Item 7.01.
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Regulation FD Disclosure.
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In connection with the previously announced
potential business combination (the “business combination”) between B. Riley Principal Merger Corp. II (the “Company”)
and Eos Energy Storage LLC (“Eos”), on October 23, 2020, Eos issued a press release announcing appointments to its
board of directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. There can be no
assurance that the business combination will be consummated.
The information in
this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in
this Item 7.01.
Additional Information and Where to Find It
In connection with the
business combination, the Company filed a definitive proxy statement (the “Business Combination Proxy Statement”),
with the U.S. Securities and Exchange Commission (the “SEC”) containing a full description of the terms of the business
combination.
Investors and security
holders of the Company are advised to read the definitive Business Combination Proxy Statement and any amendments thereto, filed
in connection the business combination, as these materials will contain important information about the business combination. The
definitive Business Combination Proxy Statement has been mailed to the Company’s stockholders of record as of a record date
to be established for the special meeting of stockholders relating to the business combination. Stockholders can obtain copies
of the Business Combination Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to: B. Riley Principal Merger Corp. II, 299 Park Avenue, 21st Floor, New York, NY 10171.
Forward Looking Statements
Certain statements
made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K,
the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,”
“should,” “future,” “propose” and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results
or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that
may affect actual results or outcomes include: the inability of the Company to enter into a definitive agreement with respect to
the potential business combination or to complete the contemplated transactions with Eos; matters discovered by Eos or the Company
as they complete their respective due diligence investigation of the other; the risk that the approval of the stockholders of the
Company for the business combination is not obtained; the inability to recognize the anticipated benefits of the potential business
combination, which may be affected by, among other things, the amount of funds available in the Company’s trust account following
any redemptions by the Company stockholders; the ability to meet the NYSE’s listing standards following the consummation
of the transactions contemplated by the potential business combination; costs related to the potential business combination; and
those factors discussed in the Business Combination Proxy Statement under the heading “Risk Factors,” and other documents
of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Participants in the Solicitation
The Company and its
directors and executive officers may be considered participants in the solicitation of proxies with respect to the business combination
described herein under the rules of the SEC. Information about those directors and executive officers and a description of their
interests in the Company is contained in the Business Combination Proxy Statement. These documents can be obtained free of charge
from the sources indicated above.
Non-Solicitation
The disclosure herein
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of
the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a definitive document.