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 2, 2020, reporting events occurring on September 1, 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 under the symbols BMRG (Class A common stock), BMRG.U (Units), and BMRG WS (Warrants).
Key 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 disclosure of a potential transaction and does not contain audited financial statements or operational data for the reporting period.
Material Changes
On September 1, 2020, Eos issued a press release (attached as Exhibit 99.1) announcing certain business-related updates in connection with the previously announced potential business combination. No definitive agreement has been entered into at the time of this filing.
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 provided 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.
Investor Verification Checklist
- Verify the content of the press release attached as Exhibit 99.1 for specific business updates from Eos.
- Monitor for the filing of a definitive Business Combination Proxy Statement to review transaction terms and valuation.
- Assess the risk of stockholder redemptions impacting the Company's trust account liquidity.
- Confirm whether a definitive agreement is signed before making investment decisions based on the potential merger.