UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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Information Required in Proxy Statement
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B. Riley Principal Merger Corp. II

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B. RILEY PRINCIPAL MERGER CORP. II

299 Park Avenue, 21st Floor
New York, New York 10171

PROXY STATEMENT FOR SPECIAL MEETING
OF
B. RILEY PRINCIPAL MERGER CORP. II

Dear Stockholders of B. Riley Principal Merger Corp. II:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of B. Riley Principal Merger Corp. II, a Delaware corporation (“BMRG,” the “Company,” “we,” “us” or “our”), which will be held at 10:00 AM, Eastern Time, on November 12, 2020, at https://www.cstproxy.com/brileyprincipalmergercorpii/2020. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, the Company has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https://www.cstproxy.com/brileyprincipalmergercorpii/2020 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

On September 7, 2020, BMRG, BMRG Merger Sub, LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Merger Sub I”), BMRG Merger Sub II, LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Merger Sub II”), Eos Energy Storage LLC, a Delaware limited liability company (“Eos”), New Eos Energy LLC, a wholly-owned subsidiary of Eos and a Delaware limited liability company (“Newco”) and AltEnergy Storage VI, LLC, a Delaware limited liability company (“AltEnergy”), in its capacity as securityholder representative, entered into an agreement and plan of merger (as the same may be amended from time to time, the “Merger Agreement”) pursuant to which (1) Merger Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease, and Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “First Surviving Company”) and become a wholly owned subsidiary of BMRG; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will continue as the surviving company (Merger Sub II, in its capacity as the surviving company of the Second Merger, is sometimes referred to as the “Ultimate Surviving Company”) and a wholly owned subsidiary of BMRG. The transactions contemplated by the Merger Agreement are collectively referred to herein as the “business combination.” Upon the closing of the business combination (the “Closing”), the Company will change its name to “Eos Energy Enterprises, Inc.” You are being asked to vote on the business combination.

Subject to certain downward adjustments, and the other terms and conditions set forth in the Merger Agreement, at Closing Eos’s securityholders (the “Sellers”), will receive aggregate consideration equal to up to $300 million of shares of the Company’s common stock (including shares issuable upon exercise of certain options to acquire such shares), or up to 30,000,000 shares (assuming exercise of certain options to acquire such shares). The Merger Agreement also contemplates the issuance of an additional 2,000,000 shares of the Company’s common stock to Eos’s securityholders pending the achievement (if any) of certain earnout targets pursuant to the terms of the Merger Agreement.

The Closing is subject to certain customary conditions, including, among other things, that we have an aggregate of at least $110 million of cash (before taking into account certain expenses) available, including from the trust account established in connection with our initial public offering (the “IPO”).

In order to help meet the condition under the Merger Agreement that we have at least $110 million of cash available upon the Closing, we have entered into an Equity Commitment Letter with B. Riley Financial, Inc. (“B. Riley Financial”), pursuant to which B. Riley Financial committed to purchase up to 4,000,000 shares of Class A common stock, at a price per share of $10.00 per share, or up to $40,000,000 in equity financing at Closing, less the number of shares of Class A common stock already issued pursuant to subscription agreements entered into with investors prior

 

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to the Closing (the “Equity Commitment Letter”). The Equity Commitment Letter effectively terminated the forward purchase agreement entered at the time of the IPO requiring our Sponsor and its affiliate to purchase immediately prior to the Closing an aggregate of 2,500,000 units, each comprised of one share of Class A common stock and one-half of one warrant. Please see “Closing Funding” in the accompanying proxy statement.

B. Riley Securities, Inc. (“BRFBR”) is our capital markets advisor in connection with the business combination, was the underwriter of the IPO and is an affiliate of the Company and the Sponsor. B. Riley Financial is the ultimate parent company of BRFBR, the Sponsor and BRPI. See “Certain Relationships and Related Party Transactions” in the accompanying proxy statement for more information on the relationship between BRFBR and the Company and our other related party transactions. For more information on the beneficial ownership of the Company’s securities by B. Riley Financial, see “Beneficial Ownership of Securities” in the accompanying proxy statement.

At the special meeting, you will be asked to consider and vote on a proposal to approve and adopt the Merger Agreement (the “business combination proposal”) and approve the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached to the accompanying proxy statement as Annex A.

Assuming the business combination proposal and the charter amendment proposal (as defined below) are approved and adopted, at the special meeting, you will also be asked to consider and vote on a proposal to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), (i) the issuance of shares of common stock to the Sellers pursuant to the terms of the Merger Agreement, and (ii) the issuance of shares of common stock to B. Riley Financial and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing agreements that may be entered into prior to Closing (we refer to this proposal as the “stock issuance proposal”).

In addition, you will be asked to consider and vote on proposals to:

(a)     approve and adopt, assuming the business combination proposal is approved and adopted, the third amended and restated certificate of incorporation of the Company (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement as Annex C, which, if approved, would take effect upon the Closing (we refer to this proposal as the “charter amendment proposal”);

(b)    approve and adopt on a non-binding advisory basis, certain differences between the Company’s current certificate of incorporation (as amended and restated through the date of this proxy statement, the “Current Charter”), a copy of which is attached to the accompanying proxy statement as Annex B, and the Proposed Charter, which are being presented separately, in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”), as seven sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):

1.      to, upon completion of the business combination and the conversion of each share of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), into one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), increase the authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock, par value $0.0001 per share (“common stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share, by, on the effective date of the filing of the Proposed Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock; and (iii) creating an additional 75,000,000 shares of common stock (we refer to this proposal as “advisory charter proposal A”);

2.      to change the stockholder vote required for approval of any amendment to Article IV (Capitalization), Article V (Board of Directors), Article VI (Bylaws), Article VIII (Limited Liability; Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments) of the Proposed Charter or to amend the Company’s bylaws (we refer to this proposal as “advisory charter proposal B”), from the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to the affirmative vote of the holders of at least 66 ⅔% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors;

 

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3.      to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company (we refer to this proposal as “advisory charter proposal C”);

4.      to provide that certain amendments to and actions under the Proposed Charter are subject to the director nomination agreement to be entered into between the Company and the other parties thereto (as defined in the accompanying proxy statement) (the “Director Nomination Agreement”) (we refer to this proposal as “advisory charter proposal D”);

5.      to change the classification of the Company’s board of directors from two classes to three classes of directors, with each class elected for staggered terms (we refer to this proposal as “advisory charter proposal E”);

6.      to provide for a waiver of the doctrine of corporate opportunities for (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any person with the right to designate any such director pursuant to the Director Nomination Agreement (or any of such person’s affiliates or its or their respective successors, principals, directors, officers, members, managers or employees) (we refer to this proposal as “advisory charter proposal F”);

7.      to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon the Closing, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company (we refer to this proposal as “advisory charter proposal G”);

(c)     approve and adopt, assuming the condition precedent proposals (as the term is defined below) are approved and adopted, the B. Riley Principal Merger Corp. II 2020 Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex E (we refer to this proposal as the “incentive plan proposal” and, collectively with the business combination proposal, the charter amendment proposal, the stock issuance proposal and the incentive plan proposal, the “condition precedent proposals”); and

(d)    approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal (we refer to this proposal as the “adjournment proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

Our Class A common stock and warrants are currently listed on the NYSE under the symbols “BMRG” and “BMRG WS,” respectively. Certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one-half of one redeemable warrant, which units are listed on the NYSE under the symbol “BMRG.U.” The units will automatically separate into their component securities upon the Closing and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.”, and we intend to list the shares of our common stock and warrants on The Nasdaq Capital Market under the symbols “EOSE” and “EOSEW”.

Only holders of record of shares of Class A common stock and shares of Class B common stock at the close of business on October 22, 2020 are entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of BMRG’s stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at BMRG’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

 

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We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 18 of the proxy statement.

After careful consideration, BMRG’s board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and determined that each of the business combination proposal, the stock issuance proposal, the charter amendment proposal, the advisory charter proposals, the incentive plan proposal and the adjournment proposal is in the best interests of BMRG and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of BMRG’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of BMRG and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

BMRG’s initial stockholders (consisting of the Sponsor and Patrick J. Bartels, Jr., James L. Kempner, Timothy M. Presutti and Robert Suss, our independent directors) and our other officers and directors entered into a letter agreement at the time of the IPO, pursuant to which they agreed to vote the founder shares purchased by them, as well as any shares of Class A common stock included in the units sold by BMRG in the IPO (the “public shares”) purchased by them during or after the IPO, in favor of the business combination proposal. As of the date hereof, BMRG’s initial stockholders own approximately 22% of our total outstanding shares of common stock.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that BMRG redeem all or a portion of such public stockholder’s public shares for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, BMRG’s transfer agent (the “transfer agent”), that BMRG redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two (2) business days prior to the Closing, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of June 30, 2020, this would have amounted to approximately $10.10 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that BMRG instruct our transfer agent to return the certificate (physically or electronically).

 

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The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

The Closing is conditioned upon, among other things, that (i) we have an aggregate of at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses, that there has not been a Material Adverse Effect (as defined in the Merger Agreement), (ii) the recipe for the Eos’s proprietary electrolyte solution has been deposited with a third party escrow agent (to be released to BMRG’s Chief Executive Officer if certain events occur with regard to the two employees who have knowledge of the formula), and (iii) BMRG’s stockholders approve the Merger Agreement and the business combination. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Merger Agreement.”

Under the Merger Agreement, the approval of each of the condition precedent proposals is a condition to the Closing. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The incentive plan proposal is conditioned on the approval of all of the condition precedent proposals, and each of the advisory charter proposals and the adjournment proposal are not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the business combination may not be consummated.

Approval of the business combination proposal, the stock issuance proposal, each of the advisory charter proposals, the incentive plan proposal and the adjournment proposal requires the affirmative vote of holders of a majority of the shares of Class A common stock and Class B common stock cast by BMRG’s stockholders present in person (which would include virtual presence) or by proxy at the special meeting and entitled to vote thereon, voting as a single class. Approval of the charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A common stock and Class B common stock entitled to vote thereon at the special meeting, voting as a single class.

