Business Context and Reporting Period
This Form 8-K is filed by B. Riley Principal Merger Corp. II (the "Company"), a Special Purpose Acquisition Company (SPAC), on September 28, 2020. The filing serves as a Regulation FD disclosure regarding a potential business combination with Eos Energy Storage LLC ("Eos"). The report details an interview conducted on September 28, 2020, between Eos's Chief Executive Officer, Joe Mastrangelo, and NJBIZ. The Company is an emerging growth company listed on the New York Stock Exchange under the symbols BMRG, BMRG.U, and BMRG WS.
Financial Metrics
This filing is a current report regarding a corporate event and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for either the Company or Eos Energy Storage LLC. The text explicitly states that the information provided is not "filed" for purposes of Section 18 of the Exchange Act and does not include financial data.
Material Changes
There are no material financial changes reported in this document. The primary event is the public disclosure of an interview with Eos's CEO in connection with the previously announced potential business combination. The filing reiterates that there can be no assurance that the business combination will be consummated.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The Company intends to file a definitive proxy statement containing a full description of the terms of the business combination. Investors are advised to read the preliminary and definitive proxy statements for important information. The interview transcript is attached as Exhibit 99.1 but is not deemed "filed" or incorporated by reference.
Risks and Contingencies: The filing includes extensive forward-looking statement disclaimers. Key risks identified include:
- Inability to enter into a definitive agreement or complete the transaction with Eos.
- Issues arising from due diligence investigations.
- Failure to obtain stockholder approval for the business combination.
- Inability to recognize anticipated benefits, potentially due to funds available in the trust account following stockholder redemptions.
- Failure to meet NYSE listing standards post-consummation.
- Costs related to the potential business combination.
Key Facts for Investor Verification
- Verify the status of the definitive proxy statement and the terms of the proposed business combination between B. Riley Principal Merger Corp. II and Eos Energy Storage LLC.
- Confirm whether the business combination has been consummated or if the transaction has been terminated.
- Review the "Risk Factors" section in the Business Combination Proxy Statement for detailed risks not fully enumerated in this 8-K.
- Check the amount of funds remaining in the Company's trust account, as this impacts the capital available for the combined entity.
- Monitor stockholder redemption rates, which could affect the viability of the transaction.