securities are acquired may reflect doubts about their ultimate collectability rather than current market interest rates. The amount of such discount will nevertheless generally be treated as “market discount” for U.S. federal income tax purposes. Market discount generally accrues on the basis of the constant yield to maturity of the debt instrument based generally on the assumption that all future payments on the debt instrument will be made. Accrued market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is made. In particular, payments on mortgage loans are ordinarily made monthly, and consequently accrued market discount may have to be included in income each month as if the debt instrument were

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assured of ultimately being collected in full. If the Combined Company collects less on a debt instrument than the Combined Company’s purchase price plus the market discount the Combined Company had previously reported as income, the Combined Company may not be able to benefit from any offsetting loss deduction in a subsequent taxable year. In addition, the Combined Company may acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under applicable Treasury Regulations, the modified debt may be considered to have been reissued to the Combined Company at a gain in a debt-for-debt exchange with the borrower. In that event, the Combined Company may be required to recognize taxable gain to the extent the principal amount of the modified debt exceeds the Combined Company’s adjusted tax basis in the unmodified debt, even if the value of the debt or the payment expectations have not changed.

Similarly, some of the RMBS that the Combined Company purchases will likely have been issued with OID. The Combined Company will generally be required to report such OID based on a constant yield method and income will accrue based on the assumption that all future projected payments due on such MBS will be made. If such MBS turn out not to be fully collectible, an offsetting loss deduction will become available only in the later year in which uncollectability is provable. Finally, in the event that any mortgage loans, RMBS or other debt instruments acquired by the Combined Company are delinquent as to mandatory principal and interest payments, or in the event a borrower with respect to a particular debt instrument acquired by the Combined Company encounters financial difficulty rendering it unable to pay stated interest as due, the Combined Company may nonetheless be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. Similarly, the Combined Company may be required to accrue interest income with respect to subordinate RMBS at their stated rate regardless of whether corresponding cash payments are received or are ultimately collectible. In each case, while the Combined Company would in general ultimately have an offsetting loss deduction available to it when such interest was determined to be uncollectable, the loss would likely be treated as a capital loss, and the utility of that loss would therefore depend on the Combined Company’s having capital gain in that later year or thereafter.

The Combined Company may hold excess mortgage servicing rights (“MSRs”), which means the portion of an MSR that exceeds the arm’s-length fee for services performed by the mortgage servicer. Based on IRS guidance concerning the classification of MSRs, the Combined Company intends to treat any excess MSRs the Combined Company acquires as ownership interests in the interest payments made on the underlying mortgage loans, akin to an “interest only” strip. Under this treatment, for purposes of determining the amount and timing of taxable income, each excess MSR is treated as a bond that was issued with OID on the date the Combined Company acquired such excess MSR. In general, the Combined Company will be required to accrue OID based on the constant yield to maturity of each excess MSR, and to treat such OID as taxable income in accordance with the applicable U.S. federal income tax rules. The constant yield of an excess MSR will be determined, and the Combined Company will be taxed, based on a prepayment assumption regarding future payments due on the mortgage loans underlying the excess MSR. If the mortgage loans underlying an excess MSR prepay at a rate different than that under the prepayment assumption, the Combined Company’s recognition of OID will be either increased or decreased depending on the circumstances. Thus, in a particular taxable year, the Combined Company may be required to accrue an amount of income in respect of an excess MSR that exceeds the amount of cash collected in respect of that excess MSR. Furthermore, it is possible that, over the life of the investment in an excess MSR, the total amount the Combined Company pays for, and accrues with respect to, the excess MSR may exceed the total amount the Combined Company collects on such excess MSR. No assurance can be given that the Combined Company will be entitled to a deduction for such excess, meaning that the Combined Company may be required to recognize phantom income over the life of an excess MSR.

The interest apportionment rules may affect the Combined Company’s ability to comply with the REIT asset and gross income tests.

The interest apportionment rules under Treasury Regulation Section 1.856-5(c) provide that, if a mortgage is secured by both real property and other property, a REIT is required to apportion its annual interest income to the real property security based on a fraction, the numerator of which is the value of the real property securing the loan, determined when the REIT commits to acquire the loan, and the denominator of which is the highest “principal amount” of the loan during the year. If a mortgage is secured by both

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real property and personal property and the value of the personal property does not exceed 15% of the aggregate value of the property securing the mortgage, the mortgage is treated as secured solely by real property for this purpose. IRS Revenue Procedure 2014-51 interprets the “principal amount” of the loan to be the face amount of the loan, despite the Code’s requirement that taxpayers treat any market discount, which is the difference between the purchase price of the loan and its face amount, for all purposes (other than certain withholding and information reporting purposes) as interest rather than principal.

In addition, although the Combined Company will endeavor to accurately determine the values of the real property securing its loans at the time it acquires or commits to acquire such loans, such values may not be susceptible to a precise determination and will be determined based on the information available to the Combined Company at such time. If the IRS were to successfully challenge the Combined Company’s valuations of such assets and such revaluations resulted in a higher portion of the Combined Company’s interest income being apportioned to property other than real property, the Combined Company could fail to meet the 75% gross income test. If the Combined Company does not meet this test, it could potentially lose its REIT qualification or be required to pay a penalty tax to the IRS.

In addition, the Code provides that a regular or a residual interest in a REMIC is generally treated as a real estate asset for the purposes of the REIT asset tests, and any amount includible in the Combined Company’s gross income with respect to such an interest is generally treated as interest on an obligation secured by a mortgage on real property for the purposes of the REIT gross income tests. If, however, less than 95% of the assets of a REMIC in which the Combined Company holds an interest consist of real estate assets (determined as if the Combined Company held such assets), the Combined Company will be treated as holding its proportionate share of the assets of the REMIC for the purpose of the REIT asset tests and receiving directly its proportionate share of the income of the REMIC for the purpose of determining the amount of income from the REMIC that is treated as interest on an obligation secured by a mortgage on real property. In connection with the expanded Home Affordable Refinance Program (“HARP”), a federal program which helps borrowers seeking to refinance their mortgages who may not otherwise qualify for refinancing, either because the value of their homes have declined or because they cannot obtain mortgage insurance, the IRS issued guidance providing that, among other things, if a REIT holds a regular interest in an “eligible REMIC,” or a residual interest in an “eligible REMIC” that informs the REIT that at least 80% of the REMIC’s assets constitute real estate assets, then (i) the REIT may treat 80% of the value of the interest in the REMIC as a real estate asset for the purpose of the REIT asset tests and (ii) the REIT may treat 80% of the gross income received with respect to the interest in the REMIC as interest on an obligation secured by a mortgage on real property for the purpose of the 75% gross income test. For this purpose, a REMIC is an “eligible REMIC” if (i) the REMIC has received a guarantee from the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”) that will allow the REMIC to make any principal and interest payments on its regular and residual interests and (ii) all of the REMIC’s mortgages and pass-through certificates are secured by interests in single-family dwellings. If the Combined Company were to acquire an interest in an eligible REMIC less than 95% of the assets of which constitute real estate assets, the IRS guidance described above may generally allow the Combined Company to treat 80% of its interest in such a REMIC as a qualifying real estate asset for the purpose of the REIT asset tests and 80% of the gross income derived from the interest as qualifying income for the purpose of the 75% gross income test. Although the portion of the income from such a REMIC interest that does not qualify for the 75% gross income test would likely be qualifying income for the purpose of the 95% gross income test, the remaining 20% of the REMIC interest generally would not qualify as a real estate asset, which could adversely affect the Combined Company’s ability to satisfy the REIT asset tests. Accordingly, owning such a REMIC interest could adversely affect the Combined Company’s ability to qualify as a REIT.

The Combined Company’s ownership of and relationship with any TRS which the Combined Company may form or acquire will be limited, and a failure to comply with the limits would jeopardize the Combined Company’s REIT qualification and the Combined Company’s transactions with its TRSs may result in the application of a 100% excise tax if such transactions are not conducted on arm’s-length terms.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. Overall, no more than 20% of the value of a REIT’s assets may consist of

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stock and securities of one or more TRSs. A domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

The Combined Company has elected and will elect to treat certain of its subsidiaries as TRSs. Any such TRS and any other domestic TRS that the Combined Company may form, would be required to pay U.S. federal, state and local income tax on their taxable income, and their after-tax net income would be available for distribution to the Combined Company but would not be required to be distributed to it by such TRS. The Combined Company anticipates that the aggregate value of the TRS stock and securities owned by it will be less than 20% of the value of its total assets (including the TRS stock and securities). Furthermore, the Combined Company will monitor the value of its investments in its TRSs to ensure compliance with the rule that no more than 20% of the value of its assets may consist of TRS stock and securities (which is applied at the end of each calendar quarter). In addition, the Combined Company will scrutinize all of the Combined Company’s transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that the Combined Company will be able to comply with the TRS limitations or to avoid application of the 100% excise tax discussed above.

The ownership limits that apply to REITs, as prescribed by the Code and by the Combined Company’s charter, may inhibit market activity in shares of the Combined Company’s stock and restrict its business combination opportunities.

