Current Report Filing (8-k)
August 23 2019 - 4:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 20, 2019
B.
RILEY PRINCIPAL MERGER CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38864
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83-2583782
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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299
Park Avenue, 21st Floor
New
York, New York 10171
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 457-3300
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant
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BRPM.U
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The
New York Stock Exchange
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Class
A common stock, par value $0.0001 per share
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BRPM
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The
New York Stock Exchange
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Warrants,
each exercisable for one share of Class A common stock
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BRPM
WS
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The
New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company þ
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 20, 2019, B. Riley Principal Merger Corp. (the “Company”) received a written notice (the “Notice”)
from the staff of the NYSE Regulation division of the New York Stock Exchange (“NYSE”) indicating that the Company
is not currently in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Manual”), which requires
the Company to maintain a minimum of 300 public stockholders on a continuous basis.
In
accordance with Sections 801 and 802 of the Manual, the Company has a period of 45 days to respond with a business plan that demonstrates
how the Company expects to return to compliance with the minimum public stockholders requirement within 18 months of receipt
of the Notice. The Company anticipates that it will satisfy this listing requirement within such time period once it consummates
an initial business combination.
The
Company intends to submit a business plan to return to compliance with the minimum public stockholders requirement within the
required timeframe. The Listings Operations Committee (the “Committee”) of the NYSE will review the business plan.
If the Committee accepts the business plan, the Company’s securities will remain listed on the NYSE and will be subject
to quarterly monitoring for compliance with such plan. If the Committee does not accept the business plan, the Company will be
subject to suspension and delisting procedures.
The
Company’s Class A common stock, warrants and units, which trade under the symbols “BRPM,” “BRPM WS”
and “BRPM.U,” respectively, will continue to be listed and traded on the NYSE during the cure period, subject to the
Company’s compliance with the NYSE’s other applicable continued listing standards, and will bear the indicator “.BC”
on the consolidated tape to indicate noncompliance with the NYSE’s continued listing standards.
Item 7.01. Regulation
FD Disclosure.
As
required by Section 802.02 of the Manual, the Company issued a press release on August 23, 2019 announcing receipt of the
Notice. A copy of the press release is furnished as Exhibit 99.1 hereto.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject
to the liabilities under that Section. The information in this Item 7.01 shall not be deemed to be incorporated by reference into
to the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filings.
Information
Concerning Forward-Looking Statements
The
Company makes statements in this Current Report on Form 8-K that constitute “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including,
but not limited to, with respect to the Company’s ability to consummate an initial business combination, the Company’s
intention to submit a business plan to return to compliance with the NYSE’s minimum public stockholders requirement within
the required timeframe and the Company’s ability to comply with such plan and the NYSE’s continued listing standards.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. The Company has based these forward-looking
statements on its current expectations and projections about future events. Forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about the Company that may cause its actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not
limited to, those described in the “Risk Factors” section of the Company’s final prospectus for its initial
public offering and in its other prior and future filings with the U.S. Securities and Exchange Commission. Except as expressly
required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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B.
RILEY PRINCIPAL MERGER CORP.
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Dated:
August 23, 2019
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By:
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/s/
Daniel Shribman
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Name:
Daniel Shribman
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Title: Chief
Financial Officer
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2
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