UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~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): December ~~November 22~~21, ~~2021~~2022 (~~November 19~~December 16, ~~2021~~2022)

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)~~Applicable

~~Check the~~(Former ~~appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under~~since ~~any~~last ~~of the following provisions:~~report)

☐Check the ~~Written~~appropriate ~~communications~~box ~~pursuant~~below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

☐ 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))

☐ 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 4 5.0207. ~~Non-Reliance~~Submission onof ~~Previously~~Matters ~~Issued~~to ~~Financial Statements or~~ a ~~Related~~Vote ~~Audit~~of ~~Report~~Security ~~or Completed Interim Review~~Holders.

~~In connection~~On ~~with~~December ~~the~~16, ~~preparation~~2022, ~~of the financial statements of~~ B. Riley Principal 250 Merger Corp. (the “Company”) ~~for~~held ~~the quarter~~its ~~ended~~annual ~~September~~meeting ~~30,~~for ~~2021,~~2022 (the ~~management~~“Annual ofMeeting”). At the ~~Company~~Annual ~~re-evaluated~~Meeting, ~~the~~a ~~Company’s~~total ~~application~~ of ~~ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock~~20,265,756 ~~par value $0.0001 per share~~ (~~the “Public Shares”~~91.442%)~~, issued~~ ~~as part~~ of the ~~units sold in the~~ Company’s ~~initial~~issued ~~public~~and ~~offering~~outstanding ~~(the~~shares ~~“IPO”)~~of oncommon ~~May~~stock ~~11,~~held ~~2021.~~of ~~Historically,~~record aas ~~portion~~ of ~~the~~November ~~Public~~10, ~~Shares~~2022 ~~was~~were ~~classified~~present asvirtually ~~permanent~~or ~~equity~~by toproxy. ~~maintain~~The ~~stockholders~~Company’s ~~equity~~stockholders ~~greater~~voted ~~than $5,000,000~~ on the ~~basis~~ ~~that~~following ~~the~~proposals ~~Company~~at ~~will~~the ~~not~~Annual Meeting, ~~redeem~~each ~~its~~of ~~Public~~which ~~Shares~~was described in anmore ~~amount~~detail ~~that would cause its net tangible assets to be less than $5,000,001, as described~~ in the Company’s ~~amended~~definitive ~~and~~proxy ~~restated~~statement ~~certificate~~filed ofwith ~~incorporation (~~the ~~“Charter”)~~U.S. ~~Pursuant~~Securities ~~to such re-evaluation,~~and ~~the~~Exchange ~~Company’s~~Commission ~~management~~on ~~has~~November ~~determined~~16, 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 Charter2022.

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 upon1. AsThe ~~such,~~Director ~~the Company~~Election 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”).Proposal

~~The~~To elect Samuel McBride and ~~Company~~Timothy ~~does~~Presutti ~~not~~to ~~expect~~serve ~~any~~as ofClass I directors until the ~~above~~second ~~changes~~annual ~~will~~meeting ~~have~~following ~~any~~the ~~impact~~Annual onMeeting ~~its~~or ~~cash~~until ~~position~~their respective successors are duly elected and ~~cash~~qualified. ~~held~~Each inof ~~the~~Samuel ~~trust~~McBride ~~account~~and ~~established in~~Timothy ~~connection~~Presutti ~~with~~was elected to serve as a Class I director until the ~~IPO~~second (annual meeting following the ~~“Trust~~Annual ~~Account”)~~Meeting or until his successor is duly elected and qualified. Set forth below are the results of the stockholder vote for each director nominee:

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.

Director

Votes For

Votes Withheld

Broker Non-
Votes

Samuel McBride

14,221,039

2,397,908

3,646,809

Timothy Presutti

13,371,991

3,246,956

3,646,809

2. The ~~Company’s~~ ~~management~~Auditor ~~and~~Ratification ~~the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.~~Proposal

~~Forward-Looking~~To ratify the appointment ~~Statements~~of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified. Set forth below are the results of the stockholder vote on this proposal:

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.

Votes For		Votes Against		Abstentions
20,247,369		11,155		7,232

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: November 22, 2021

2 Dated: December 21, 2022

Filing Compare · B. Riley Principal 250 Merger Corp.