Use these links to rapidly review the document
TABLE OF CONTENTS
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
Table of Contents

Table of Contents

As filed with the Securities and Exchange Commission on September 15,November 2, 2020

Registration No. 333-            333-248803

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TRINE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

405 Lexington Avenue, 48^th Floor
New York, NY 10174
Telephone: (212) 503-2855
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Mark J. Coleman, Esq.
Executive Vice President and General Counsel
405 Lexington Avenue, 48^th Floor
New York, NY 10174
Telephone: (212) 503-2850
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the merger.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

          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.    o

          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.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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. (Check one):

          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. o

          If applicable, place an ý in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

(1)

Based on the maximum number of common stock, par value $0.0001 per share ("Class A common stock"), of the registrant estimated to be issued in connection with the merger described herein (the "Business Combination"). This number is based on the product of (a) the sum of (i) 31,716,208, the aggregate number of shares of common stock, par value $0.0001 per share, of Desktop Metal, Inc. ("Desktop Metal"), outstanding as of August 26, 2020, which number excludes shares of Desktop Metal common stock owned by Trine Acquisition Corp. ("Trine") or Desktop Metal (as treasury stock or otherwise), (ii) 100,038,109, the aggregate number of shares of preferred stock, par value $0.0001 per share, of Desktop Metal, outstanding as of August 26, 2020, which number excludes shares of Desktop Metal common stock owned by Trine or Desktop Metal (as treasury stock or otherwise), (iii) 566,947, the aggregate number of shares of Desktop Metal common stock issuable upon the cashless exercise of the Desktop Metal warrants outstanding as of August 26, 2020 and (iv) 17,416,528, the aggregate number of shares of common stock of Desktop Metal issuable pursuant to outstanding stock options, restricted stock awards and restricted stock unit awards of Desktop Metal outstanding as of August 26, 2020, and (b) an exchange ratio of 1.221218442.

(2)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $2,100,840,000, calculated as the product of (i) 183,000,000 shares of Class A common stock, the estimated maximum number of shares of Class A common stock that may be issued in the Business Combination in exchange for cancelled shares of common stock and preferred stock and awards of Desktop Metal, Inc. (calculated as shown in note (1) above) and (ii) $11.48, the average of the high and low trading prices of Class A common stock on September 9, 2020 (within five business days prior to the date of this Registration Statement).

(3)

Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001298.

Table of Contents

The information in this preliminary proxy statement/consent solicitation statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
DATED SEPTEMBER 15,NOVEMBER 2, 2020, SUBJECT TO COMPLETION

Dear Stockholder:

           On August 26, 2020, Trine Acquisition Corp. ("Trine") and Sparrow Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Trine, entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the "Merger Agreement") with Desktop Metal, Inc. ("Desktop Metal"). If the Merger Agreement is adopted by Desktop Metal's stockholders, the Merger Agreement and the transactions contemplated thereby, including the issuance of Class A common stock to be issued as the merger consideration, is approved by Trine's stockholders, and the business combination is subsequently completed, Merger Sub will merge with and into Desktop Metal with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine (the "Business Combination").

           Each share of each series of Desktop Metal preferred stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Desktop Metal as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Trine Class A common stock (deemed to have a value of $10 per share) with an aggregate implied value equal to the product of the liquidation amount (as described in Desktop Metal's certificate of incorporation ("Desktop Metal's charter")) for such series of preferred stock multiplied by the number of shares of such series of Desktop Metal preferred stock outstanding immediately prior to the effective time as if the Business Combination were a Deemed Liquidation Event (as defined in Desktop Metal's charter) (the "aggregate preferred stock consideration") divided by the number of shares of such series of Desktop Metal preferred stock outstanding immediately prior to the effective time of the Business Combination.

           Each share of Desktop Metal common stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Desktop Metal as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Trine Class A common stock (deemed to have a value of $10 per share) with an aggregate implied value equal to $1,830,000,000 minus the aggregate implied value of the aggregate preferred stock consideration divided by the number of shares of Desktop Metal common stock outstanding on a fully diluted basis immediately prior to the effective time of the Business Combination.

           Based on the number of shares of Desktop Metal preferred stock outstanding, the number of shares of Desktop Metal common stock outstanding and the number of outstanding stock options, warrants, restricted stock awards and restricted stock unit awards of Desktop Metal, in each case as of ,August 26, 2020, (i) the estimated exchange ratio of shares of Trine's Class A common stock for each share of Desktop Metal common stock and preferred stock is 1.221218442, (ii) the total number of shares of Trine's Class A common stock expected to be issued in connection with the Business Combination is approximately            , (iii) and holders of shares of Desktop Metal common stock as of immediately prior to the closing of the Business Combination will hold, in the aggregate, approximately        % of the issued and outstanding shares of Trine's Class A common stock immediately following the closing of the Business Combination. Trine's units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the "NYSE"). We intend to apply to list Trine's Class A common stock and public warrants on the NYSE under the symbols "DM" and "DM.WS", respectively, upon the closing of the Business Combination. Trine will not have units traded following closing of the Business Combination. Following the closing of the Business Combination, Trine intends to change its name to Desktop Metal, Inc.

           In connection with the execution of the Merger Agreement, Trine entered into subscription agreements (together with any subscription agreements to be entered into by Trine following the execution of the Merger Agreement, collectively, the "Subscription Agreements") with certain parties subscribing for shares of Class A common stock (together with any parties entering into Subscription Agreements following the execution of the Merger Agreement, the "Subscribers") pursuant to which the Subscribers have agreed to purchase, and Trine has agreed to sell the Subscribers, an aggregate of 27,497,500 shares of Class A common stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $274,975,000. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. See "Other Agreements—Subscription Agreements".

           Trine will hold a special meeting of stockholders (the "Special Meeting") to consider matters relating to the proposed Business Combination. Trine and Desktop Metal cannot complete the Business Combination unless Trine's stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby, including the issuance of Trine's Class A common stock to be issued as the merger consideration, and Desktop Metal's stockholders consent to adoption and approval of the Merger Agreement and the transactions contemplated thereby. Trine and Desktop Metal are sending you this proxy statement/consent solicitation statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/consent solicitation statement/prospectus.

           The Special Meeting will be held at 9:00 a.m. eastern time, on                        , 2020, in virtual format.

           YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/consent solicitation statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in "street name", you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

           The Trine board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that Trine stockholders vote "FOR" the approval of the Merger Agreement, "FOR" the issuance of Class A common stock to be issued as the merger consideration and "FOR" the other matters to be considered at the Special Meeting.

           The Desktop Metal board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that Desktop Metal stockholders consent to adopt and approve in all respects the Merger Agreement and the transactions contemplated thereby (the "Desktop Metal Merger Proposal").

           This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Trine and Desktop Metal and certain related matters. You are encouraged to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should read the "Risk Factors" section beginning on page 2526 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

           If you have any questions regarding the accompanying proxy statement/consent solicitation statement/prospectus, you may contact Innisfree M&A Incorporated, Trine's proxy solicitor, at (877) 456-3463.

Sincerely,

Leo Hindery, Jr.
Chief Executive Officer and Chairman of the Board of Directors

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of Class A common stock in connection with the Business Combination or the other transactions described in this proxy statement/consent solicitation statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

           This proxy statement/consent solicitation statement/prospectus is dated                        , 2020, and is first being mailed to stockholders of Trine on or about                        , 2020.

Table of Contents

TRINE ACQUISITION CORP.
405 Lexington Avenue, 48^th Floor
New York, NY 10174

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                        , 2020

TO THE STOCKHOLDERS OF TRINE ACQUISITION CORP.

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Trine Acquisition Corp. ("Trine"), a Delaware corporation, will be held at 9:00 a.m. eastern time, on                         , 2020, in virtual format (the "Special Meeting"). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)

The Business Combination Proposal—To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 26, 2020 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among Trine, Sparrow Merger Sub, Inc. ("Merger Sub") and Desktop Metal, Inc. ("Desktop Metal") and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Desktop Metal with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine (the "Business Combination"). A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A (Proposal No. 1);



(2)

The Charter Amendment Proposal—To consider and vote upon a proposal to adopt an amendment (the "Charter Amendment") to Trine's amended and restated certificate of incorporation currently in effect (the "Existing Charter") in the form attached to the Merger Agreement as Exhibit D (Proposal No. 2);



(3)

The Charter Approval Proposal—To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") in the form attached hereto as Annex B (Proposal No. 3);



(4)

The Governance Proposal—To consider and act upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirementsorder to give holders of Trine's common stock the opportunity to present their separate views on important corporate governance procedures (Proposal No. 4);



(5)

The Director Election Proposal—To consider and vote upon a proposal to elect 1110 directors to serve on the Board of Directors of the Post-Combination Company (the "Board") until the 2021 annual meeting of stockholders, in the case of Class I directors, the 2022 annual meeting of stockholders, in the case of Class II directors, and the 2023 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (Proposal No. 5);



(6)

The Merger Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the "NYSE"), the issuance of shares of Class A common stock pursuant to the Business Combination (Proposal No. 6);



(7)

The Subscription Agreements Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Class A common stock pursuant to the Subscription Agreements (as defined herein) (Proposal No. 7);



(8)

The Incentive Plan Proposal—To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 8);

Table of Contents

(9)

The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and

Table of Contents

vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal or the Incentive Plan Proposal, or we determine that one or more of the closing conditions to Merger Agreement is not satisfied or waived (Proposal No. 9);

        These items of business are described in the attached proxy statement/consent solicitation statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Trine common stock at the close of business on ,October 30, 2020 (the "Trine Record Date") are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

        Pursuant to Trine's Existing Charter, Trine will provide holders of its Public Shares with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in Trine's trust account, which holds the proceeds of the Trine IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the trust account and not previously released to Trine to pay its taxes). For illustrative purposes, based on funds in the trust account of approximately $$305.4 million on ,October 30, 2020, the estimated per share redemption price would have been approximately $            ,$10.17, excluding additional interest earned on the funds held in the trust account and not previously released to Trine to pay taxes. Public stockholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of Trine. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a "group," will not be redeemed for cash without the consent of Trine. Trine Sponsor IH, LLC, a Delaware limited liability company (the "Sponsor"), and Trine's directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock they may hold. Currently, the Initial Stockholders (as defined herein) own 20% of Trine common stock, consisting of the Founder Shares (as defined herein). Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and Trine's directors and officers have agreed to vote any shares of common stock owned by them in favor of each of the proposals presented at the Special Meeting.

        After careful consideration, Trine's board of directors (the "Trine Board") has determined that the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of Trine and its stockholders and unanimously recommends that you vote or give instruction to vote "FOR" the Business Combination Proposal, "FOR" the Charter Amendment Proposal, "FOR" the Charter Approval Proposal, "FOR" the Governance Proposal, "FOR" the Director Election Proposal, "FOR" the Merger Issuance Proposal, "FOR" the Subscription Agreements Proposal, "FOR" the Incentive Plan Proposal and "FOR" the Adjournment Proposal, if presented.

        Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal and the Incentive Plan Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. The proxy statement/consent solicitation statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/consent solicitation statement/prospectus carefully.

Table of Contents

        All Trine stockholders are cordially invited to attend the Special Meeting in virtual format. Trine stockholders may attend, vote and examine the list of Trine stockholders entitled to vote at the Special Meeting by visiting            and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus ("COVID-19") pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

        Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

        Thank you for your participation. We look forward to your continued support.

                        , 2020

        IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE TRINE REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TRINE'S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE "TRINE'S SPECIAL MEETING OF STOCKHOLDERS—REDEMPTION RIGHTS" FOR MORE SPECIFIC INSTRUCTIONS.

Table of Contents

Desktop Metal, Inc.
63 Third Avenue
Burlington, MA 01803

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Desktop Metal, Inc.:

        Pursuant to an Agreement and Plan of Merger, dated as of August 26, 2020 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among Trine Acquisition Corp. ("Trine"), Sparrow Merger Sub, Inc., a wholly owned subsidiary of Trine ("Merger Sub"), and Desktop Metal, Inc. ("Desktop Metal"), Merger Sub will be merged with and into Desktop Metal, with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine (the "Business Combination").

        The accompanying proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the Desktop Metal board of directors to request that Desktop Metal stockholders as of the record date of ,August 25, 2020 (the "Desktop Metal Record Date") approve the adoption of the Merger Agreement and the Business Combination by executing and returning the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus (the "Desktop Metal Merger Proposal").

        The accompanying proxy statement/consent solicitation statement/prospectus describes the Merger Agreement, the Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/consent solicitation statement/prospectus.

        A summary of the appraisal that may be available to you is described in "Appraisal Rights" beginning on page 271269 of the accompanying proxy statement/consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal rights you must not sign and return a written consent approving the adoption of the Merger Agreement and the Business Combination. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the Merger Agreement or the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights.

        The Desktop Metal board of directors has considered the Business Combination and the terms of the Merger Agreement and unanimously approved and declared advisable the Merger Agreement and the Business Combination, upon the terms and conditions set forth in the Merger Agreement, and unanimously determined that the Merger Agreement and the Business Combination are in the best interests of Desktop Metal and its stockholders.

        Please complete, date and sign the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus and return it promptly to Desktop Metal by one of the means described in "Desktop Metal's Solicitation of Written Consents" beginning on page 7374 of the accompanying proxy statement/consent solicitation statement/prospectus.

Table of Contents

TABLE OF CONTENTS

Table of Contents

Table of Contents

BASIS OF PRESENTATION AND GLOSSARY

        As used in this proxy statement/consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

        "Available Cash" are to, as of immediately prior to the consummation of the Business Combination, the aggregate amount equal to (i) the cash available to be released from Trine's trust account; plus (ii) all other cash and cash equivalents; minus (iii) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares pursuant to the redemption offer (to the extent not already paid); plus (iv) $274,975,000;

        "Code" are to the Internal Revenue Code of 1986, as amended;

        "common stock" are to Trine's Class A common stock and Class B common stock;

        "Company Owners" are to the stockholders of Desktop Metal prior to the closing of the Business Combination;

        "Completion Window" are to the period following the completion of the Trine IPO at the end of which, if Trine has not completed its initial business combination, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Trine to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Trine's remaining stockholders and the Trine Board, dissolve and liquidate, subject to Trine's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Completion Window ends on March 19, 2021;

        "DGCL" are to the Delaware General Corporation Law, as amended;

        "Exchange Act" are to the Securities Exchange Act of 1934, as amended;

        "Founder Shares" are to shares of Trine's Class B common stock and Trine's Class A common stock issued upon the automatic conversion thereof at the time of Trine's initial business combination as provided herein. The 7,503,750 Founder Shares are held of record by the Initial Stockholders as of the Trine Record Date;

        "GAAP" are to generally accepted accounting principles in the United States, as applied on a consistent basis.

        "Initial Stockholders" are to the Sponsor and certain directors of Trine who hold Founder Shares as of the date of this proxy statement/consent solicitation statement/prospectus;

        "Investment Company Act" are to the Investment Company Act of 1940, as amended.

        "Post-Combination Company" are to Trine following the consummation of the Business Combination and the other transactions contemplated by the Merger Agreement.

