Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-263298
Prospectus Supplement
(to Prospectus dated April 25, 2022)
EOS ENERGY ENTERPRISES, INC.
$300,000,000
Common Stock Preferred Stock
Senior Debt Securities
Offered by EOS Energy Enterprises, Inc.
7,001,751 Shares of Common Stock
Offered by EOS Energy Enterprises, Inc. Upon Exercise of Warrants
39,145,143 Shares of Common Stock
325,000 Warrants to Purchase Shares of Common Stock
$130,350,642 5%/6% Convertible Senior PIK Toggle Notes Due 2026
Offered by the Selling Securityholders Named Herein
This prospectus supplement supplements the prospectus dated April 25, 2022 (the “Prospectus”), which forms a part of registration statement on Form S-3 (No. 333-263298) (the “Registration Statement”) filed by Eos Energy Enterprises, Inc., a Delaware corporation (the “Company,” “we,” “us,” “our,” and “Eos”) with the Securities and Exchange Commission (the “Commission”). This prospectus supplement is provided solely to update the selling securityholders table in the Prospectus to reflect certain transfers or other assignments of (i) our outstanding 5%/6% Convertible Senior PIK Toggle Notes Due 2026 (the “notes”) from Spring Creek Capital, LLC (“Spring Creek”) to its affiliate, Wood River Capital, LLC (“Wood River”), and (ii) shares of our common stock, par value $0.0001 per share, beneficially owned by certain of the selling securityholders identified herein. The information with regard to the other selling securityholders is unchanged from the information contained in the Prospectus.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any subsequent amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. The information in this prospectus supplement modifies and supersedes, in part, the information in the Prospectus. Any information in the Prospectus that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this prospectus supplement. You should not assume that the information provided in this prospectus supplement or the Prospectus is accurate as of any date other than their respective dates. Neither the delivery of this prospectus supplement and Prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained in this prospectus supplement or the Prospectus is correct as of any time after the date of that information.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 18 of the Prospectus dated April 25, 2022, and the section entitled “Risk Factors” included in our Annual Report for the fiscal year ended December 31, 2021 dated February 25, 2022. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities nor passed upon the adequacy or accuracy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 10, 2022.
SELLING SECURITYHOLDERS
This prospectus also relates to the offer and resale from time to time by the selling securityholders named in this prospectus of up to 39,145,143 shares of common stock, up to 325,000 warrants and up to $130,350,642 principal amount of the notes, including up to (i) 4,950,000 shares of common stock and 325,000 warrants to purchase shares of common stock originally issued in connection with the initial public offering of B. Riley Principal Merger Corp. II, (ii) 325,000 shares of common stock issuable upon exercise of warrants originally issued in connection with the initial public offering of B. Riley Principal Merger Corp. II, (iii) 27,175,613 shares of common stock issued in connection with the consummation of our business combination with Eos Energy Storage LLC and the related private placement, (iv) 80,294 shares of common stock issuable upon satisfaction of certain vesting terms set forth in previously issued restricted stock units, and (v) 97,877 shares of common stock that have been or may be issued to certain of the selling securityholders upon exercise of options granted under the Eos Energy Enterprises, Inc. Amended and Restated 2012 Equity Incentive Plan, (vi) $102,900,000 principal amount of notes originally issued to Spring Creek pursuant to the Indenture, dated April 7, 2022, between Eos Energy Enterprises, Inc. and Wilmington Trust, National Association, as trustee, and the Investment Agreement dated July 6, 2021 (the “Investment Agreement”) with Spring Creek, which were transferred by Spring Creek to its affiliate, Wood River, (vii) a maximum of $27,450,642 principal amount of notes issuable to Wood River as future PIK interest payments on the notes and (viii) a maximum of 6,516,359 shares of common stock underlying the notes and issuable upon conversion of the notes, which may be sold by Wood River from time to time.
The term “selling securityholders” includes the securityholders listed in the tables in this section and their permitted transferees.
Beneficial Ownership of Common Stock and Warrants
The table below provides, as of the date of this prospectus supplement, information regarding the beneficial ownership of our common stock of each selling securityholder, the number of shares of common stock that may be sold by each selling securityholder under this prospectus and that each selling securityholder will beneficially own after this offering. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable. We have based percentage ownership on 58,503,554 shares of common stock outstanding as of May 25, 2022.
Because each selling securityholder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling securityholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the securities covered by this prospectus will be beneficially owned by the selling securityholder and further assumed that the selling securityholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling securityholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.
