What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-18 compared with 2020-03-25 · 15 added, 118 removed, 2 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

common stock and public warrants trade on the NYSE under the symbols “ALTG”

and “ALTG WS,”

respectively.

BRPM’s units, shares of Class A common stock and warrants were traded on the NYSE under the symbols “BRPM.

“BRPM WS”

and “BRPM,”

respectively, prior to the consummation of the business combination.

March 23, 2020, there were 44 holders of record of our common stock and 29 holders of record of our warrants.

have not paid any cash dividends on our common stock to date and BRPM did not pay cash dividends prior to the consummation of

the business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,

capital requirements and general financial condition.

The payment of any cash dividends will be within the discretion of our board

of directors.

In addition, our board of directors is not currently contemplating and does not anticipate declaring stock dividends

in the foreseeable future.

Authorized for Issuance Under Equity Compensation Plans

of December 31, 2019, BRPM did not have any equity compensation plans.

Sales of Unregistered Securities;

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “ALTG.” Our public warrants and depositary shares are traded on the NYSE under the symbols “ALTG.WS” and “ALTG PR A”, respectively.

As of March 15, 2021, there were 23 holders of record of our common stock, 14 holders of record of our warrants, and 1 holder of record of our depositary shares.

We have not paid any cash dividends on our common stock to date.

The Series A Preferred Stock underlying our depositary shares accrues a dividend equivalent to $25,000.00 liquidation preference ($25.00 per depositary share) per year (equivalent to $2,500 or $2.50 per depositary share).

The payment of cash dividends in the future including payment of accrued dividends related to the depositary shares, will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.

The payment of any cash dividends will be within the discretion of our board of directors.

Securities Authorized for Issuance Under Equity Compensation Plans

The information called for by this item regarding equity compensation plans is incorporated by reference to Part III, Item 12 of this Annual Report on Form 10-K.

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

than the founder shares and private placement units as disclosed, we did not sell any securities that were not registered under

the Securities Act during the period covered by this Annual Report on Form 10-K.

We did not issue any equity securities during the year ended December 31, 2020 that were not registered under the Securities Act and that have not otherwise been described in a Quarterly Report on Form 10-Q or a Periodic Report on Form 8-K.

Securities Repurchases

None during the fourth quarter of fiscal year 2020.

Selected Financial Data.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,”

“our,”

“us”

or “we”

refer to Alta Equipment Group Inc.

The following

discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere

in this Annual Report on Form 10-K.

This discussion contains forward-looking statements reflecting our current expectations, estimates

and assumptions concerning events and financial trends that may affect our future operating results or financial position.

results and the timing of events may differ materially from those contained in these forward-looking statements due to a number

of factors, including those discussed in the sections entitled “Risk Factors”

and “Forward-Looking Statements”

appearing elsewhere in this Annual Report on Form 10-K.

was formed as a blank check company incorporated on October 30, 2018 as a Delaware corporation formed for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses

(the “business combination”).

On November 14, 2018, GA International Services Corp.

(“GA International”),

a California corporation, owned by Great American Group, LLC (“Great American”), a wholly owned subsidiary of B.

Financial, Inc.

Riley Financial”) merged into BRPM.

GA International operated as GA International Services, LLC,

a former California limited liability company, from the date of its incorporation on October 9, 2012 through November 5, 2018,

the date it was converted from a limited liability company to a California corporation.

All of the membership interests in GA

International Services, LLC were issued to Great American in 2012.

Based on its business activities, BRPM was a “shell company”

as defined under the Exchange Act because it had no operations and nominal assets consisting almost entirely of cash.

consummation of the business combination, the Company did not engage in any operations nor generated any revenue.

April 11, 2019, the Company consummated its initial public offering (the “initial public offering”) of 14,375,000

units (the “units”), including the issuance of 1,875,000 units as a result of the underwriters’

their over-allotment option.

Each unit consisted of one Class A common stock and one-half of one redeemable warrant.

warrant entitled the holder thereof to purchase one Class A common stock at a price of $11.50 per share.