All our stockholders are cordially invited to attend the virtual special meeting. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record holding shares of common stock, you may also cast your vote in person (which would include voting at the virtual special meeting). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person (which would include virtual voting), obtain a proxy from your broker or bank. A stockholder’s failure to vote by proxy or to vote in person (which would include virtual voting) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals other than the charter amendment proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the charter amendment proposal. Failure to vote by proxy or to vote in person (which would include virtual voting) or an abstention from voting on the charter amendment proposal will have the same effective as a vote “AGAINST” the charter amendment proposal.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the special meeting.

 

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On behalf of our board of directors, I would like to thank you for your support of B. Riley Principal Merger Corp. II and look forward to a successful completion of the business combination.

 

By Order of the Board of Directors,

   

/s/ Daniel Shribman

   

Daniel Shribman

October 23, 2020

 

Chief Executive Officer, Chief Financial Officer and Director

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated October 23, 2020 and is first being mailed to our stockholders on or about October 23, 2020.

 

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B. RILEY PRINCIPAL MERGER CORP. II
299 Park Avenue, 21
st Floor
New York, New York 10171

NOTICE OF SPECIAL MEETING
OF
B. RILEY PRINCIPAL MERGER CORP. II

To Be Held On November 12, 2020

To the Stockholders of B. Riley Principal Merger Corp. II:

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of stockholders of B. Riley Principal Merger Corp. II, a Delaware corporation (“BMRG,” the “Company,” “we,” “us” or “our”), will be held at 10:00 AM, Eastern Time, on November 12, 2020, at https://www.cstproxy.com/brileyprincipalmergercorpii/2020. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, the Company has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https://www.cstproxy.com/brileyprincipalmergercorpii/2020 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement. You are cordially invited to attend the special meeting.

At the special meeting, you will be asked to consider and vote on proposals to:

(a)     Proposal No. 1 — The Business Combination Proposal — approve and adopt the Agreement and Plan of Merger, dated as of September 7, 2020 (as the same may be amended from time to time, the “Merger Agreement”), by and among BMRG, BMRG Merger Sub, LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Merger Sub I”), BMRG Merger Sub II, LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Merger Sub II”), Eos Energy Storage LLC, a Delaware limited liability company (“Eos”), New Eos Energy LLC, a wholly-owned subsidiary of Eos and a Delaware limited liability company (“Newco”) and AltEnergy Storage VI, LLC, a Delaware limited liability company (“AltEnergy”), in its capacity as securityholder representative, pursuant to which (1) Merger Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease, and Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “First Surviving Company”) and become a wholly owned subsidiary of BMRG; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will continue as the surviving company (Merger Sub II, in its capacity as the surviving company of the Second Merger, is sometimes referred to as the “Ultimate Surviving Company”) and a wholly owned subsidiary of BMRG, on the terms and subject to the conditions set forth in the Merger Agreement, and approve the other transactions contemplated by the Merger Agreement (the “business combination”) (we refer to this proposal as the “business combination proposal”);

(b)    Proposal No. 2 — The Stock Issuance Proposal — approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable provisions of Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), (i) the issuance of shares of common stock to the Sellers pursuant to the terms of the Merger Agreement, and (ii) the issuance of shares of common stock to B. Riley Financial, Inc. (“B. Riley Financial”) and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing agreements that may be entered into prior to Closing;

(c)     Proposal No. 3 — The Charter Amendment Proposal — approve and adopt, assuming the business combination proposal is approved and adopted, the third amended and restated certificate of incorporation of the Company (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement as Annex C, which, if approved, would take effect upon the closing of the business combination (the “Closing”) (we refer to this proposal as the “charter amendment proposal”);

 

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(d)    The Advisory Charter Proposals — approve and adopt on a non-binding advisory basis, certain differences between the Company’s current certificate of incorporation (as amended and restated through the date of this proxy statement, the “Current Charter”), and the Proposed Charter, which are being presented separately, in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”), as seven sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):

(1)    Proposal No. 4 — Advisory Charter Proposal A — to, upon completion of the business combination and the conversion of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), increase the authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock, par value $0.0001 per share (“common stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share, by, on the effective date of the filing of the Proposed Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock and (iii) creating an additional 75,000,000 shares of common stock (we refer to this proposal as “advisory charter proposal A”);

(2)    Proposal No. 5 — Advisory Charter Proposal B — to change the stockholder vote required for approval of any amendment to Article IV (Capitalization), Article V (Board of Directors), Article VI (Bylaws), Article VIII (Limited Liability; Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments) of the Proposed Charter or to amend the Company’s bylaws, from the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to the affirmative vote of the holders of at least 66 ⅔% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors;

(3)    Proposal No. 6 — Advisory Charter Proposal C — to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company (we refer to this proposal as “advisory charter proposal C”);

(4)    Proposal No. 7 — Advisory Charter Proposal D — to provide that certain amendments to and actions under the Proposed Charter are subject to the director nomination agreement to be entered into between the Company and the other parties thereto (as defined in the accompanying proxy statement) (the “Director Nomination Agreement”) (we refer to this proposal as “advisory charter proposal D”);

(5)    Proposal No. 8 — Advisory Charter Proposal E — to change the classification of the Company’s board of directors from two classes to three classes of directors, with each class elected for staggered terms (we refer to this proposal as “advisory charter proposal E”);

(6)    Proposal No. 9 — Advisory Charter Proposal F — to provide for a waiver of the doctrine of corporate opportunities for (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any person with the right to designate any such director pursuant to the Director Nomination Agreement (or any of such person’s affiliates or its or their respective successors, principals, directors, officers, members, managers or employees) (we refer to this proposal as “advisory charter proposal F”);

(7)    Proposal No. 10 — Advisory Charter Proposal G — to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon the Closing, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company.

 

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(e)     Proposal No. 11 — The Incentive Plan Proposal — approve and adopt, assuming the condition precedent proposals are approved and adopted, the B. Riley Principal Merger Corp. II 2020 Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex E; and

(f)     Proposal No. 12 — The Adjournment Proposal — approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal.

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Merger Agreement. We urge you to read carefully the accompanying proxy statement in its entirety, including Annex A, Annex B, Annex C, Annex D and Annex E and accompanying financial statements.

Our Class A common stock and warrants are currently listed on the NYSE under the symbols “BMRG” and “BMRG WS,” respectively. Certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “BMRG.U” The units will automatically separate into their component securities upon the Closing and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.”. We intend to list the shares of our common stock and warrants on Nasdaq under the symbols “EOSE” and “EOSEW”.

Only holders of record of shares of Class A common stock and shares of Class B common stock at the close of business on October 22, 2020 are entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of BMRG’s stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at BMRG’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that BMRG redeem all or a portion of its public shares for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 10:00 AM, Eastern Time on November 10, 2020 (two (2) business days prior to the vote at the special meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, BMRG’s transfer agent (the “transfer agent”), that BMRG redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “trust account”) established in connection with the Company’s initial public offering (“IPO”), calculated as of two (2) business days prior to the Closing, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of June 30, 2020, this would have amounted to approximately $10.10 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that BMRG instruct our transfer agent to return the certificate (physically or electronically). The holder can make such request

 

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by contacting the transfer agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Under the Merger Agreement, the approval of each of the condition precedent proposals is a condition to the Closing. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The incentive plan proposal is conditioned on the approval of the condition precedent proposals, and each of the advisory charter proposals and the adjournment proposal are not conditioned on the approval of any other proposal. Unless waived by the parties to the Merger Agreement, if our stockholders do not approve each of the condition precedent proposals, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Merger Agreement.”

Approval of the business combination proposal, the stock issuance proposal, each of the advisory charter proposals, the incentive plan proposal and the adjournment proposal requires the affirmative vote of holders of a majority of the shares of Class A common stock and Class B common stock cast by BMRG’s stockholders present in person (which would include virtual presence) or by proxy at the special meeting and entitled to vote thereon, voting as a single class. Approval of the charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A common stock and Class B common stock entitled to vote thereon at the special meeting, voting as a single class.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares of BMRG common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing BMRG.info@investor.morrowsodali.com. This notice of special meeting and the proxy statement are available at https://www.cstproxy.com/brileyprincipalmergercorpii/2020.

 

By Order of the Board of Directors,

   

/s/ Daniel Shribman

   

Daniel Shribman

October 23, 2020

 

Chief Executive Officer, Chief Financial Officer and Director

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on November 12, 2020: This notice of special meeting and the related proxy statement will be available at https://www.cstproxy.com/brileyprincipalmergercorpii/2020.

 

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Table of Contents

 

Page

CERTAIN DEFINED TERMS

 

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

vi

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

viii

SUMMARY OF THE PROXY STATEMENT

 

1

SUMMARY HISTORICAL FINANCIAL INFORMATION OF BMRG

 

13

SUMMARY HISTORICAL FINANCIAL INFORMATION OF EOS

 

14

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

15

COMPARATIVE SHARE INFORMATION

 

16

TICKER SYMBOLS AND DIVIDEND INFORMATION

 

17

RISK FACTORS

 

18

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

45

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

52

SPECIAL MEETING

 

56

THE BUSINESS COMBINATION PROPOSAL

 

62

THE STOCK ISSUANCE PROPOSAL

 

87

THE CHARTER AMENDMENT PROPOSAL

 

89

THE ADVISORY CHARTER PROPOSALS

 

92

THE INCENTIVE PLAN PROPOSAL

 

96

THE ADJOURNMENT PROPOSAL

 

103

OTHER INFORMATION RELATED TO BMRG

 

104

BMRG’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

111

BUSINESS OF EOS

 

114

EOS’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

125

MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION

 

136

EXECUTIVE COMPENSATION

 

142

BENEFICIAL OWNERSHIP OF SECURITIES

 

146

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

149

DESCRIPTION OF SECURITIES

 

154

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

 

164

APPRAISAL RIGHTS

 

170

HOUSEHOLDING INFORMATION

 

171

TRANSFER AGENT AND REGISTRAR

 

172

SUBMISSION OF STOCKHOLDER PROPOSALS

 

173

FUTURE STOCKHOLDER PROPOSALS

 

174

WHERE YOU CAN FIND MORE INFORMATION

 

175

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annex A – Agreement and Plan of Merger