In order for the Combined Company to qualify as a REIT, not more than 50% in value of its outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after the first year for which the Combined Company elected to qualify as a REIT. Additionally, at least 100 persons must beneficially own the Combined Company’s stock during at least 335 days of a taxable year (other than the first taxable year for which the Combined Company elected to be taxed as a REIT). The Combined Company’s charter, with certain exceptions, authorizes the Combined Company’s directors to take such actions as are necessary or appropriate to preserve its qualification as a REIT. The Combined Company’s charter also provides that, unless exempted by the Combined Company’s board of directors, no person may own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of its common stock, or 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of all classes and series of its capital stock. The Combined Company’s board of directors may, in its sole discretion, subject to such conditions as it may determine and the receipt of certain representations and undertakings, prospectively or retroactively, waive the ownership limits or establish a different limit on ownership, or excepted holder limit, for a particular stockholder if, among other things, the stockholder’s ownership in excess of the ownership limits would not result in the Combined Company being “closely held” under Section 856(h) of the Code or otherwise failing to qualify as a REIT. These ownership limits could delay or prevent a transaction or a change in control of the Combined Company that might involve a premium price for shares of its common stock or otherwise be in the best interest of its stockholders.

Certain financing activities may subject the Combined Company to U.S. federal income tax and increase the tax liability of its stockholders.

The Combined Company may enter into transactions that could result in it, the Ready Capital Operating Partnership, or a portion of the Ready Capital Operating Partnership’s assets being treated as a “taxable mortgage pool” for U.S. federal income tax purposes. Specifically, the Combined Company may securitize residential or commercial real estate loans that the Combined Company originates or acquires and such securitizations, to the extent structured in a manner other than a REMIC, would likely result in the Combined Company owning interests in a “taxable mortgage pool”. The Combined Company would be precluded from holding equity interests in such a taxable mortgage pool securitization through the Ready Capital Operating Partnership. Accordingly, the Combined Company would likely enter into such transactions through a qualified REIT subsidiary of its subsidiary REITs or another subsidiary REIT formed by the Ready Capital Operating Partnership, and will be precluded from selling to outside investors equity interests in such securitizations or from selling any debt securities issued in connection with such securitizations

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that might be considered equity for U.S. federal income tax purposes. The Combined Company will be taxed at the highest U.S. federal corporate income tax rate on any “excess inclusion income” arising from a taxable mortgage pool that is allocable to the percentage of the Combined Company’s shares held in record name by “disqualified organizations,” which are generally certain cooperatives, governmental entities and tax-exempt organizations that are exempt from tax on UBTI. To the extent that common stock owned by “disqualified organizations” is held in record name by a broker, bank or other nominee, the broker, bank or other nominee would be liable for the U.S. federal corporate income tax on the portion of the Combined Company’s excess inclusion income allocable to the common stock held by the broker, bank or other nominee on behalf of the disqualified organizations. Disqualified organizations may own the Combined Company’s stock. Because this tax would be imposed on the Combined Company, all of the Combined Company’s investors, including investors that are not disqualified organizations, will bear a portion of the tax cost associated with the classification of the Combined Company or a portion of its assets as a taxable mortgage pool. A regulated investment company (“RIC”), or other pass-through entity owning the Combined Company’s stock in record name will be subject to tax at the highest corporate income tax rate on any excess inclusion income allocated to their owners that are disqualified organizations. The Combined Company has engaged in certain securitization transactions that are treated as taxable mortgage pools for U.S. federal income tax purposes. Although the Combined Company believes that such transactions are structured in a manner so that they should not cause any portion of the distributions in its shares to be treated as excess inclusion income, no assurance can be provided that the IRS would not assert a contrary position.

In addition, if the Combined Company realizes excess inclusion income and allocates it to its stockholders, this income cannot be offset by net operating losses of its stockholders. If the stockholder is a tax-exempt entity and not a disqualified organization, then this income is fully taxable as UBTI under Section 512 of the Code. If the stockholder is a non-U.S. person, it would be subject to U.S. federal income tax withholding on this income without reduction or exemption pursuant to any otherwise applicable income tax treaty. If the stockholder is a REIT, a RIC, common trust fund or other pass-through entity, the Combined Company’s allocable share of its excess inclusion income could be considered excess inclusion income of such entity. Accordingly, such investors should be aware that a portion of the Combined Company’s income may be considered excess inclusion income.

The tax on prohibited transactions will limit the Combined Company’s ability to engage in transactions, including certain methods of securitizing mortgage loans, which would be treated as prohibited transactions for U.S. federal income tax purposes.

Net income that the Combined Company derives from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (including mortgage loans, but other than foreclosure property, as discussed below) that is held primarily for sale to customers in the ordinary course of a trade or business by the Combined Company or by a borrower that has issued a shared appreciation mortgage or similar debt instrument to the Combined Company. The Combined Company might be subject to this tax if it were to dispose of or securitize loans, directly or through its subsidiary REITs, or dispose of real estate assets in a manner that was treated as a prohibited transaction for U.S. federal income tax purposes. The Combined Company might also be subject to this tax if it were to sell assets in connection with a disposition of certain segments of the Combined Company’s business or in connection with a liquidation of the Combined Company. The 100% tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate income tax rates. The Combined Company intends to conduct its operations so that any asset that the Combined Company or its subsidiary REITs own (or is treated as owning) that could be treated as held for sale to customers in the ordinary course of the Combined Company’s business qualifies for certain safe harbor provisions that prevent the application of this prohibited transaction tax. However, no assurance can be provided that such safe harbor provisions will apply. Moreover, as a result of the prohibited transaction tax the Combined Company may choose not to engage in certain sales of loans at the REIT level, and may limit the structures the Combined Company utilizes for its securitization transactions, even though the sales or structures might otherwise be beneficial to the Combined Company. In addition, whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that any property that the Combined Company sells, other than property sold through a TRS

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or property that satisfies the safe harbor described above, will not be treated as property held for sale to customers. As a result, no assurance can be provided that the Combined Company will not be subject to this prohibited transaction tax.

Characterization of the Combined Company’s repurchase agreements entered into to finance its investments as sales for tax purposes rather than as secured lending transactions would adversely affect the Combined Company’s ability to qualify as a REIT.

The Combined Company may enter into repurchase agreements with counterparties to achieve its desired amount of leverage for the assets in which it intends to invest. Under the Combined Company’s repurchase agreements, the Combined Company generally sells assets to its counterparty to the agreement and receives cash from the counterparty. The counterparty is obligated to resell the assets back to the Combined Company at the end of the term of the transaction. The Combined Company believes that for U.S. federal income tax purposes the Combined Company will be treated as the owner of the assets that are the subject of repurchase agreements and that the repurchase agreements will be treated as secured lending transactions notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could successfully assert that the Combined Company did not own these assets during the term of the repurchase agreements, in which case the Combined Company could fail to qualify as a REIT.

The failure of excess MSRs held by the Combined Company to qualify as real estate assets, or the failure of the income from excess MSRs to qualify as interest from mortgages, could adversely affect the Combined Company’s ability to qualify as a REIT.

The Combined Company may hold excess MSRs. In certain private letter rulings, the IRS ruled that excess MSRs meeting certain requirements would be treated as an interest in mortgages on real property and thus a real estate asset for purposes of the 75% asset test, and interest received by a REIT from such excess MSRs will be considered interest on obligations secured by mortgages on real property for purposes of the 75% gross income test. A private letter ruling may be relied upon only by the taxpayer to whom it is issued, and the IRS may revoke a private letter ruling. Consistent with the analysis adopted by the IRS in such private letter rulings and based on advice of counsel, the Combined Company intends to treat any excess MSRs that it acquires that meet the requirements provided in the private letter rulings as qualifying assets for purposes of the 75% asset test, and the Combined Company intends to treat income from such excess MSRs as qualifying income for purposes of the 75% and 95% gross income tests. Notwithstanding the IRS’s determination in the private letter rulings described above, it is possible that the IRS could successfully assert that any excess MSRs that the Combined Company acquires do not qualify for purposes of the 75% asset test and income from such MSRs does not qualify for purposes of the 75% and/or 95% gross income tests, which could cause the Combined Company to be subject to a penalty tax and could adversely impact the Combined Company’s ability to qualify as a REIT.

If the Combined Company were to make a taxable distribution of shares of the Combined Company’s stock, stockholders may be required to sell such shares or sell other assets owned by them in order to pay any tax imposed on such distribution.

The Combined Company may be able to distribute taxable dividends that are payable in shares of its stock. If the Combined Company were to make such a taxable distribution of shares of its stock, stockholders would be required to include the full amount of such distribution as income. As a result, a stockholder may be required to pay tax with respect to such dividends in excess of cash received. Accordingly, stockholders receiving a distribution of the Combined Company’s shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a stockholder sells the shares it receives as a dividend in order to pay such tax, the sale proceeds may be less than the amount included in income with respect to the dividend. Moreover, in the case of a taxable distribution of shares of the Combined Company’s stock with respect to which any withholding tax is imposed on a non-U.S. stockholder, the Combined Company may have to withhold or dispose of part of the shares in such distribution and use such withheld shares or the proceeds of such disposition to satisfy the withholding tax imposed.

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Complying with REIT requirements may limit the Combined Company’s ability to hedge effectively.