The units were sold at

an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $143,750,000.

In connection with our initial

formation in 2012, a wholly-owned subsidiary of B.

Riley Financial which is the parent of our Sponsor was issued all of our outstanding

Prior to the consummation of the initial public offering, in November, 2018, we conducted a 1:3,593,750 stock split and

reclassification of our common stock, resulting in our sole stockholder owning 3,593,750 founder shares.

On March 12, 2019, 20,000

founder shares were transferred to each of Patrick J.

Bartels, Jr., James L.

Kempner, Timothy M.

Presutti and Robert Suss, then

our independent directors, at their par value, and on April 4, 2019, the remaining 3,513,750 founder shares were contributed to

The number of founder shares outstanding was determined based on the expectation that the founder shares would represent

20% of the outstanding shares after the IPO.

As such, our initial stockholders collectively own founder shares representing 20%

of our issued and outstanding shares, excluding the private placement shares underlying the private placement units.

Up to 468,750

founder shares were subject to forfeiture by our sponsor depending on the extent to which the underwriters’

over-allotment

option was exercised so that our initial stockholders would maintain ownership of founder shares representing 20% of our common

stock after the IPO excluding the private placement shares underlying the private placement units.

As the underwriters exercised

their over-allotment option in full, such shares are no longer subject to forfeiture.

Simultaneously

with the closing of the initial public offering, we consummated the private placement (“private placement”) of 462,500

private placement units (“private placement units”), including the issuance of 37,500 private placement units as a

result of the underwriter’s exercise of their over-allotment option, each exercisable to purchase one share of Class A common

stock and one-half of one redeemable warrant at $11.50 per share, to the Sponsor at a price of $10.00 per unit, generating gross

proceeds of approximately $4.625 million.

the closing of the initial public offering (including the over-allotment) and the private placement on April 11, 2019, approximately

$143,750,000 from the net proceeds of the sale of the units in the initial public offering and the private placement was placed

in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust

Account”).

The funds in the Trust Account were invested in U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act, with maturities of 180 days or less or in any open-ended investment company that holds

itself out as a money market fund meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment

Company Act, as determined by us, until the earlier of:

(i) the completion of an initial business combination and (ii) the distribution

of the funds in the Trust Account.

December 12, 2019, BRPM entered into the Agreement and Plan of Merger (the “Merger Agreement”) with BR Canyon Merger

Sub Corp., a Delaware corporation and wholly owned subsidiary of BRPM (“Merger Sub”), Alta Equipment Holdings Inc.,

a Michigan corporation (“Alta”) and Ryan Greenawalt.

February 11, 2020, the business combination was approved by the stockholders of BRPM at the special meeting of stockholders.

connection with the business combination, 1,049,036 shares of the Company’s common stock were redeemed at a per share price

of approximately $10.14.

February 14, 2020 (the “Closing Date”), we consummated the business combination, pursuant to which the Company acquired

In connection with the closing of the business combination (the “Closing”), pursuant to the Merger Agreement,

Merger Sub merged with and into Alta, with Alta surviving the merger in accordance with the Delaware General Corporation Law as

a wholly owned subsidiary of the Company (the “Merger”).

Immediately after the Closing, we had 29,511,359 shares of

common stock outstanding, 16,884,213 of which were held by non-affiliates of the Company.

the time of our IPO, we entered into the forward purchase agreement which provided for the purchase, immediately prior to the

closing of the business combination, by BRPI, an affiliate of the Sponsor, or its designees of $25,000,000 of our units at a price

of $10.00 per unit, or an aggregate of 2,500,000 units, each comprised of one share of Class A common stock and one-half of one

On February 14, 2020, in connection with the forward purchase agreement, BRPI purchased 2,500,000 units at a price of

$10.00 per unit for an aggregate purchase price of $25,000,000 in a private placement that took place concurrently with the close

of the initial business combination.

Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity