Item 8.01. Other Events.
On November 12, 2020, B. Riley Principal Merger
Corp. II (“BMRG”), the predecessor to Eos Energy Enterprises, Inc. (the “Company”), held a special meeting of
stockholders (the “BMRG Special Meeting”) to approve certain matters relating to the business combination between BMRG and
Eos Energy Storage LLC.
One of these matters was a proposal to amend and restate BMRG’s
certificate of incorporation in order to, among other things, increase the number of authorized shares of common stock from 125,000,000
shares of common stock, consisting of 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, to 200,000,000
shares of common stock, and to reclassify all Class A common stock and Class B common stock as a single class of common stock (the “Charter
Amendment Proposal”). The Charter Amendment Proposal was approved by a majority of the outstanding shares of Class A common stock
and Class B common stock of BMRG as of the record date for the BMRG Special Meeting, voting together as a single class, although voting
records indicate that a majority of each of the shares of Class A common stock and Class B common stock also approved the Charter Amendment
Proposal. After the BMRG Special Meeting, BMRG and Eos Energy Storage LLC closed the business combination and the Company’s certificate
of incorporation, as amended to give effect to the Charter Amendment Proposal, became effective.
A recent ruling by the Delaware Court of Chancery
introduces uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) would have required
the Charter Amendment Proposal to be approved by separate votes of the majority of BMRG’s then-outstanding shares of Class A common
stock and Class B common stock.
The Company has been proceeding with the understanding
that the Charter Amendment Proposal and the amendment and restated certificate of incorporate are valid. In light of this recent ruling,
however, to resolve potential uncertainty with respect to the Company’s capital structure, the Company has filed a petition in the
Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Amendment Proposal. Section 205 of the DGCL
permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts.
If the Company is not successful in the
Section 205 proceeding, the uncertainty with respect to the Company’s capitalization resulting from the Court of
Chancery’s ruling referenced above could have a material adverse impact on the Company, including on the Company’s
ability to complete equity or debt financing transactions and issue stock-based compensation to its employees, directors and
officers, until the underlying issues are definitively resolved.
Forward-Looking Statements
This report includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “shall,” “expect,” “anticipate,” “believe,”
“seek,” “target,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These forward-looking statements are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ from these forward-looking statements. In particular, no assurances can be made regarding the
outcome
or the timing of the Section 205 proceeding, which is subject to uncertainties
inherent in the litigation process and may not be resolved timely, or at all, or regarding the consequences if the Company is unsuccessful
in the Section 205 proceeding and the effects of persistent uncertainty on the Company’s operations. As described above, this uncertainty
could have a material adverse effect on the Company. Additional risks and uncertainties that could affect the Company’s operations
and results of operation are included under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) as well as its other filings
with the SEC.