SecProbe.io

March 14, 2019
Kenneth Young
Chief Executive Officer
B. Riley Principal Merger Corp.
299 Park Avenue
New York, NY 10171
Re:B. Riley Principal Merger Corp.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted March 8, 2019
CIK No. 0001759824
Dear Mr. Young:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action,” subject to certain exceptions.  We also note the statement in Article XII of your
amended and restated certificate of incorporation that for "any claim arising under the
federal securities laws...the federal district court for the District of Delaware shall be the
sole and exclusive forum."  Please disclose in your registration statement whether this
provision applies to actions arising under the Securities Act or Exchange Act.  If so,
please also state that there is uncertainty as to whether a court would enforce such
provision.  If the provision applies to Securities Act claims, please also state that

 FirstName LastNameKenneth Young
 Comapany NameB. Riley Principal Merger Corp.
 March 14, 2019 Page 2
 FirstName LastName
Kenneth Young
B. Riley Principal Merger Corp.
March 14, 2019
Page 2
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder.  In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please ensure that the exclusive forum
provision in the governing documents, and the related registration statement
disclosures, state this clearly.
            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