|
Item 7.01.
|
Regulation FD Disclosure.
|
On
June 24, 2020, B. Riley Principal Merger Corp. II (the “Company”) issued a press release, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K, announcing the Company has executed a letter of intent with Eos Energy Storage
LLC (“EOS”) for a business combination transaction which would result in Eos becoming a publicly listed company. Completion
of the transaction is subject to, among other things, the negotiation and execution of a definitive agreement providing for the
business combination transaction, satisfaction of the closing conditions included therein and approval of the transaction by the
Company’s stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that
the proposed transaction will be consummated.
The
information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and
shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This
Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this
Item 7.01.
Additional Information and Where to Find It
If a legally binding definitive
agreement is entered into, a full description of the terms of the transaction will be provided in a proxy statement for the stockholders
of the Company (the “Transaction Proxy Statement”), to be filed with the U.S. Securities and Exchange Commission (the
“SEC”). The Company urges investors, stockholders and other interested persons to read, when available, the preliminary
Transaction Proxy Statement as well as other documents filed with the SEC because these documents will contain important information
about the Company, the potential target company and the transaction. The definitive Transaction Proxy Statement will be mailed
to stockholders of the Company as of a record date to be established for voting on the proposed transaction.
Investors and security
holders of the Company are advised to read, when available, the preliminary Transaction Proxy Statement and definitive Transaction
Proxy Statement, and any amendments thereto, because these documents will contain important information about proposed transaction.
The definitive Transaction Proxy Statement will be mailed to the Company’s stockholders of record as of
a record date to be established for the special meeting of stockholders relating to the proposed transaction. Stockholders will
also be able to obtain copies of the Transaction Proxy Statement, without charge, once available, at the SEC's website at www.sec.gov or
by directing a request to: B. Riley Principal Merger Corp. II, 299 Park Avenue, 21st Floor, New York, NY
10171.
Forward Looking Statements
Certain statements made
in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K,
the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,”
“should,” “future,” “propose” and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual
results or outcomes include: the inability of the Company to enter into a definitive agreement with respect to the proposed business
combination or to complete the contemplated transactions with EOS; matters discovered by EOS or the Company as they complete their
respective due diligence investigation of the other; the risk that the approval of the stockholders of the Company for the potential
transaction is not obtained; the inability to recognize the anticipated benefits of the proposed business combination, which may
be affected by, among other things, the amount of funds available in the Company’s trust account following any redemptions
by the Company stockholders; the ability to meet the NYSE’s listing standards following the consummation of the transactions
contemplated by the proposed business combination; costs related to the proposed business combination; and those factors discussed
in the Company’s prospectus, dated May 19, 2020 under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Participants in the Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction
described herein under the rules of the SEC. Information about the directors and executive officers of the Company and a description
of their interests in the Company are set forth in the Transaction Proxy Statement when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.