Selling securityholder information for each additional selling securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such selling securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling securityholder and the number of shares registered on its behalf. A selling securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”
2
|
Shares of Common Stock |
Warrants to Purchase Common Stock |
||||||||||||||||
|
Name |
Number Beneficially Owned Prior to Offering |
Number Registered for Sale Hereby |
Number Beneficially Owned After Offering |
Percent Owned After Offering |
Number Beneficially Owned Prior to Offering |
Number Registered for Sale Hereby |
Number Beneficially Owned After Offering |
Percent Owned After Offering |
|||||||||
| ACE Energy Efficiency SPC | 339,100 | 339,100 | – | * | – | – | – | * | |||||||||
| Acme Engineering, Inc.(1) | 29,446 | 29,446 | – | * | – | – | – | * | |||||||||
| Acme Operating Company(1) | 21,406 | 21,406 | – | * | – | – | – | * | |||||||||
| Adelaro US Limited(2) | 42,710 | 42,710 | – | * | – | – | – | * | |||||||||
| Agile Energy Limited(3) | 917 | 917 | – | * | – | – | – | * | |||||||||
| Alessandro Lagi | 72,620 | 72,620 | – | * | – | – | – | * | |||||||||
| Alina LLC(4) | 105,115 | 105,115 | – | * | – | – | – | * | |||||||||
| AltEnergy, LLC(5) | 2,408,585 | 2,408,585 | – | 4.1 | % | – | – | – | * | ||||||||
| AME Cloud Ventures(6) | 92,005 | 92,005 | – | * | – | – | – | * | |||||||||
| Andrew Kelleher | 152,148 | 152,148 | – | * | – | – | – | * | |||||||||
| Arthur Kressner | 3,976 | 3,976 | – | * | – | – | – | * | |||||||||
| Ashley Lalonde Trust under The Lalonde Children 2013 Trust(7) | 3,892 | 3,892 | – | * | – | – | – | * | |||||||||
| Asterra Holdings LLC(8) | 3,027 | 3,027 | – | * | – | – | – | * | |||||||||
| B. Riley Financial, Inc.(9) | 5,694,778 | 5,694,778 | – | 9.7 | % | 325,000 | 325,000 | – | * | ||||||||
| Trust accounts associated with Bryant Riley(10) | 45,000 | 45,000 | – | * | – | – | – | * | |||||||||
| Brian Hardwick(11) | 2,882 | 2,882 | – | * | – | – | – | * | |||||||||
| Beau Capital LLC(12) | 178,455 | 178,455 | – | * | – | – | – | * | |||||||||
| Beckett Austin Lenhart | 1,527 | 1,527 | – | * | – | – | – | * | |||||||||
| Ben Barclay | 917 | 917 | – | * | – | – | – | * | |||||||||
| Beusa Investment Tec LLC | 35,019 | 35,019 | – | * | – | – | – | * | |||||||||
| Brent Van Rastetter Revocable Trust | 14,091 | 14,091 | – | * | – | – | – | * | |||||||||
| Bruce Langone | 40,946 | 40,946 | – | * | – | – | – | * | |||||||||
| Cannonbury Invest Limited(13) | 122,260 | 122,260 | – | * | – | – | – | * | |||||||||
| Carl Ferenbach | 743,279 | 743,279 | – | 1.2 | % | – | – | – | * | ||||||||
| CAT3 LLC | 244,695 | 244,695 | – | * | – | – | – | * | |||||||||
| Chandler Kate Lenhart | 1,527 | 1,527 | – | * | – | – | – | * | |||||||||
| Charles DeCasteja | 2,388 | 2,388 | – | * | – | – | – | * | |||||||||
| Christopher Darnell | 85,454 | 85,454 | – | * | – | – | – | * | |||||||||
| Christopher Streeter | 11,369 | 11,369 | – | * | – | – | – | * | |||||||||
| Corinthian Investors LLC(14) | 32,809 | 32,809 | – | * | – | – | – | * | |||||||||
| Cova Funding LLC(15) | 34,098 | 34,098 | – | * | – | – | – | * | |||||||||
| Craig S. Tamchin SEP IRA | 2,786 | 2,786 | – | * | – | – | – | * | |||||||||
| David Cohen | 66,219 | 66,219 | – | * | – | – | – | * | |||||||||
| Daniel Eastman | 111,186 | 111,186 | – | * | – | – | – | * | |||||||||
| David Henry(16) | 20,178 | 20,178 | – | * | – | – | – | * | |||||||||
| David Schiff | 36,015 | 36,015 | – | * | – | – | – | * | |||||||||
| Daniel Shribman | 993,750 | 993,750 | – | 1.6 | % | – | – | – | * | ||||||||
| David T. Shipp | 2,599 | 2,599 | – | * | – | – | – | * | |||||||||
| Denman Street LLC(17) | 452,984 | 452,984 | – | * | – | – | – | * | |||||||||
| Douglas H. Phelps | 28,066 | 28,066 | – | * | – | – | – | * | |||||||||
| Douglas Kenneth Kennedy | 6,810 | 6,810 | – | * | – | – | – | * | |||||||||
| EES Management Holding(18) | 23,255 | 23,255 | – | * | – | – | – | * | |||||||||
| FGRK Lux Partners GP(19) | 18,499 | 18,499 | – | * | – | – | – | * | |||||||||