 

A-1

Annex B – Second Amended and Restated Certificate of Incorporation of B. Riley Principal
Merger Corp. II

 

B-1

Annex C – Third Amended and Restated Certificate of Incorporation of B. Riley Principal
Merger Corp. II

 

C-1

Annex D – Equity Commitment Letter

 

D-1

Annex E – Form of B. Riley Principal Merger Corp II 2020 Incentive Plan

 

E-1

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “BMRG,” the “Company,” “we,” “us” or “our” refer to B. Riley Principal Merger Corp. II

In this proxy statement, unless otherwise stated or unless the context otherwise requires:

adjournment proposal” means the proposal to approve the adjournment of the special meeting to a later date or dates.

advisory charter proposals” means the seven sub-proposals to take effect upon the Closing if the charter amendment proposal is approved, consisting of advisory charter proposal A, advisory charter proposal B, advisory charter proposal C, advisory charter proposal D, advisory charter proposal E, advisory charter proposal F and advisory charter proposal G.

advisory charter proposal A” means the advisory charter proposal to, upon completion of the business combination and the conversion of the Company’s Class B common stock into the Company’s Class A common stock, increase the authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, by, on the effective date of the filing of the Proposed Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock and (iii) creating an additional 75,000,000 shares of common stock.

advisory charter proposal B” means the advisory charter proposal to change the stockholder vote required for approval of any amendment to Article IV (Capitalization), Article V (Board of Directors), Article VI (Bylaws), Article VIII (Limited Liability; Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments) of the Proposed Charter or to amend the Company’s bylaws, from the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to the affirmative vote of the holders of at least 66 ⅔% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors.

advisory charter proposal C” means the advisory charter proposal to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company.

advisory charter proposal D” means the advisory charter proposal to provide that certain amendments to and actions under the Proposed Charter are subject to the terms of the Director Nomination Agreement.

advisory charter proposal E” means the advisory charter proposal to change the classification of the Company’s board of directors from two classes to three classes of directors, with each class elected for staggered terms.

advisory charter proposal F” means the advisory charter proposal to provide for a waiver of the doctrine of corporate opportunities for (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any person with the right to designate any such director pursuant to the Director Nomination Agreement (or any of such person’s affiliates or its or their respective successors, principals, directors, officers, members, managers or employees) (we refer to this proposal as “advisory charter proposal F”).

advisory charter proposal G” means the advisory charter proposal to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon the Closing, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company.

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AltEnergy” means AltEnergy Storage VI, LLC.

ASC” means Accounting Standard Codification.

BRFBR” means B. Riley Securities, Inc.

B. Riley Financial” means B. Riley Financial, Inc.

BRPI” means B. Riley Principal Investments, LLC.

BMRG” means B. Riley Principal Merger Corp. II.

BMRG common stock” means, (i) prior to the business combination, together, the Class A common stock and Class B common stock and (ii) subsequent to the business combination, the common stock.

business combination” means the acquisitions and transactions contemplated by the Merger Agreement.

business combination proposal” means the proposal to approve and adopt the Merger Agreement and such acquisitions and other transactions as contemplated thereby.

charter amendment proposal” means the proposal to approve and adopt the Proposed Charter, assuming the business combination proposal is approved and adopted.

Class A common stock” means the Class A common stock of the Company, par value $0.0001 per share.

Class B common stock” means the Class B common stock of the Company, par value $0.0001 per share.

Class I directors” means Audrey Zibelman and Marian “Mimi” Walters of the combined company’s board of directors.

Class II directors” means Joseph Mastrangelo and Alex Dimitrief of the combined company’s board of directors.

Class III directors” means Russ Stidolph, Daniel Shribman and Krishna P. Singh of the combined company’s board of directors.

Closing” means the closing of the business combination.

Code” means the Internal Revenue Code of 1986, as amended.

common stock” means the common stock of the Company, par value $0.0001 per share.

condition precedent proposals” means the business combination proposal, the stock issuance proposal and the charter amendment proposal.

Current Charter” means the second amended and restated certificate of incorporation of the Company.

DGCL” means the General Corporation Law of the State of Delaware.

Director Nomination Agreement” means the director nomination agreement to be entered into at Closing between BMRG, the Sponsor, and certain Eos equityholders.

DTC” means The Depository Trust Company.

DWAC” means Deposit Withdrawal at Custodian.

Eos” means Eos Energy Storage LLC.

Equity Commitment Letter” means the Equity Commitment Letter, dated September 7, 2020, by and among BMRG and B. Riley Financial.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

forward purchase agreement” means the forward purchase agreement, dated as of May 19, 2020, by and between BMRG and BRPI, providing for the sale of 2,500,000 forward purchase units to BRPI (or its designees) in a private placement to close concurrently with the business combination. Pursuant to the terms of the Equity Commitment Letter, the forward purchase agreement has been terminated in its entirety.

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forward purchase units” mean an aggregate 2,500,000 units to be issued to BRPI (or its designees) pursuant to the forward purchase agreement.

founder shares” means the shares of Class B common stock purchased by BMRG’s initial stockholders.

GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

Incentive Plan” means the B. Riley Principal Merger Corp. II 2020 Incentive Plan.

incentive plan proposal” means the proposal to approve and adopt the B. Riley Principal Merger Corp. II 2020 Incentive Plan.

initial stockholders” means the Sponsor and the independent directors.

Investment Company Act” means the Investment Company Act of 1940, as amended.

IPO” means the Company’s initial public offering, consummated on May 22, 2020, through the sale of 17,500,000 units at $10.00 per unit.

“IRS” means the Internal Revenue Service.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

Merger Agreement” means the agreement and plan of merger, dated September 7, 2020, by and among BMRG, Merger Sub I, Merger Sub II, Eos, Newco and AltEnergy.

Merger Sub I” means BMRG Merger Sub, LLC.

Merger Sub II” means BMRG Merger Sub II, LLC.

Nasdaq” means The Nasdaq Capital Market.

Newco” means New Eos Energy LLC.

NYSE” means the New York Stock Exchange.

stock issuance proposal” means the proposal to approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (i) the issuance of shares of common stock to the Sellers pursuant to the terms of the Merger Agreement, and (ii) the issuance of shares of common stock to B. Riley Financial and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing agreements that may be entered into prior to Closing.

private placement” means the private sale of the private placement units simultaneously with the closing of the IPO.

private placement shares” means the shares of Class A common stock in the private placement units issued in the private placement.

private placement units” means the 650,000 units at $10.00 per private placement unit purchased by the Sponsor in the private placement, each of which consists of one share of Class A common stock and one-half of one private placement warrant.

private placement warrants” means the warrants underlying the private placement units issued in the private placement, each of which is exercisable for one share of Class A common stock at $11.50 per share.

Projections” means the prospective financial information prepared by management of Eos and provided to BMRG’s board of directors.

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Promissory Note” means the promissory note issued on February 4, 2020 to the Sponsor by BMRG, pursuant to which BMRG borrowed an aggregate principal amount of $300,000, and which was repaid using proceeds from the IPO on May 22, 2020.

Proposed Charter” means the third amended and restated certificate of incorporation of the Company which, if approved, would take effect upon the Closing.

public shares” means the shares of Class A common stock included in the units sold by BMRG in the IPO.

public stockholder” means a holder of BMRG’s public shares.

public warrants” means the 8,750,000 redeemable warrants sold as part of the units in the IPO.

redemption rights” means the rights of stockholders to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account.

“Registrable Security” means (a) the shares of common stock issued by the Company to the Securityholders (as defined in the Registration Rights Agreement) and any other Holders (as defined in the Registration Rights Agreement) pursuant to the Merger Agreement and (b) any other equity security of the Company issued or issuable to any Holder (as defined in the Registration Rights Agreement) with respect to any such shares of common stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement (as defined in the Registration Rights Agreement) with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement (as defined in the Registration Rights Agreement); (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the SEC) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

Rule 144” means Rule 144 under the Securities Act.

SEC” means the U.S. Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

SOX” means the Sarbanes-Oxley Act of 2002, as amended.

special meeting” means the special meeting of stockholders of BMRG.

Sponsor” means the Company’s sponsor, B. Riley Principal Sponsor Co. II, LLC.

transfer agent” means Continental Stock Transfer & Trust Company.

trust account” means the trust account established in connection with the IPO.

units” means the units of the Company, each consisting of one share of Class A common stock and one-half of one redeemable warrant of the Company, with each such warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

warrants” means the private placement warrants and public warrants.

Working Capital Loans” means the loans for any additional funds as may be required that may be made to BMRG in order to finance transaction costs in connection with a business combination by the Sponsor, an affiliate of the Sponsor or certain of BMRG’s officers and directors, which will be repaid only upon the completion of a business combination.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement in relation to Eos has been provided by Eos and its management team, and forward-looking statements include statements relating to Eos’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for example, statements about:

•        our ability to complete the initial business combination, or, if not consummate the business combination, any other business combination;

•        the benefits of the business combination;

•        the future financial performance of the combined company following the business combination;

•        expansion plans and opportunities; and

•        our potential ability to obtain financing to complete the business combination.

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

•        satisfaction of conditions to the business combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to obtain the listing of our common stock on Nasdaq following the business combination;

•        our ability to raise financing in the future;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the business combination;

•        our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the business combination, as a result of which they would then receive expense reimbursements;

•        our public securities’ potential liquidity and trading;

•        the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•        changes adversely affecting the business in which Eos is engaged;

•        unfavorable conditions or disruptions in the capital and credit markets;

•        Eos’s inability to forecast trends accurately;

•        Eos’s ability to generate cash, service indebtedness and incur additional indebtedness;

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•        restrictive covenants that may limit Eos’s business and Eos’s ability to engage in certain corporate and financial transactions;

•        Eos’s ability to obtain capital on commercially reasonable terms;

•        fluctuations in Eos’s revenue and operating results;

•        competition from existing or new competitors;

•        risks associated with security breaches in Eos’s information technology systems;

•        Eos’s success in retaining or recruiting management and key employees;

•        risks related to legal proceedings or claims, including liability claims;

•        risks related to labor disputes;

•        risks associated with changes in federal, state, or local laws;

•        risks associated with potential costs of regulatory compliance; and

•        risks associated with changes to U.S. trade policies;

•        risks resulting from the impact of global pandemics, including the novel coronavirus, COVID-19;

•        general economic conditions; and

•        other factors detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a stockholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect BMRG or Eos.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including the business combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement?

