UNITED 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): March 22, 2021

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)

13211 Merriman Road

Livonia, Michigan 48150

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (248) 449-6700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 8.01.    Other Events.

On March 22, 2021, Alta Equipment Group Inc. (the “Company”) filed a definitive Schedule 14C Information Statement (the “Information Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) describing the mandatory exchange (the “Exchange”) of the Company’s outstanding warrants (the “Warrants”) for shares of the Company’s common stock (the “Warrant Shares”) at an exchange ratio of 0.263 shares of common stock per Warrant.  The Company mailed the Information Statement to the holders of the Warrants on March 22, 2021. The Exchange is provided for in Amendment No. 1 (the “Amendment”) to the Warrant Agreement (as defined below), dated March 3, 2021, between the Company (f/k/a B. Riley Principal Merger Corp. (“BRPM”)) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), amending the warrant agreement, dated as of April 8, 2019 (the “Warrant Agreement”), by and between BRPM and the Warrant Agent. This Current Report on Form 8-K constitutes the public announcement of the Exchange pursuant to the Amendment. The Exchange will become effective on April 12, 2021, the next business day following the twentieth calendar day after the mailing of the Information Statement to the holders of the Warrants (the “Effective Date”). As of March 15, 2021, there were 8,668,746 Warrants outstanding, which will be converted into approximately 2,279,880 Warrant Shares on the Effective Date in accordance with the Amendment.

Forward-Looking Statements

This current report on 8-K contains “forward-looking statements” within the meaning of the federal securities laws. These statements can be identified by the Company’s use of the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. These forward-looking statements are based on information available as of the date of this report and management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. For a further description of such factors, you should read the Company’s filings with the SEC. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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