| Financiera Siacapital | 18,351 | 18,351 | – | * | – | – | – | * | |||||||||
| Fisher EOS LLC(20) | 394,607 | 394,607 | – | * | – | – | – | * | |||||||||
| Frank Genova | 11,369 | 11,369 | – | * | – | – | – | * | |||||||||
| Franziska Fortlouis | 6,996 | 6,996 | – | * | – | – | – | * | |||||||||
| George Adamson | 87,117 | 87,117 | – | * | – | – | – | * | |||||||||
| George Brokaw | 4,033 | 4,033 | – | * | – | – | – | * | |||||||||
| George Fina | 55,309 | 55,309 | – | * | – | – | – | * | |||||||||
| Gerard J. Berding | 19,952 | 19,952 | – | * | – | – | – | * | |||||||||
| Glenn Oztemel | 361,571 | 361,571 | – | * | – | – | – | * | |||||||||
| Global Equity Partners(21) | 11,726 | 11,726 | – | * | – | – | – | * | |||||||||
| Graham Sharp | 781,534 | 781,534 | – | 1.3 | % | – | – | – | * | ||||||||
| Great American Insurance Company(22) | 600,310 | 600,310 | – | 1.0 | % | – | – | – | * | ||||||||
| Great American Life Insurance Company(22) | 1,199,018 | 1,199,018 | – | 2.0 | % | – | – | – | * | ||||||||
| Greer Family Partners, LP(23) | 111,401 | 111,401 | – | * | – | – | – | * | |||||||||
| Halpern Family Trust(24) | 56,566 | 56,566 | – | * | – | – | – | * | |||||||||
| Harper Frances Lenhart | 1,527 | 1,527 | – | * | – | – | – | * | |||||||||
| Hawthorne II Investment LP(25) | 145,654 | 145,654 | – | * | – | – | – | * | |||||||||
3
|
Shares of Common Stock |
Warrants to Purchase Common Stock |
||||||||||||||||
|
Name |
Number Beneficially Owned Prior to Offering |
Number Registered for Sale Hereby |
Number Beneficially Owned After Offering |
Percent Owned After Offering |
Number Beneficially Owned Prior to Offering |
Number Registered for Sale Hereby |
Number Beneficially Owned After Offering |
Percent Owned After Offering |
|||||||||
| Hi-Med LLC(26) | 307,581 | 307,581 | – | * | – | – | – | * | |||||||||
| Hisham Al-Razzuqi | 22,935 | 22,935 | – | * | – | – | – | * | |||||||||
| Holtec International(27) | 478,556 | 478,556 | – | * | – | – | – | * | |||||||||
| Howard Weitmann | 20,000 | 20,000 | – | * | – | – | – | * | |||||||||
| Igor Heifetz | 9,574 | 9,574 | – | * | – | – | – | * | |||||||||
| James Hughes | 4,370 | 4,370 | – | * | – | – | – | * | |||||||||
| James Zweng(28) | 518 | 518 | – | * | – | – | – | * | |||||||||
| Jason J. Maney | 3,900 | 3,900 | – | * | – | – | – | * | |||||||||
| Jason Koy & Gabrielle Sitomer | 48,163 | 48,163 | – | * | – | – | – | * | |||||||||
| Jason S Kahan | 15,919 | 15,919 | – | * | – | – | – | * | |||||||||
| Jeremy Asher | 461 | 461 | – | * | – | – | – | * | |||||||||
| Jerry H. Labowitz | 288,655 | 288,655 | – | * | – | – | – | * | |||||||||
| Jerry Labowitz | 3,164 | 3,164 | – | * | – | – | – | * | |||||||||
| Joe Mastrangelo(29) | 79,546 | 79,546 | – | * | – | – | – | * | |||||||||
| Johannes Rittershausen | 22,626 | 22,626 | – | * | – | – | – | * | |||||||||
| John B. Berding Irrevocable Children’s Trust(30) | 313,640 | 313,640 | – | * | – | – | – | ||||||||||
| John Bernard Berding | 75,914 | 75,914 | – | * | – | – | – | * | |||||||||
| John Desmarais | 1,698,619 | 1,698,619 | – | 2.9 | % | – | – | – | * | ||||||||
| John T. Raymond 2012 Delaware Trust (31) | 22,906 | 22,906 | – | * | – | – | – | * | |||||||||
| John T. Raymond | 433,295 | 433,295 | – | * | – | – | – | * | |||||||||
| Jon S & Bettina E Reynertson, JTWROS | 144,094 | 144,094 | – | * | – | – | – | * | |||||||||
| Jonathan R. Darnell | 83,654 | 83,654 | – | * | – | – | – | * | |||||||||
| Joseph Berding | 24,368 | 24,368 | – | * | – | – | – | * | |||||||||
| Joshua Cole | 34,962 | 34,962 | – | * | – | – | – | * | |||||||||
| Joshua Fink | 16,678 | 16,678 | – | * | – | – | – | * | |||||||||
| Julie Sue Jones Revocable Trust | 14,092 | 14,092 | – | * | – | – | – | * | |||||||||
| Karl J. Grafe | 14,634 | 14,634 | – | * | – | – | – | * | |||||||||
| Ken Flechler | 11,273 | 11,273 | – | * | – | – | – | * | |||||||||
| Kenneth Langone | 55,116 | 55,116 | – | * | – | – | – | * | |||||||||
| Laurie M. Shahon | 15,206 | 15,206 | – | * | – | – | – | * | |||||||||
| Lawrence Summers | 3,057 | 3,057 | – | * | – | – | – | * | |||||||||