A:     BMRG is proposing to consummate a business combination with Eos. BMRG and Eos have entered into the Merger Agreement, the terms of which are described in this proxy statement. You are being asked to consider and vote on the business combination. The Merger Agreement provides for, among other things, transactions pursuant to which (1) Merger Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease, and Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “First Surviving Company”) and become a wholly owned subsidiary of BMRG; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will continue as the surviving company (Merger Sub II, in its capacity as the surviving company of the Second Merger, is sometimes referred to as the “Ultimate Surviving Company”) and a wholly owned subsidiary of BMRG, as described herein, on the terms and subject to the conditions set forth in the Merger Agreement, all of which is referred to, along with the other transactions contemplated by the Merger Agreement, as the “business combination.” A copy of the Merger Agreement is attached to this proxy statement as Annex A. BMRG urges its stockholders to read the Merger Agreement in its entirety.

Consummation of the business combination is contingent upon, among other things, the approval of the business combination proposal at the special meeting, which requires the approval of holders of at least a majority of the shares of Class A common stock and Class B common stock that are voted in person (which would include virtual voting) or by proxy at the special meeting.

YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     Why is BMRG proposing the business combination?

A:     BMRG was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Since BMRG’s organization, BMRG’s Board of Directors has sought to identify suitable candidates in order to effect such a transaction. In its review of Eos, BMRG’s Board of Directors considered a variety of factors weighing positively and negatively in connection with the business combination. After careful consideration, BMRG’s Board of Directors has determined that the business combination presents a highly-attractive business combination opportunity and is in the best interests of BMRG stockholders. The BMRG Board of Directors believes that, based on its review and consideration, the business combination with Eos presents an opportunity to increase stockholder value. However, there can be no assurance that the anticipated benefits of the business combination will be achieved. Stockholder approval of the business combination is required by the Merger Agreement and the Current Charter as well as to comply with NYSE Listing Rule 312.03.

See “The Business Combination Proposal — BMRG’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q:     What will Eos’s equityholders receive in return for the acquisition of Eos by BMRG?

A:     Subject to the terms and conditions set forth in the Merger Agreement, Eos’s equityholders, which include AltEnergy (the “Sellers”), will receive aggregate consideration 30,000,000 shares of our common stock. Such aggregate consideration has a value of $300 million. The Merger Agreement also contemplates the issuance of an additional 2,000,000 shares of the Company’s common stock to Eos’s securityholders pending the achievement (if any) of certain earnout targets pursuant to the terms of the Merger Agreement.

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Q:     Will BMRG obtain new financing in connection with the business combination?

A:     At the time of our IPO, we entered into the forward purchase agreement which provides for the purchase, immediately prior to the Closing, by BRPI, an affiliate of the Sponsor, or its designees of $25,000,000 of our units at a price of $10.00 per unit, or an aggregate of 2,500,000 units, each comprised of one share of Class A common stock (the “forward purchase shares”) and one-half of one warrant (the “forward purchase warrants”).

In order to help meet the condition under the Merger Agreement that we have at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses upon the Closing (before taking into account certain expenses), we have entered into an Equity Commitment Letter with B. Riley Financial, Inc. (“B. Riley Financial”), pursuant to which B. Riley Financial committed to purchase up to 4,000,000 shares of Class A common stock, at a price per share of $10.00 per share, or up to $40,000,000 in equity financing at Closing, less the number of shares of Class A common stock already issued pursuant to subscription agreements with investors entered into prior to the Closing. The Equity Commitment Letter effectively terminated the forward purchase agreement entered at the time of the IPO requiring our sponsor and its affiliate to purchase immediately prior to the Closing an aggregate of 2,500,000 units, each comprised of one share of Class A common stock and one-half of one warrant. Please see “Closing Funding” in the accompanying proxy statement.

BRFBR is our capital markets advisor in connection with the business combination, was the underwriter of the IPO and is an affiliate of the Company and the Sponsor. B. Riley Financial is the ultimate parent company of BRFBR, the Sponsor and BRPI. See “Certain Relationships and Related Party Transactions” for more information on the relationship between BRFBR and the Company and our other related party transactions. For more information on the beneficial ownership of the Company’s securities by B. Riley Financial, see “Beneficial Ownership of Securities.

Q:     What voting interests will our current stockholders, initial stockholders and Eos’s management hold in the Company immediately after the Closing?

A:     We anticipate that, upon completion of the business combination, the voting interests in the Company will be as set forth in the table below.

     

Assuming No
Redemptions

 

Assuming Maximum
Redemptions
(1)

   

Shares

 

%

 

Shares

 

%

   

(in thousands)

     

(in thousands)

   

Shares held by public BMRG stockholders

 

17,500

 

 

31.0

%

 

6,930

 

15.1

%

Shares held by Initial Stockholders(2)

 

5,025

(3)

 

8.9

%

 

5,025

 

10.9

%

Shares issued as rollover equity

 

30,000

(4)(5)

 

53.1

%

 

30,000

 

65.3

%

Shares issued to investors

 

4,000

 

 

7.1

%

 

4,000

 

8.7

%

Closing shares

 

56,525

 

 

100

%

 

45,955

 

100

%

 

_________

(1)     Assuming BMRG’s public stockholders redeem approximately 10,570,000 shares for aggregate redemption payments of $106.757 million based on an estimated $10.10 liquidation value as of June 30, 2020. This maximum redemption scenario satisfies BMRG’s obligation to consummate the business combination with an aggregate of at least $110 million of cash available from the trust account and from equity financing sources (made up of the 6,930,000 shares multiplied by the $10.10 liquidation value equaling $70 million plus the $40 million PIPE investment).

(2)     Consists of the Sponsor and BMRG’s independent directors.

(3)     This number includes 1,718,000 shares subject to the Sponsor Earnout arrangement which may be subject to forfeiture, and 650,000 private placement shares acquired by the Sponsor at the time of the IPO.

(4)     This number does not reflect the 2,000,000 earnout shares which may be issued to the Eos securityholders on a pro rata basis upon the triggering of certain events as described in the Merger Agreement.

(5)     This number assumes exercise of certain options to acquire certain number of shares of the Company’s common stock.

The voting percentages set forth above do not take into account (i) warrants that will remain outstanding immediately following the business combination and may be exercised thereafter (commencing thirty (30) days after the Closing) or (ii) the issuance of any shares upon completion of the business combination under the Incentive Plan. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 9,075,000 warrants to acquire our

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shares of Class A common stock, which are comprised of 325,000 private placement warrants held by our initial stockholders and 8,750,000 warrants sold as part of the units in the Company’s IPO (the “public warrants”). Each of our outstanding warrants is exercisable commencing thirty (30) days following the Closing for one share of common stock. If we assume that each outstanding warrant is exercised and one-half of one share of common stock is issued as a result of such exercise, with payment to BMRG of the exercise price of $11.50 per warrant for one share, our fully-diluted share capital would increase by a total of 9,075,000 shares, with approximately $104,362,500 paid to BMRG to exercise the warrants.

Q:     How will the Company be managed following the business combination?

A:     Following the Closing, the current Eos management team will operate the combined company. Upon the Closing, the Company will change its name to Eos Energy Enterprises, Inc.

Please see the section entitled “Management of the Company Following the Business Combination” for further information.

Q:     What interests do our initial stockholders, current officers and directors, and Eos’s current owners have in the business combination?

A:     In considering the recommendation of our board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers and Eos’s current owners have interests in the business combination that are different from, or in addition to (and which may conflict with), those of our other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to our stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that our initial stockholders have waived their right to redeem any of the founder shares, private placement shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our initial stockholders received the 4,375,000 founder shares for nominal consideration, which will convert into 4,375,000 shares of Class A common stock in accordance with the terms of the Current Charter, subject to adjustment, and such securities will have a significantly higher value at the time of the business combination, estimated at approximately $43,793,750 based on the closing price of $10.01 per public share on the NYSE on October 21, 2020 (prior to taking into account any forfeitures of founder shares by the Sponsor);

•        the fact that our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if BMRG fail to complete an initial business combination by November 22, 2021;

•        the fact that our Sponsor paid $6,500,000 for 650,000 private placement units, with each warrant underlying the private placement units being exercisable commencing thirty (30) days following the Closing for one share of common stock at $11.50 per share. If BMRG does not consummate an initial business combination by November 22, 2021, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor will be worthless. The 650,000 shares underlying such units and the 325,000 warrants underlying such units held by our Sponsor had an aggregate market value of approximately $6,896,500 based upon the closing price of $10.01 per share and $1.20 per warrant on the NYSE on October 21, 2020, respectively, the most recent practicable date prior to the date of this proxy statement;

•        the right of the Sponsor to receive approximately 325,000 shares of common stock to be issued upon exercise of their private placement warrants following the business combination, subject to certain lock-up periods;

•        the obligation of B. Riley Financial under the Equity Commitment Letter, pursuant to which it may purchase up to 4,000,000 shares of Class A common stock for a price of $10.00 per share;

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•        the fact that our Sponsor has customary registration rights, including demand and “piggyback” rights, with respect to the founder shares, private placement units, private placement warrants and other securities;

•        the fact that, if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.10 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that, upon completion of the business combination, an aggregate amount of approximately $6,125,000 in deferred underwriting discount, advisory fees and capital markets advisor fees, will be payable to B. Riley Securities, Inc., an affiliate of us and the Sponsor;

•        the inclusion in the Proposed Charter of an election for Section 203 of the DGCL, which governs business combinations between the Company and certain interested stockholders, not to apply to the Company;

•        the anticipated nomination of Mr. Shribman, our Chief Executive Officer, Chief Financial Officer and director, as a director of the Company after the Closing in accordance with the terms of the Director Nomination Agreement. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the Company’s board of directors determines to pay to our directors; and

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination.

Please also see the sections “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of our initial stockholders, current officers and directors, and Eos’s current owners.

