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 August 31, 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 with securities trading on the New York Stock Exchange under the symbols BMRG.U, BMRG, and BMRG WS.
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either the Company or Eos. This report is a current event disclosure regarding a potential transaction rather than a periodic financial report containing audited or unaudited financial statements.
Material Changes
On August 31, 2020, Eos issued a press release (attached as Exhibit 99.1) announcing business-related updates and providing an update on the status of the potential business combination with the Company. No definitive agreement has been entered into as of the filing date.
Guidance, Outlook, and Risks
- Transaction Status: There can be no assurance that a definitive agreement will be entered into or that the business combination will be consummated.
- Future Disclosure: If a legally binding definitive 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 business combination.
- Insufficient funds in the Company's trust account following potential stockholder redemptions.
- Inability to meet NYSE listing standards post-consummation.
- Forward-Looking Statements: The filing contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations.
Key Facts for Investor Verification
- Verify the content of the press release attached as Exhibit 99.1 for specific business updates from Eos.
- Monitor for the filing of a Business Combination Proxy Statement to confirm if a definitive agreement is reached.
- Assess the risk of stockholder redemptions impacting the funds available in the Company's trust account.
- Confirm the Company's ability to maintain NYSE listing standards following any potential transaction.