Eos Energy Enterprises Files Proxy Statement for Annual Meeting

TL;DR

EOS proxy filed for Sept 10 meeting - vote on exec pay & board!

AI Summary

Eos Energy Enterprises, Inc. filed a definitive proxy statement (DEF 14A) on August 8, 2024, for its annual meeting on September 10, 2024. The company, formerly known as B. Riley Principal Merger Corp. II, is seeking shareholder approval for matters related to its corporate governance and operations. The filing details executive compensation, director elections, and other proposals requiring shareholder votes.

Why It Matters

This filing is crucial for shareholders as it outlines the proposals they will vote on, impacting the company's future direction, executive compensation, and board composition.

Risk Assessment

Risk Level: medium — Proxy statements can involve significant corporate decisions, including executive compensation and board structure, which can impact investor confidence and company performance.

Key Numbers

• DEF 14A — Filing Type (Definitive Proxy Statement)

Key Players & Entities

• Eos Energy Enterprises, Inc. (company) — Registrant
• B. Riley Principal Merger Corp. II (company) — Former company name
• 20240910 (date) — Annual Meeting Date
• 20240808 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — f the shares of common stock, par value $0.0001 per share (the “Common Stock&#x2
• $210.5 — ve agreed to provide the Company with a $210.5 million secured multi -draw faci
• $75 — installments (the first installment of $75 million was funded on June&#x00a
• $105 — ded upon three additional draws), and a $105 million revolving credit facilit
• $30 — ed, the Company anticipates receiving a $30 million draw. In connection ther
• $0.01 — tial Warrant has a ten -year term and a $0.01 per share exercise price. The Initial W

Filing Documents

• ea0209979-02.htm (DEF 14A) — 4868KB
• teos_logo.jpg (GRAPHIC) — 61KB
• tproxy_001.jpg (GRAPHIC) — 945KB
• tproxy_002.jpg (GRAPHIC) — 825KB
• 0001213900-24-066321.txt ( ) — 7392KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS   2 PROPOSAL NO. 1: APPROVAL OF THE ISSUANCE CAP PROPOSAL   3 Summary of the Financing   3 Reasons for Seeking Stockholder Approval   6 Potential Consequences if the Issuance Cap Proposal is Not Approved   8 Effect on Current Stockholders   8 Interests of Certain Persons in the Proposal   10 Required Vote   10 PROPOSAL NO. 2: APPROVAL OF THE ADJOURNMENT PROPOSAL   11 Background of and Reasons for the Adjournment Proposal   11 Required Vote   11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   12 ADDITIONAL INFORMATION   14 INFORMATION ABOUT THE PROXY PROCESS AND VOTING   15 APPENDIX A — CREDIT AGREEMENT   A-1 APPENDIX B — SECURITIES PURCHASE AGREEMENT   B-1 APPENDIX C — FORM OF WARRANT   C-1 APPENDIX D — SERIES A-1 CERTIFICATE OF DESIGNATION   D-1 APPENDIX E — FORM OF SERIES B CERTIFICATE OF DESIGNATION   E-1 APPENDIX F — FORM OF SERIES A CERTIFICATE OF DESIGNATION   F-1 i Table of Contents Eos Energy Enterprises, Inc. 3920 PARK AVENUE EDISON, NEW JERSEY 08820 PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 10 , 2024 This proxy statement (the “Proxy Statement”) is furnished to you by the Board of Directors (the “Board”) of Eos Energy Enterprises, Inc., a Delaware corporation (referred to herein as the “Company,” “Eos,” “we,” “us” or “our”). The Board is soliciting your proxy to vote at our Special Meeting of Stockholders (the “Special Meeting”) to be held on September 10, 2024 at 10:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com / EOSE2024SM for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”), and at any postponement(s), adjournment(s) or recess(es) thereof. Copies of this Proxy Statement, along with the Notice and a proxy card, are being mailed to our stockholders of record as of the close of business on July 31, 2024, beginning on or about August 13, 2024. •          This Proxy Statement summarizes information about the proposals to be considered at the Special Meet

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward -looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Proxy Statement that do not relate to matters of historical fact should be considered forward -looking statements, including without limitation statements regarding our path to profitability and strategic outlook, the Delayed Draw Term Loan (as defined below), milestones thereunder and the anticipated use of proceeds therefrom, statements that refer to outlook, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward -looking statements, but the absence of these words does not mean that a statement is not forward -looking . These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward -looking statements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes adversely affecting the business in which we are engaged; our ability to forecast trends accurately; our ability to generate cash, service indebtedness and incur additional indebtedness; our

View Full Filing

View this DEF 14A filing on SEC EDGAR