The REIT provisions of the Code may limit the Combined Company’s ability to hedge its assets and operations. Under these provisions, any income that the Combined Company generates from transactions intended to hedge its interest rate risks will generally be excluded from gross income for purposes of the 75% and 95% gross income tests if (i) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets or (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests, or (C) hedges an instrument described in clause (A) or (B) for a period following the extinguishment of the liability or the disposition of the asset that was previously hedged by the hedged instrument, and (ii) such instrument is properly identified under applicable Treasury Regulations. Any income from other hedges would generally constitute non-qualifying income for purposes of both the 75% and 95% gross income tests. As a result of these rules, the Combined Company may have to limit its use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS, which could increase the cost of the Combined Company’s hedging activities or result in greater risks associated with interest rate or other changes than the Combined Company would otherwise incur.

Even if the Combined Company qualifies as a REIT, the Combined Company may face tax liabilities that reduce the Combined Company’s cash flow.

Even if the Combined Company qualifies as a REIT, the Combined Company may be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of foreclosures, and state or local income, franchise, property and transfer taxes, including mortgage-related taxes. In addition, the Combined Company intends to hold a significant amount of its assets from time to time in its TRSs, each of which pays U.S. federal, state, and local income tax on its taxable income, and its after tax net income is available for distribution to the Combined Company but is not required to be distributed to the Combined Company by such TRS. In order to meet the REIT qualification requirements, or to avoid the imposition of a 100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale to customers in the ordinary course of business, the Combined Company may hold some of its assets through taxable subsidiary corporations, including domestic TRSs. Any taxes paid by such subsidiary corporations would decrease the cash available for distribution to the Combined Company’s stockholders. For example, as a result of ReadyCap Holdings’ SBA license, ReadyCap Holdings’ ability to distribute cash and other assets is subject to significant limitations, and as a result, ReadyCap Holdings is required to hold certain assets that would be qualifying real estate assets for purposes of the REIT asset tests, would generate qualifying income for purposes of the 75% gross income test, and would not be subject to corporate taxation if held by the Ready Capital Operating Partnership. Also, the Combined Company intends that loans that it originates or buys with an intention of selling in a manner that might expose it to the 100% tax on “prohibited transactions” will be originated or bought by a TRS. Furthermore, loans that are to be modified may be held by a TRS on the date of their modification and for a period of time thereafter. Finally, some or all of the real estate properties that the Combined Company may from time to time acquire by foreclosure or other procedure will likely be held in one or more TRSs. Since the Combined Company’s TRSs do not file consolidated returns with one another, any net losses generated by one such entity will not offset net income generated by any other such entity.

In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Furthermore, if the Combined Company acquires appreciated assets from a subchapter C corporation in a transaction in which the adjusted tax basis of the assets in the Combined Company’s hands is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation, and if the Combined Company subsequently disposes of any such assets during the 5-year period following the acquisition of the assets from the C corporation, the Combined Company will be subject to tax at the highest corporate income tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that they were contributed to the Combined Company over the basis of such assets on such date, which the Combined Company refers to as built-in gains. A portion of the assets contributed to the Combined Company in connection with their formation may be subject to the built-in gains tax. Although the Combined Company expect that the built-in gains tax liability arising from any such assets should be de minimis, there is no assurance that this will be the case.

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The Combined Company’s qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may be dependent on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets that the Combined Company acquires, information provided by the Combined Company’s stockholders or other third parties, and the inaccuracy of any such opinions, advice or statements may adversely affect the Combined Company’s REIT qualification and result in significant corporate-level tax.

When purchasing securities, the Combined Company may rely on opinions or advice of counsel for the issuer of such securities, or statements made in related offering documents, for purposes of determining whether such securities represent debt or equity securities for U.S. federal income tax purposes, and also to what extent those securities constitute REIT real estate assets for purposes of the REIT asset tests and produce income which qualifies under the 75% gross income test. In addition, when purchasing the equity tranche of a securitization, the Combined Company may rely on opinions or advice of counsel regarding the qualification of the securitization for exemption from U.S. corporate income tax and the qualification of interests in such securitization as debt for U.S. federal income tax purposes. The inaccuracy of any such opinions, advice or statements may adversely affect the Combined Company’s REIT qualification and result in significant corporate-level tax.

In addition, for purposes of the REIT gross income tests, rental income qualifies as rents from real property only to the extent that the Combined Company does not directly or constructively own, (i) in the case of any tenant which is a corporation, stock possessing 10% or more of the total combined voting power of all classes of stock entitled to vote, or 10% or more of the total value of shares of all classes of stock of such tenant, or (ii) in the case of any tenant which is not a corporation, an interest of 10% or more in the assets or net profits of such tenant. The Combined Company intends to monitor its assets that generate rental income in order to determine if the rent is treated as paid by an entity that is treated as related to the Combined Company for purposes of these rules. However, the attribution rules that apply for purposes of the above rules are complex. In order to determine whether the Combined Company is deemed to hold an interest in the tenant under these attribution rules, the Combined Company may be required to rely on information that it obtains from its stockholders and other third parties regarding potential relationships that could cause the Combined Company to be treated as owning an interest in such tenants. No assurance can be provided that the Combined Company will have access to all information necessary to make this determination, and as a result no assurance can be provided that the rental income the Combined Company receives will not be treated as received from related parties under these rules, which could adversely impact the Combined Company’s ability to qualify as a REIT.

Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of the Combined Company’s stock.

The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. However, for taxable years beginning before January 1, 2026, noncorporate taxpayers may deduct up to 20% of certain qualified business income, including “qualified REIT dividends” (generally, dividends received by a REIT stockholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the Combined Company’s stock. Dividends may also be subject to a 3.8% Medicare tax under certain circumstances.

Legislative or regulatory tax changes could adversely affect the Combined Company or its stockholders.

The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive effect. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to us and our stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in our common stock.

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The Combined Company cannot assure stockholders that any such changes will not adversely affect the taxation of its stockholders. Any such changes could have an adverse effect on an investment in the Combined Company’s shares or on the market value or the resale potential of the Combined Company’s assets. Stockholders are urged to consult with their tax advisors with respect to the impact of these legislative changes on their investment in the Combined Company’s shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in the Combined Company.

There may be tax consequences to any modifications to our borrowings, our hedging transactions and other contracts to replace references to LIBOR.

Many of the Combined Company’s debt and interest rate hedge agreements are linked to U.S. dollar LIBOR. The Combined Company may have to renegotiate such LIBOR-based instruments to replace references to LIBOR. Under current law, certain modifications of terms of LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification instrument for the modified instrument. Finalized Treasury Regulations, effective March 7, 2022, treat certain modifications that would have been taxable events under previous law as non-taxable events. The Treasury Regulations also permit REMICs to make certain modifications without losing REMIC qualification. The Treasury Regulations do not discuss REIT-specific issues of modifications to LIBOR-based instruments. The IRS has also issued Revenue Procedure 2020-44, which provides additional guidance to facilitate the market’s transition from LIBOR rates. This guidance clarifies the treatment of certain debt instruments modified to replace LIBOR-based terms. The Combined Company will attempt to migrate to a post-LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can give no assurances that it will succeed.

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~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS~~The Combined Businesses

This joint proxy statement/prospectus and the annexes to this joint proxy statement/prospectus contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act.

These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “likely,” or other words, phrases or expressions of similar import, or the negative or other words or expressions of similar meaning, and statements regarding the benefitsUpon completion of the Merger, ~~or the other transactions contemplated by the Merger Agreement or the future financial condition, results of operations and business of~~ Ready Capital Broadmark or the Combined Company. Without limiting the generality of the preceding sentence, certain information contained in the sections “The Merger — Background of the Merger,” “The Merger — Recommendation of the Ready Capital Boardwill remain a publicly traded corporation focused on acquiring, originating, managing, servicing and Its Reasons for the Merger,” “The Merger — Recommendation of the Broadmark Board and Its Reasons for the Merger,” “The Merger — Certain Ready Capital Unaudited Prospective Financial Information” and “The Merger — Certain Broadmark Unaudited Prospective Financial Information” constitute forward-looking statements.

Ready Capital and Broadmark base these forward-looking statements on particular assumptions that they have made in light of their industry experience, as well as their perception of historical trends, current conditions, expected future developments and other factors that they believe are appropriate under the circumstances. The forward-looking statements are necessarily estimates reflecting the judgment of Ready Capital’s and Broadmark’s respective management and involve a number of known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Ready Capital, Broadmark or the Combined Company to be materially different from those expressed or implied by the forward-looking statements. In addition to other factors and matters contained in this joint proxy statement/prospectus, including those disclosed under “Risk Factors” beginning on page 32~~, these forward-looking statements are subject to risks, uncertainties and other factors, including, among others:~~

•

~~the ability of Ready Capital and Broadmark to obtain the required stockholder approvals to consummate the Merger;~~

•

~~the risk that Ready Capital and Broadmark may not be able to satisfy the other conditions to the Merger set forth in the Merger Agreement in a timely manner or at all;~~

•

~~the risk that the Merger or the other transactions contemplated by the Merger Agreement may not be completed in the time frame expected by the parties or at all;~~

•

~~the occurrence of any event, change or other circumstances that could give rise to the termination~~financing primarily SBC loans. Upon completion of the Merger, Agreement and that a termination under certain circumstances could require Ready Capital to pay Broadmark, or Broadmark to pay Ready Capital, a termination fee or expense amount, as described under “The Merger Agreement — Termination Fees and Expenses” beginning on page ~~131~~;

•

~~risks related to the disruption of Ready Capital’s and Broadmark’s management’s attention from ongoing business operations due to the proposed Merger;~~

•

~~the ability of Ready Capital to successfully integrate Broadmark or any other acquisition and implement its operating strategy;~~

•

~~adverse changes in the real estate and real estate capital markets;~~

•

~~changes in interest rates and the yield curve;~~

•

~~financing risks;~~

•

~~inflationary pressures on the capital markets and the general economy;~~

•

~~the outcome of litigation, including any legal proceedings that may be instituted against Ready Capital, Broadmark or others related to the Merger Agreement;~~

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Ready Capital’s principal executive offices ~~are~~will remain located at 1251 Avenue of the Americas, 50th Floor, New York, New York 10020, and its telephone number iswill be (212) ~~275-4600. Ready Capital’s website is www.readycapital.com.~~257-4600.

