United States securities and exchange commission logo
October 6, 2020
Daniel Shribman
Chief Executive Officer
B. Riley Principal Merger Corp. II
299 Park Avenue, 21st Floor
New York, New York 10171
Re: B. Riley Principal
Merger Corp. II
Preliminary Proxy
Statement on Schedule 14A
Filed September 11,
2020
File No. 001-39291
Dear Mr. Shribman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 11, 2020
General
1. Please revise your
letter to stockholders to clearly state that it is your preliminary proxy
statement.
Background of the Business Combination, page 74
2. We note your disclosure
that prior to the consummation of BMRG s IPO in May 2020, a
search for a potential
target had not been conducted. We also note your disclosure that in
2019, Mr. Shribman was
looking for potential acquisition targets, and that on July 15,
2019 BMRG and Eos
entered into a negotiated non-disclosure agreement. Please revise
accordingly.
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal Merger Corp. II
Comapany
October NameB. Riley Principal Merger Corp. II
6, 2020
October
Page 2 6, 2020 Page 2
FirstName LastName
3. Please revise to clarify how the transaction structure and
consideration evolved during the
negotiations between the parties, including proposals and
counter-proposals made during
the course of those negotiations.
BMRG s Board of Directors Reasons for the Approval of the Business
Combination, page 76
4. Please expand your disclosure to provide the basis for your claim that
Eos will be the first
fully commercialized industrial energy storage business in the United
States capable of
fulfilling sizable customer orders.
Certain Projected Financial Information, page 78
5. Please revise your projections table found on page 79 to include
information for 2023 and
2024 as provided in the Investor Presentation included with the Form
8-K dated
September 8, 2020. In addition, please revise your filing to include
all material
information found in the Investor Presentation. For example, but not
limited to, material
facts, figures, and graphics that serve as the basis for your claim
that your product
provides lower customer risk, increased return on investment, and
added safety.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sergio
Chinos, Staff
Attorney, at (202) 551-7844 or Geoffrey Kruczek, Staff Attorney, at (202)
551-3641 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Joel Rubinstein