        "private placement warrants" are to Trine's warrants issued to the Sponsor in a private placement simultaneously with the closing of the Trine IPO;

        "Public Shares" are to shares of Trine's Class A common stock sold as part of the units in the Trine IPO (whether they were purchased in the Trine IPO or thereafter in the open market);

i

Table of Contents

        "public stockholders" are to the holders of Trine's Public Shares, including the Sponsor and Trine's directors and officers to the extent the Sponsor and Trine's directors or officers purchase Public Shares; provided, that each of their status as a "public stockholder" shall only exist with respect to such Public Shares;

        "public warrants" are to Trine's warrants sold as part of the units in the Trine IPO (whether they were purchased in the Trine IPO or thereafter in the open market);

        "SEC" are to the Securities and Exchange Commission;

        "Securities Act" are to the Securities Act of 1933, as amended;

        "Sponsor" are to Trine Sponsor IH, LLC, a Delaware limited liability company;

        "Sponsor Agreement" are to the Sponsor Agreement, dated August 26, 2020, among Desktop Metal, Trine, the Sponsor and Trine's directors and officers;

        "Trine IPO" are to the initial public offering by Trine which closed on March 19, 2019;

        "Trine warrants" are to the warrants exercisable to purchase Class A common stock of Trine;

        "VWAP" are to volume weighted average price; and

        "warrants" are to the public warrants and the private placement warrants.

        Unless specified otherwise, amounts in this proxy statement/consent solicitation statement/prospectus are presented in United States ("U.S.") dollars.

        Defined terms in the financial statements contained in this proxy statement/consent solicitation statement/prospectus have the meanings ascribed to them in the financial statements.

ii

Table of Contents

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

        Trine, Desktop Metal and Desktop Metal's subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/consent solicitation statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/consent solicitation statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

iii

Table of Contents

QUESTIONS AND ANSWERS

        The questions and answers below highlight only selected information from this proxy statement/consent solicitation statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting, the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination, and the consent solicitation. The following questions and answers do not include all the information that is important to Trine and Desktop Metal stockholders. You are urged to read carefully this entire proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination, the voting procedures for the Special Meeting and the consent solicitation.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:    WHAT IS THE BUSINESS COMBINATION?

A:

Trine, Merger Sub, a wholly owned subsidiary of Trine, and Desktop Metal have entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Desktop Metal with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine.

Trine will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement and you are receiving this proxy statement/consent solicitation statement/prospectus in connection with such meeting. Desktop Metal is also providing these consent solicitation materials to the holders of Desktop Metal common stock and preferred stock, to solicit, among other things, the required written consent to adopt and approve in all respects the Merger Agreement and the transactions contemplated thereby (the "Desktop Metal Merger Proposal"). See "The Merger Agreement" beginning on page 204.202. In addition, a copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A. We urge you to read carefully this proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

Q:    WHY AM I RECEIVING THIS DOCUMENT?

A:

Trine is sending this proxy statement/consent solicitation statement/prospectus to its stockholders to help them decide how to vote their shares of Trine common stock with respect to the matters to be considered at the Special Meeting. Desktop Metal is also providing these consent solicitation materials to the holders of Desktop Metal common stock and preferred stock in order to solicit such holders' written consent to the Desktop Metal Merger Proposal.

The Business Combination cannot be completed unless Trine's stockholders approve the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal and the Incentive Plan Proposal set forth in this proxy statement/consent solicitation statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/consent solicitation statement/prospectus.

This document constitutes a proxy statement of Trine, a consent solicitation statement of Desktop Metal and a prospectus of Trine. It is a proxy statement because the board of directors of Trine is soliciting proxies using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a consent solicitation statement because the board of directors of Desktop Metal is soliciting written consent using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a prospectus because Trine, in connection with the Business Combination, is offering shares of Trine's Class A common stock in exchange for the outstanding

iv

Table of Contents

shares of Desktop Metal common stock and preferred stock. See "The Merger Agreement—Merger Consideration".

Q:    WHAT WILL DESKTOP METAL STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:

If the Business Combination is completed, each share of each series of Desktop Metal preferred stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Desktop Metal as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Trine Class A common stock (deemed to have a value of $10 per share) with an aggregate implied value equal to the product of the liquidation amount (as described in Desktop Metal's charter) for such series of preferred stock multiplied by the number of shares of such series of Desktop Metal preferred stock outstanding immediately prior to the effective time as if the Business Combination were a Deemed Liquidation Event (as defined in Desktop Metal's charter) (the "aggregate preferred stock consideration") divided by the number of shares of such series of Desktop Metal preferred stock outstanding immediately prior to the effective time of the Business Combination.

Each share of Desktop Metal common stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Desktop Metal as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Trine Class A common stock (deemed to have a value of $10 per share) with an aggregate implied value equal to $1,830,000,000 minus the aggregate implied value of the aggregate preferred stock consideration divided by the number of shares of Desktop Metal common stock outstanding on a fully diluted basis immediately prior to the effective time of the Business Combination.

Based on the number of shares of Desktop Metal preferred stock outstanding, the number of shares of Desktop Metal common stock outstanding and the number of outstanding stock options, warrants, restricted stock awards and restricted stock unit awards of Desktop Metal, in each case as of ,August 26, 2020, the total number of shares of Trine's Class A common stock expected to be issued in connection with the Business Combination is approximately                        .

Q:    WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for                        , 2020; however, such meeting could be adjourned, as described herein. However, neither Trine nor Desktop Metal can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. Trine must first obtain the approval of its stockholders for certain of the proposals set forth in this proxy statement/consent solicitation statement/prospectus for their approval, Desktop Metal must first obtain the written consent of its stockholders for the Business Combination and Trine and Desktop Metal must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See "The Merger Agreement—Conditions to the Business Combination" beginning on page 224.222.

Q:    WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:

If the Business Combination is not completed, Desktop Metal stockholders will not receive any consideration for their shares of Desktop Metal capital stock. Instead, Desktop Metal will remain an independent company. Under specified circumstances, Desktop Metal will be required to pay to Trine a fee with respect to the termination of the Merger Agreement. See "The Merger Agreement—Termination" and "Risk Factors" beginning on page 225223 and page 25,26, respectively.

v

Table of Contents

QUESTIONS AND ANSWERS ABOUT TRINE'S SPECIAL STOCKHOLDER MEETING

Q:    WHEN AND WHERE IS THE SPECIAL MEETING?

A:

The Special Meeting will be held at 9:00 a.m. eastern time, on                        , 2020, in virtual format. Trine stockholders may attend, vote and examine the list of Trine stockholders entitled to vote at the Special Meeting by visiting                        and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.

Q:    WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:

The stockholders of Trine are being asked to vote on the following:

1.

A proposal to adopt the Merger Agreement and the transactions contemplated thereby. See the section entitled "Proposal No. 1—The Business Combination Proposal."

2.

A proposal to adopt the Charter Amendment in the form attached to the Merger Agreement as Exhibit D. See the section entitled "Proposal No. 2—The Charter Amendment Proposal."

3.

A proposal to adopt the Proposed Charter in the form attached hereto as Annex B. See the section entitled "Proposal No. 3—The Charter Approval Proposal."

4.

A separate proposal with respect to certain governance provisions in the Proposed Charter, which are being separately presented in accordance with SEC requirementsorder to give holders of Trine's common stock the opportunity to present their separate views on important corporate governance procedures and which will be voted upon on a non-binding advisory basis. See the section entitled "Proposal No. 4—The Governance Proposal."

5.

A proposal to elect 1110 directors to serve on the Board until the 2021 annual meeting of stockholders, in the case of Class I directors, the 2022 annual meeting of stockholders, in the case of Class II directors, and the 2023 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. See the section entitled "Proposal No. 5—The Director Election Proposal."

6.

A proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Class A common stock pursuant to the Business Combination. See the section entitled "Proposal No. 6—The Merger Issuance Proposal."

7.

A proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Class A common stock pursuant to the Subscription Agreements. See the section entitled "Proposal No. 7—The Subscription Agreements Proposal."

8.

A proposal to approve and adopt the Incentive Plan. See the section entitled "Proposal No. 8—The Incentive Plan Proposal."

9.

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal or the Incentive Plan Proposal, or we determine that one or more of the closing conditions to Merger Agreement is not satisfied or waived. See the section entitled "Proposal No. 9—The Adjournment Proposal."

Trine will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the

vi

Table of Contents

proposed Business Combination and the other matters to be acted upon at the Special Meeting.

vi

Table of Contents

Stockholders should read this proxy statement/consent solicitation statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal and the Incentive Plan Proposal, subject to the terms of the Merger Agreement. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/consent solicitation statement/prospectus.

Q:    I AM A TRINE WARRANT HOLDER. WHY AM I RECEIVING THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS?

A:

Upon consummation of the Business Combination, the Trine warrants shall, by their terms, entitle the holders to purchase Class A common stock at a purchase price of $11.50 per share. This proxy statement/consent solicitation statement/prospectus includes important information about Desktop Metal and the business of Desktop Metal and its subsidiaries following consummation of the Business Combination. As holders of Trine warrants will be entitled to purchase Class A common stock of Trine upon consummation of the Business Combination, Trine urges you to read the information contained in this proxy statement/consent solicitation statement/prospectus carefully.

Q:    WHY IS TRINE PROPOSING THE BUSINESS COMBINATION?

A:

Trine was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On March 19, 2019, Trine completed its initial public offering of units, with each unit consisting of one Public Share and one-half of one public warrant, each whole public warrant to purchase one share of common stock at a price of $11.50, raising total gross proceeds of $261,000,000. On March 29, 2019, the underwriters of the Trine IPO exercised their over-allotment option in full and purchased additional units, generating gross proceeds of $39,150,000. Since the Trine IPO, Trine's activity has been limited to the evaluation of business combination candidates.

Desktop Metal is pioneering a new generation of additive manufacturing technologies focused on the production of end-use parts. It offers a portfolio of integrated additive manufacturing solutions for engineers, designers, and manufacturers comprised of hardware, software, materials, and services.

Based on its due diligence investigations of Desktop Metal and the industry in which it operates, including the financial and other information provided by Desktop Metal in the course of their negotiations in connection with the Merger Agreement, Trine believes that the Business Combination with Desktop Metal is advisable and in the best interests of Trine and its stockholders. See the section entitled "The Business Combination—Recommendation of the Trine Board of Directors and Reasons for the Business Combination."

Q:    DID THE TRINE BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:

The Trine Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Desktop Metal. The directors and officers of Trine and Trine's advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience

vii

Table of Contents

and backgrounds, together with the experience and sector expertise of Trine's financial advisors

vii

---

Table of Contents

and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination with Desktop Metal. In addition, Trine's directors and officers and Trine's advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Trine Board and Trine's advisors in valuing Desktop Metal's business.

Q:    DO I HAVE REDEMPTION RIGHTS?

A:

If you are a holder of Public Shares, you have the right to demand that Trine redeem such shares for a pro rata portion of the cash held in Trine's trust account. Trine sometimes refers to these rights to demand redemption of the Public Shares as "redemption rights."

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of Trine. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a "group," will not be redeemed without the consent of Trine. Desktop Metal is not required to consummate the Business Combination if there is not at least $200,000,000 of Available Cash.

Q:    WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/consent solicitation statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from Trine's trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, Desktop Metal is not required to consummate the Business Combination if there is not at least $200,000,000 of Available Cash. Also, with fewer Public Shares and public stockholders, the trading market for Trine's Class A common stock may be less liquid than the market for Public Shares prior to the Business Combination and Trine may not be able to meet the listing standards of a national securities exchange.

Q:    HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:

If you are a holder of Public Shares and wish to exercise your redemption rights, you must (i) demand that Trine redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Trine's transfer agent physically or electronically using Depository Trust Company's DWAC (Deposit and Withdrawal at Custodian) system. Any holder of Public Shares will be entitled to demand that such holder's shares be redeemed for a pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $            ,$305.4 million, or $$10.17 per share, as of ,October 30, 2020, the Trine Record Date). Such amount, including interest earned on the funds held in the trust account and not previously released to Trine to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Trine's public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any

viii

---

Table of Contents

proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to Trine's transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that Trine's transfer agent return the shares (physically or electronically). You may make such request by contacting Trine's transfer agent at the address listed at the end of this section.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described to Trine's transfer agent as described herein, then, if the Business Combination is consummated, Trine will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Trine common stock for cash and you will cease to have any rights as a Trine stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see "Material U.S. Federal Income Tax Consequences—Material Tax Consequences of a Redemption of Public Shares" beginning on page 233.231.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any public warrants that you may hold.

Q:    DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:

No. Neither Trine stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled "Trine's Special Meeting of Stockholders—Appraisal Rights."

Q:    WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:

A total of $300,150,000 in net proceeds of the Trine IPO and the amount raised from the private sale of warrants simultaneously with the consummation of the Trine IPO was placed in the trust account following the Trine IPO. After consummation of the Business Combination, the funds in the trust account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of up to $10,505,250 as deferred underwriting commissions) and for the Post-Combination Company's working capital and general corporate purposes.

Q:    WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

A:

If Trine does not complete the Business Combination with Desktop Metal for whatever reason, Trine would search for another target business with which to complete a business combination. If Trine does not complete the Business Combination with Desktop Metal or another target business within the Completion Window, Trine must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the trust account including interest earned on the funds held in the trust account and not previously released to the Trine to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Sponsor has no redemption rights in the event a business

ix

---

Table of Contents

combination is not effected in the Completion Window, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Trine's outstanding warrants. Accordingly, the warrants will expire worthless.

Q:    HOW DO THE INITIAL STOCKHOLDERS INTEND TO VOTE ON THE PROPOSALS?

A:

The Initial Stockholders of record are entitled to vote an aggregate of 20% of the outstanding shares of Trine's common stock. The Initial Stockholders have agreed to vote any Founder Shares and any Public Shares held by them as of the Trine Record Date in favor of each of the proposals presented at the Special Meeting.

Q:    WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:

A majority of the voting power of the issued and outstanding common stock of Trine entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own 20% of the issued and outstanding shares of common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Trine Record Date for the Special Meeting, 18,759,376 shares of common stock would be required to achieve a quorum.

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:

The Business Combination Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Business Combination Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. Trine stockholders must approve the Business Combination Proposal in order for the Business Combination to occur. If Trine stockholders fail to approve the Business Combination Proposal, the Business Combination will not occur.


The Charter Amendment Proposal:    The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of common stock, voting together as a single class, is required to approve the Charter Amendment Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Amendment Proposal, will have the same effect as a vote "AGAINST" such Charter Amendment Proposal. The Business Combination is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Amendment Proposal will not be effected.

The Charter Approval Proposal:    The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of common stock, voting together as a single class, is required to approve the Charter Approval Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval

x

---

Table of Contents

Proposal, will have the same effect as a vote "AGAINST" such Charter Approval Proposal. The Business Combination is conditioned upon the approval of the Charter Approval Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Approval Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Approval Proposal will not be effected.

The Governance Proposal:    The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Governance Proposal, which is a non-binding advisory vote. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposal, will have no effect on the Governance Proposal. The Business Combination is not conditioned on the approval of the Governance Proposal.

