Current Report Filing (8-k)
November 22 2021 - 4:06PM
Edgar (US Regulatory)
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2021-11-19
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2021-11-19
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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): November 22, 2021 (November
19, 2021)
B.
RILEY PRINCIPAL 250 MERGER CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-40389
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85-1635003
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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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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
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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-third of one redeemable warrant
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BRIVU
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The Nasdaq Stock Market
LLC
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Class
A common stock, par value $0.0001 per share
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BRIV
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The Nasdaq Stock Market
LLC
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Warrants,
each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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BRIVW
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The Nasdaq Stock Market
LLC
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Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In
connection with the preparation of the financial statements of B. Riley Principal 250 Merger Corp. (the “Company”) for the
quarter ended September 30, 2021, the management of the Company re-evaluated the Company’s application of ASC 480-10-S99-3A to
its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”),
issued as part of the units sold in the Company’s initial public offering (the “IPO”) on May 11, 2021. Historically,
a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the
basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001,
as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation,
the Company’s management has determined that the Public Shares include certain provisions that require classification of all of
the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter.
Therefore,
on November 19, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit
Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting
firm, concluded that the Company’s previously issued (i) audited balance sheet as of May 11, 2021, included in the Company’s
Current Report on Form 8-K, filed with the SEC on May 18, 2021, (ii) unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 9, 2021 (collectively, the “Affected
Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the
Company intends to restate its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2021, to be filed with the SEC on or before November 19, 2021 (the “Third Quarter 10-Q”).
The
Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established
in connection with the IPO (the “Trust Account”).
The
Company’s management has concluded that in light of the classification error described above, a material weakness exists in the
Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material weakness will be described in more detail in the Third Quarter 10-Q.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Marcum.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical
financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with
respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form
8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume
any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers
are cautioned not to put undue reliance on forward-looking statements.
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 250 MERGER CORP.
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By:
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/s/
Daniel Shribman
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Name:
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Daniel Shribman
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Title:
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Chief Executive Officer and
Chief Financial Officer
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Dated: November 22, 2021
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