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 3, 2020. The filing serves as a Regulation FD disclosure regarding a potential business combination with Eos Energy Storage LLC ("Eos"). The Company is an emerging growth company listed on the New York Stock Exchange (NYSE) 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 financial statements for the Company or Eos. Consequently, specific values for revenue, profit, cash flow, margins, debt, or liquidity are not provided in this document. The filing references the Company's trust account funds but does not disclose specific balances.
Material Changes
The material change disclosed is the issuance of a press release by Eos on September 3, 2020, announcing business-related updates in connection with the previously announced potential business combination. No definitive agreement has been entered into as of the filing date.
Guidance, Outlook, and Risks
- Transaction Status: There is no assurance that a definitive agreement will be entered into or that the business combination will be consummated.
- Future Disclosure: If a legally binding agreement is reached, full terms will be detailed in a Business Combination Proxy Statement to be filed with the SEC.
- 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 combination.
- Insufficient funds in the trust account following potential stockholder redemptions.
- Inability to meet NYSE listing standards post-combination.
- Forward-Looking Statements: The filing contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.
Key Facts for Investor Verification
- Verify the status of the definitive agreement between B. Riley Principal Merger Corp. II and Eos Energy Storage LLC.
- Monitor the upcoming Business Combination Proxy Statement for transaction terms and financial details.
- Assess the risk of stockholder redemptions impacting the Company's trust account liquidity.
- Review the attached Exhibit 99.1 (Press Release) for specific business updates from Eos not detailed in the 8-K text.