Form 8-K B. Riley Principal 250 For: Jun 14

 

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): June 14, 2021

 

B. RILEY PRINCIPAL 250 MERGER CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40389		85-1635003
(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))

 

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. ☐

 

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		BRIVU		The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share		BRIV		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		BRIVW		The Nasdaq Stock Market LLC

 

 

 

Item 8.01. Other Events.

 

Over-Allotment Closing

 

As previously reported on a Current Report on Form 8-K of B. Riley Principal 250 Merger Corp. (the “Company”) filed on May 18, 2021, on May 11, 2021, the Company consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. The underwriters of the IPO (the “Underwriters”) were granted a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any. On June 14, 2021, the Underwriters exercised the over-allotment option in full and purchased an additional 2,250,000 Units (the “Over-Allotment Units”), generating gross proceeds of $22,500,000.

 

As previously reported on a Current Report on Form 8-K of the Company filed on May 18, 2021, on May 11, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 555,000 units (the “Private Placement Units”) to B. Riley Principal 250 Sponsor Co., LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,550,000. On June 14, 2021, simultaneously with consummation of the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 45,000 Private Placement Units to the Sponsor, generating gross proceeds of $450,000.

 

A total of $172,500,000, comprised of $169,050,000 of the proceeds from the IPO and the sale of the Over-Allotment Units and $3,450,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 

An audited balance sheet as of May 11, 2021 reflecting receipt as a result of the IPO of the proceeds upon consummation of the sale of the Units and of the 555,555 Private Placement Units on May 11, 2021, was previously filed on a Current Report on Form 8-K on May 18, 2021. The Company’s unaudited pro forma balance sheet as of May 11, 2021, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and of the 45,000 Private Placement Warrants on the same day, is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

A copy of the press release issued by the Company announcing the exercise of the over-allotment option is attached hereto as Exhibit 99.2.

  

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

  

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Unaudited Pro Forma Balance Sheet as of May 11, 2021.
99.2		Press Release, dated June 17, 2021.

 

 

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 250 MERGER CORP.
	By:	/s/ Daniel Shribman
		Name:	Daniel Shribman
		Title:	Chief Executive Officer and Chief Financial Officer
Dated: June 17, 2021

 

 

3

Exhibit 99.1

 

B. RILEY PRINCIPAL 250 MERGER CORP.

PRO FORMA BALANCE SHEET

 

		Actual				Pro Forma
		May 11, 2019				Adjustments (Unaudited)				As Adjusted (Unaudited)
Assets
Current assets:
Cash		$	2,528,144							$	2,528,144
Prepaid expenses			867,926								867,926
Total current assets			3,396,070								3,396,070
Cash held in Trust Account			150,000,000			$	450,000	(a)			172,500,000
							22,500,000	(b)
							(450,000	)(c)
Total assets		$	153,396,070			$	22,500,000			$	175,896,070
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses		$	1,242,251							$	1,242,251
Due to related party			1,448								1,448
Note payable - related party			100,000								100,000
Warrant liability			4,827,600			$	711,900	(d)			5,539,500
Total liabilities			6,171,299				711,900				6,883,199
Commitments
Class A common stock subject to possible redemption; 14,222,477 and 16,401,287 shares (at redemption value of approximately $10 per share), actual and as adjusted			142,224,770				21,788,100	(e)			164,012,870
Stockholder’s equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—				—				—
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,332,523 and 1,448,713 shares issued and outstanding (excluding 14,222,477 and 16,401,287 subject to redemption), actual and as adjusted			133				5 225 (218	(a) (b) )(e)			145
Class B Common stock, $0.0001 par value; 25,000,000 shares authorized; 4,312,500 issued and outstadning			375								375
Additional paid-in capital			5,140,013				449,995	(a)			5,140,001
							22,499,775	(b)
							(450,000	)(c)
							(711,900	)(d)
							(21,787,882	)(e)
Accumulated deficit			(140,520	)							(140,520	)
Total stockholders’ equity			5,000,001				—				5,000,001
Total liabilities and stockholders’ equity		$	153,396,070			$	22,500,000			$	175,896,070