Q:     What happens to the funds deposited in the trust account after the Closing?

A:     Upon the completion of the IPO, a total of $175,000,000 was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of June 30, 2020, there were investments and cash held in the trust account of approximately $176.76 million. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our public shares if we are unable to complete an initial business combination by November 22, 2021, although we may withdraw the interest earned on the funds held in the trust account to pay taxes.

Q:     What happens if a substantial number of the public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

A:     BMRG’s public stockholders may vote in favor of the business combination and exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

However, the Closing is conditioned upon, among other things, approval by BMRG’s stockholders of the Merger Agreement and the business combination and the Merger Agreement is subject to a number of conditions as set forth below under “What conditions must be satisfied to complete the business combination?”.

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In addition, with fewer public shares and public stockholders, the trading market for common stock may be less liquid than the market for shares of Class A common stock was prior to the Closing and the Company may not be able to meet the listing standards for the Nasdaq or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into the Company’s business will be reduced.

Q:     What conditions must be satisfied to complete the business combination?

A:     Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Merger Agreement including, among other things, that that (i) we have an aggregate of at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses, (ii) the recipe for the Eos’s proprietary electrolyte solution has been deposited with a third party escrow agent (to be released to BMRG’s Chief Executive Officer if certain events occur with regard to the two employees who have knowledge of the formula), and (iii) BMRG’s stockholders approve the Merger Agreement and the business combination. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Q:     What happens if the business combination is not consummated?

A:     If we are not able to complete the business combination with Eos or another initial business combination by November 22, 2021, we will cease all operations except for the purpose of winding up and redeeming our public shares and liquidating the trust account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:     When do you expect the business combination to be completed?

A:     It is currently anticipated that the business combination will be consummated as soon as practicable following the BMRG special meeting, which is set for November 12, 2020; however, such meeting could be adjourned if the adjournment proposal is adopted by our stockholders at the special meeting and we elect to adjourn the special meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, any of the condition precedent proposals or the incentive plan proposal has not been approved. For a description of the conditions for the completion of the business combination, see “The Business Combination — The Merger Agreement — Conditions to Closing of the Business Combination.”

Q:     What proposals are stockholders being asked to vote upon?

A:     Under the Merger Agreement, the approval of the condition precedent proposals is a condition to the Closing. If our public stockholders do not approve each of the condition precedent proposals, then the business combination may not be consummated.

In addition, as required by applicable SEC guidance, the Company is requesting that our stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain amendments contained in the Proposed Charter that materially affect stockholder rights, which are those amendments that will be made to the Current Charter as reflected in the Proposed Charter if the charter amendment proposal is approved. This separate vote is not otherwise required by Delaware law separate and apart from the charter amendment proposal, but pursuant to SEC guidance, the Company is required to submit these provisions to our stockholders separately for approval. However, the stockholder vote regarding these proposals are advisory votes, and are not binding on the Company or our board of directors (separate and apart from the approval of the charter amendment proposal). Furthermore, the business combination is not conditioned on the separate approval of the advisory charter proposals (separate and apart from approval of the charter amendment proposal).

The stockholders are also being asked to vote upon a proposal to approve the Incentive Plan, effective as of Closing.

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In addition to the foregoing proposals, the stockholders also may be asked to consider and vote upon a proposal to adjourn the special meeting to a later date or dates to permit further solicitation and vote of proxies if (1) based upon the tabulated vote at the time of the special meeting, each of the condition precedent proposals has not been approved and/or (2) BMRG determines that one or more of the closing conditions under the Merger Agreement has not been satisfied. See “The Adjournment Proposal.

BMRG will hold the special meeting of our stockholders to consider and vote upon these proposals. This proxy statement contains important information about the business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

After careful consideration, BMRG’s board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and determined that the business combination proposal, the stock issuance proposal, the charter amendment proposal, each of the advisory charter proposals, the incentive plan proposal and the adjournment proposal is in the best interests of BMRG and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of BMRG’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of BMRG and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for a further discussion.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     What material negative factors did BMRG’s board of directors consider in connection with the business combination?

A:     Although the board of directors believes that the acquisition of Eos will provide our stockholders with an opportunity to participate in a combined company that is well positioned to become a leading publicly-traded manufacturer, designer and developer of Znyth® batteries, and is well aligned with all the key factors central to BMRG’s strategy, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that stockholders would not approve the business combination and the risk that a significant number of stockholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — BMRG’s Board of Directors’ Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to BMRG and the Business Combination.”

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to request that BMRG redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement. A public stockholder may elect to redeem all or a portion of such public stockholder’s public shares even if such public stockholder votes for the business combination proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Our initial stockholders entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of a business combination.

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The Closing is conditioned upon, among other things, that (i) we have an aggregate of at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses, (ii) the recipe for the Eos’s proprietary electrolyte solution has been deposited with a third party escrow agent (to be released to BMRG’s Chief Executive Officer if certain events occur with regard to the two employees who have knowledge of the formula), and (iii) BMRG’s stockholders approve the Merger Agreement and the business combination. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Merger Agreement.”

Q:     How do I exercise my redemption rights?

A:     If you are a holder of public shares and wish to exercise your right to redeem your public shares, you must:

(i)     (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting) (a) submit a written request to the transfer agent that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

The address of the transfer agent is listed under the question “Who can help answer my questions? below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.

Any holder of public shares will be entitled to request that their public shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two (2) business days prior to the Closing, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of June 30, 2020, this would have amounted to approximately $10.10 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the business combination proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the Closing.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to the transfer agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the transfer agent and later decide prior to Closing not to elect redemption, you may request that BMRG instruct our transfer agent to return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the transfer agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent by 10:00 AM, on November 10, 2020.

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If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the business combination is consummated, the Company will redeem public shares for a pro rata portion of funds deposited in the trust account, calculated as of two (2) business days prior to the Closing.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any BMRG warrants that you may hold.

Q:     Will how I vote on the business combination proposal affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights irrespective of whether you vote your Class A common stock for or against the business combination proposal or any other proposal described by this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their public shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct them to do so. If you fail to cause your public shares to be separated and delivered to the transfer agent by 10:00 AM, on November 10, 2020 you will not be able to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “Certain United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     Do I have appraisal rights in connection with the proposed business combination?

A:     No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the business combination under the DGCL.

Q:     What do I need to do now?

A:     BMRG urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of BMRG. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of shares of BMRG common stock on the record date, you may vote in person (which would include virtual voting) at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person (which would include virtual voting), obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

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We believe that none of the proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. Accordingly, if you do not provide instructions on the proposals with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares on such other proposals; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     When and where will the special meeting be held?

A:     The special meeting will be held at 10:00 AM on November 12, 2020, at https://www.cstproxy.com/brileyprincipalmergercorpii/2020, unless the special meeting is adjourned.

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for the Company and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of the Company’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://www.cstproxy.com/brileyprincipalmergercorpii/2020. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

Q:     Who is entitled to vote at the special meeting?

A:     BMRG has fixed October 22, 2020 as the record date. If you were a stockholder of BMRG at the close of business on the record date, you are entitled to vote on matters that come before the special meeting. However, a stockholder may only vote his or her shares if he or she is present in person (which would include virtual presence) or is represented by proxy at the special meeting.

Q:     How many votes do I have?

A:     Our stockholders are entitled to one vote at the special meeting for each share of common stock held of record as of the record date. As of the close of business on the record date, there were outstanding 22,525,000 shares of BMRG common stock, of which 17,500,000 were outstanding public shares.

Q:     What constitutes a quorum?

A:     A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person (which would include virtual presence) or by proxy, of stockholders holding a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting constitutes a quorum at the special meeting. In the absence of a quorum, the chairperson of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting 11,262,501 shares of BMRG common stock would be required to achieve a quorum.

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Q:     What vote is required to approve each proposal at the special meeting?

A:     The following votes are required for each proposal at the special meeting:

•        Business combination proposal:    The approval of the business combination proposal requires the affirmative vote by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Stock issuance proposal:    The approval of the stock issuance proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Charter amendment proposal:    The approval of the charter amendment proposal requires the affirmative vote by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the charter amendment proposal, vote at the special meeting, voting as a single class.

•        Advisory charter proposals:    The approval of each of the advisory charter proposals, each of which is a non-binding advisory vote, requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Incentive plan proposal:    The approval of the incentive plan proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Adjournment proposal:    The approval of the adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

Q:     What are the recommendations of BMRG’s board of directors?

A:     BMRG’s board of directors believes that the business combination proposal and the other proposals to be presented at the special meeting are in the best interest of BMRG’s stockholders and unanimously recommends that our stockholders vote “FOR” the business combination proposal, “FOR” the stock issuance proposal, “FOR” the charter amendment proposal, “FOR” each of the separate advisory charter proposals, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, in each case, if presented to the special meeting.

The existence of financial and personal interests of BMRG’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of BMRG and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by November 22, 2021, we may be forced to liquidate and the 4,375,000 founder shares, 650,000 private placement shares and 325,000 private placement warrants owned by our initial stockholders would be worthless. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information.

Q:     How do our Sponsor and the other initial stockholders intend to vote their shares?

A:     Pursuant to the terms of the letter agreement entered into at the time of the IPO, our initial stockholders agreed to vote their founder shares, private placement shares and any public shares purchased by them, in favor of the business combination proposal. As of the date of this proxy statement, our initial stockholders own an aggregate of 5,025,000 shares of BMRG common stock, which in the aggregate represent approximately 22% of our total outstanding shares on the date of this proxy statement.

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Q:     May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the special meeting?

A:     At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding BMRG or our securities, our initial stockholders, Eos and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of BMRG common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the special meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on shares of BMRG common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BMRG will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the special meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:     What happens if I sell my shares of BMRG common stock before the special meeting?

A:     The record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the business combination is expected to be completed. If you transfer your shares of BMRG common stock after the applicable record date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such special meeting.

Q:     How has the announcement of the business combination affected the trading price of the Company’s Class A common stock, warrants and units?

