8 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: Founder Shares and Subscription Agreements
−Removed: In connection with BMRG’s initial formation in June 2019, a wholly-owned subsidiary of B.
−Removed: Riley Financial (which is the parent of the Sponsor) was issued all of BMRG’s outstanding equity.
−Removed: All founder shares were contributed to the Sponsor in January 2020, resulting in the Sponsor directly and B.
−Removed: Riley Financial indirectly owning all outstanding founder shares.
−Removed: On February 3, 2020, BMRG conducted a 1:575 stock split and reclassification of BMRG’s common stock such that the Sponsor directly and B.
−Removed: Riley Financial indirectly continued to own all 5,750,000 outstanding founder shares.
−Removed: On April 21, 2020, 20,000 founder shares were transferred to each of Patrick Bartels, Jamie Kempner, Timothy Presutti and Robert Suss, BMRG’s independent director nominees, at their par value.
−Removed: On May 19, 2020, the Sponsor returned 718,750 founder shares to BMRG for cancellation.
−Removed: 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 excluding the Private Placement Shares underlying the Private Placement Units.
−Removed: On May 28, 2020, the Sponsor forfeited 656,250 founder shares in connection with the determination by the underwriters of the IPO not to exercise their over-allotment option in whole or in part, resulting in a total of 4,375,000 founder shares outstanding.
−Removed: Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 650,000 Private Placement Units at $10.00 per Private Placement Unit ($6,500,000 in the aggregate).
−Removed: Each Private Placement Unit consisted of one share of common stock and one-half of one Private Placement Warrant.
−Removed: Each whole Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share.
−Removed: The proceeds from the Private Placement Units were added to the proceeds from the IPO held in the trust account.
−Removed: The Private Placement Units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
−Removed: Business Combination and PIPE Investment
−Removed: On November 16, 2020, immediately prior to the Closing, BMRG issued to a number of purchasers (each, a “PIPE Investor”) an aggregate of 4,000,000 shares of BMRG’s Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $40,000,000, pursuant to separate subscription agreements (each, a “Subscription Agreement”).
−Removed: Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares.
−Removed: The shares of Class A common stock issued to the PIPE Investors pursuant to the Subscription Agreements were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
−Removed: Upon the Closing, (i) all shares of BMRG’s Class B common stock were reclassified to Class A common stock;
−Removed: and (ii) immediately following this reclassification, all shares of BMRG’s Class A common stock were reclassified to our common stock.
−Removed: The shares of Class A common stock issued upon reclassification of the Class B common Stock were not registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
−Removed: The securities issued to the former equity holders of BMRG pursuant to the Merger Agreement were registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
−Removed: The PIPE Shares issued to the PIPE Investors pursuant to the Subscription Agreements have been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
−Removed: Stock Performance Graph
−Removed: The following performance graph shall not be deemed soliciting material or filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act.
−Removed: The following graph shows the cumulative total stockholder return on our Class A common stock, assuming $100 was invested on our first trading day, November 16, 2020.
−Removed: Our stock return is compared with the cumulative total return from the Russell 3000 Index and the Nasdaq Clean Edge Energy Index.
−Removed: The comparisons in the graph below are based upon historical data and are not indicative of future performance.
−Removed: SELECTED FINANCIAL DATA.
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.