The Director Election Proposal:    Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. This means that the 1110 director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the Director Election Proposal. The Business Combination is not conditioned on the approval of the Director Election Proposal.

The Merger Issuance Proposal:    The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Merger Issuance Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Merger Issuance Proposal, will have no effect on the Merger Issuance Proposal. The Business Combination is conditioned upon the approval of the Merger Issuance Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Merger Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Merger Issuance Proposal will not be effected.

The Subscription Agreements Proposal:    The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Subscription Agreements Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Subscription Agreements Proposal, will have no effect on the Subscription Agreements Proposal. The Business Combination is conditioned upon the approval of the Subscription Agreements Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Subscription Agreements Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Subscription Agreements Proposal will not be effected.

The Incentive Plan Proposal:    The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Incentive Plan Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the

xi

---

Table of Contents

Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Business Combination is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Adjournment Proposal:    The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Adjournment Proposal. Accordingly, a stockholder's failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

As further discussed in the section entitled "Other Agreements—Sponsor Agreement" beginning on page 228226 of this proxy statement/consent solicitation statement/prospectus, the Sponsor and Trine's directors and officers have entered into the Sponsor Agreement with Trine pursuant to which the Sponsor and such directors and officers have agreed to vote shares representing 20% of the aggregate voting power of the common stock (comprised of all the outstanding Founder Shares) in favor of the each of the proposals presented at the Special Meeting, regardless of how public stockholders vote. Accordingly, the Sponsor Agreement will increase the likelihood that Trine will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. Because a majority of the proposals, including the Business Combination Proposal, require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting, the affirmative vote of approximately only approximately 6.25% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve such proposals if a quorum of only a majority of the shares of Trine's common stock is represented at the Special Meeting. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Charter Amendment Proposal and the Charter Approval Proposal. Approval of each of these proposals requires the affirmative vote of the holders of a majority of the outstanding shares of common stock, voting together as a single class. Accordingly, the affirmative vote of approximately 37.5% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Charter Amendment Proposal and the Charter Approval Proposal.

Q:    DO ANY OF TRINE'S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF TRINE STOCKHOLDERS?

A:

Certain of Trine's executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Trine stockholders generally. The Trine Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the stockholders of Trine. See "The Business Combination—Interests of Trine's Directors and Officers in the Business Combination" beginning on page 198196 of this proxy statement/consent solicitation statement/prospectus.

Q:    WHAT DO I NEED TO DO NOW?

A:

Trine urges you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder and/or

xii

---

Table of Contents

warrant holder of Trine. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.

Q:    HOW DO I VOTE?

A:

If you are a holder of record of Trine common stock on the Trine Record Date, you may vote in person (which would include presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the

xii

---

Table of Contents

meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.

Q:    IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:

If your shares are held in "street name" in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Trine or by voting in person (which would include presence at a virtual meeting) at the Special Meeting unless you provide a "legal proxy", which you must obtain from your broker, bank or other nominee.

Under the rules of the NYSE, brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a Trine stockholder holding your shares in "street name" and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote "AGAINST" the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.

Q:    WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:

For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an "abstain" vote.

If you are a Trine stockholder that attends the Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Charter Amendment Proposal or the

xiii

---

Table of Contents

Charter Approval Proposal, or if you respond to such proposal with an "abstain" vote, your failure to vote or "abstain" vote in each case will have the same effect as a vote "AGAINST" such proposals.

If you are a Trine stockholder that attends the Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Business Combination Proposal, the Governance Proposal, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an "abstain" vote, your failure to vote or "abstain" vote in each case will have no effect on the vote count for such proposals.

xiii

---

Table of Contents

Q:    WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Trine Board with respect to that proposal.

Q:    MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:

Yes. Stockholders may send a later-dated, signed proxy card to Trine's transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Special Meeting or attend the Special Meeting in person (which would include presence at a virtual meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Trine's transfer agent, which must be received prior to the vote at the Special Meeting.

Q:    WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Trine.

Q:    WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Trine shares.

xiv

---

Table of Contents

Q:    WHO CAN HELP ANSWER MY QUESTIONS?

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: (877) 456-3463
Banks and Brokers may call collect: (212) 750-5833

        You may also obtain additional information about Trine from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information." If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to Trine's transfer agent at the address below

xiv

---

Table of Contents

prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000

QUESTIONS AND ANSWERS ABOUT DESKTOP METAL'S CONSENT SOLICITATION

Q:    DID THE DESKTOP METAL BOARD OF DIRECTORS APPROVE THE MERGER AGREEMENT?

A:

Yes. Following a review of the Merger Agreement and of the negotiations between Desktop Metal, Trine and their respective representatives with respect to the Merger Agreement, the Desktop Metal board of directors unanimously approved and declared advisable the Merger Agreement and the Business Combination, upon the terms and conditions set forth in the Merger Agreement, and unanimously determined that the Merger Agreement and the Business Combination are in the best interests of Desktop Metal and its stockholders. See "The Business Combination—Recommendation of the Desktop Metal Board of Directors and Reasons for the Business Combination."

Q:    WHAT AM I BEING ASKED TO APPROVE?

A:

Desktop Metal stockholders are being asked to approve the Desktop Metal Merger Proposal.

Q:    WHAT IS THE RECOMMENDATION OF THE DESKTOP METAL BOARD OF DIRECTORS?

A:

The Desktop Metal board of directors unanimously recommends that the Desktop Metal stockholders approve the Desktop Metal Merger Proposal.

Q:    DO ANY OF DESKTOP METAL'S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF DESKTOP METAL STOCKHOLDERS?

A:

Yes. Desktop Metal stockholders should be aware that some of Desktop Metal's directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Desktop Metal's stockholders generally. The Desktop Metal board of directors was aware of and considered these interests, among other matters, in deciding to approve the terms of

xv

---

Table of Contents

the Merger Agreement and the Business Combination. See "The Business Combination—Interests of Desktop Metal Directors and Executive Officers in the Business Combination."

Q:    WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR DESKTOP METAL?

A:

The record date for determining the holders of Desktop Metal capital stock entitled to execute and deliver written consents with respect to this solicitation is ,August 25, 2020, the Desktop Metal Record Date. Holders of Desktop Metal capital stock on the Desktop Metal Record Date will be entitled to give or withhold a consent using the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

Q:    WHAT APPROVAL IS REQUIRED BY DESKTOP METAL STOCKHOLDERS TO ADOPT THE MERGER AGREEMENT?

A:

The approval of the Desktop Metal Merger Proposal requires the affirmative vote or consent of (i) the holders of a majority of the voting power of the outstanding shares of Desktop Metal common stock and Desktop Metal preferred stock (on an as-converted to Desktop Metal common

xv

---

Table of Contents

stock basis) voting together as a single class and (b) the holders of a majority of the outstanding shares of Desktop Metal preferred stock (on an as-converted to Desktop Metal common stock basis) voting together as a single class (the "Desktop Metal stockholder approval").

Concurrently with the execution of the Merger Agreement, Trine, Merger Sub and the Supporting Desktop Metal Stockholders (as defined herein) entered into the Support Agreements (as defined herein). Each Support Agreement provides, among other things, that on (or effective as of) the third business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Desktop Metal's stockholders, each Supporting Desktop Metal Stockholder will execute and deliver a written consent with respect to the outstanding shares of Desktop Metal common stock and preferred stock held by such Supporting Desktop Metal Stockholder adopting the Merger Agreement and approving the Business Combination. The shares of Desktop Metal capital stock that are owned by the Supporting Desktop Metal Stockholders and subject to the Support Agreements represent approximately %57.1% of the outstanding shares of Desktop Metal common stock and approximately %66.0% of the outstanding shares of Desktop Metal preferred stock, in each case as of the Desktop Metal Record Date. The execution and delivery of written consents by all of the Supporting Desktop Metal Stockholders will constitute the Desktop Metal stockholder approval at the time of such delivery.

