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United States securities and exchange commission logo
March 30, 2022
Melissa Berube
General Counsel
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re: Eos Energy
Enterprises, Inc.
Registration
Statement on Form S-3
Filed March 4, 2022
File No. 333-263298
Dear Ms. Berube:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed March 4, 2022
General
1. The registration
statement registers a resale offering of the convertible notes by selling
securityholders. The
legality opinion indicates a primary offering of convertible notes.
Please revise as
appropriate to reconcile this discrepancy.
2. Please tell us on what
registration statement or exemption you will rely to offer and sell
the shares underlying
the convertible notes to subsequent investors. Revise your
disclosure, fee table
and legality opinion, as appropriate.
3. We note that your
registration statement incorporates by reference your Form 10-K for the
fiscal year ended
December 31, 2021, which in turn incorporates by reference
certain Part III
information from a definitive proxy statement that you have not yet filed.
Melissa Berube
Eos Energy Enterprises, Inc.
March 30, 2022
Page 2
Please be advised that we cannot accelerate the effective date of your
registration
statement until you have amended your Form 10-K to include the Part III
information or
have filed a definitive proxy statement which includes such information.
For guidance,
please refer to Question 123.01 of the Securities Act Forms Compliance
and Disclosure
Interpretations.
4. Please revise the exhibit index to refer to the legality opinions for the
prior Registration
Statements on Form S-1 referenced prior to your prospectus cover page.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Patrick Fullem at (202) 551-8337 or Geoffrey Kruczek at
(202) 551-3641
with any questions.
Sincerely,
FirstName LastNameMelissa Berube
Division of
Corporation Finance
Comapany NameEos Energy Enterprises, Inc.
Office of
Manufacturing
March 30, 2022 Page 2
cc: Roshni Banker Cariello
FirstName LastName