Eos Energy Files Definitive Additional Proxy Materials

TL;DR

EOS filed more proxy docs, likely for shareholder votes. No new fee.

AI Summary

Eos Energy Enterprises, Inc. filed definitive additional materials on September 3, 2024, related to its proxy statement. The company, formerly known as B. Riley Principal Merger Corp. II, is incorporated in Delaware and headquartered in Edison, NJ. This filing is a follow-up to its proxy statement and does not require a new filing fee.

Why It Matters

This filing indicates Eos Energy is providing supplemental information to shareholders regarding matters to be voted on, which could influence shareholder decisions on corporate governance or strategic initiatives.

Risk Assessment

Risk Level: low — This filing is administrative in nature, providing additional materials for an existing proxy statement, and does not introduce new financial risks or strategic shifts.

Key Players & Entities

• Eos Energy Enterprises, Inc. (company) — Registrant
• B. Riley Principal Merger Corp. II (company) — Former company name
• 0001213900-24-075086.txt (filing_id) — Accession Number
• 20240903 (date) — Filing Date

FAQ

Key Financial Figures

• $210.5 million — nt to which the Lenders have provided a $210.5 million secured multi-draw facility (the &ldquo
• $105 million — o;Delayed Draw Term Loan”), and a $105 million revolving credit facility, to be made a
• $0.0001 — uo;) of Company common stock, par value $0.0001 per share (the “Common Stock&rdqu
• $30 million — funded the full amount of the scheduled $30 million draw under the Delayed Draw Term Loan.
• $9,555,515.30 — ed Stock has an original issue price of $9,555,515.30 (the “A-2 Original Issue Price&rd

Filing Documents

• ea0213184-defa14a_eosenergy.htm (DEFA14A) — 27KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-075086.txt ( ) — 34KB

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under §240.14a-12 EOS ENERGY ENTERPRISES, INC. (Exact Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Eos Energy Enterprises, Inc. 3920 Park Avenue Edison, New Jersey 08820 SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 10, 2024 Unless the context otherwise requires, references in this proxy statement supplement (this “Supplement”) to “Eos,” the “Company,” “we,” “us,” or “our,” refer to Eos Energy Enterprises, Inc., a Delaware corporation. The following information supplements and amends the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) that was filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 8, 2024 and furnished to the Company’s stockholders in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for the Company’s 2024 special meeting of stockholders (the “Special Meeting”) and any postponement(s) or adjournment(s) thereof. This Supplement is being filed with the SEC and being made available to stockholders on or about September 3, 2024. All capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Proxy Statement. As previously disclosed, on June 21, 2024, Eos Energy Enterprises, Inc. (the “Company”) entered into a credit and guaranty agreement (the “Credit Agreement”), by and among the Company, certain of the Company’s subsidiaries as guarantors party thereto, CCM Denali Debt Holdings, LP, acting through Cerberus Capital Management II, L.P. (“Cerberus”), as administrative agent and collateral agent and the lenders party thereto from time to time (the “Lenders”), pursuant to which the Lenders have provided a $210.5 million secured multi-draw facility (the “Delayed Draw Term Loan”), and a $105 million revolving credit facility, to be made available at the Lenders’ sole discretion and only if the Delayed Draw Term Loan is fully funded (the “Revolving Facility” and together with the Delayed Draw Term Loan, the “Facilities”), on terms and subject to conditions set forth in the Credit Agreement. Upon each draw under the Delayed Draw Term Loan, the Company will issue Warrants and/or Preferred Stock (each as defined in the Proxy Statement) in amounts representing predetermined, fully diluted, percentages (an “Applicable Percentage”) of Company common stock, par value $0.0001 per share (the “Common Stock”). Upon any failure to achieve a milestone, in addition to not being able to receive a draw on the Delayed Draw Term Loan unless waived by the Lenders, the Applicable Percentage will be subject to up to a 4.0% increase for all milestone events as to each of the four milestone measurement dates. On August 28, 2024, the Company and Cerberus mutually confirmed that the Company satisfied all four applicable performance milestones comprising the first milestone (the “First Milestone”) ahead of the August 31, 2024 milestone measurement date (the “First Milestone Measurement Date”), related to the Company’s automated line, materials cost, Z3 technology and backlog/cash conversion, pursuant to the terms of the Credit Agreement. On August 29, 2024, the Company submitted a borrowing request under the Credit Agreement, and the Lenders funded the full amount of the scheduled $30 million draw under the Delayed Draw Term Loan. In connection with the additional draw and pursuant to the terms and conditions of that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated June 21, 2024, by and between the Company and Cerberus, the Applicable Percentage increased by 4.9%, and as a result the Company issued to Cerberus 7 shares of a newly designated Series A-2 Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”), with the number of shares of such series having a liquidation value as if

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