Q:    HOW CAN I RETURN MY WRITTEN CONSENT?

A:

If you hold shares of Desktop Metal capital stock as of the close of business on the Desktop Metal Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Desktop Metal. Once you have completed, dated and signed the written consent, you may deliver it to Desktop Metal by emailing a .pdf copy to shareholder@desktopmetal.com or by mailing your written consent to Desktop Metal, Inc., 63 Third Avenue, Burlington, MA 01803, Attention: General Counsel. Desktop Metal will not call or convene any meeting of its stockholders in connection with the approval of the Desktop Metal Merger Proposal. Desktop Metal stockholders should not send stock certificates with their written consents.

Q:    WHAT HAPPENS IF I DO NOT RETURN MY WRITTEN CONSENT?

A:

If you hold shares of Desktop Metal capital stock as of the Desktop Metal Record Date and you do not return your written consent, it will have the same effect as a vote against the Desktop Metal Merger Proposal. However, each Support Agreement provides, among other things, that on (or

xvi

---

Table of Contents

(or effective as of) the third business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Desktop Metal's stockholders, each Supporting Desktop Metal Stockholder will execute and deliver a written consent with respect to the outstanding shares of Desktop Metal common stock and preferred stock held by such Supporting Desktop Metal Stockholder adopting the Merger Agreement and approving the Business Combination. The execution and delivery of written consents by all of the Supporting Desktop Metal Stockholders will constitute the Desktop Metal stockholder approval at the time of such delivery. Therefore, a failure of any other Desktop Metal stockholder to deliver a written consent is not expected to have any effect on the approval of the Desktop Metal Merger Proposal.

Q:    WHAT HAPPENS IF I RETURN BY WRITTEN CONSENT BUT DO NOT INDICATE A DECISION WITH RESPECT TO PROPOSALS?

A:

If you hold shares of Desktop Metal capital stock as of the Desktop Metal Record Date and you return a signed written consent without indicating your decision on the Desktop Metal Merger Proposal, you will have given your consent to approve such proposal.

xvi

---

Table of Contents

Q:    WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?

A:

The Desktop Metal board of directors has set                        , 2020 as the targeted final date for receipt of written consents (such date, as it may be extended in accordance with the next sentence, the "consent deadline"). Desktop Metal reserves the right to extend the consent deadline beyond                        , 2020. Any such extension may be made without notice to Desktop Metal stockholders.

Q:    CAN I CHANGE OR REVOKE MY WRITTEN CONSENT?

A:

Yes. You may change or revoke your consent to either of the proposals at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Support Agreement will constitute the Desktop Metal stockholder approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled "Desktop Metal's Solicitation of Written Consents—Submission of Written Consents."

Q:    WHAT DO I NEED TO DO NOW?

A:

Desktop Metal urges you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder of Desktop Metal. Once the registration statement of which this proxy statement/consent solicitation statement/prospectus forms a part has been declared effective by the SEC, Desktop Metal will solicit your written consent. The Desktop Metal board of directors unanimously recommends that all Desktop Metal stockholders approve the Desktop Metal Merger Proposal by executing and returning to Desktop Metal the written consent furnished with this proxy statement/consent solicitation statement/prospectus as soon as possible and no later than the consent deadline.

Q:    WHAT WILL HAPPEN TO MY EXISTING SHARES OF DESKTOP METAL CAPITAL STOCK IN THE BUSINESS COMBINATION?

A:

At the effective time of the Business Combination, your shares of Desktop Metal capital stock will no longer represent an ownership interest in Desktop Metal, as each share of Desktop Metal

xvii

---

Table of Contents

capital stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will be cancelled and automatically converted into the right to receive the applicable portion of the aggregate merger consideration payable in respect thereof, any cash amount payable in respect of fractional shares of Trine Class A common stock and any dividends or other distributions on shares of Trine Class A common stock payable in accordance with the applicable provisions of the Merger Agreement. See "The Merger Agreement—Merger Consideration."

Q:    DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:

Yes. Desktop Metal stockholders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled "Appraisal Rights."

xvii

---

Table of Contents

Q:    SHOULD I SEND MY STOCK CERTIFICATES TO DESKTOP METAL NOW?

A:

No. Do not send in your certificates now. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Desktop Metal stock certificates or electronic certificates, as applicable, will be mailed to Desktop Metal stockholders.

Q:    WHO CAN HELP ANSWER MY QUESTIONS?

A:

If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent, please contact Desktop Metal, Inc., 63 Third Avenue, Burlington, MA 01803, Attention: General Counsel or shareholder@desktopmetal.com.

Q:    WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO U.S. HOLDERS OF DESKTOP METAL CAPITAL STOCK?

A:

For general information on the material U.S. Federal Income Tax consequences of the Business Combination to holders of Desktop Metal capital stock, see the section entitled "Material U.S. Federal Income Tax Consequences—Material Tax Consequences of the Business Combination to U.S. Holders of Desktop Metal Capital Stock."

xviii

---

Table of Contents





SUMMARY


        This summary highlights selected information included in this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Business Combination and the Merger Agreement (pages 180176 and 204)202)

        The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/consent solicitation statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

        If the Merger Agreement is approved and adopted and the Business Combination is subsequently completed, Merger Sub will merge with and into Desktop Metal with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine.

Merger Consideration (page 180)176)

        Conversion of Desktop Metal Preferred Stock.    Each share of each series of Desktop Metal preferred stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Desktop Metal as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Trine Class A common stock (deemed to have a value of $10 per share) with an aggregate implied value equal to the product of the liquidation amount (as described in Desktop Metal's charter) for such series of preferred stock multiplied by the number of shares of such series of Desktop Metal preferred stock outstanding immediately prior to the effective time as if the Business Combination were a Deemed Liquidation Event (as defined in Desktop Metal's charter) (the "aggregate preferred stock consideration") divided by the number of shares of such series of Desktop Metal preferred stock outstanding immediately prior to the effective time of the Business Combination (the "per share preferred stock consideration").

        Conversion of Desktop Metal Common Stock.    Each share of Desktop Metal common stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Desktop Metal as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Trine Class A common stock (deemed to have a value of $10 per share) with an aggregate implied value equal to $1,830,000,000 minus the aggregate implied value of the aggregate preferred stock consideration divided by the number of shares of Desktop Metal common stock outstanding on a fully diluted basis immediately prior to the effective time of the Business Combination (the "per share common stock consideration").

        We refer to the shares of Trine Class A common stock to be issued as per share preferred stock consideration and per share common stock consideration, collectively, as the "merger consideration."

        Fractional Shares.    No fractional shares of Trine Class A common stock will be issued. In lieu of the issuance of any such fractional shares, Trine has agreed to pay to each former holder of Desktop Metal common stock or preferred stock who otherwise would be entitled to receive such fractional share an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Trine Class A common stock to which such holder otherwise would have been entitled multiplied by (ii) an amount equal to the VWAP of shares of Trine Class A common stock for the 20 trading days prior to the date that is 3 business days prior to the closing.




Table of Contents

Ownership of the Post-Combination Company

        As of the date of this proxy statement/consent solicitation statement/prospectus, there are 37,518,750 shares of Trine common stock issued and outstanding, including 7,503,750 shares of Trine Class B common stock, each of which will be converted into one share of Class A common stock. As of the date of this proxy statement/consent solicitation statement/prospectus, there are an aggregate of 23,510,500 warrants outstanding. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the Business Combination and assuming no redemptions), assuming that (i) each share of Class B common stock is converted into one share of Class A common stock and (ii) each outstanding warrant is exercised and one Class A common stock is issued as a result of such exercise, the Trine fully-diluted stock capital would be 61,029,250 shares of common stock.

