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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934 

 

B. Riley Principal Merger Corp. II

(Exact name of registrant as specified in its charter)

 

Delaware 

 

 84-4290188
(State of incorporation
or organization)		   (I.R.S. Employer
Identification No.)

 

299 Park Avenue

21st Floor

New York, NY 10171

   10171

 (Address of Principal Executive Offices)

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered		   Name of each exchange on which
each class is to be registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant     The New York Stock Exchange
     
Class A common stock, par value $0.0001 per share     The New York Stock Exchange
     
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share     The New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-237812

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock of B. Riley Principal Merger Corp. II (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-237812), originally filed with the U.S. Securities and Exchange Commission on April 23, 2020, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference: 

 

3.1   Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on April 28, 2020).
     
3.2   Form of Second Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on May 15, 2020).
     
4.1   Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on April 28, 2020).
     
4.2   Specimen Class A Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on April 28, 2020).
     
4.3   Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on April 28, 2020).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on May 18, 2020).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.3 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on May 18, 2020).
     
10.2   Form of Registration Rights Agreement among the Registrant, and certain security holders signatory thereto (Incorporated by reference to Exhibit 10.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-237812), filed with the U.S. Securities and Exchange Commission on May 18, 2020).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

  

  B. RILEY PRINCIPAL MERGER CORP. II
     
Date: May 18, 2020 By:   /s/ Daniel Shribman
  Name:  Daniel Shribman
  Title: Chief Executive Officer and
   

Chief Financial Officer

 

 

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