| Lisa Eng | 80,659 | 80,659 | – | * | – | – | – | * | |||||||||
| Mack Treece(32) | 748 | 748 | – | * | – | – | – | * | |||||||||
| Margaret Wood | 5,657 | 5,657 | – | * | – | – | – | * | |||||||||
| Matt Cribbins | 57,059 | 57,059 | – | * | – | – | – | * | |||||||||
| Matt Lenhart | 802 | 802 | – | * | – | – | – | * | |||||||||
| Matthew Feinberg | 50,000 | 50,000 | – | * | – | – | – | * | |||||||||
| Matthew G Cribbins | 4,071 | 4,071 | – | * | – | – | – | * | |||||||||
| Matthew Lenhart | 117,592 | 117,592 | – | * | – | – | – | * | |||||||||
| Michael Abbot | 152 | 152 | – | * | – | – | – | * | |||||||||
| Michael Jacob Kennedy | 10,768 | 10,768 | – | * | – | – | – | * | |||||||||
| Michael K. Barlow | 108,423 | 108,423 | – | * | – | – | – | * | |||||||||
| Michael Murray Gamson | 196,617 | 196,617 | – | * | – | – | – | * | |||||||||
| Michael Oster | 433,519 | 433,519 | – | * | – | – | – | * | |||||||||
| Milk Town Partners LLC(33) | 28,183 | 28,183 | – | * | – | – | – | * | |||||||||
| Milton Lewin | 1,025 | 1,025 | – | * | – | – | – | * | |||||||||
| Nicholas Donahue | 19,354 | 19,354 | – | * | – | – | – | * | |||||||||
| Nina Kennedy | 25,902 | 25,902 | – | * | – | – | – | * | |||||||||
| OCI Company Ltd.(34) | 45,425 | 45,425 | – | * | – | – | – | * | |||||||||
| Ospraie Partners LLC(35) | 337,854 | 337,854 | – | * | – | – | – | * | |||||||||
| Paradigm Partners, LP(36) | 111,061 | 111,061 | – | * | – | – | – | * | |||||||||
| Parker Lalonde Trust under The Lalonde Children 2013 Trust(7) | 3,892 | 3,892 | – | * | – | – | – | * | |||||||||
| Patrick J. Bartels, Jr. | 20,000 | 20,000 | – | * | – | – | – | * | |||||||||
| PAW Associates LLC(37) | 210,656 | 210,656 | – | * | – | – | – | * | |||||||||
| Pelican Capital Management LLC(38) | 28,183 | 28,183 | – | * | – | – | – | * | |||||||||
| Peter Fox-Penner | 1,527 | 1,527 | – | * | – | – | – | * | |||||||||
| Peter Greenleaf | 4,051 | 4,051 | – | * | – | – | – | * | |||||||||
| Peter Warner Davidson | 9,205 | 9,205 | – | * | – | – | – | * | |||||||||
PGF Family Corp(39) |
1,232,609 | 1,232,609 |
– |
2.1 | % | – |
– |
– |
* |
||||||||
4
|
Shares of Common Stock |
|
Warrants to Purchase Common Stock |
|||||||||||||||
|
Name |
Number Beneficially Owned Prior to Offering |
Number Registered for Sale Hereby |
Number Beneficially Owned After Offering |
Percent Owned After Offering |
Number Beneficially Owned Prior to Offering |
Number Registered for Sale Hereby |
Number Beneficially Owned After Offering |
Percent Owned After Offering |
|||||||||
| Philip Lobkowicz | 3,410 | 3,410 | – | * | – | – | – | * | |||||||||
| Phillippe Bouchard | 22,739 | 22,739 | – | * | – | – | – | * | |||||||||
| Pickwick Capital Partners, LLC | 578 | 578 | – | * | – | – | – | * | |||||||||
| Posner Foundation of Pittsburgh(40) | 648,198 | 648,198 | – | 1.1 | % | – | – | – | * | ||||||||
| Prisma Energy LLC | 387,612 | 387,612 | – | * | – | – | – | * | |||||||||
| Projector Holding LLC(41) | 27,682 | 27,682 | – | * | – | – | – | * | |||||||||
| Punjab Partners, LLC | 90,394 | 90,394 | – | * | – | – | – | * | |||||||||
| QIP Glidepath Series A LLC | 305,868 | 305,868 | – | * | – | – | – | * | |||||||||
| Randall A. Hack | 193,842 | 193,842 | – | * | – | – | – | * | |||||||||
| Randall A. Hack 2008 Long Term Trust | 55,724 | 55,724 | – | * | – | – | – | * | |||||||||
| Randy Brown | 10,485 | 10,485 | – | * | – | – | – | * | |||||||||
| Funds and accounts managed by Reservoir Capital(42) | 1,635,447 | 1,635,447 | – | 2.7 | % | – | – | – | * | ||||||||
| Richard T. Weiss 2006 Living Trust(43) | 85,574 | 85,574 | – | * | – | – | – | * | |||||||||
| Richard Wood | 5,691 | 5,691 | – | * | – | – | – | * | |||||||||
| Robert Logan | 8,517 | 8,517 | – | * | – | – | – | * | |||||||||
| Robert Suss | 20,000 | 20,000 | – | * | – | – | – | * | |||||||||
| Ross Pirasteh | 65,747 | 65,747 | – | * | – | – | – | * | |||||||||
| Sarathi Roy | 78,141 | 78,141 | – | * | – | – | – | * | |||||||||
| Sidamon-Eristoff Brothers, LLC(44) | 33,835 | 33,835 | – | * | – | – | – | * | |||||||||
| Sigmund Heller | 28,279 | 28,279 | – | * | – | – | – | * | |||||||||