~~RCC~~The Merger

The Merger Agreement (page 113)

Ready Capital, Merger Sub ~~LLC~~and Broadmark have entered into the Merger Agreement attached as Annex A to this joint proxy statement/prospectus, which is incorporated herein by reference. Ready Capital and Broadmark encourage you to carefully read the Merger Agreement in its entirety because it is the principal document governing the Merger and the other transactions contemplated by the Merger Agreement.

The Merger (page 67)

~~RCC Merger Sub, LLC~~
~~1251 Avenue~~Subject to the terms and conditions of the ~~Americas~~
~~50th Floor~~
~~New York, New York 10020~~
~~(212) 275-4600~~

Merger ~~Sub is a Delaware limited liability company that was formed on December 27, 2022 solely for the purpose of effecting the Merger. Upon Closing,~~Agreement, Broadmark will ~~be merged~~merge with and into Merger Sub, with Merger Sub continuing as the surviving ~~company.~~company from the Merger. Immediately upon completion of the Merger, ~~Sub has~~the continuing Ready Capital stockholders as of immediately prior to Closing are expected to own in the aggregate approximately 64% of the Combined Company’s outstanding shares of common stock on a fully diluted basis, and the Broadmark stockholders as of immediately prior to Closing are expected to own in the aggregate the remaining approximately 36%, based on the number of issued and outstanding shares of Ready Capital Common Stock and Broadmark Common Stock (excluding the Cancelled Shares) as of April 17, 2023, and the Exchange Ratio of 0.47233. The exact equity stake of Ready Capital stockholders and Broadmark stockholders in the Combined Company immediately following the Merger will depend on the number of shares of Ready Capital Common Stock and Broadmark Common Stock issued and outstanding immediately prior to the Merger. Once the Merger is consummated, the Combined Company will retain the name “Ready Capital Corporation”, will continue to be listed on the NYSE, and its common stock will continue to trade under the symbol “RC”.

Consideration for the Merger (page 113)

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding share of Broadmark Common Stock (excluding the Cancelled Shares) will be converted into the right to receive a fixed number of shares of Ready Capital Common Stock equal to the Exchange Ratio. No fractional shares of Ready Capital Common Stock will be issued in the Merger, and the value of any fractional interests to which a holder would otherwise be entitled will be paid in cash.

Each award of performance restricted stock units (each a “Broadmark Performance RSU Award”) granted by Broadmark under its 2019 Stock Incentive Plan (the “Broadmark Equity Plan”) will, as of the Effective Time, automatically be cancelled in exchange for the right to receive a number of shares of Ready Capital Common Stock equal to the product of (i) the number of shares of Broadmark Common Stock subject to such Broadmark Performance RSU Award based on the achievement of the applicable performance metric measured as of immediately prior to the Effective Time and (ii) the Exchange Ratio.

Each award of restricted stock units that is not ~~conducted~~a Broadmark Performance RSU Award granted pursuant to the Broadmark Equity Plan (each a “Broadmark RSU Award”) will be assumed by Ready Capital and converted into an award of restricted stock units with respect to a number of shares of Ready Capital Common Stock, equal to the product of (i) the total number of shares of Broadmark Common Stock subject to such Broadmark RSU Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such Broadmark RSU Award as of immediately prior to the Effective Time.

Each holder of a warrant (whether designated as public warrants, private warrants or otherwise) representing the right to purchase shares of Broadmark Common Stock pursuant to that certain Warrant Agreement (the “Broadmark Warrant Agreement”), dated as of May 14, 2018, by and between Trinity Merger Corp. and Continental Stock Transfer & Trust Company, as amended (each a “Broadmark Warrant”), may exercise such Broadmark Warrant at any ~~activities~~time prior to ~~date, except~~the Effective Time in exchange for ~~activities incidental~~Broadmark Common Stock, in accordance with, and subject to, ~~its formation~~the terms and ~~activities undertaken~~conditions of the Broadmark Warrant Agreement. Following the Effective Time, each Broadmark Warrant that is outstanding as of the Effective

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Time shall remain outstanding and entitle each holder thereof to receive, upon the exercise of such Broadmark Warrant, a number of shares of Ready Capital Common Stock equal to the product of (i) the total number of shares of Broadmark Common Stock that such holder would have been entitled to receive had such holder exercised such Broadmark Warrant immediately prior to the Effective Time and (ii) the Exchange Ratio.

Based on the number of shares of Broadmark Common Stock outstanding on April 17, 2023 and the Exchange Ratio of 0.47233, it is expected that approximately 62,229,623 shares of Ready Capital Common Stock will be issued in connection with the Merger.

Recommendation of the Ready Capital Board and Its Reasons for the Merger (page 82)

At a meeting held on February 26, 2023, following careful consideration, the Ready Capital Board unanimously (i) determined that the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger ~~Agreement.~~

~~Broadmark Realty~~Agreement and the Voting Agreement, including the Merger and the Ready Capital ~~Inc.~~Common Stock Issuance, are advisable and in the best interests of Ready Capital, (ii) authorized and approved the Merger Agreement, the Voting Agreement and the transactions contemplated by the Merger Agreement and the Voting Agreement, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. Certain factors considered by the Ready Capital Board in reaching its decision to authorize, approve and adopt the Merger Agreement, the Voting Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled “The Merger — Recommendation of the Ready Capital Board and Its Reasons for the Merger” beginning on page 82. The Ready Capital Board unanimously recommends that Ready Capital stockholders vote “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal.

Recommendation of the Broadmark ~~Realty Capital Inc.~~
~~1420 Fifth Avenue, Suite 2000~~
~~Seattle, Washington 98101~~
~~(206) 971-0800~~Board and Its Reasons for the Merger (page 78)

On February 26, 2023, following careful consideration, the Broadmark Board unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger, are advisable and in the best interests of Broadmark, (ii) authorized and approved the Merger Agreement and declared the Merger advisable, (iii) directed that the Broadmark Merger Proposal be submitted to the holders of Broadmark Common Stock for consideration at the Broadmark special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Broadmark Common Stock approve the Broadmark Merger Proposal. Certain factors considered by the Broadmark Board in reaching its decision to authorize and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled “The Merger — Recommendation of the Broadmark Board and Its Reasons for the Merger” beginning on page 78. The Broadmark Board unanimously recommends that the Broadmark stockholders vote “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal.

Summary of Risk Factors Related to the Merger (page 32)

You should carefully consider the following important risks, together with all of the other information included in this joint proxy statement/prospectus and the risks related to the Merger and the related transactions described under the section “Risk Factors” beginning on page 32, before deciding how to vote:

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The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact Ready Capital’s and Broadmark’s ability to complete the Merger.

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Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of Ready Capital Common Stock or Broadmark Common Stock and the future business and financial results of Ready Capital and/or Broadmark.

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The Merger Agreement contains provisions that could discourage a potential competing acquirer of either Ready Capital or Broadmark or could result in any competing acquisition proposal being at a lower price than it might otherwise be.

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The pendency of the Merger could adversely affect Ready Capital’s and Broadmark’s business and operations.

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The Merger and related transactions are subject to Ready Capital stockholder approval and Broadmark stockholder approval.

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The voting power of Ready Capital stockholders and Broadmark stockholders will be diluted by the Merger.

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If the Merger is not consummated by August 26, 2023, either Ready Capital or Broadmark may terminate the Merger Agreement.

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The market value of the shares of Ready Capital Common Stock received by Broadmark stockholders will fluctuate based on the trading price of Ready Capital Common Stock.

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The market price of Ready Capital Common Stock may decline as a result of the Merger and the market price of Ready Capital Common Stock after the consummation of the Merger may be affected by factors different from those affecting the price of Ready Capital Common Stock or the price of Broadmark Common Stock before the Merger.

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Shares of Ready Capital Common Stock received by Broadmark stockholders as a result of the Merger will have different rights from shares of Broadmark Common Stock.

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Directors and executive officers of Broadmark have interests in the Merger that are different from, or in addition to, the interests of Broadmark stockholders.

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Directors and executive officers of Ready Capital may have interests in the Merger that are different from, or in addition to, the interests of Ready Capital stockholders.