A:     On September 4, 2020, the last trading date before the public announcement of the business combination, the Company’s Class A common stock, warrants and units closed at $10.21, $1.57 and $10.99, respectively.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card to BMRG’s secretary at the address set forth below so that it is received by BMRG’s secretary prior to the vote at the special meeting (which is scheduled to take place on November 12, 2020) or attend the special meeting in person (which would include virtual presence) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to BMRG’s secretary, which must be received by BMRG’s secretary prior to the vote at the special meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What happens if I fail to take any action with respect to the special meeting?

A:     If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders and consummated, you will become a stockholder and/or warrant holder of the Company. If you fail to take any action with respect to the special meeting and the business combination is not approved, you will

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remain a stockholder and/or warrant holder of BMRG. However, if you fail to take any action with respect to the special meeting, you will nonetheless be able to elect to redeem your public shares in connection with the business combination, provided you follow the instructions in this proxy statement for redeeming your shares.

Q:     What should I do with my stock certificates, warrant certificates and/or unit certificates?

A:     Stockholders who exercise their redemption rights must deliver their stock certificates to the transfer agent (either physically or electronically) prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting).

BMRG warrant holders should not submit the certificates relating to their warrants. Public stockholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon effectiveness of the business combination, holders of BMRG units, common stock and warrants will receive units, common stock and warrants of the Company without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants. In addition, before the Closing, each outstanding unit of BMRG (each of which consists of one share of Class A common stock and one warrant to purchase one share of Class A common stock) will be separated into its component share of common stock and warrant.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of BMRG common stock.

Q:     Who can help answer my questions?

A:     If you have questions about the business combination or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: BMRG.info@investor.morrowsodali.com

You also may obtain additional information about BMRG from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to the transfer agent at the address below prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstok.com

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination, you should read this entire document carefully, including the Merger Agreement, attached as Annex A to this proxy statement. The Merger Agreement is the legal document that governs the business combination and the other transactions that will be undertaken in connection therewith. The Merger Agreement is also described in detail in this proxy statement in the section entitled The Merger Agreement.” This proxy statement also includes forward-looking statements that involve risks and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements.”

The Parties to the Business Combination

B. Riley Principal Merger Corp. II

BMRG, a blank check corporation, was incorporated as a Delaware corporation on June 3, 2019. BMRG was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Based on our business activities, BMRG is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

Our Class A common stock and warrants are currently listed on the NYSE under the symbols “BMRG” and “BMRG WS,” respectively. Certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one-half of one redeemable warrant, which units are listed on the NYSE under the symbol “BMRG.U.” The units will automatically separate into their component securities upon the Closing and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.”, and we intend to list the shares of our common stock and warrants on Nasdaq under the symbols “EOSE” and “EOSEW”.

The mailing address of BMRG’s principal executive office is 299 Park Avenue, 21st Floor, New York, New York 10171. Our telephone number is (212) 457-3300.

Eos

Eos designs, manufactures and deploys reliable, sustainable, safe and scalable low-cost battery storage solutions for the electric utility industry. Founded in 2008, Eos is focused on accelerating the growth of clean energy in the United States by deploying all sizes of stationary battery storage solutions that deliver reliable and cost-competitive power in a safe and environmentally sustainable way. Eos’s flagship product, the Eos Znyth® DC battery system (“Eos Znyth® systems”), is designed to meet the requirements of the grid-scale energy storage market, is commercially available and scalable, and is manufactured in the United States. Zinc hybrid cathode (“Znyth®”) technology requires just five core commodity materials that are derived from non-rare earth and non-conflict minerals, in addition to being fully recyclable. Eos’s battery is non-flammable and does not require any moving parts or pumps, which allows for simple upkeep and market-leading low-cost operations.

The mailing address of Eos’s principal executive office is 3920 Park Avenue, Edison, NJ 08820, and its phone number is (732) 225-8400.

Summary of the Merger Agreement

On September 7, 2020, BMRG, Merger Sub I, Merger Sub II, Eos, Newco and AltEnergy (collectively, the “Parties“ and individually, a “Party”) entered into the Merger Agreement pursuant to which (1) Merger Sub I will merge with and into Newco (the “First Merger”), the separate existence of Merger Sub I will thereupon cease and Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “First Surviving Company”) and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will continue as the surviving company (Merger Sub II, in its capacity as the surviving company of the Second Merger, is sometimes referred to as the “Ultimate Surviving Company”) and a wholly owned subsidiary of BMRG. Upon the Closing, the Company will change its name to Eos Energy Enterprises, Inc.

For additional information about the Merger Agreement and the business combination and other transactions contemplated thereby, see “The Business Combination Proposal — The Merger Agreement.”

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Related Agreements

Equity Commitment Letter

On September 7, 2020, B. Riley Financial entered into an equity commitment letter (the “Equity Commitment Letter”) with BMRG, pursuant to which B. Riley Financial committed to purchase up to 4,000,000 shares of Class A common stock, at a price per share of $10.00 per share, or up to $40,000,000 in equity financing at Closing, less the number of shares of Class A common stock issued pursuant to subscription agreements with investors entered into prior to the Closing.

Sponsor Earnout Letter

The Company and the Sponsor will enter into a letter agreement at the Closing, pursuant to which the Sponsor agrees to subject 1,718,000 of its shares in the Company (the “Sponsor Shares”), which formerly constituted shares of Class B common stock of the Company held by the Sponsor, to certain transfer and other restrictions, under which (a) 859,000 Sponsor Shares will be restricted from being transferred unless and until either, for a period of five years after the Closing, (i) the share price of the Company equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period or (ii) a change of control occurs for a share price of the Company equaling or exceeding $12.00 per share, and (b) the remaining 859,000 Sponsor Shares are subject to similar restrictions except that the threshold is increased from $12.00 to $16.00. If after the five-year period, there are no triggering events, the Sponsor Shares will be forfeited and canceled for no consideration. If after the five-year period, only the triggering event described in clause (a) above has occurred, the remaining 859,000 Sponsor Shares described in clause (b) will be forfeited and canceled for no consideration. The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the Equity Commitment Letter, which is attached hereto as Annex D.

Director Nomination Agreement

In connection with the Closing, the Company will enter into the Director Nomination Agreement with the Sponsor and certain Eos equityholders (the “Sellers”), pursuant to which the Sponsor and the Sellers will have the right to designate members to be appointed or nominated for election to the board of directors of the Company, subject to terms and conditions set forth therein. The Sponsor and the Sellers may also request for at least one of its designated directors to be appointed as a member of each newly established committee of the Company’s board of directors. If the Sponsor or the Sellers has the right to designate one or more nominees and either has not exercised such right or no such nominee has been elected, then either the Sponsor or the Sellers may designate one board observer.

Registration Rights Agreement

In connection with the Closing, the Company and the Sellers will enter into the registration rights agreement. Under the registration rights agreement, the Company will have certain obligations with respect to the Registrable Securities. The Company is required to, within forty-five (45) days after the Closing, file a registration statement registering the resale of the Registrable Securities. Holders of the Registrable Securities will also have certain “piggy-back” registration rights with respect to registration statements and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement will not contemplate the payment of penalties or liquidated damages as a result of a failure to register, or delays with respect to the registration of, the Registrable Securities. As part of the registration rights agreement, holders of the Registrable Securities agree to a certain lock-up period with respect to the Registrable Securities.

Business Combination Marketing Agreement

Pursuant to the business combination marketing agreement entered into upon the closing of the IPO by BMRG and BRFBR, upon the Closing, we will pay BRFBR a fee of $6,125,000 in consideration of services provides in connection with marketing and completing our business combination, or 3.5% of the gross proceeds of the IPO.

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Equity Ownership upon Closing

As of the date of this proxy statement, there are 22,525,000 shares of BMRG common stock outstanding, comprised of 17,500,000 shares of Class A common stock and 4,375,000 shares of Class B common stock, of which our Sponsor owns 4,295,000 shares of Class B common stock and 650,000 shares of Class A common stock and our independent directors own an aggregate of 80,000 shares of Class B common stock. On the effective date of the business combination, each currently issued and outstanding share of Class B common stock will convert into 4,375,000 shares of Class A common stock, subject to adjustment, in accordance with the terms of the Current Charter. The Company will also issue shares of Class A common stock to B. Riley Financial pursuant to the terms of the Equity Commitment Letter less the number of shares of Class A common stock issued pursuant to subscription agreements with investors entered into prior to the Closing.

We anticipate that, upon Closing, the voting interests in the Company will be as set forth in the table below.

 

Assuming
No Redemptions

 

Assuming
Maximum Redemptions
(1)

   

Shares

 

%

 

Shares

 

%

   

(in thousands)

     

(in thousands)

   

Shares held by public BMRG stockholders

 

17,500

 

 

31.0

%

 

6,930

 

15.1

%

Shares held by Initial Stockholders(2)

 

5,025

(3)

 

8.9

%

 

5,025

 

10.9

%

Shares issued as rollover equity

 

30,000

(4)(5)

 

53.1

%

 

30,000

 

65.3

%

Shares issued to investors

 

4,000

 

 

7.1

%

 

4,000

 

8.7

%

Closing shares

 

56,525

 

 

100

%

 

45,955

 

100

%

____________

(1)      Assuming BMRG’s public stockholders redeem approximately 10,570,000 shares for aggregate redemption payments of $106.757 million based on an estimated $10.10 liquidation value as of June 30, 2020. This maximum redemption scenario satisfies BMRG’s obligation to consummate the business combination with an aggregate of at least $110 million of cash available from the trust account and from equity financing sources (made up of the 6,930,000 shares multiplied by the $10.10 liquidation value equaling $70 million plus the $40 million PIPE investment).

(2)      Consists of the Sponsor and BMRG’s independent directors.

(3)      This number includes 1,718,000 shares subject to the Sponsor Earnout arrangement which may be subject to forfeiture, and 650,000 private placement shares acquired by the Sponsor at the time of the IPO.

(4)      This number does not reflect the 2,000,000 earnout shares which may be issued to the Eos securityholders on a pro rata basis upon the triggering of certain events as described in the Merger Agreement.

(5)      This number assumes exercise of certain options to acquire certain number of shares of the Company’s common stock.

