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 Any information in the Prospectus that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this prospectus supplement.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.

 

5

 

 

(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.

 

6

 

 

(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.

 

7

 

 

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.

 

 

8

 

 

 

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