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Completion of the Merger may trigger change in control or other provisions in certain agreements to which Broadmark is ~~an internally managed commercial real estate finance company that~~a party.

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An adverse judgment in any litigation challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

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If the Merger does not qualify as a reorganization, Broadmark stockholders may recognize a taxable gain.

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Following the Merger, the Combined Company may be unable to realize the anticipated synergies or other expected benefits of the Merger on the anticipated timeframe or at all.

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Following the Merger, the Combined Company may not pay dividends at or above the rate currently paid by Ready Capital or Broadmark.

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The Combined Company will have a significant amount of indebtedness and may need to incur more in the future.

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The Combined Company is expected to incur substantial expenses related and unrelated to the Merger.

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The historical and unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/prospectus may not be representative of the Combined Company’s results after the Merger and, accordingly, you have limited financial information on which to evaluate the Combined Company following the Merger.

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The Combined Company may incur adverse tax consequences if Ready Capital or Broadmark has ~~elected~~failed or fails to ~~be taxed~~qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2019. Based in Seattle, Washington, Broadmark specializes in underwriting, funding, servicing and managing a portfolio generally consisting of short-term, first deed of trust loans to fund the construction and development of, or investment in, residential or commercial properties.purposes.

Broadmark’s typical borrowers include real estate investors, developers and other commercial borrowers. Broadmark does not lend to owner-occupants of residential real estate. Broadmark categorizes its loans into the following distinct purposes:

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~~Vertical Construction.~~ ~~Loans which fund~~Investment in the ~~building or installing of vertical improvements on real property.~~Combined Company’s stock has various tax risks.

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The Ready Capital Special Meeting (page 56)

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~~Horizontal Development.~~Date, Time and Place ~~Loans which fund~~. The special meeting of Ready Capital stockholders will be held live over the ~~building or installing of horizontal improvements~~Internet on ~~real property, including initial site preparation, ground clearing, installing utilities and road, sidewalk and gutter paving.~~May 30, 2023 at 9:00 a.m., Eastern Time.

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~~Acquisition.~~Purpose ~~Loans which fund~~. At the ~~acquisition of a property where~~Ready Capital special meeting, Ready Capital stockholders will be asked to consider and vote upon the ~~intent is generally subsequent financing.~~Ready Capital Common Stock Issuance Proposal and the Ready Capital Adjournment Proposal. Pursuant to Maryland law and the Ready Capital Bylaws, no other matters may be brought before the Ready Capital special meeting.

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~~Land Entitlement.~~Record Date; Voting Rights ~~Loans which fund~~. Ready Capital common stockholders at the ~~entitlement~~Ready Capital Record Date are entitled to vote at the Ready Capital special meeting and any postponement or adjournment thereof. Each holder of ~~land and~~Ready Capital Common Stock on the Ready Capital Record Date is entitled to ~~obtain zoning, permitting or legal use~~one vote per share with respect to ~~further develop the property.~~each proposal.

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~~Rehabilitation.~~Quorum ~~Loans which fund the renovation~~. The presence, virtually or ~~improvement~~by proxy, of the ~~physical existence~~holders of ~~real property.~~shares of Ready Capital Common Stock entitled to cast a majority of all votes entitled to be cast at the Ready Capital special meeting, will constitute a quorum at the Ready Capital special meeting. Abstentions will be counted for the purpose of determining a quorum.

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~~Bridge.~~Required Vote ~~Loans collateralized~~. Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by ~~completed properties used~~holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present. Approval of the Ready Capital Adjournment Proposal also requires the affirmative vote of a majority of the votes cast on the matter by ~~borrowers~~holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

As of the close of business on the Ready Capital Record Date, directors and executive officers of Ready Capital and certain funds managed or advised by the Ready Capital Manager and its affiliates owned an aggregate of 12,748,680 shares of Ready Capital Common Stock entitled to ~~lease~~vote at the Ready Capital special meeting. Pursuant to the terms of the Voting Agreement, Waterfall Management, LLC has agreed to vote or cause the holder of record on any applicable record date to vote the 11,431,049 shares of Ready Capital Common Stock over which it has voting power “FOR” the Ready Capital Common Stock Issuance Proposal and ~~stabilize an asset with sufficient cash flows~~“FOR” the Ready Capital Adjournment Proposal, if required. For additional information regarding the Voting Agreement, see “Summary — Voting Agreement” beginning on page 135. In addition, Ready Capital currently expects that Ready Capital’s directors and executive officers and the Ready Capital Manager and its affiliates will vote their shares of Ready Capital Common Stock “FOR” the Ready Capital Common Stock Issuance Proposal and “FOR” the Ready Capital Adjournment Proposal, although none of them are obligated to ~~obtain permanent financing.~~do so.

Your vote as a Ready Capital common stockholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Ready Capital special meeting virtually.

The Broadmark Special Meeting (page 61)

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~~Investment.~~Date, Time and Place ~~Loans which do not fit into~~. The Broadmark special meeting of Broadmark stockholders will be held solely by means of remote communication live over the ~~other purposes described above, such as a cash out refinance or partnership buyout.~~Internet on May 30, 2023 at 10:00 a.m. Pacific Time.

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Purpose. At the Broadmark ~~seeks~~special meeting, the holders of Broadmark Common Stock will be asked to ~~preserve capital through its disciplined underwriting standards.~~consider and vote upon the Broadmark ~~originates~~Merger Proposal, the Broadmark Compensation Proposal and ~~funds loans generally secured~~the Broadmark Adjournment Proposal. Pursuant to Maryland law and the Broadmark Bylaws, no other matters may be brought before the Broadmark special meeting.

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Record Date; Voting Rights. Holders of record of Broadmark Common Stock at the close of business on April 17, 2023 are entitled to vote at the Broadmark special meeting and any postponement or adjournment thereof. Each holder of record of Broadmark Common Stock on the Broadmark Record Date is entitled to one vote per share with respect to each proposal.

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Quorum. The presence, virtually or by ~~first deed~~proxy, of ~~trust liens on residential and commercial real estate located in states that~~the holders of shares of Broadmark ~~believes have favorable demographic trends and that provide more efficient and quicker access~~Common Stock entitled to ~~collateral in~~cast a majority of all votes entitled to be cast at the ~~event~~Broadmark special meeting, will constitute a quorum at the Broadmark special meeting. Abstentions will be counted for the purpose of ~~borrower default.~~determining a quorum.

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Required Vote. Approval of the Broadmark Merger Proposal requires the affirmative vote of the holders of shares of Broadmark Common Stock entitled to cast a majority of all the votes entitled to be cast on the Broadmark Merger Proposal. Approval of each of the Broadmark Compensation Proposal and the Broadmark Adjournment Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the applicable matter by holders of shares of Broadmark Common Stock at the meeting.

As of the close of business on the Broadmark Record Date, the directors and executive officers of Broadmark owned approximately 2.9% of the outstanding shares of Broadmark Common Stock entitled to vote at the Broadmark special meeting. Broadmark currently expects that Broadmark’s directors and executive officers will vote their shares of Broadmark Common Stock “FOR” the Broadmark Merger Proposal, “FOR” the Broadmark Compensation Proposal and “FOR” the Broadmark Adjournment Proposal, although none of them are obligated to do so.

Your vote as a Broadmark stockholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Broadmark special meeting virtually.

Opinion of Ready Capital’s Financial Advisor (page 93)

Ready Capital retained Wells Fargo Securities as the financial advisor to the Ready Capital Board in connection with the Merger. At the meeting of the Ready Capital Board on February 26, 2023, Wells Fargo Securities rendered its oral opinion to the Ready Capital Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to Ready Capital. Wells Fargo Securities subsequently confirmed this oral opinion by delivering its written opinion to the Ready Capital Board, dated February 26, 2023.

The full text of the written opinion of Wells Fargo Securities, dated February 26, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Stockholders of Ready Capital are urged to read the opinion in its entirety. Wells Fargo Securities’ written opinion was addressed to the Ready Capital Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the fairness, from a financial point of view, to Ready Capital of the Exchange Ratio in the Merger and did not address any other aspect of the Merger. The opinion does not constitute a recommendation to any stockholder of Ready Capital as to how such stockholder should vote with respect to the Merger or any other matter. For a description of the opinion that the Ready Capital Board received from Wells Fargo Securities, see “Opinion of Ready Capital’s Financial Advisor” beginning on page 93 of this joint proxy statement/prospectus.

Opinion of Broadmark’s Financial Advisor (page 85)

On February 26, 2023, at the meeting of the Broadmark Board at which the Merger was approved, J.P. Morgan, the financial advisor of Broadmark in connection with the Merger, rendered to the Broadmark Board an oral opinion, subsequently confirmed by delivery of a written opinion, dated February 26, 2023, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to the holders of Broadmark Common Stock.

The full text of J.P. Morgan’s written opinion, dated as of February 26, 2023, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The full text of the opinion contains a discussion of, among other things, the assumptions made, matters considered and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Broadmark stockholders are urged to read the opinion carefully and in its entirety. J.P. Morgan’s opinion was addressed to the Broadmark Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the fairness, from a financial point of view, to the holders of Broadmark Common Stock of the Exchange

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Ratio in the Merger and did not address any other aspect of the Merger or the other transactions contemplated by the Merger Agreement. J.P. Morgan expressed no opinion as to the fairness of the Exchange Ratio to the holders of any other class of securities, creditors or other constituencies of Broadmark or as to the underlying decision by Broadmark to engage in the Merger. The opinion does not constitute a recommendation to any stockholder of Broadmark as to how such stockholder should vote with respect to the Merger or any other matter.

