UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 1, 2020
B.
RILEY PRINCIPAL MERGER CORP. II
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39291 |
|
84-4290188 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
299
Park Avenue, 21st Floor
New
York, NY 10171
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 457-3300
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
BMRG.U |
|
The
New York Stock Exchange |
| Class
A common stock, par value $0.0001 per share |
|
BMRG |
|
The
New York Stock Exchange |
| Warrants,
each whole warrant exercisable to purchase one share of Class A common stock, each at an exercise price of $11.50 per share |
|
BMRG
WS |
|
The
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. |
Regulation
FD Disclosure. |
In connection with
the previously announced potential business combination (the “business combination”) between B. Riley Principal Merger
Corp. II (the “Company”) and Eos Energy Storage LLC (“Eos”), on September 1, 2020, Eos issued a press release
announcing certain business-related updates, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. There
can be no assurance that a definitive agreement will be entered into or that the business combination will be consummated.
The information in
this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in
this Item 7.01.
Additional
Information and Where to Find It
If
a legally binding definitive agreement is entered into, a full description of the terms of the business combination will be provided
in a proxy statement for the stockholders of the Company (the “Business Combination Proxy Statement”), to be filed
with the U.S. Securities and Exchange Commission (the “SEC”).
Investors
and security holders of the Company are advised to read, when available, the preliminary Business Combination Proxy Statement
and definitive Business Combination Proxy Statement, and any amendments thereto, because these documents will contain important
information about the business combination. The definitive Business Combination Proxy Statement will be mailed to the Company’s
stockholders of record as of a record date to be established for the special meeting of stockholders relating to the business
combination. Stockholders will also be able to obtain copies of the Business Combination Proxy Statement, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a request to: B. Riley Principal Merger Corp. II, 299 Park Avenue,
21st Floor, New York, NY 10171.
Forward
Looking Statements
Certain
statements made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report
on Form 8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,”
“should,” “future,” “propose” and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect
actual results or outcomes include: the inability of the Company to enter into a definitive agreement with respect to the potential
business combination or to complete the contemplated transactions with Eos; matters discovered by Eos or the Company as they complete
their respective due diligence investigation of the other; the risk that the approval of the stockholders of the Company for the
business combination is not obtained; the inability to recognize the anticipated benefits of the potential business combination,
which may be affected by, among other things, the amount of funds available in the Company’s trust account following any
redemptions by the Company stockholders; the ability to meet the NYSE’s listing standards following the consummation of
the transactions contemplated by the potential business combination; costs related to the potential business combination; and
those factors discussed in the prospectus, dated May 19, 2020, filed in connection with the Company’s initial public offering,
under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. The Company
does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Participants
in the Solicitation
The
Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to
the business combination described herein under the rules of the SEC. Information about the directors and executive officers of
the Company and a description of their interests in the Company will be set forth in the Business Combination Proxy Statement
when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
The
disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential business combination and shall not constitute an offer to sell or a solicitation of an offer to
buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state
or jurisdiction. No offer of securities shall be made except by means of a definitive document.
| Item
9.01 |
Financial
Statements and Exhibits. |
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
B.
RILEY PRINCIPAL MERGER CORP. II |
| |
|
|
| Dated:
September 2, 2020 |
By: |
/s/
Daniel Shribman |
| |
|
Name:
Daniel Shribman |
| |
|
Title: Chief Executive Officer and
Chief Financial Officer |
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