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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): April 2, 2021

 

B. RILEY PRINCIPAL 150 MERGER CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40083   85-2081659
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant   BRPMU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   BRPM   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   BRPMW   The Nasdaq Stock Market LLC

 

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 ☒

 

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 8.01. Other Events.

 

On April 2, 2021, B. Riley Principal 150 Merger Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about April 9, 2021. Each Unit consists of one share of Class A Common Stock and one-third of one redeemable Warrant, each whole Warrant exercisable to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BRPMU”, and the Class A Common Stock and Warrants will separately trade on Nasdaq under the symbols “BRPM” and “BRPMW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
   
99.1   Press Release, dated April 2, 2021.

 

1

 

 

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.

 

  B. RILEY PRINCIPAL 150 MERGER CORP.
     
  By: /s/ Daniel Shribman
    Name:  Daniel Shribman
    Title: Chief Executive Officer and
Chief Financial Officer
     
Dated: April 2, 2021    

 

 

2

 

 

 

Exhibit 99.1

 

B. Riley Principal 150 Merger Corp. Announces the Separate Trading of its Common Stock and Warrants, Commencing April 9, 2021

 

NEW YORK, April 2, 2021/PRNewswire/ -- B. Riley Principal 150 Merger Corp. (Nasdaq: BRPMU) (the “Company”) announced today that, commencing April 9, 2021, the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock (the “Common Stock”) and warrants (the “Warrants”) included in the Units. The Common Stock and Warrants that resulting from the unit separation will trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “BMPM” and “BRPMW”, respectively. Units that are not separated will continue to trade on the Nasdaq under the symbol “BRPMU”. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.

 

The offering of the Units was made only by means of a prospectus, copies of which may be obtained from B. Riley Securities, Inc. at 299 Park Avenue, New York, New York 10171, by telephone at (800) 846-5050 or by email at prospectuses@brileyfin.com.

 

About B. Riley Principal 150 Merger Corp.

B. Riley Principal 150 Merger Corp. is a blank check company incorporated as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry. While the Company may pursue an initial business combination target in any industry or geographic region, it intends to focus on established businesses that have an aggregate enterprise value of approximately $300 million to $1 billion and would benefit from access to public markets and the operational and strategic expertise of its management team and board of directors. The Company will seek to capitalize on the significant experience of its management team in consummating an initial business combination with the ultimate goal of pursuing attractive returns for shareholders. The Company is sponsored by an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY). Visit https://brileyfin.com/principalmergercorp for more information.

 

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contacts

Investors: Media:
Daniel Shribman Jo Anne McCusker
dshribman@brileyfin.com jmccusker@brileyfin.com
(212) 457-3300 (646) 885-5425

 

SOURCE B. Riley Principal 150 Merger Corp.