The voting percentages set forth above were calculated based on the amounts set forth in the sources and uses table on pages 11, 52 and 84 of this proxy statement and do not take into account (i) warrants that will remain outstanding immediately following the business combination and may be exercised thereafter (commencing thirty (30) days after the Closing) or (ii) the issuance of any shares upon Closing under the Incentive Plan, a copy of which is attached to this proxy statement as Annex E. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 9,075,000 warrants to acquire our shares of Class A common stock, which are comprised of 325,000 private placement warrants held by our initial stockholders and 8,750,000 public warrants. Each of our outstanding warrants is exercisable commencing thirty (30) days following the Closing for one share of common stock and, following the Closing, will entitle the holder thereof to purchase one share of common stock in accordance with its terms. Therefore, as of the date of this proxy statement, if we assume that each outstanding warrant is exercised and one share of common stock is issued as a result of such exercise, with payment to BMRG of the exercise price of $11.50 per warrant for one share, our fully-diluted share capital would increase by a total of 9,075,000 shares, with approximately $104,362,500 paid to BMRG to exercise the warrants.

Subject to certain limited exceptions, the founder shares will not be transferred, assigned or sold until the date that is one year after the date of the Closing or earlier if, subsequent to our business combination, (i) the last sale price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for stock splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30) trading day period commencing at least 150 days after our initial business combination, or (ii) we consummate a

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subsequent liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Proposals to be Put to the Special Meeting

The following is a summary of the proposals to be put to the special meeting. If any proposal is not approved by BMRG’s stockholders at the special meeting, the board of directors may submit the adjournment proposal for a vote.

The Business Combination Proposal

Our stockholders are also being asked to approve and adopt the Company’s entry into the business combination. After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — BMRG’s Board of Directors’ Reasons for the Approval of the Business Combination,” BMRG’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for our IPO, including that the business of Eos had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement.

For additional information, see “The Business Combination Proposal” section of this proxy statement.

The Stock Issuance Proposal

Assuming the business combination proposal and the charter amendment proposal are approved, our stockholders are also being asked to approve the stock issuance proposal.

The stock issuance proposal is a proposal to approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (i) the issuance of shares of common stock to the Sellers pursuant to the terms of the Merger Agreement, and (ii) the issuance of shares of common stock to B. Riley Financial and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing agreements that may be entered into prior to Closing.

If the stock issuance proposal is adopted, (i) 30,000,000 shares of common stock will be issued to the Sellers pursuant to the terms of the Merger Agreement (less the number of shares underlying the assumption of certain options to acquire shares of the Company’s common stock) and an additional 2,000,000 shares of common stock may be issued to the Sellers pending the achievement (if any) of certain earnout targets pursuant to the terms of the Merger Agreement, and (ii) 4,000,000 shares of common stock will be issued to B. Riley Financial and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing agreements that may be entered into prior to Closing. The issuance of such shares would result in significant dilution to our stockholders, and would afford our stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company.

For additional information, see “The Stock Issuance Proposal” section of this proxy statement.

The Charter Amendment Proposal

If the business combination proposal is approved and the business combination is to be consummated, the Company will amend and restate the Current Charter with the Proposed Charter under the DGCL to:

•        upon completion of the business combination and the conversion of the Company’s Class B common stock into the Company’s Class A common stock, increase the authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, by, on the effective date of the filing of the Proposed Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock and (iii) creating an additional 75,000,000 shares of common stock;

•        change the stockholder vote required for approval from the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to the affirmative vote of the holders of at least

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66⅔% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors to make any amendment to Article IV (Capitalization), Article V (Board of Directors), Article VI (Bylaws), Article VIII (Limited Liability; Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments) of the Proposed Charter or to amend the Company’s bylaws;

•        provide that Section 203 of the DGCL, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company;

•        provide that certain amendments to and actions under the Proposed Charter are subject to the Director Nomination Agreement;

•        change the classification of the Company’s board of directors from two classes to three classes of directors, with each class elected for staggered terms;

•        to provide for a waiver of the doctrine of corporate opportunities for (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any person with the right to designate any such director pursuant to the Director Nomination Agreement (or any of such person’s affiliates or its or their respective successors, principals, directors, officers, members, managers or employees); and

•        approve all other changes relating to the Proposed Charter as part of the business combination, including (i) changing the post-business combination company’s corporate name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon the Closing, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company.

The Proposed Charter differs in material respects from the Current Charter and we urge stockholders to carefully consult the information set out in the Section “The Charter Amendment Proposal” and the full text of the Proposed Charter, attached hereto as Annex C.

The charter amendment proposal is conditioned on the approval of the business combination proposal. Therefore, if the business combination proposal is not approved, the charter amendment proposal will have no effect, even if approved by our public stockholders.

The Advisory Charter Proposals

Our stockholders are also being asked to approve and adopt, on a non-binding advisory basis, in accordance with SEC requirements, the advisory charter proposals, which are those amendments that will be made to the Current Charter as reflected in the Proposed Charter if the charter amendment proposal is approved.

For additional information, see “The Advisory Charter Proposals” section of this proxy statement.

The Incentive Plan Proposal

Assuming the condition precedent proposals are approved, our stockholders are also being asked to approve the incentive plan proposal.

We expect that, prior to the Closing, our board of directors will approve and adopt the Incentive Plan, and assuming the condition precedent proposals are approved, we expect that our stockholders will be asked to approve the Incentive Plan. Our stockholders should carefully read the entire Incentive Plan, a copy of which is attached to this proxy statement as Annex E, before voting on this proposal.

For additional information, see “The Incentive Plan Proposal” section of this proxy statement.

The Adjournment Proposal

The adjournment proposal allows BMRG’s board of directors to submit a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal.

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Date, Time and Place of Special meeting of BMRG’s Stockholders

The special meeting will be a virtual meeting conducted exclusively via live webcast held at 10:00 AM, on November 12, 2020, at https://www.cstproxy.com/brileyprincipalmergercorpii/2020 to consider and vote upon the proposals to be put to the special meeting, including if necessary, the adjournment proposal. Stockholders may attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://www.cstproxy.com/brileyprincipalmergercorpii/2020 and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Registering for the Special Meeting

Pre-registration at https://www.cstproxy.com/brileyprincipalmergercorpii/2020 is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by November 10, 2020. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only special meeting, go to https://www.cstproxy.com/brileyprincipalmergercorpii/2020, enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of BMRG common stock at the close of business on October 22, 2020, which is the record date for the special meeting. Stockholders will have one vote for each share of common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. On the record date, there were 22,525,000 shares of BMRG common stock outstanding, of which 17,500,000 were public shares, with the rest being held by our initial stockholders.

Quorum and Vote of Stockholders

A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person (which would include virtual voting) or by proxy, of stockholders holding a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting constitutes a quorum at the special meeting. In the absence of a quorum, the chairperson of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 11,262,501 shares of BMRG common stock would be required to achieve a quorum.

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Our initial stockholders and our other officers and directors at the time of the IPO entered into a letter agreement to vote their founder shares, private placement shares as well as any public shares purchased during or after the IPO, in favor of the business combination proposal. As of the date hereof, our initial stockholders own approximately 22% of our total outstanding common shares.

The proposals presented at the special meeting require the following votes:

•        Business combination proposal:    The approval of the business combination proposal requires the affirmative vote by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Stock issuance proposal:    The approval of the stock issuance proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Charter amendment proposal:    The approval of the charter amendment proposal requires the affirmative vote by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the charter amendment proposal, vote at the special meeting, voting as a single class.

•        Advisory charter proposals:    The approval of each of the advisory charter proposals, each of which is a non-binding advisory vote, requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Incentive plan proposal:    The approval of the incentive plan proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Adjournment proposal:    The approval of the adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class B common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

A stockholder’s failure to vote by proxy or to vote in person (which would include virtual voting) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the charter amendment proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the charter amendment proposal. Failure to vote by proxy or to vote in person (which would include virtual voting) or an abstention from voting on the charter amendment proposal will have the same effective as a vote “AGAINST” the charter amendment proposal.

Redemption Rights

Pursuant to the Current Charter, a public stockholder may request that BMRG redeem all or a portion of such public stockholder’s public shares for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

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(ii)    prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting) (a) submit a written request to the transfer agent that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of such public stockholder’s public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to the transfer agent, BMRG will redeem each share of Class A common stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two (2) business days prior to the Closing, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the Closing not to elect to exercise such rights, it may simply request that BMRG instruct our transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

In order for public stockholders to exercise their redemption rights in respect of the proposed business combination, public stockholders must properly exercise their right to redeem the public shares they hold no later than the close of the vote on the business combination proposal and deliver their public shares (either physically or electronically) to the transfer agent prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting). Immediately following the Closing, the Company will satisfy the exercise of redemption rights by redeeming the public shares issued to the public stockholders that validly exercised their redemption rights.

