UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2020
B. RILEY PRINCIPAL MERGER CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | 001-39291 | 84-4290188 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
299 Park Avenue, 21st Floor
New York, NY 10171
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 457-3300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | BMRG.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | BMRG | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | BMRG WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 15, 2020, B. Riley Principal Merger Corp. II (the “Company”), in connection with its proposed business combination (the “business combination”) with Eos Energy Storage LLC (“Eos”) and acting pursuant to authorization from its board of directors, determined (i) to voluntarily withdraw the listing of the Company’s common stock, warrants, and units from the New York Stock Exchange (the “NYSE”), and (ii) to list the post-combination company’s common stock and warrants on The Nasdaq Stock Market LLC (“Nasdaq”), in each case subject to the closing of the business combination.
| Item 7.01. | Regulation FD Disclosure. |
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.
1
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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 19, 2020. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B. RILEY PRINCIPAL MERGER CORP. II | ||
| Dated: October 19, 2020 | By: | /s/ Daniel Shribman |
| Name: Daniel Shribman | ||
Title: Chief Executive Officer and | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
Eos Energy Storage Announces Additional Contract with
Carson Hybrid Energy Storage
OCTOBER 19, 2020 - EDISON, N.J.—Eos Energy Storage LLC (“Eos”), a leading manufacturer of safe, low-cost and long-duration zinc battery storage systems, today announced that it has entered into an agreement to supply Carson Hybrid Energy Storage, LLC (“CHES”) with six units of Eos Aurora® 500 kWh Zinc Hybrid Cathode Battery Energy Blocks.
Eos will manufacture, design and deliver its zinc-based battery solutions to CHES by early summer 2021. These safe, sustainable, long duration battery solutions will be used in parallel with existing power generation and substation architecture to store renewable energy generated capacity, and to provide power quality and better resilience to the California power grid. Last month, Eos entered a separate agreement with CHES to deliver 500 MWh of integrated AC battery energy storage systems starting in the first quarter of 2023.
“We are delighted to work with Carson Hybrid Energy Storage to provide this solution at their peaker facility in California,” said Dr. Balki Iyer, Chief Commercial Officer at Eos. “Our system supported CAISO during recent grid disruptions and hope it will provide great value in terms of demand management and resilience. We are very excited to be building these projects with Carson while also working with them on the larger 500MWh project.”
“In population-dense Los Angeles, California, the non-flammable Eos Aurora® Zinc Hybrid Cathode Battery Energy Blocks provide CHES an energy dense storage solution that doesn’t place our neighbors or first responders at risk of a runaway Lithium Ion fire or explosion,” said Mike Munoz, Chief Executive Officer of Carson Cogeneration. “This first installation in our partnership with Eos allows CHES to support the 2016 California Public Utilities Commission (CPUC) Distributed Energy Resources Action Plan with demand charge management, local capacity and grid resilience.”
Eos’ zinc-based battery systems are unique for their scalable design, ability to withstand extreme temperatures, widely available and non-rare earth materials, and full recyclability. The system is also a cost-effective energy storage solution, with a 15-year to 30-year life and minimal installation and maintenance costs. These are among the many qualities that differentiate Eos’ zinc-based batteries from the lithium-ion alternative.
As previously announced, B. Riley Principal Merger Corp. II (“BMRG”), a publicly traded special purpose acquisition company, and Eos have entered into a definitive merger agreement for a business combination that would result in Eos becoming a publicly listed company. Upon closing of the transaction, the combined company will be renamed Eos Energy Enterprises, Inc. (“Eos Energy”) and intends to list its shares of common stock on Nasdaq under the ticker symbol “EOSE”.
About Eos Energy Storage LLC
At Eos, we are on a mission to accelerate clean energy by deploying stationary storage solutions that can help deliver the reliable and cost-competitive power that the market expects in a safe and environmentally sustainable way. Eos has been pursuing this opportunity since 2008 when it was founded. Eos has more than 10 years of experience in battery storage testing, development, deployment, and operation. The Eos Aurora® system integrates Eos’ aqueous, Znyth® technology to provide a safe, scalable, and sustainable alternative to lithium-ion. https://eosenergystorage.com
About
Carson Hybrid Energy Storage, LLC
Headquartered in California, CHES operates under the California Independent System Operator Corporation (“CAISO”)
tariff as a grid connected generator.
About B. Riley Principal Merger Corp. II
BMRG was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Additional Information about the Business Combination
In connection with the business combination, BMRG has filed a preliminary proxy statement with the United States Securities and Exchange Commission (“SEC”). BMRG stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with BMRG’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination, because the proxy statement will contain important information about BMRG, Eos and the proposed business combination. When available, the definitive proxy statement will be mailed to BMRG stockholders as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by BMRG when and if available, can be obtained free of charge by directing a written request to B. Riley Principal Merger Corp. II, 299 Park Avenue, 21st Floor, New York, New York 10171 or by telephone at (212) 457-3300.
Contact
For Eos Energy Storage LLC
| Investors | Media |
| Ed Yuen | Balki G. Iyer |
| ir@eosenergystorage.com | media@eosenergystorage.com |