| Singh Real Estate Enterprises Inc.(45) | 1,025,538 | 1,025,538 | – | 1.7 | % | – | – | – | * | ||||||||
| SKNS Advisory, LLC(46) | 27,861 | 27,861 | – | * | – | – | – | * | |||||||||
| Steven Chu | 1,441 | 1,441 | – | * | – | – | – | * | |||||||||
| Stephen E. Solms Family Trust U/A 1/30/2008(47) | 106,230 | 106,230 | – | * | – | – | – | * | |||||||||
| Stephen Hannan | 322,767 | 322,767 | – | * | – | – | – | * | |||||||||
| Tequesta Properties Inc(48) | 307,581 | 307,581 | – | * | – | – | – | * | |||||||||
| Tim Hoefer(49) | 692 | 692 | – | * | – | – | – | * | |||||||||
| The 2008 Stidolph Family Trust | 244,683 | 244,683 | – | * | – | – | – | * | |||||||||
| The Antonia Theodora Hellman 2021 Trust | 450,000 | 450,000 | – | * | – | – | – | * | |||||||||
| The Arianna Elena He-An Hellman 2021 Trust | 450,000 | 450,000 | – | * | – | – | – | * | |||||||||
| The Ethan Duncan He-Li Hellman 2021 Trust | 450,000 | 450,000 | – | * | – | – | – | * | |||||||||
| The Hsu-Hellman Family 2000 Trust(50) | 427,972 | 427,972 | – | * | – | – | – | * | |||||||||
| The Zissis Family Trust | 68,896 | 68,896 | – | * | – | – | – | * | |||||||||
| Thomas J. Keitel | 500 | 500 | – | * | – | – | – | * | |||||||||
| Thomas J. Keitel, J.R. | 7,342 | 7,342 | – | * | – | – | – | * | |||||||||
| Thomas Malcolm McAvity | 183,323 | 183,323 | – | * | – | – | – | * | |||||||||
| Thundering Elk, LLC(51) | 3,057 | 3,057 | – | * | – | – | – | * | |||||||||
| Timothy G. Lalonde | 401,901 | 401,901 | – | * | – | – | – | * | |||||||||
| TJC3 LLC(52) | 549,817 | 549,817 | – | * | – | – | – | * | |||||||||
| Trustees of Deerfield Academy | 10,000 | 10,000 | – | * | – | – | – | * | |||||||||
| Whipstick Ventures LLC(53) | 123,019 | 123,019 | – | * | – | – | – | * | |||||||||
| William P. Hogan | 17,471 | 17,471 | – | * | – | – | – | * | |||||||||
| William P. Miller Trust | 55,573 | 55,573 | – | * | – | – | – | * | |||||||||
| Yong Hak Huh | 28,749 | 28,749 | – | * | – | – | – | * | |||||||||
| Yorktown Partners(54) | 3,293 | 3,293 | – | * | – | – | – | * | |||||||||
| YX Capital LLC(55) | 34,843 | 34,843 | – | * | – | – | – | * | |||||||||
| * | Less than 1% |
| (1) | Mike Munoz has sole voting and investment power over the shares held by the stockholder. |
| (2) | Jonathan Kollek has sole voting and investment power over the shares held by the stockholder. |
| (3) | Jeremy Asher has sole voting and investment power over the shares held by the stockholder. |
| (4) | Alastair Hunter-Henderson is the Managing Member and CEO of Alina LLC, and has sole voting and investment power over the shares held by the stockholder. |
| (5) | Represents securities held directly by AltEnergy LLC, or AltEnergy, AltEnergy Storage V LLC, or AltEnergy V, AltEnergy Storage Bridge LLC, or Bridge, AltEnergy Transmission LLC, or Transmission, AltEnergy Storage Bridge Phase II, or Bridge II. Mr. Stidolph is the managing director of AltEnergy, the managing member of each of AltEnergy V, Bridge, Transmission and Bridge II, and has voting and dispositive power with respect to the AltEnergy Shares. Russell Stidolph, a director of the Company, is the managing director of AltEnergy, the managing member of each of AltEnergy V, Bridge, Transmission and Bridge II, and has voting and dispositive power with respect to the AltEnergy Shares. Mr. Stidolph disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
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| (6) | Jerry Yang has sole voting and investment power over the shares held by the stockholder. |
| (7) | Lisa LaLonde is trustee of Timothy Lalonde Ashley Lalonde Trust and Timothy Lalonde Parker Lalonde Trust, and has sole voting and investment power of the shares held by such stockholders. |
| (8) | Gennady Gazin is the 100% owner of Asterra Holdings LLC and has sole voting and investment power over the shares held by the stockholder. |
