SecProbe.io

January 30, 2019
Kenneth Young
Chief Executive Officer
B. Riley Principal Merger Corp.
299 Park Avenue
New York, NY 10171
Re:B. Riley Principal Merger Corp.
Draft Registration Statement on Form S-1
Submitted December 10, 2018
CIK No. 0001759824
Dear Mr. Young:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Business Combination Process, page 6
1.We note your statement that your sponsor and each of your officers "have agreed not to
participate in the formation of, or become a sponsor or officer of, any other special
purpose acquisition company with a class of securities registered under the Securities
Exchange Act of 1934" until you have entered into a definitive agreement for an initial
business combination or failed to complete an initial business combination within 24
months of the closing of the offering.  Please clarify that, if true, this agreement includes
SPAC transactions implicating the Securities Act of 1933.

 FirstName LastNameKenneth Young
 Comapany NameB. Riley Principal Merger Corp.
 January 30, 2019 Page 2
 FirstName LastName
Kenneth Young
B. Riley Principal Merger Corp.
January 30, 2019
Page 2
2.We note your statement that your certificate of incorporation will provide that you
renounce interests in any corporate opportunity offered to any director or officer "unless
such opportunity is expressly offered to such person solely in his or her capacity as a
director or officer of our company."  Given the overlap and affiliation between your
management, the sponsor, and the underwriter, please explain in detail how you will
determine the scope of this renunciation.  Explain how you intend to delineate roles or
establish meaningful guidelines for defining the sole capacity of a director or officer of
your company.  Consider adding a risk factor regarding the potential difficulties in
determining when an opportunity is presented in a specific capacity.
Management
Audit Committee, page 108
3.Please clarify the status of the audit committee members' relationship with your sponsor.
That is, please clarify whether the members of the audit committee will be independent of
your sponsor, affiliated with your sponsor, etc.  Please also clarify if there will be any
relationship between any audit committee members and your underwriter.
Underwriting (Conflicts of Interest), page 141
4.We note your discussion of conflicts of interest in the underwriting context.  Please clarify
if, as in the case of conflicts with your sponsor, you have identified a mechanism to
resolve conflicts of interest between the underwriter and the company.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact William Mastrianna,
Attorney-Adviser, at (202) 551-3778 or Celeste M. Murphy, Legal Branch Chief, at (202) 551-
3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Daniel Nussen