        It is anticipated that, upon the completion of the Business Combination, the ownership of the Post-Combination Company will be as follows:

•

current Desktop Metal stockholders will own                shares of common stock, representing approximately        % of the total shares outstanding;



•

current Desktop Metal common stockholders will own                shares of common stock, representing approximately         % of the total shares outstanding;



•

current Desktop Metal preferred stockholders will own                shares of common stock, representing approximately         % of the total shares outstanding;



•

the Subscribers will own 27,497,500 shares of common stock, representing approximately        % of the total shares outstanding;



•

the public stockholders will own 30,015,000 shares of common stock, representing approximately        % of the total shares outstanding; and



•

the Initial Stockholders will own 7,503,750 shares of common stock, representing approximately        % of the total shares outstanding.

        The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the public stockholders exercise their redemption rights and that Trine and Desktop Metal do not issue any additional equity securities prior to the Business Combination. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of Trine's outstanding warrants or (ii) shares issuable upon the exercise of outstanding options to purchase shares of Desktop Metal's common stock and shares issuable upon the settlement of restricted stock units for shares of Desktop Metal's common stock.

        Please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for further information.

Recommendation of the Desktop Metal Board of Directors (page 190)187)

        After consideration, the Desktop Metal board of directors adopted resolutions determining that the Merger Agreement, the Business Combination contemplated by the Merger Agreement and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Desktop Metal and its stockholders, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and directing that the Merger Agreement be submitted to the holders of Desktop Metal common stock and preferred stock for




Table of Contents

consideration. The Desktop Metal board of directors recommends that the holders of Desktop Metal common stock and preferred stock adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination, by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

        For a description of various factors considered by the Desktop Metal board of directors in reaching its decision to adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement, see the section titled "The Business Combination—Recommendation of the Desktop Metal Board of Directors and Reasons for the Business Combination" beginning on page 190.187.

Recommendation of the Trine Board of Directors (page 194)190)

        The Trine board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of Trine and its stockholders and has directed that the proposals set forth in this proxy statement/consent solicitation statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/consent solicitation statement/prospectus. The Trine board of directors unanimously recommends that Trine's stockholders vote "FOR" the Business Combination Proposal, "FOR" the Charter Amendment Proposal, "FOR" the Charter Approval Proposal, "FOR" the Governance Proposal, "FOR" the Director Election Proposal, "FOR" the Merger Issuance Proposal, "FOR" the Subscription Agreements Proposal, "FOR" the Incentive Plan Proposal and "FOR" the Adjournment Proposal, if presented. See "The Business Combination—Recommendation of the Trine Board of Directors and Reasons for the Business Combination" beginning on page 194.190.

Desktop Metal Solicitation of Written Consents (page 73)74)

        The Merger Agreement provides that Desktop Metal will seek the approval of the Desktop Metal Merger Proposal pursuant to this proxy statement/consent solicitation statement/prospectus, and Desktop Metal will not call or convene any meeting of its stockholders in connection with the approval of the Desktop Metal Merger Proposal. Desktop Metal stockholders are being asked to approve the Desktop Metal Merger Proposal by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

        Only Desktop Metal stockholders of record as of the close of business on the Desktop Metal Record Date will be entitled to execute and deliver a written consent. Each holder of Desktop Metal common stock is entitled to one vote for each share of Desktop Metal common stock held as of the Desktop Metal Record Date. Each holder of Desktop Metal preferred stock is entitled to a number of votes equal to the number of shares of Desktop Metal common stock into which the shares of Desktop Metal preferred stock held by such holder could be converted as of the Desktop Metal Record Date.

        The approval of the Desktop Metal Merger Proposal requires the affirmative vote or consent of (i) the holders of a majority of the voting power of the outstanding shares of Desktop Metal common stock and Desktop Metal preferred stock (on an as-converted to Desktop Metal common stock basis) voting together as a single class and (ii) the holders of a majority of the outstanding shares of Desktop




Table of Contents

Metal preferred stock (on an as-converted to Desktop Metal common stock basis) voting together as a single class.

        Concurrently with the execution of the Merger Agreement, Trine, Merger Sub and the Supporting Desktop Metal Stockholders entered into the Support Agreements. Each Support Agreement provides, among other things, that on (or effective as of) the third business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Desktop Metal's stockholders, each Supporting Desktop Metal Stockholder will execute and deliver a written consent with respect to




Table of Contents

the outstanding shares of Desktop Metal common stock and preferred stock held by such Supporting Desktop Metal Stockholder adopting the Merger Agreement and approving the Business Combination. The shares of Desktop Metal capital stock that are owned by the Supporting Desktop Metal Stockholders and subject to the Support Agreements represent approximately      % of the outstanding shares of Desktop Metal common stock and approximately      % of the outstanding shares of Desktop Metal preferred stock, in each case as of the Desktop Metal Record Date. The execution and delivery of written consents by all of the Supporting Desktop Metal Stockholders will constitute the Desktop Metal stockholder approval at the time of such delivery.

        You may consent to the Desktop Metal Merger Proposal with respect to your shares of Desktop Metal capital stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Desktop Metal by the consent deadline.

        You may execute a written consent to approve the Desktop Metal Merger Proposal (which is equivalent to a vote for such proposal), or disapprove, or abstain from consenting with respect to, the Desktop Metal Merger Proposal (which is equivalent to a vote against such proposal). If you do not return your written consent, it will have the same effect as a vote against the Desktop Metal Merger Proposal. If you are a record holder of shares of Desktop Metal common stock and/or preferred stock and you return a signed written consent without indicating your decision on the Desktop Metal Merger Proposal, you will have given your consent to approve such proposal.

        Due to the obligations of the Supporting Desktop Metal Stockholders under the Support Agreements, a failure of any other Desktop Metal stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Desktop Metal stockholder, is not expected to have any effect on the approval of the Desktop Metal Merger Proposal.

        Desktop Metal stockholders should not send stock certificates with their written consents. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Desktop Metal stock certificates or electronic certificates, as applicable, will be mailed to Desktop Metal stockholders. Do not send in your certificates now.

        The expense of preparing, printing and mailing these consent solicitation materials is being borne by Desktop Metal. Officers and employees of Desktop Metal may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Trine's Special Meeting of Stockholders (page 75)76)

        The Special Meeting of stockholders of Trine will be held at 9:00 a.m., Eastern time, on                , 2020, in virtual format, to consider and vote upon the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Plan Proposal and if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the




Table of Contents

Merger Issuance Proposal, the Subscription Agreements Proposal or the Incentive Plan Proposal or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

        Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of Trine common stock at the close of business on ,October 30, 2020, which is the Trine Record Date. Stockholders will have one vote for each share of Trine common stock owned at the close of business on the Trine Record Date. If your shares are held in "street name" or are in a margin or




Table of Contents

similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Trine warrants do not have voting rights. On the Trine Record Date, there were 37,518,750 shares of Trine common stock outstanding, of which 30,015,000 were Public Shares with the rest being held by the Initial Stockholders.

        A quorum of Trine stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Initial Stockholders of record are entitled to vote 20% of the outstanding shares of Trine common stock. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor and Trine's directors and officers, will be voted in favor of the each of the proposals presented at the Special Meeting. The proposals presented at the Special Meeting will require the following votes:

•

The approval of each of the Business Combination Proposal, Governance Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, will require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting.



•

The approval of the Charter Amendment Proposal and the Charter Approval Proposal will require the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of common stock on the Trine Record Date, voting together as a single class.



