Business Context and Reporting Period
This Form 8-K is filed by B. Riley Principal Merger Corp. II (the "Company") on October 20, 2020. The filing serves as a Regulation FD disclosure regarding a previously announced business combination with Eos Energy Storage LLC ("Eos"). The document incorporates an investor presentation used at an analyst day held on the same date. 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
This filing is a current report regarding a corporate event and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for either the Company or Eos Energy Enterprises, Inc. The filing text does not provide a clear value for any specific financial performance indicators.
Material Changes
The primary material event disclosed is the progression of the business combination between B. Riley Principal Merger Corp. II and Eos Energy Storage LLC. The Company has filed a preliminary proxy statement and intends to file a definitive proxy statement containing the full terms of the transaction. No financial changes versus a prior period are reported in this document.
Guidance, Outlook, and Risks
- Forward-Looking Statements: The filing contains forward-looking statements regarding the potential business combination, including estimates and projections. These are not guarantees of future performance.
- Key Risks:
- Inability to enter into a definitive agreement or complete the transaction with Eos.
- Issues arising from due diligence investigations.
- Failure to obtain stockholder approval for the business combination.
- Redemptions by stockholders reducing funds available in the trust account.
- Failure to meet Nasdaq listing standards post-consummation.
- Transaction-related costs.
- Investor Action: Investors are advised to read the preliminary and definitive Business Combination Proxy Statements for detailed terms and risk factors.
Key Facts for Investor Verification
- Verify the terms of the business combination in the definitive Business Combination Proxy Statement once filed.
- Confirm the status of stockholder approval for the merger with Eos Energy Storage LLC.
- Review the amount of funds remaining in the Company's trust account following any potential redemptions.
- Assess the risks related to meeting Nasdaq listing standards after the transaction.
- Note that the investor presentation (Exhibit 99.1) is furnished and not deemed "filed" for liability purposes under Section 18 of the Exchange Act.