For a description of the opinion that the Broadmark Board received from J.P. Morgan, see “The Mergers — Opinion of Broadmark’s Financial Advisor” beginning on page 85.

Directors and Management of Ready Capital After the Merger (page 134)

Following the consummation of the Merger, the number of directors on the Ready Capital Board will be increased by three members, from nine to twelve, and will include all of the current directors of the Ready Capital Board and three additional directors, each of whom currently serves on the Broadmark Board. Each of the executive officers of Ready Capital immediately prior to the Effective Time will continue as an executive officer of the Combined Company following the Effective Time.

Interests of Ready Capital Directors and Executive Officers in the Merger (page 109)

In considering the recommendation of the Ready Capital Board to approve the Ready Capital Common Stock Issuance, Ready Capital stockholders should be aware that directors and executive officers of Ready Capital have certain interests in the Merger that may be different from, or in addition to, the interests of Ready Capital stockholders generally and that may present actual or potential conflicts of interests. The Ready Capital Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby.

Ready Capital will continue to be managed by the Ready Capital Manager under the terms of the Ready Capital Management Agreement. Under the Ready Capital Management Agreement, the Ready Capital Manager provides the day-to-day management of Ready Capital’s business, including providing Ready Capital with its executive officers and all other personnel necessary to support its operations. In exchange for its services, Ready Capital pays the Ready Capital Manager a management fee as well as reimburses it for certain expenses incurred by it and its affiliates in rendering management services to Ready Capital. Certain directors and executive officers of Ready Capital are partners and employees of the Ready Capital Manager.

Pursuant to the Ready Capital Management Agreement, Ready Capital pays the Ready Capital Manager a management fee calculated and payable quarterly in arrears equal to 1.5% per annum of its stockholders’ equity (as defined in the Ready Capital Management Agreement) up to $500 million and 1.0% per annum of its stockholders’ equity in excess of $500 million. Following the Merger, Ready Capital stockholders’ equity will include the additional equity attributable to the acquisition of Broadmark and, thus, the amount of the management fees payable to the Ready Capital Manager will also increase, which gives the Ready Capital Manager (and, therefore, Ready Capital’s management) an incentive, not shared by Ready Capital stockholders, to negotiate and effect the Merger, possibly on terms less favorable to Ready Capital than would otherwise have been achieved.

For additional information, see “The Merger — Interests of Ready Capital’s Directors and Executive Officers in the Merger” beginning on page 109.

Interests of Broadmark’s Directors and Executive Officers in the Merger (page 105)

In considering the Broadmark Board’s recommendation for Broadmark stockholders to approve the Broadmark Merger Proposal, Broadmark stockholders should be aware that the directors and executive officers of Broadmark have interests in the Merger that may be different from, or in addition to, the interests of Broadmark stockholders generally and that may present actual or potential conflicts of interests. The Broadmark Board was aware of these interests and considered them, among other matters, in reaching its decision to authorize and approve the Merger Agreement and making its recommendation that Broadmark stockholders approve the Broadmark Merger Proposal. These interests include:

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treatment of Broadmark’s equity awards held by directors and executive officers;

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certain executives are entitled to severance benefits upon a qualifying termination of employment, including base salary continuation and COBRA benefits;

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three current members of the Broadmark Board are expected to become members of the Ready Capital Board following the Effective Time; and

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continued indemnification and insurance coverage for the directors and executive officers of Broadmark in accordance with the Merger Agreement.

For additional information, see “The Merger — Interests of Broadmark’s Directors and Executive Officers in the Merger” beginning on page 105.

Voting Agreement (page 135)

In connection with the Merger Agreement, on February 26, 2023, Waterfall Management, LLC, an affiliate of the Ready Capital Manager, solely in its capacity as the general partner of Sutherland REIT Holdings, LP, entered into the Voting Agreement, pursuant to which, among other things and subject to certain exceptions, Waterfall Management, LLC, solely in its capacity as the general partner of Sutherland REIT Holdings, LP, agreed pursuant to the terms of the limited partnership agreement of Sutherland REIT Holdings, LP to vote or cause the holder of record on any applicable record date to vote all shares of Ready Capital Common Stock then owned and entitled to vote or act by written consent in favor of the Ready Capital Common Stock Issuance Proposal and against certain other proposals, including any Ready Capital Competing Proposal (as defined in “The Merger Agreement — Competing Proposals” beginning on page 124). The Voting Agreement terminates upon certain events, including a valid termination of the Merger Agreement, the Effective Time and at the time the Ready Capital Board effects a change of recommendation.

For additional information, see “Voting Agreement” beginning on page 135. A copy of the Voting Agreement is attached as Annex B to this joint proxy statement/prospectus.

Conditions to Complete the Merger (page 129)

A number of conditions must be satisfied or, to the extent permitted by law, waived before the Merger can be consummated. These include, among others:

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the approval of the Broadmark Merger Proposal by Broadmark stockholders;

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the approval of the Ready Capital Common Stock Issuance Proposal by Ready Capital common stockholders;

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effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus constitutes a part, and no stop order suspending the effectiveness of the Form S-4 having been initiated or threatened by the SEC;

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no injunction or law prohibiting the Merger;

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approval for listing on the NYSE of the shares of Ready Capital Common Stock to be issued in the Merger or reserved therefor, subject to official notice of issuance;

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accuracy of each party’s representations and warranties, subject in most cases to material adverse effect qualifications;

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the absence of a material adverse effect on either Ready Capital or Broadmark;

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material performance and compliance with each party’s covenants; and

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the receipt of tax opinions relating to the REIT status of each of Ready Capital and Broadmark and relating to the qualification of the Merger as a reorganization under Section 368(a) of the Code.

Regulatory Approvals Required for the Merger (page 109)

Ready Capital and Broadmark are not aware of any material federal or state regulatory requirements that must be complied with, or approvals that must be obtained, in connection with the Merger or the other transactions contemplated by the Merger Agreement.

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Listing of Ready Capital Common Stock and Deregistration of Broadmark Common Stock (page 111)

It is a condition to the completion of the Merger that the shares of Ready Capital Common Stock issuable in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance. After the Merger is completed, the Broadmark Common Stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

Accounting Treatment (page 109)

Because both Ready Capital and Broadmark have significant pre-combination activities, the Merger will be accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations,” which is referred to as ASC 805. In applying the acquisition method specified by ASC 805, it is necessary to identify the accounting acquirer, which may be different from the legal acquirer. Factors considered in identifying an accounting acquirer include, but are not limited to, the relative size of the merging companies, the relative voting interests of the respective stockholders after consummation of a merger, and the composition of senior management and the board after consummation of a merger. Based upon consideration of those factors, Ready Capital has been determined to be the accounting acquirer, resulting in an acquisition of Broadmark. The assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Broadmark will be recorded at their respective fair values at the date of the Merger. The consideration transferred in a business combination is typically measured by reference to the fair value of equity issued or other assets transferred by the accounting acquirer. Accordingly, the fair value of the consideration transferred will be measured based on the number of shares of common stock Ready Capital issues to the stockholders of Broadmark multiplied by the closing price of Ready Capital Common Stock on the day immediately preceding the Merger. If the fair value of the consideration transferred exceeds the fair value of the assets acquired and liabilities assumed, the excess will be recorded as goodwill. Alternatively, if the fair value of the assets acquired and liabilities assumed exceeds the fair value of consideration transferred, the transaction would result in a bargain purchase gain. Consolidated financial statements of the Combined Company issued after the Merger will reflect these fair value adjustments and the combined results of operations subsequent to the effective date of the Merger. Because Ready Capital will be the accounting acquirer, its historical financial statements will become the historical financial statements of the Combined Company upon consummation of the Merger. See “Merger — Accounting Treatment” on page 109. For more information, see “Accounting Treatment” beginning on page 109.

Comparison of Rights of Ready Capital stockholders and Broadmark stockholders (page 185)

Holders of Broadmark Common Stock will have different rights following the Effective Time because they will hold shares of Ready Capital Common Stock instead of shares of Broadmark Common Stock, and there are differences between the governing documents of Ready Capital and Broadmark. For more information regarding the differences in rights of Ready Capital stockholders and Broadmark stockholders, see “Comparison of Rights of Ready Capital stockholders and Broadmark stockholders” beginning on page 185.

Appraisal Rights (page 110)

Pursuant to the Ready Capital Charter and the Broadmark Charter, neither holders of Ready Capital Common Stock nor holders of Broadmark Common Stock will be entitled to appraisal rights.

