Item 7.01.
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Regulation
FD Disclosure.
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In connection with the
previously announced potential business combination (the “business combination”) between the Company and Eos, on October
19, 2020, Eos issued a press release announcing an agreement with Carson Hybrid Energy Storage, LLC (“CHES”) to supply
CHES with six Eos Aurora® 500 kWh Zinc Hybrid Cathode Battery Energy Blocks. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K. There can be no assurance that the business combination will be consummated.
The
information in this Item 7.01, including Exhibit 99.1, 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
In
connection with the business combination, the Company filed a preliminary proxy statement, and intends to file a definitive proxy
statement (the “Business Combination Proxy Statement”), with the U.S. Securities and Exchange Commission (the “SEC”)
containing a full description of the terms of the business combination.
Investors
and security holders of the Company are advised to read the preliminary Business Combination Proxy Statement and any amendments
thereto and, when available, the definitive Business Combination Proxy Statement, in each case filed in connection the business
combination, as these materials will contain important information about the business combination. The definitive Business Combination
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 business combination. Stockholders will also be able to obtain copies of the Business
Combination 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 potential 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 business combination is not obtained; the inability to recognize the anticipated benefits of the potential
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 potential business combination; costs related to the potential business
combination; and those factors discussed in the Business Combination Proxy Statement 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 business combination described herein under the rules of the SEC. Information about those directors and executive officers
and a description of their interests in the Company is contained in the Business Combination Proxy Statement. 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 business combination 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.