March 27, 2020

Daniel Shribman
Chief Financial Officer
B. Riley Principal Merger Corp. II
299 Park Avenue
21st Floor
New York, New York 10171

       Re: B. Riley Principal Merger Corp. II
           Draft Registration Statement on Form S-1
           Submitted March 2, 2020
           CIK No. 0001805077

Dear Mr. Shribman:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted March 2, 2020

Initial Business Combination, page 6

1.     We note your disclosure that if the board is not able to independently
determine the fair
       market value of the target business or businesses, you will obtain an
opinion from an
       independent investment banking firm or an independent valuation or
appraisal firm.
       Consistent with your disclosure on page 44, please disclose here that
you are not required
       to obtain a fairness opinion from an independent investment banking firm
or an
       independent accounting firm unless you pursue a business combination
with an affiliated
       entity.
 Daniel Shribman
B. Riley Principal Merger Corp. II
March 27, 2020
Page 2
Manner of Conducting Redemptions, page 87

2.       You state that your determination to seek stockholder approval of a
proposed business
         combination or conduct a tender offer will be based on "a variety of
factors." Please
         describe the factors that you will consider in making this
determination and briefly explain
         how the timing of the proposed transaction would weigh in favor or
against a
         determination to seek stockholder approval, or advise.
       You may contact John Spitz at 202-551-3484 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.



FirstName LastNameDaniel Shribman                              Sincerely,
Comapany NameB. Riley Principal Merger Corp. II
                                                               Division of
Corporation Finance
March 27, 2020 Page 2                                          Office of
Finance
FirstName LastName