| (9) | The amount includes (i) 5,369,778 shares of common stock held by BRF Investments, LLC (“BRFI”), (ii) 325,000 private placement warrants held by BRFI and (iii) 325,000 shares of common stock underlying private placement warrants held by BRFI. B. Riley Financial, Inc. (“B. Riley Financial”) is the parent company of BRFI. B. Riley Financial has voting and dispositive power over the securities held by BRFI. Bryant Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of B. Riley Financial and has voting and dispositive power over the securities held by B. Riley Financial. Both B. Riley Financials and Mr. Riley disclaims beneficial ownership over any securities directly held by BRFI other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. |
| (10) | The number of shares beneficially owned before this offering includes (i) 20,000 shares held by Bryant and Carleen Riley JTWROS, (ii) 5,000 shares held by Bryant Riley C/F Charlie Riley UMTA CA, (iii) 5,000 shares held by Bryant Riley C/F Eloise Riley UMTA CA, (iv) 5,000 shares held by Bryant Riley C/F Susan Riley UMTA CA, and (v) 10,000 shares held by Robert Antin Children Irrevocable Trust U/A 1/1/2001 (collectively, the “Trusts”). Bryant Riley is custodian of each of the Trusts and has voting and dispositive power with respect to the securities held by the Trusts. |
| (11) | Includes 2,882 shares of common stock issuable upon exercise of options. |
| (12) | Robert M. Williams Jr. has sole voting and investment power over the shares held by the stockholder. |
| (13) | W. Geoffrey Beattie is the President of Cannonbury Invest Limited and has sole voting and investment power over the shares held by the stockholder. |
| (14) | Joseph DellaRosa, Victor Wright, and James Yacobucci are all members of Corinthian Investors LLC, and share equal voting and investment authority over the shares held by the stockholder. |
| (15) | Andrew Intrater is the Chief Executive Officer of Cova Funding LLC and has sole voting and investment power over the shares held by the stockholder. |
| (16) | Includes fully vested options to purchase 4,035 shares of common stock. |
| (17) | John B. Berding is the Manager of Denman Street LLC and has sole voting and investment power over the shares held by the stockholder. |
| (18) | Marc Warren has sole voting and investment power over the shares held by the stockholder. |
| (19) | Robert Kantor and Francis Greenburger have sole voting and investment power over the shares held by the stockholder. |
| (20) | Arnold Fisher, Kenneth Fisher, and Steven Fisher share voting and investment authority over the shares held by the stockholder |
| (21) | Michael A. Shternfeld is the Manager of Global Equity Partners and has sole voting and investment power over the shares held by the stockholder. |
| (22) | Each of Great American Insurance Company and Great American Life Insurance Company is a direct or indirect wholly-owned subsidiary of American Financial Group, Inc., which is a publicly traded entity (NYSE: AFG). |
| (23) | Philip Greer has sole voting and investment power over the shares held by the stockholder. |
| (24) | Martin I. Halpern is the Grantor/Trustee of Halpern Family Trust and has sole voting and investment power over the shares held by the stockholder. |
| (25) | Richard Weiss is the General Partner of Hawthorne II Investment LP and has sole voting and investment power over the shares held by the stockholder. |
| (26) | Dr. Krishna Singh holds direct and/or indirect ownership of HI-MED, LLC and holds the full voting and dispositive power with respect to the shares held thereby. |
| (27) | Dr. Krishna Singh holds direct and/or indirect ownership of Holtec International and holds the full voting and dispositive power with respect to the shares held thereby. |
| (28) | Includes 518 shares of common stock issuable upon exercise of options. |
| (29) | Mr. Mastrangelo is the Chief Executive Officer and a director of the Company. |
| (30) | Susan M. Berding is the Trustee of John B. Berding Irrevocable Childrens Trust and has sole voting and investment power over the shares held by the stockholder. |
| (31) | John T. Raymond has sole voting and investment power over the shares held by the stockholder. |
| (32) | Mr. Treece is our Chief Strategic Alliances Officer. |
