0001213900-20-013013.txt : 20200519 0001213900-20-013013.hdr.sgml : 20200519 20200519215009 ACCESSION NUMBER: 0001213900-20-013013 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200519 FILED AS OF DATE: 20200519 DATE AS OF CHANGE: 20200519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 20895599 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER NAME: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Principal Sponsor Co. II, LLC CENTRAL INDEX KEY: 0001811637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 20895600 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (212) 457-3300 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY PRINCIPAL INVESTMENTS, LLC CENTRAL INDEX KEY: 0001776226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 20895601 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: B. Riley Principal Merger Corp. II CENTRAL INDEX KEY: 0001805077 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (212) 457-3300 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 21TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 3 1 ownership.xml X0206 3 2020-05-19 0 0001805077 B. Riley Principal Merger Corp. II BMRG 0001464790 B. Riley Financial, Inc. 21555 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS CA 91367 0 0 1 0 0001811637 B. Riley Principal Sponsor Co. II, LLC C/O B. RILEY PRINCIPAL MERGER CORP. II 299 PARK AVENUE, 21ST FLOOR NEW YORK NY 10171 0 0 1 0 0001776226 B. RILEY PRINCIPAL INVESTMENTS, LLC C/O B. RILEY FINANCIAL, INC. 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS CA 91367 0 0 1 0 Class B Common Stock Class A Common Stock 4641250 I By B. Riley Principal Sponsor Co. II, LLC The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333- 237812) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 656,250 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. B. Riley Principal Investments, LLC ("BRPI") is the sole member of B. Riley Principal Sponsor Co. II, LLC (the "Sponsor") and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Each of BRPI and BRF disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. /s/ Yael Steiner, Attorney-in-Fact for B. Riley Financial, Inc. 2020-05-19 /s/ Yael Steiner, Attorney-in-Fact for B. Riley Principal Sponsor Co. II, LLC 2020-05-19 /s/ Yael Steiner, Attorney-in-Fact for B. Riley Principal Investments, LLC 2020-05-19 EX-24.1 2 ea122154ex24-1_briley2.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Yael Steiner, Audrey Bae, Veronique Laverdure and Mary Ann Casey, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of B. Riley Principal Merger Corp. II (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: May 18, 2020

 

  B. RILEY FINANCIAL, INC.
     
  By: /s/ Phillip Ahn
    Name:   Phillip Ahn
    Title: CFO

 

 EX-24.2 3 ea122154ex24-2_briley2.htm POWER OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Yael Steiner, Audrey Bae, Veronique Laverdure and Mary Ann Casey, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of B. Riley Principal Merger Corp. II (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: May 6, 2020

 

  B. RILEY PRINCIPAL SPONSOR CO. II, LLC
     
  By: /s/ Phillip Ahn
    Name:  Phillip Ahn
    Title: Authorized Signatory

 

 EX-24.3 4 ea122154ex24-3_briley2.htm POWER OF ATTORNEY

Exhibit 24.3

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Yael Steiner, Audrey Bae, Veronique Laverdure and Mary Ann Casey, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of B. Riley Principal Merger Corp. II (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: May 18, 2020

 

  B. RILEY PRINCIPAL INVESTMENTS, LLC
   
  By: /s/ Daniel Shribman
    Name:  Daniel Shribman
    Title: President