 

 

B. RILEY PRINCIPAL 250 MERGER CORP.

NOTE TO PRO FORMA BALANCE SHEET

(Unaudited)

 

 

NOTE 1 - CLOSING OF EXERCISE OF OVERALLOTMENT OPTION, ADDITIONAL PRIVATE PLACEMENT AND FORFEITED SHARES

 

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of the B. Riley Principal 250 Merger Corp. (the “Company”) as of May 11, 2021, adjusted for the closing of the underwriters’ exercise of their overallotment option and related transactions which occurred on June 14, 2021 as further described below.

 

On June 14, 2021, the Company consummated the closing of the sale of 2,250,000 additional Units upon receiving notice of the underwriters’ election to exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $22,500,000 and incurred additional offering costs of $450,000 in underwriting fees. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 45,000 Private Placement Units to the Sponsor, generating gross proceeds of $450,000. Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:

 

		Pro Forma Entries		Debit				Credit
(a)		Cash held in Trust Account		$	450,000
		Common Stock - Class A						$	5
		Additional paid-in capital						$	449,995
		To record the sale of 45,000 Private Placement Units at $10.00 per Unit.
(b)		Cash held in Trust Account		$	22,500,000
		Common Stock - Class A						$	225
		Additional paid-in capital						$	22,499,775
		To record the sale of 2,250,000 Overallotment Units at $10.00 per Unit.
(c)		Additional paid-in capital		$	450,000
		Cash held in Trust Account						$	450,000
		To record payment of 2% of cash underwriting fee on overallotment option.
(d)		Additional paid-in capital		$	711,900
		Warrant liability						$	711,900
		To record warrant liability for additional private warrants issued from the private placement and public warrants from the overallotment option.
(e)		Common Stock - Class A		$	218
		Additional paid-in capital		$	21,787,882
		Class A Common stock subject to possible redemption						$	21,788,100
		To record reclassification of 2,178,810 shares of Common Stock subject to redemption as a result of the exercise of the overallotment option.

 

 

 

 

Exhibit 99.2

 

B. Riley Principal 250 Merger Corp. Closes Full Exercise of IPO Overallotment Option

 

NEW YORK, June 17, 2021 /PRNewswire/ -- B. Riley Principal 250 Merger Corp. (the "Company") (NASDAQ: BRIVU, BRIVW, BRIV), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (NASDAQ: RILY), today announced that on June 14, 2021, the underwriters of its previously announced initial public offering of units consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, exercised their option to purchase an additional 2,250,000 shares at the public offering price of $10.00 per share, resulting in additional gross proceeds of approximately $22.5 million.

 

After giving effect to the full exercise of the overallotment option, the total number of shares sold in the public offering increased to 17,250,000 shares and gross proceeds into the trust increased to approximately $172.5 million. On June 14, 2021, simultaneously with the underwriters’ exercise of the overallotment option, the Company consummated a private sale of an additional 45,000 private placement units to B. Riley Principal 250 Sponsor Co., LLC, the sponsor, at a purchase price of $10.00 per private placement unit, generating gross proceeds of $450,000.

 

B. Riley Securities, Inc. acted as the sole book-running manager for the offering.

 

The offering was made by means of a prospectus. Copies of the prospectus relating to this offering 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 [email protected].

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC"). 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.

 

About B. Riley Principal 250 Merger Corp.

B. Riley Principal 250 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. 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 $800 million to $2 billion. 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/principal250mergercorp/ for more information.

 

Contacts

 

Investors:

Dan Shribman

[email protected]

(212) 457-3300

 

Media:

Jo Anne McCusker

[email protected]

(646) 885-5425

 

SOURCE B. Riley Principal 250 Merger Corp.

 

Related links: https://brileyfin.com/principal250mergercorp

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