•

With respect to the Director Election Proposal, directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. This means that the 1110 director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors.

        Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the Charter Amendment Proposal and the Charter Approval Proposal. With respect to the Business Combination Proposal, Governance Proposal, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, abstentions from voting and broker non-votes will have no effect on such proposals. Please note that holders of the Public Shares can exercise their redemption rights whether they vote their Public Shares for or against, or whether they abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/consent solicitation statement/prospectus.

        Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal and the Incentive Plan Proposal. If any of these proposals is not approved, the other proposals will not be presented to the stockholders for a vote.




Table of Contents

Desktop Metal's Directors and Executive Officers Have Financial Interests in the Business Combination (page 199)197)

        Certain of Desktop Metal's executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Desktop Metal's stockholders. The members of the Desktop Metal board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they




Table of Contents

approved the Merger Agreement and recommended that Desktop Metal stockholders approve the Desktop Metal Merger Proposal. See "The Business Combination—Interests of Desktop Metal Directors and Executive Officers in the Business Combination" beginning on page 199.197.

Trine's Directors and Executive Officers Have Financial Interests in the Business Combination (page 198)196)

        Certain of Trine's executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Trine's stockholders. The members of the Trine board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that Trine stockholders approve the proposals required to effect the Business Combination. See "The Business Combination—Interests of Trine's Directors and Officers in the Business Combination" beginning on page 198.196.

Regulatory Approvals Required for the Business Combination (page 201)199)

        Completion of the Business Combination is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Trine has agreed to use its reasonable best efforts to obtain all required regulatory approvals, prevent the entry of any governmental order prohibiting, making unlawful or delaying the consummation of the transactions, and cause any such government order to be lifted, including undertaking promptly any and all actions necessary or advisable to avoid, prevent, eliminate or remove any impediment under antitrust laws or the actual or threatened commencement of any proceeding that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions, and Desktop Metal has agreed to use its reasonable best efforts to submit required applications or filings and to substantially comply with any information or document requests. Trine and Desktop Metal received notice of early termination of the waiting period under the HSR Act on September 15, 2020. The regulatory approvals to which completion of the Business Combination are subject are described in more detail in the section of this proxy statement/consent solicitation statement/prospectus entitled "Regulatory Approvals Required for the Business Combination" beginning on page 201.199.

Material Tax Consequences of the Business Combination to U.S. Holders of Desktop Metal Common Stock (page 231)229)

        Desktop Metal and Trine intend that, for U.S. federal income tax purposes, the Business Combination will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. It is a condition to Desktop Metal's obligation to consummate the Business Combination that Desktop Metal receive an opinion from Latham & Watkins LLP (or, if Latham & Watkins LLP is unable or unwilling to deliver such opinion, from Paul, Weiss, Rifkind, Wharton & Garrison LLP), dated as of the closing date, to the effect that the Business Combination will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. On the basis of such opinion and except with respect to the receipt of cash in lieu of fractional shares of Trine common stock, a U.S. Holder (as defined in "Material U.S. Federal Income Tax Consequences" beginning on page 231)229) of Desktop Metal common stock generally will not recognize any loss for U.S. federal income tax purposes upon receipt of shares of Trine common stock but may recognize gain or loss for U.S. federal income tax purposes with respect to any cash received in lieu of fractional shares of Trine common stock. The tax consequences of the transactions to each Desktop Metal stockholder may depend on such holder's particular facts




Table of Contents

and circumstances. Desktop Metal stockholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances. For more information, see "Material U.S. Federal Income Tax Consequences—Material Tax Consequences of the Business Combination to U.S. Holders of Desktop Metal Capital Stock" beginning on page 232.230.




Table of Contents

Appraisal Rights (page 271)269)

        Under Section 262 of the DGCL, holders of shares of Desktop Metal common stock or preferred stock who do not consent to the adoption of the Merger Agreement and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid on the amount determined to be "fair value." Desktop Metal stockholders considering seeking appraisal should be aware that the "fair value" of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

        Any holder of shares of Desktop Metal common stock or preferred stock wishing to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of the stockholder's shares to Desktop Metal (as the surviving corporation in the Business Combination), and that stockholder must not submit a written consent approving the adoption of the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See "Appraisal Rights" beginning on page 271269 and Section 262 of the DGCL attached to this proxy statement/consent solicitation statement/prospectus as Annex C.

Conditions to the Business Combination (page 224)222)

Conditions to Each Party's Obligations

        The respective obligations of each of Desktop Metal and Trine to complete the Business Combination are subject to the satisfaction of the following conditions:

•

all applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the transactions contemplated by the Merger Agreement shall have expired or been terminated;



•

there shall not have been entered, enacted or promulgated any governmental order, statute, rule, regulation or governmental order enjoining or prohibiting the consummation of the transactions contemplated by the Merger Agreement;



•

the redemption offer in relation to the Public Shares shall have been completed in accordance with the terms of the Merger Agreement and this proxy statement/consent solicitation statement/prospectus;



•

the registration statement of which this proxy statement/consent solicitation statement/prospectus forms a part shall have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;



•

Trine shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);



•

the approval by Trine stockholders of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal and the Incentive Plan Proposal shall have been obtained;






Table of Contents

•

the approval of Desktop Metal stockholders of the Desktop Metal Merger Proposal shall have been obtained; and



•

the Trine Class A common stock to be issued in connection with the transactions contemplated by the Subscription Agreements shall have been approved for listing on the NYSE, subject only




Table of Contents

to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders.

Conditions to Obligations of Trine

        The obligation of Trine to complete the Business Combination is also subject to the satisfaction, or waiver by Trine, of the following conditions:

•

the accuracy of the representations and warranties of Desktop Metal as of the date of the Merger Agreement and as of the closing date of the Business Combination, other than, in most cases, those failures to be true and correct that would not reasonably be likely to have a material adverse effect on Desktop Metal;



•

each of the covenants of Desktop Metal to be performed or complied with as of or prior to the closing shall have been performed or complied with in all material respects; and



•

the receipt of a certificate signed by an officer of Desktop Metal certifying that the two preceding conditions have been satisfied.

Conditions to Obligations of Desktop Metal

        The obligation of Desktop Metal to complete the Business Combination is also subject to the satisfaction or waiver by Desktop Metal of the following conditions:

•

the accuracy of the representations and warranties of Trine and Merger Sub as of the date of the Merger Agreement and as of the closing date of the Business Combination;



•

each of the covenants of Trine to be performed or complied with as of or prior to the closing shall have been performed or complied with in all material respects;



•

the receipt of a certificate signed by an executive officer of Trine certifying that the two preceding conditions have been satisfied;



•

the Existing Charter shall be have been amended to reflect the terms of the form Charter Amendment attached to the Merger Agreement as Exhibit D;



•

the Trine Class A common stock to be issued in connection with the Business Combination shall have been approved for listing on the NYSE, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;



•

certain directors and executive officers of Trine shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the effective time;



•

the receipt of a tax opinion, dated as of the closing date, from Latham & Watkins LLP, counsel to Desktop Metal, or if Latham & Watkins LLP is unable or unwilling to deliver such opinion, from Paul, Weiss, Rifkind, Wharton & Garrison LLP, to the effect that, for U.S. federal income tax purposes, the Business Combination will constitute a "reorganization" within the meaning of Section 368(a) of the Code; and



•

(a) the funds contained in the trust account as of immediately prior to the effective time; plus (b) all other cash and cash equivalents of Trine; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Trine Class A common




Table of Contents

stock pursuant to the redemption offer (to the extent not already paid); plus (d) $274,975,000 shall equal or exceed $200,000,000.




Table of Contents