Filing Overview
Registrant: B. Riley Principal Merger Corp. The supplied company metadata identifies Alta Equipment Group Inc., but the filing names B. Riley Principal Merger Corp. as the registrant. The Form 8-K reports an event dated August 20, 2019 and was signed and furnished with a press release dated August 23, 2019.
Business Context and Reporting Period
The registrant is a special purpose acquisition company seeking to consummate an initial business combination. This filing does not report quarterly or annual operating results; it concerns compliance with the New York Stock Exchange’s continued listing requirements.
Key Financial Metrics and Liquidity
- The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or balance-sheet metrics.
- No financial statements or operating forecasts are included.
Material Changes and Listing Status
- NYSE Regulation notified the company that it was not in compliance with Section 802.01B of the NYSE Listed Company Manual, which requires at least 300 public stockholders on a continuous basis.
- The company has 45 days from receipt of the notice to submit a business plan demonstrating how it expects to regain compliance within 18 months.
- The company stated that it expects to satisfy the requirement after completing an initial business combination and intends to submit the required plan.
- Its Class A common stock, warrants, and units were expected to remain listed and traded during the cure period, subject to other NYSE requirements, with a “.BC” indicator denoting noncompliance.
Outlook, Risks, and Unusual Items
- The NYSE Listings Operations Committee will review the business plan. If accepted, the securities will remain listed but be subject to quarterly monitoring.
- If the plan is rejected, the company would be subject to suspension and delisting procedures.
- The company’s ability to complete an initial business combination, regain compliance, and satisfy continued listing standards is forward-looking and subject to significant uncertainty.
- The filing incorporates risks described in the company’s IPO prospectus and other SEC filings. The filing provides no transaction-specific guidance, financial outlook, or contingency funding details.
Investor Verification Points
- Verify the correct issuer, because the filing identifies B. Riley Principal Merger Corp., not Alta Equipment Group Inc.
- Confirm whether the NYSE accepted the business plan and whether the company subsequently regained compliance.
- Monitor the 18-month cure period, any quarterly NYSE monitoring results, and any suspension or delisting proceedings.
- Assess the status and terms of any proposed initial business combination.
- Review subsequent SEC filings for changes in public stockholder count, trust assets, liquidity, redemption activity, and other listing requirements.