Competing Proposals; Superior Proposals (Pages 124 and 126)

From and after the date of the Merger Agreement until the Effective Time or if earlier, the termination of the Merger Agreement, each of Ready Capital and Broadmark will not, and will cause its subsidiaries and will instruct and use commercially reasonable efforts to cause its representatives not to, among other things, directly or indirectly:

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initiate, solicit or knowingly encourage the making of a Competing Proposal (as defined in “The Merger Agreement — Competing Proposals” beginning on page 124);

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engage in any discussions or negotiations with any person with respect to a Competing Proposal;

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furnish any non-public information regarding Ready Capital or Broadmark or any of their subsidiaries, as applicable, or access to the properties, assets or employees of Ready Capital or Broadmark or any of their subsidiaries, as applicable, to any person in connection with or in response to any Competing Proposal;

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enter into any binding or nonbinding letter of intent or agreement in principle, or other agreement providing for a Competing Proposal, other than certain confidentiality agreements;

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withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the other party, the Ready Capital board recommendation or the Broadmark board recommendation (as defined in “The Merger Agreement — Competing Proposals” beginning on page 124), as applicable, or publicly recommend the approval or adoption of, or publicly approve or adopt, any Competing Proposal;

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fail to include the Ready Capital board recommendation or the Broadmark board recommendation, as applicable, in this joint proxy statement/prospectus or any amendment or supplement hereto; or

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fail publicly to reaffirm without qualification the Ready Capital board recommendation or the Broadmark board recommendation, as applicable, within ten business days after the written request of the other party following a Competing Proposal that has been publicly announced (or such fewer number of days as remain prior to the Ready Capital special meeting or Broadmark special meeting, as applicable, as it may be adjourned or postponed).

Notwithstanding the restrictions set forth above, at any time prior to obtaining the applicable approval of the Ready Capital stockholders at the Ready Capital special meeting or the Broadmark stockholders at the Broadmark special meeting, each of Ready Capital and Broadmark may, directly or indirectly through one or more of its representatives, engage in discussions or negotiations with any person with respect to a Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable (as defined in “The Merger Agreement — Competing Proposals” beginning on page 124), or furnish non-public information regarding Ready Capital or Broadmark or any of their respective subsidiaries, or access to the properties, assets or employees of Ready Capital or Broadmark or any of their respective subsidiaries, with any person if (i) Ready Capital or Broadmark receives a written, bona fide Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, from such person and (ii) such Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, did not result from a material breach of the obligations set forth in the certain non-solicitation provisions of the Merger Agreement, in each case, if certain conditions are met and the Ready Capital Board or the Broadmark Board or any committee thereof, as applicable, determines, after consultation with its financial advisors and outside legal counsel, that such Ready Capital Competing Proposal or Broadmark Competing Proposal is, or could be reasonably expected to lead to a Superior Proposal (as defined in “The Merger Agreement — Superior Proposals” beginning on page 126).

At any time prior to obtaining the applicable approval of the Ready Capital stockholders at the Ready Capital special meeting or the Broadmark stockholders at the Broadmark special meeting, each of Ready Capital and Broadmark may effect a change in its board recommendation in response to a bona fide written Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, from a third party that did not result from a material breach of the obligations set forth in the certain non-solicitation provisions of the Merger Agreement, if the Ready Capital Board or the Broadmark Board or any committee thereof, as applicable, among other things, determines after consultation with its financial advisors and outside legal counsel and taking into account any revised proposal that the other party may have made pursuant to the terms of the Merger Agreement, that such Ready Capital Competing Proposal or Broadmark Competing Proposal, as applicable, is a Superior Proposal. Broadmark may also terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Broadmark Superior Proposal (as defined in “The Merger Agreement — Superior Proposals” beginning on page 126), if prior to doing so, among other things, the Broadmark Board or any committee thereof determines after consultation with its financial advisors and outside legal counsel and taking into account any revised proposal that Ready Capital may have made pursuant to the terms of the Merger Agreement, that a Broadmark Competing Proposal is a Broadmark Superior Proposal and Broadmark pays Ready Capital a termination fee of $15.76 million.

See “The Merger Agreement — Competing Proposals” beginning on page 124.

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Termination of the Merger Agreement (page 131)

The Merger Agreement may be terminated at any time before the Effective Time by the mutual written consent of Ready Capital and Broadmark.

The Merger Agreement may also be terminated prior to the Effective Time by either Ready Capital or Broadmark if:

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any governmental entity of competent jurisdiction has issued a final and non-appealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, or if any law has been adopted prior to the Effective Time that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited;

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the Merger has not been consummated on or before 5:00 p.m. New York time, on August 26, 2023 (provided that this termination right will not be available to any party whose breach of any representation, warranty, covenant or agreement contained in the Merger Agreement has been the cause of or resulted in the failure of the Merger to occur on or before that date);

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a breach by the other party of any covenant or other agreement contained in the Merger Agreement or any representation and warranty of the other party contained in the Merger Agreement fails to be true and correct which (x) would give rise to the failure of certain conditions to Closing if it was continuing as of the date of Closing and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by a certain time (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement;

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Ready Capital stockholders have failed to approve the issuance of shares of Ready Capital Common Stock in connection with the Merger, or Broadmark stockholders have failed to approve the Merger and the other transactions contemplated by the Merger Agreement, as applicable; or

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the other party’s board of directors has effected a change in its board recommendation prior to the time that such party has obtained the applicable approval of its stockholders at its respective stockholder meeting.

Broadmark may also terminate the Merger Agreement if, prior to the time that Broadmark has obtained the approval of its stockholders at the Broadmark stockholder meeting, the Broadmark Board determines to terminate the Merger Agreement in connection with a Broadmark Superior Proposal and, concurrently with the termination of the Merger Agreement, Broadmark enters into a definitive agreement providing for the implementation of such Broadmark Superior Proposal; provided, however, that such termination will not be effective unless Broadmark concurrently pays to Ready Capital a termination fee of $15.76 million.

For more information regarding termination of the Merger Agreement, see “The Merger Agreement — Termination of the Merger Agreement” beginning on page 131.

Termination Fees and Expenses (page 132)

Generally, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring those fees and expenses; provided that, in certain circumstances, including a change of recommendation or, in the case of Broadmark, the acceptance of a Broadmark Superior Proposal, Ready Capital or Broadmark, as applicable, would be required to pay a termination fee of, in the case of payment by Ready Capital, $23.639 million, and in the case of payment by Broadmark, $15.76 million. In addition, upon termination of the Merger Agreement by Ready Capital or Broadmark under specified circumstances, Ready Capital or Broadmark, as applicable, would be required to pay the other party an agreed expense amount of $5 million.

For further discussion of the termination fees, see “The Merger Agreement — Termination Fees and Expenses” beginning on page 132.

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Material U.S. Federal Income Tax Consequences (page 136)

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the closing of the Merger is conditioned on the receipt by each of Broadmark and Ready Capital of an opinion from its respective tax counsel to that effect. Provided that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, the holders of Broadmark Common Stock will generally not recognize gain or loss for U.S. federal income tax purposes upon receipt of Ready Capital Common Stock in exchange for shares of Broadmark Common Stock in connection with the Merger, except with respect to cash received in lieu of fractional shares of Ready Capital Common Stock. A holder of Broadmark Common Stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of Ready Capital Common Stock in the Merger measured by the difference, if any, between the amount of cash received for such fractional share and the holder’s tax basis in such fractional share. The holders of Ready Capital Common Stock generally will not recognize any gain or loss in connection with the Merger for U.S. federal income tax purposes.

The tax consequences to you of the Merger will depend on your own situation. You should consult your tax advisor for a full understanding of the tax consequences to you (including the application and effect of any state, local or non-U.S. income and other tax laws) of the Merger. For more information regarding the U.S. federal income tax consequences of the Merger to holders of Broadmark Common Stock and the ownership of Ready Capital Common Stock, please see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 136.

Description of Ready Capital Stock (page 192)

As of April 17, 2023, 110,745,658 shares of Ready Capital Common Stock, 334,678 shares of 6.25% Series C Cumulative Convertible Preferred Stock (the “Series C Preferred Stock”) and 4,600,000 shares of 6.50% Series E Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) were issued and outstanding. Based on the Exchange Ratio of 0.47233, upon consummation of the Merger, the Combined Company would be expected to issue approximately 62,229,623 shares of Ready Capital Common Stock to the holders of Broadmark Common Stock.

Voting rights are vested in the holders of the Ready Capital Common Stock, and such holders are entitled to receive dividends on such Ready Capital Common Stock if, as and when authorized by the Ready Capital Board, and declared by Ready Capital out of assets legally available therefor.

Selected Unaudited Pro Forma Condensed Combined Financial Information (page 207)

The following table shows summary unaudited pro forma condensed combined financial information about the condensed combined financial condition and operating results of Ready Capital and Broadmark after giving effect to the Merger. The unaudited pro forma condensed combined financial information assumes that the Merger is accounted for as a business combination with Ready Capital as the acquiring entity. The unaudited pro forma condensed combined balance sheet data gives effect to the Merger as if it had occurred on December 31, 2022. The unaudited pro forma condensed combined statements of income data gives effect to the Merger as if it had occurred on January 1, 2022. The summary unaudited pro forma condensed combined financial information listed below has been derived from and should be read in conjunction with (1) the more detailed unaudited pro forma condensed combined financial information, including the notes thereto, appearing elsewhere in this joint proxy statement/prospectus and (2) the historical consolidated financial statements and related notes of both Ready Capital and Broadmark, incorporated herein by reference. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 207 and “Where You Can Find More Information and Incorporation by Reference” beginning on page 204.

