UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): February 14, 2020

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)

13211 Merriman Road

Livonia, Michigan 48150

(Address of Principal Executive Offices) (Zip Code)

(248) 449-6700

(Registrant’s telephone number, including area code)

B. Riley Principal Merger Corp.

299 Park Avenue, 21^st Floor

New York, New York 10171

(Former Name or Former Address, if Changed Since Last Report)

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) to Alta Equipment Group Inc.’s (“Alta” or the “Company”) Current Report on Form 8-K, originally filed on February 14, 2020 (the “Original Form 8-K”), is being filed solely for the purpose of: (i) amending the historical financial statements provided under Item 9.01(a) in the Original Form 8-K to include the audited consolidated financial statements of Alta as of and for the years ended December 31, 2019 and 2018; and (ii) including Alta’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2019 and 2018.

This Amendment No. 1 does not amend any other item of the Original Form 8-K or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Form 8-K. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Form 8-K.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of Alta as of and for the years ended December 31, 2019 and 2018 are attached hereto as Exhibit 99.1 and are incorporated by reference herein.

Alta’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2019 and 2018 is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

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.

Date: March 25, 2020