Holders of our warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither our stockholders nor our warrant holders have appraisal rights in connection with the business combination under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. BMRG has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person (which would include virtual voting) if it revokes its proxy before the special meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

When you consider the recommendation of BMRG’s board of directors in favor of approval of the business combination proposal, you should keep in mind that BMRG’s initial stockholders, including our directors and executive

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officers, and Eos’s current owners have interests in such proposal that are different from, or in addition to (and which may conflict with), those of our stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        the fact that our initial stockholders have waived their right to redeem any of the founder shares, private placement shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our initial stockholders received the 4,375,000 founder shares for nominal consideration, which will convert into 4,375,000 shares of Class A common stock in accordance with the terms of the Current Charter, subject to adjustment, and such securities will have a significantly higher value at the time of the business combination, estimated at approximately $43,793,750 based on the closing price of $10.01 per public share on the NYSE on October 21, 2020 (prior to taking into account any forfeitures of founder shares by the Sponsor);

•        the fact that our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if BMRG fail to complete an initial business combination by November 22, 2021;

•        the fact that our Sponsor paid $6,500,000 for 650,000 private placement units, with each warrant underlying the private placement units being exercisable commencing thirty (30) days following the Closing for one share of common stock at $11.50 per share. If BMRG does not consummate an initial business combination by November 22, 2021, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor will be worthless. The 650,000 shares underlying such units and the 325,000 warrants underlying such units held by our Sponsor had an aggregate market value of approximately $6,896,500 based upon the closing price of $10.01 per share and $1.20 per warrant on the NYSE on October 21, 2020, respectively, the most recent practicable date prior to the date of this proxy statement;

•        the right of the Sponsor to receive approximately 325,000 shares of common stock to be issued upon exercise of their private placement warrants following the business combination, subject to certain lock-up periods;

•        the obligation of B. Riley Financial under the Equity Commitment Letter, pursuant to which it may purchase up to 4,000,000 shares of Class A common stock for a price of $10.00 per share;

•        the fact that our Sponsor has customary registration rights, including demand and “piggyback” rights, with respect to the founder shares, private placement units, private placement warrants and other securities;

•        the fact that, if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.10 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that, upon completion of the business combination, an aggregate amount of approximately $6,125,000 in deferred underwriting discount, advisory fees and capital markets advisor fees, will be payable to B. Riley Securities, Inc., an affiliate of us and the Sponsor;

•        the inclusion in the Proposed Charter of an election for Section 203 of the DGCL, which governs business combinations between the Company and certain interested stockholders, not to apply to the Company;

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•        the anticipated nomination of Mr. Shribman, our Chief Executive Officer, Chief Financial Officer and director, as a director of the Company after the Closing in accordance with the terms of the Director Nomination Agreement. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the Company’s board of directors determines to pay to our directors; and

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding BMRG or our securities, the BMRG initial stockholders, Eos and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of BMRG common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the special meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the business combination. This may result in the Closing that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on shares of BMRG common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BMRG will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the special meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of the BMRG directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for BMRG and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors,” “The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” and “Beneficial Ownership of Securities” for more information and other risks.

Recommendation of the Board of Directors

BMRG’s board of directors believes that the business combination proposal and the other proposals to be presented at the special meeting are in the best interest of BMRG’s stockholders and unanimously recommends that our stockholders vote “FOR” the business combination proposal, “FOR” the stock issuance proposal, “FOR” the charter amendment proposal, “FOR” each of the separate advisory charter proposals, “FOR” the incentive plan proposal, “FOR” the direction election proposal and “FOR” the adjournment proposal, in each case, if presented to the special meeting.

The existence of financial and personal interests of BMRG’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of BMRG and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion.

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Conditions to the Closing of the Business Combination

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Merger Agreement including, among other things, that (i) we have an aggregate of at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses, (ii) the recipe for the Eos’s proprietary electrolyte solution has been deposited with a third party escrow agent (to be released to BMRG’s Chief Executive Officer if certain events occur with regard to the two employees who have knowledge of the formula), and (iii) BMRG’s stockholders approve the Merger Agreement and the business combination. For more information about conditions to the Closing, see “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the business combination. Where actual amounts are not known or knowable, the figures below represent BMRG’s good faith estimate of such amounts.

Sources and Uses (no redemptions, in thousands)

Sources

     

Uses

   

BMRG Cash Held in Trust(1)

 

$

176,761

 

Estimated Fees and Expenses(3)

 

$

15,000

PIPE(2)

 

 

40,000

 

Cash to facilitate growth(4)

 

 

201,761

Total Sources

 

$

216,761

 

Total Uses

 

$

216,761

Sources and Uses (maximum redemptions, in thousands)

Sources

     

Uses

   

BMRG Cash Held in Trust(1)

 

$

70,000

 

Estimated Fees and Expenses(3)

 

$

15,000

PIPE(2)

 

 

40,000

 

Cash to facilitate growth(4)

 

 

95,000

Redemptions

 

 

106,761

 

Cash to redeeming shareholders(5)

 

 

106,761

Total Sources

 

$

216,761

 

Total Uses

 

$

216,761

____________

(1)      Represents the amount of the restricted investments and cash held in the Trust account upon consummation of the business combination at Closing.

(2)      Represents the issuance, in a private placement to be consummated concurrently with the Closing, to third-party investors of up to 4,000,000 shares of common stock.

(3)      Represents the total estimated fees and expenses incurred as part of the acquisition to be paid at the Closing.

(4)      Represents remaining cash that will be used to fund operations/growth and working capital needs of the Company after the Closing.

(5)      Represents the redemption of 60.4% of BMRG’s public shares through the exercise of the shareholders’ redemption rights.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of an exercise of redemption rights if the business combination is completed, please see “Certain United States Federal Income Tax Considerations.”

Anticipated Accounting Treatment

For a discussion summarizing the anticipated accounting treatment of the business combination, please see “The Business Combination Proposal — Anticipated Accounting Treatment.”

Regulatory Matters

The business combination is not subject to any additional federal or state regulatory requirements or approvals, except for filings with the State of Delaware necessary to effectuate the transactions contemplated by the Merger Agreement.

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Risk Factors

In evaluating the proposals to be presented at the special meeting, a stockholder should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

Sources of Industry and Market Data

Where information has been sourced from a third-party, the source of such information has been identified.

Unless otherwise indicated, the information contained in this proxy statement on the market environment, market developments, growth rates, market trends and competition in the markets in which BMRG and Eos operate is taken from publicly available sources, including third-party sources, or reflects BMRG’s, or Eos’s estimates that are principally based on information from publicly available sources.

Emerging Growth Company

BMRG is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of SOX, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. BMRG intends to take advantage of the benefits of this extended transition period. This may make comparison of BMRG’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

BMRG will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which we issued more than $1.00 billion in non-convertible debt during the prior three-year period.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF BMRG

The following tables show summary historical financial information of BMRG for the periods and as of the dates indicated.

The summary historical financial information of BMRG as of June 30, 2020 and for the six months ended June 30, 2020 was derived from the BMRG’s unaudited financial statements and the summary historical financial information of BMRG December 31, 2019 and period from June 3, 2019 (inception) through December 31, 2019 was derived from the BMRG’s audited financial statements all included elsewhere in this proxy statement.

The unaudited financial statements have been prepared in conformity with GAAP and are prepared on the same basis as the annual financial statements included elsewhere in this proxy statement. Results from interim period are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with “BMRG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement. The historical results presented below are not necessarily indicative of financial results to be achieved by the business following the business combination.

 

For the
six months
ended
June 30,
2020

 

For the period
from June 3,
2019
(inception)
through
December 31,
2019

   

(Unaudited)

   

Statement of Operations Data:

 

 

 

 

 

 

 

 

Loss from operations

 

$

96,677

 

 

$

278

 

Total operating expenses

 

 

96,677

 

 

 

278

 

Interest income

 

 

11,388

 

 

 

 

Net income (loss)

 

 

(85,289

)

 

 

(278

)

   

 

 

 

 

 

 

 

Statement of Cash Flows Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(277,254

)

 

$

 

Net cash used in investing activities

 

 

(176,750,000

)

 

 

 

Net cash provided by financing activities

 

 

177,523,811

 

 

 

1

 

 

June 30,
2020

 

December 31,
2019

   

(Unaudited)

   

Balance Sheet Data:

 

 

   

 

 

 

Total assets

 

$

177,515,829

 

$

1

 

Total liabilities

 

 

78,038

 

 

278

 

Total stockholders’ equity (deficit)

 

 

5,000,006

 

 

(277

)

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF EOS

The following tables show summary historical financial information of Eos for the periods and as of the dates indicated.

The summary historical financial information of Eos as of December 31, 2019 and 2018 and for the two years ended December 31, 2019 was derived from the audited consolidated financial statements of Eos included elsewhere in this proxy statement. The summary historical interim financial information of Eos as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 was derived from the unaudited interim consolidated financial statements of Eos included elsewhere in this proxy statement.

The unaudited financial statements have been prepared in conformity with GAAP and are prepared on the same basis as the annual financial statements included elsewhere in this proxy statement. Results from interim period are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with “Eos’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and its financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement. The historical results presented below are not necessarily indicative of financial results to be achieved by the business following the business combination.

 

For the six months ended
June 30,

 

For the year ended
December 31,

(in thousands)

 

2020

 

2019

 

2019

 

2018

   

(Unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

 

$

211

 

 

$

496

 

 

$

 

Total operating expenses

 

 

9,181

 

 

 

17,062

 

 

 

27,328

 

 

 

32,858

 

Net income (loss)

 

 

(15,232

)

 

 

(42,180

)

 

 

(79,483

)

 

 

(28,498

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Cash Flows Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

(1,012

)

 

$

(15,670

)

 

$

(23,834

)

 

$

(24,918

)

Net cash used in investing activities

 

 

(1,951

)

 

 

(602

)

 

 

(2,899

)

 

 

(1,697

)

Net cash provided by (used in) financing activities

 

 

3,021

 

 

 

10,951

 

 

 

22,098

 

 

 

30,075

 

(in thousands)

 

As of
June 30,
2020

 

As of
December 31,

2019

 

2018

   

(Unaudited)

       

Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

9,312

 

 

$

13,057

 

 

$

15,046

 

Total liabilities

 

 

98,369

 

 

 

87,414

 

 

 

13,872

 

Total members’ deficit

 

 

(198,898

)

 

 

(183,722

)

 

 

(104,374

)

14

Table of Contents

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the business combination and the equity financing provided by the subscription agreements with the investors. The transaction will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the transaction will be treated as the equivalent of Eos issuing equity for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost. Operations prior to the transaction will be those of Eos. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2020 gives effect to the transaction as if it had occurred on June 30, 2020. The summary unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2020 and year ended December 31, 2019 gives effect to the transaction as if it had occurred on January 1, 2019.

The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of Newco appearing elsewhere in this proxy statement and the accompanying notes to the unaudited pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of the Company and Eos for the applicable periods included in this proxy statement. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what Newco’s financial position or results of operations actually would have been had the transaction and the debt financing been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of Newco.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of the Company’s common stock:

•        Assuming No Redemptions:    This presentation assumes that no public stockholders of the Company exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Company’s trust account.

•        Assuming Maximum Redemptions:    This presentation assumes that stockholders holding 10,570,000 of the Company’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10.10 per share) of the funds in the Company’s trust account.

(in thousands, except share and per share amounts)

 

Assuming
No
Redemptions

 

Assuming
Illustrative
Redemptions

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

 

 

 

 

 

 

Revenues

 

$

0

 

 

$

0

 

Net loss per share – basic and diluted