Business Context and Reporting Period
This Form 8-K is filed by B. Riley Principal Merger Corp. II (the "Company") on October 19, 2020. The filing relates to the Company's proposed business combination with Eos Energy Storage LLC ("Eos"). The Company is an emerging growth company currently listed on the New York Stock Exchange (NYSE) under the symbols BMRG, BMRG.U, and BMRG WS.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics for the reporting period. The filing text does not provide a clear value for any specific financial performance indicators.
Material Changes and Corporate Actions
- Listing Transfer: On October 15, 2020, the Company's board determined to voluntarily withdraw its common stock, warrants, and units from the NYSE. Upon closing the business combination, the post-combination entity intends to list on The Nasdaq Stock Market LLC.
- Commercial Agreement: On October 19, 2020, Eos announced an agreement with Carson Hybrid Energy Storage, LLC (CHES) to supply six Eos Aurora 500 kWh Zinc Hybrid Cathode Battery Energy Blocks.
Outlook, Risks, and Contingencies
Transaction Status: The business combination is not yet consummated. There can be no assurance that the transaction will close. The Company intends to file a definitive proxy statement containing full terms of the combination.
Key Risks and Uncertainties:
- Failure to enter into a definitive agreement or complete the transaction with Eos.
- Failure to obtain stockholder approval for the business combination.
- Redemptions by stockholders reducing funds available in the trust account.
- Inability to meet Nasdaq listing standards post-combination.
- Due diligence findings that may alter the transaction terms.
Forward-Looking Statements: The filing contains forward-looking statements regarding future performance and the transaction, which are subject to risks and uncertainties that could cause actual results to differ materially.
Investor Verification Checklist
- Verify the status of the definitive proxy statement and the scheduled special meeting of stockholders.
- Confirm the terms of the supply agreement between Eos and Carson Hybrid Energy Storage, LLC.
- Monitor the Company's ability to secure Nasdaq listing approval post-combination.
- Review the "Risk Factors" section in the upcoming Business Combination Proxy Statement for detailed transaction risks.
- Check for any updates regarding stockholder redemption rates and the resulting trust account balance.