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	As of and for the Twelve Months Ended December 31, 2022
(In thousands, except share data)	Ready Capital (Accounting Acquirer)			Broadmark (Accounting Acquiree)			Broadmark Financial Statement Adjustments (B)			Transaction Accounting Adjustments			Pro Forma Combined
Income Statement Data
Interest income		$	671,170		$	83,410		$	—		$	—		$	754,580
Interest expense			(400,774)			(8,638)			—			1,705			(407,707)
Provision for loan losses			(34,442)			(38,266)			—			—			(72,708)
Other non-interest income			259,521			25,467			2,797			259,513			547,298
Other non-interest expense			(262,579)			(178,364)			(2,797)			116,214			(327,526)
Income tax benefit (provision)			(29,733)			—			—			—			(29,733)
Net income (loss)			203,163			(116,391)			—			377,432			464,204
Net income (loss) attributable to common stockholders			186,267			(116,391)			—			373,842			443,718
Earnings (loss) per common share – basic		$	1.73		$	(0.88)			—		$	—		$	2.62
Earnings (loss) per common share – diluted		$	1.66		$	(0.88)			—		$	—		$	2.47
Weighted-average shares of common stock outstanding			106,878,139			132,841,196			—			62,229,457			169,107,596
Balance Sheet Data
Total assets		$	11,620,977		$	1,051,507			—		$	(25,517)		$	12,646,967
Total liabilities		$	9,722,382		$	123,454			—		$	1,377		$	9,847,213
Total stockholders’ equity		$	1,791,088		$	928,053			—		$	(30,632)		$	2,688,509
Total non-controlling interests		$	99,146		$	—			—		$	3,738		$	102,884
Total Redeemable Preferred Stock		$	8,361		$	—			—		$	—		$	8,361

Unaudited Comparative Per Share Information (page 174)

The following table sets forth for the year ended and as of December 31, 2022 selected per share information for Ready Capital Common Stock on a historical and pro forma combined basis and for Broadmark Common Stock on a historical and pro forma equivalent basis. The historical information for the year ended December 31, 2022 is derived from audited financial statements. You should read the table below together with the historical consolidated financial statements and related notes thereto of Ready Capital and Broadmark contained in Ready Capital’s Annual Report on Form 10-K for the year ended December 31, 2022, Broadmark’s Annual Report on Form 10-K for the year ended December 31, 2022, all of which are incorporated herein by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 204.

The unaudited pro forma combined amounts and the unaudited pro forma combined equivalent amounts were calculated using the methodology as described in the section titled “Unaudited Pro Forma Condensed Combined Financial Information,” and are subject to all the assumptions, adjustments and limitations described thereunder. The unaudited pro forma data and equivalent per share information give effect to the Merger as if it had been effective on the dates presented in the case of book value data, and as if it occurred on January 1, 2022 in the case of earnings per share and dividends data. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual financial position and operating results would have been had the Merger occurred on such dates, nor do they purport to represent Ready Capital’s future financial position or operating results.

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	Ready Capital Historical			Broadmark Historical			Pro Forma Combined
Earnings (loss) Per Common Share
Basic: For the year ended December 31, 2022		$	1.73		$	(0.88)		$	2.62
Diluted: For the year ended December 31, 2022		$	1.66		$	(0.88)		$	2.47
Basic: For the year ended December 31, 2021		$	2.17		$	0.62		$	3.56
Diluted: For the year ended December 31, 2021		$	2.17		$	0.62		$	3.56
Book Value per Common Share
December 31, 2022		$	15.20		$	7.05		$	14.92
Dividends per share of common stock(1)
For the year ended December 31, 2022		$	1.66		$	0.77		$	—
For the year ended December 31, 2021		$	1.66		$	0.84		$	—

(1)

Pro Forma dividends per share of common stock are not presented as the dividend policy for the Combined Company will be determined by the Ready Capital Board following the completion of the Merger.

Litigation Related to the Merger (page 112)

Beginning on March 29, 2023, four different complaints were filed in the United States District Court for the Southern District of New York captioned O’Dell v. Broadmark Realty Capital Inc., et al., Case No. 23-cv-02640, Wang v. Broadmark Realty Capital Inc., et al., Case No. 23-cv-02717, Kirkland v. Broadmark Realty Capital Inc., et al., Case No. 23-cv-02943, and Kirsteins v. Broadmark Reality Capital Inc., et al., Case No. 23-cv-03008. The complaints, each filed as an individual action by a purported stockholder of the Company, name Broadmark and its directors as defendants. The complaints generally allege that the defendants violated Sections 14(a) and 20(a) of the Exchange Act with respect to the Form S-4 originally filed with the SEC in connection with the Merger, and seek to enjoin the Merger, as well as damages, costs and attorneys’ and experts’ fees. On April 3, 2023, a purported stockholder of Ready Capital filed a complaint, captioned Whitehead v. Ready Capital Corporation, et al., Case No. 1:23-cv-02773, in the United States District Court for the Southern District of New York. The complaint, which is filed as an individual action, names Ready Capital and its directors as defendants and, like the other complaints, alleges violations of Section 14(a) and 20(a) of the Exchange Act. Ready Capital and Broadmark intend to vigorously defend each of these complaints. Broadmark has also received correspondence from law firms claiming to represent purported stockholders, either threatening litigation or making other demands relating to the Merger, including that additional disclosures be provided. Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future.

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RISK FACTORS

In addition to other information included elsewhere in this joint proxy statement/prospectus and in the annexes to this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 51, you should carefully consider the following risk factors in deciding whether to vote for the Ready Capital Common Stock Issuance Proposal or the Broadmark Merger Proposal. In addition, you should read and consider the risks associated with the businesses of each of Ready Capital and Broadmark. These risks can be found in the Annual Report on Form 10-K for the year ended December 31, 2022 and other reports of Broadmark and the Annual Report on Form 10-K for the year ended December 31, 2022 and other reports of Ready Capital, which reports are incorporated by reference into this joint proxy statement/prospectus, including particularly the sections therein titled “Risk Factors”. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. Please also see “Where You Can Find More Information and Incorporation by Reference” on page 204.

Risks Related to the Merger

The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact Ready Capital’s and Broadmark’s ability to complete the transaction.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions. In addition, under circumstances specified in the Merger Agreement, Ready Capital or Broadmark may terminate the Merger Agreement. In particular, completion of the Merger requires (i) the approval of the Broadmark Merger Proposal by the Broadmark stockholders and (ii) the approval of the Ready Capital Common Stock Issuance Proposal by the Ready Capital common stockholders. While it is currently anticipated that the Merger will be completed shortly after the later of the Broadmark special meeting to approve the Broadmark Merger Proposal and the Ready Capital special meeting to approve the Ready Capital Common Stock Issuance Proposal, there can be no assurance that the conditions to Closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, Ready Capital and Broadmark cannot provide any assurances with respect to the timing of the Closing, whether the Merger will be completed at all and when the Broadmark stockholders would receive the consideration for the Merger, if at all.

Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of Ready Capital Common Stock or Broadmark Common Stock and the future business and financial results of Ready Capital and/or Broadmark.

The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms than as contemplated by the Merger Agreement, Ready Capital and Broadmark could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

•

the Ready Capital stockholders and the Broadmark stockholders may be prevented from realizing the anticipated benefits of the Merger;

•

the market price of Ready Capital Common Stock or Broadmark Common Stock could decline significantly;

•

reputational harm due to the adverse perception of any failure to successfully consummate the Merger;

•

Ready Capital and Broadmark being required, under certain circumstances, to pay to the other party a termination fee or expense amount;

•

incurrence of substantial costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and

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•

the attention of Ready Capital’s and Broadmark’s management and employees may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the Merger.

Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of Ready Capital and Broadmark.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of either Ready Capital or Broadmark or could result in any competing acquisition proposal being at a lower price than it might otherwise be.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the ability of each of Ready Capital and Broadmark to solicit, initiate, knowingly encourage or facilitate any Competing Proposal. With respect to any written, bona fide Competing Proposal received by either Ready Capital or Broadmark, the other party generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before the Ready Capital Board or Broadmark Board, as the case may be, or committee thereof, may withdraw or modify its recommendation to their respective stockholders in response to such Competing Proposal or, solely in the case of Broadmark, terminate the Merger Agreement in connection with a Superior Proposal. In the event that the Ready Capital Board withdraws or modifies its recommendation, Broadmark may terminate the Merger Agreement, in which case Ready Capital may be required to pay Broadmark a termination fee of $23.639 million. In the event that the Broadmark Board withdraws or modifies its recommendation, Ready Capital may terminate the Merger Agreement, in which case Broadmark may be required to pay Ready Capital a termination fee of $15.76 million. In addition, if Broadmark terminates the Merger Agreement in connection with a Superior Proposal, it would be required to pay Ready Capital a termination fee of $15.76 million. Similarly, such termination fees less any amount previously paid as expense reimbursement may be payable in certain other circumstances as described in the Merger Agreement. See “The Merger Agreement — Competing Proposals” beginning on page 124, “The Merger Agreement — Termination of the Merger Agreement” beginning on page 131 and “The Merger Agreement — Termination Fees and Expenses” beginning on page 132.