As filed with the U.S. Securities and Exchange Commission on March 1, 2021
Registration No. 333-235402
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT ON FORM S-11
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
BROADMARK REALTY CAPITAL INC.
(Exact name of registrant as specified in governing instruments)
1420 Fifth Avenue, Suite 2000
Seattle, WA 98101
(206) 971-0800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Nevin Boparai
Executive Vice President and Chief Legal Officer
1420 Fifth Avenue, Suite 2000
Seattle, WA 98101
(206) 971-0800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Eliot Robinson
Andrew Rodman
Bryan Cave Leighton Paisner LLP
1201 W. Peachtree St., NW
Atlanta, GA 30309
(404) 572-6600
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
ADDITION OF EXHIBIT
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-235402) was filed to include as an exhibit to such S-11 the consent of Moss Adams LLP to the use of its report dated March 1, 2021 with respect to the consolidated financial statements of Broadmark Realty Capital Inc. and its subsidiaries (the “Company”) and the effectiveness of internal control over financial reporting as of December 31, 2020, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 in such registration statement and the related prospectus. The report of Moss Adams LLP was filed in the Prospectus Supplement No. 2 dated March 1, 2021 filed pursuant to Rule 424(b)(3). The consent of Moss Adams LLP is filed as Exhibit 23.5 herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Exhibits
EXHIBIT INDEX
II-1 |
† The annexes, schedules and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
* Previously filed as Exhibits to this Form S-11.
+ Exhibit filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Seattle, state of Washington, on March 1, 2021.
BROADMARK REALTY CAPITAL INC. | ||
By: | /s/ Jeffrey B. Pyatt | |
Name: Jeffrey B. Pyatt | ||
Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Position | Date | |||
* | Chairman of the Board and Director | March 1, 2021 | |||
Joseph L. Schocken | |||||
* | President and Chief Executive Officer and Director | March 1, 2021 | |||
Jeffrey B. Pyatt | (Principal Executive Officer) | ||||
/s/ David Schneider | Chief Financial Officer (Principal Financial Officer | March 1, 2021 | |||
David Schneider | and Principal Accounting Officer) | ||||
* | Director | March 1, 2021 | |||
Stephen G. Haggerty | |||||
* | Director | March 1, 2021 | |||
Daniel J. Hirsch | |||||
* | Director | March 1, 2021 | |||
David A. Karp | |||||
* | Director | March 1, 2021 | |||
Norma J. Lawrence | |||||
* | Director | March 1, 2021 | |||
Kevin M. Luebbers |
*The undersigned, by signing his or her name hereto, does execute this Post-Effective Amendment No.3 to the Registration Statement on Form S-11 on behalf of the above-named officers and directors of the registrant pursuant to the Power of Attorney executed by such officers and/or directors on the signature pages to the registration statement previously filed on December 6, 2019.
By: | /s/ Jeffrey B. Pyatt | |
Name: Jeffrey B. Pyatt | ||
Title: Attorney-In-Fact |
II-3 |