| (33) | Thomas J. Coleman has sole voting and investment power over the shares held by the stockholder. |
| (34) | DaeWon Choi and ByeongSeon Jang are Team Managers of OCI, JeongHan Ryu is a Manager of OCI, and Saejin Kim is an associate of OCI. Each such individual shares voting and investment power over the shares held by the stockholder. |
| (35) | Dwright Anderson has sole voting and investment power over the shares held by the stockholder. |
| (36) | Ed Hoey has sole voting and investment power over the shares held by the stockholder. |
| (37) | Paul Weismann is the Manager of Paw Associates LLC, and has sole voting and investment power over the shares held by the stockholder. |
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| (38) | Robert Logan, Jr. has sole voting and investment power over the shares held by the stockholder. |
| (39) | P. Gaye Farncombe is the President of PGF Family Corp and has sole voting and investment power over the shares held by the stockholder. |
| (40) | Henry Posner III, Anne M. Molloy, Paul M. Posner, and John F. Hensler are the trustees of the Posner Foundation of Pittsburgh and share voting and investment power over the shares held by the stockholder. |
| (41) | Steve Hellman has sole voting and investment power over the shares held by the stockholder. |
| (42) | Includes (i) 156,399 shares held by Reservoir Capital Partners, L.P., (ii) 183,866 shares held by Reservoir Capital Investment Partners, L.P., (iii) 181,318 shares held by Reservoir Capital Master Fund II, L.P. and (iv) 1,113,864 shares held by Reservoir Resource Partners, L.P. Cyrus Borzooyeh is the chief financial officer of the foregoing entities and has voting and dispositive power with respect to the securities held by each such entity. |
| (43) | Richard Weiss is the trustee of Richard T. Weiss 2006 Living Trust and has sole voting and investment power over the shares held by the stockholder. |
| (44) | Simon-Sidamon Eristoff has sole voting and investment power over the shares held by the stockholder. |
| (45) | Dr. Krishna Singh holds direct and/or indirect ownership of Singh Real Estate Enterprises Inc. and holds the full voting and dispositive power with respect to the shares held thereby. |
| (46) | Narinder Singh has sole voting and investment power over the shares held by the stockholder. |
| (47) | Ellen B. Solms and Joesph Sedlack are Trustees of the Stephen E. Solms Family Trust U/A 1/30/2008 and share voting and investment power over the shares held by the stockholder. |
| (48) | Dr. Krishna Singh holds direct and/or indirect ownership of Tequesta Properties Inc. and holds the full voting and dispositive power with respect to the shares held thereby. |
| (49) | Includes 692 shares of common stock issuable upon exercise of options. |
| (50) | Marc Warren is the Trustee of The Hsu-Hellman Family 2000 Trust and has sole voting and investment power over the shares held by the stockholder. |
| (51) | David R. M. Drescher has sole voting and investment power over the shares held by the stockholder. |
| (52) | Thomas J. Coleman is the Trustee of the Thomas J. Coleman Revocable Trust, the sole member of TJC3 LLC, and has sole voting and investment power over the shares held by such stockholder. |
| (53) | Each of Jeffrey S. Bornstein and Ronald C. Hynes shares voting and dispositive power over the securities held by this stockholder. |
| (54) | Includes 3,293 shares of common stock issuable upon exercise of options. |
| (55) | Jesse Johnson and Asa Johnson share voting and investment power over the shares held by the stockholder. |
Beneficial Ownership of the Notes
On July 7, 2021, we issued $100 million aggregate principal amount of the notes to Spring Creek pursuant to an investment agreement, dated July 6, 2021, by and among Eos Energy Enterprises, Inc., a Delaware corporation, and Spring Creek Capital, LLC, a Delaware limited liability company. The Investment Agreement provides Spring Creek with certain registration rights with respect to the resale of the notes and the shares of common stock issuable upon conversion of the notes.
