Business Context and Reporting Period
This Form 8-K is a current report filed by B. Riley Principal Merger Corp. II (the "Company") on October 13, 2020. The filing serves as a Regulation FD disclosure regarding a potential business combination between the Company and Eos Energy Storage LLC ("Eos"). The report highlights a strategic development by Eos, specifically an agreement with Babcock & Wilcox ("B&W") to serve as the exclusive battery supplier for B&W's global industrial, utility, and power company customer base.
Key Financial Metrics
This filing is a qualitative disclosure of a corporate event and does not contain specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for either the Company or Eos. The document references the Company's trust account funds in the context of potential redemptions but provides no numerical values.
Material Changes
The primary material change disclosed is the announcement of the exclusive supply agreement between Eos and Babcock & Wilcox. This development is presented as a significant milestone in the context of the ongoing potential business combination between B. Riley Principal Merger Corp. II and Eos.
Guidance, Outlook, and Risks
- Transaction Status: The filing explicitly states that there can be no assurance that the business combination will be consummated.
- Forward-Looking Statements: The report includes standard disclaimers that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially.
- Key Risks:
- Inability to enter into a definitive agreement or complete the transaction.
- Issues arising from due diligence investigations.
- Failure to obtain stockholder approval for the business combination.
- Insufficient funds in the Company's trust account following potential stockholder redemptions.
- Inability to meet NYSE listing standards post-combination.
- Investor Action: Investors are advised to review the preliminary and definitive Business Combination Proxy Statements for full details on the terms and risks of the transaction.
Important Facts for Investor Verification
- Verify the terms and conditions of the exclusive supply agreement between Eos and Babcock & Wilcox via the attached press release (Exhibit 99.1).
- Confirm the status of the potential business combination by reviewing the Business Combination Proxy Statement filed with the SEC.
- Assess the risk of the transaction failing due to stockholder redemptions or due diligence findings.
- Note that the information in this 8-K is furnished and not deemed "filed" for liability purposes under Section 18 of the Exchange Act.