On May 1, 2022, Spring Creek and Wood River Capital, LLC entered into a joinder to the Investment Agreement, pursuant to which Spring Creek assigned to Wood River all of its rights and obligations under the Investment Agreement.
Our registration of the notes and the shares of common stock issuable upon conversion of the notes does not necessarily mean that the selling securityholder will sell all or any of such notes or common stock. The following table sets forth certain information as of May 25, 2022 concerning the notes and shares of common stock that may be offered from time to time by the selling securityholder with this prospectus. The information is based on information provided by or on behalf of the selling securityholder. In the table below, the number of shares of common stock that may be offered pursuant to this prospectus is calculated based on the conversion rate, as of the date of this prospectus, of 49.9910 shares of common stock per $1,000 capitalized principal amount of notes. The number of shares of common stock issuable upon conversion of the notes is subject to adjustment under certain circumstances described in the indenture governing the notes. Accordingly, the number of shares of common stock issuable upon conversion of the notes and the number of shares of common stock beneficially owned and offered by the selling securityholder pursuant to this prospectus may increase or decrease from that set forth in the table below. Information about the selling securityholder may change over time. In particular, the selling securityholder identified below may have sold, transferred or otherwise disposed of all or a portion of its notes since the date on which the selling securityholder provided us with information regarding its notes. Any changed or new information given to us by the selling securityholder will be set forth in supplements to this prospectus or amendments to the registration statement of which this prospectus is a part, if and when necessary.
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| Name | Maximum Principal Amount of Notes Beneficially Owned and Offered Hereby (1) | Maximum Number of Shares of Common Stock Beneficially Owned and Offered Hereby (2) | Maximum Percentage of Shares of Common Stock Beneficially Owned and Offered Hereby (3) | |||||||||
| Wood River Capital, LLC(4) | $ | 130,350,642 | 6,516,359 | 11.1 | % | |||||||
| (1) | Reflects $102,900,000 principal amount of notes originally issued pursuant to the Investment Agreement dated July 6, 2021 with Spring Creek, which were transferred by Spring Creek to its affiliate, Wood River, and a maximum of $27,450,642 principal amount of notes issuable as future PIK interest payments on the notes. |
| (2) | Assumes for each $1,000 in principal amount of the notes a conversion rate, as of the date of this prospectus, of 49.9910 shares of common stock upon conversion. This conversion rate is subject to adjustment, however, as described in this prospectus under “Description of Notes—Conversion Rights—Conversion Rate Adjustments.” As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. |
| (3) | The percentage reflects the 58,503,554 shares of common stock outstanding as of May 25, 2022 and gives effect to the total number of shares of common stock beneficially owned and offered hereby by Wood River Capital, LLC. |
| (4) | Wood River Capital, LLC is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the shares held by Wood River Capital, LLC by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Wood River Capital, LLC but each of them disclaims beneficial ownership thereof. The business address of each of the foregoing entities and persons is 4111 E. 37th Street North, Wichita, KS 67220. |
Material Relationships with Selling Securityholders
The description of our relationships with the selling securityholders and their affiliates set forth in “Certain Relationships and Related Party Transactions” in our Definitive Proxy Statement on Schedule 14A filed on March 31, 2022 is incorporated by reference herein.
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