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

Check the appropriate box:

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):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED JULY 29, 2024

Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], 2024

To the Stockholders of Eos Energy Enterprises, Inc.:

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/EOSE2024SM on [•], 2024, at 9:00 a.m. Eastern Time for the following purposes:

1.      To approve, for the purposes of Nasdaq Marketplace Rule 5635(d), the issuance, in excess of 19.99% of the shares of common stock, par value $0.0001 per share (the “Common Stock”) issued and outstanding as of June 21, 2024 (the “Nasdaq Cap”), of additional shares of Common Stock issuable pursuant to that certain 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, and that certain securities purchase agreement (the “Purchase Agreement,” together with the Credit Agreement, the “Agreements”), dated June 21, 2024 with CCM Denali Equity Holdings, LP, acting through Cerberus, including the securities issued thereunder, which include (i) shares of Common Stock issuable upon exercise of the warrant issued to CCM Denali Equity Holdings, LP by the Company on June 21, 2024 (the “Initial Warrant”) pursuant to the terms of the Agreements and the Initial Warrant or any future warrants (the “Future Warrants”) pursuant to the terms of the Agreements and such Future Warrants, (ii) shares of Common Stock issuable upon conversion of any shares of Series B-1 Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”) that may be issued in the future pursuant to the terms of the Agreements and the Series B-1 Preferred Stock Certificate of Designation, and (iii) shares of Common Stock issuable upon conversion of any subseries of Series B Preferred Stock of the Company (any subseries, collectively with the Series B-1 Preferred Stock, the “Series B Preferred Stock”) that may be issued in the future pursuant to the terms of the Agreements and any future certificates of designations (the “Issuance Cap Proposal”).

2.      To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of the Issuance Cap Proposal or the absence of a quorum (the “Adjournment Proposal”).

The Company will also transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Special Meeting of Stockholders. Only stockholders who owned Common Stock of the Company at the close of business on [•], 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place. The Company will begin mailing this Notice of Meeting and Proxy Statement to our stockholders of record as of the Record Date on or about [•], 2024.

The Board of Directors recommends that you vote:

Proposal 1:    FOR the Issuance Cap Proposal; and

Proposal 2:    FOR the Adjournment Proposal.

2024 Virtual Special Stockholder Meeting

The Board of Directors (the “Board”) has determined to hold the Special Meeting virtually in order to facilitate stockholder attendance and participation by stockholders from all locations at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EOSE2024SM at the meeting date and time. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted on the virtual Special Meeting login page for assistance. Technical assistance will be available through the conclusion of the Special Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS

The Notice of Special Meeting of Stockholders to be held on [•], 2024 and the accompanying Proxy Statement is available, free of charge, at proxyvote.com.

Pursuant to the rules of the SEC, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. Additionally, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials so that they can supply these materials to the beneficial owners of shares of our Common Stock, as of the Record Date.

By Order of the Board of Directors

/s/ Michael Willis Silberman
Michael Willis Silberman
General Counsel, Chief Compliance Officer and Corporate Secretary

[•], 2024

TABLE OF CONTENTS

Eos Energy Enterprises, Inc.
3920 PARK AVENUE
EDISON, NEW JERSEY 08820

PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 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 [•], 2024 at 9:00 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 [•], [•], 2024, beginning on or about [•], [•], 2024.

•        This Proxy Statement summarizes information about the proposals to be considered at the Special Meeting and other information you may find useful in determining how to vote.

•        The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. The Company and its directors, officers and advisory board members may also solicit proxies in person. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We have engaged Sodali & Co (“Sodali”) to assist in the solicitation of proxies for the Special Meeting. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on [•], [•], 2024. Pursuant to the rules of the Securities Exchange Commission (“SEC”), with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. Additionally, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials so that they can supply these materials to the beneficial owners of shares of our common stock, par value $0.0001 per share (the “Common Stock”) of the Company, as of the Record Date. The Proxy Statement is available, free of charge, at proxyvote.com.

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 ability to achieve the operational milestones on the Delayed Draw Term Loan; our ability to raise financing in the future, including the Revolving Facility from Cerberus (as both terms are defined below); our customers’ ability to secure project financing; the amount of final tax credits available to our customers or to the Company pursuant to the Inflation Reduction Act, uncertainties around our ability to meet the applicable conditions precedent and secure final approval of a loan, in a timely manner or at all from the Department of Energy, Loan Programs Office, or the timing of funding and the final size of any loan that is approved; the possibility of a government shutdown while we work to meet the applicable conditions precedent and finalize loan documents with the U.S. Department of Energy Loan Programs Office or while we await notice of a decision regarding the issuance of a loan from the Department Energy Loan Programs Office; our ability to continue to develop efficient manufacturing processes to scale and to forecast related costs and efficiencies accurately; fluctuations in our revenue and operating results; competition from existing or new competitors; our ability to convert firm order backlog and pipeline to revenue; risks associated with security breaches in our information technology systems; risks related to legal proceedings or claims; risks associated with evolving energy policies in the United States and other countries and the potential costs of regulatory compliance; risks associated with changes to the U.S. trade environment; risks resulting from the impact of global pandemics, including the novel coronavirus, Covid-19; our ability to maintain the listing of our shares of common stock on NASDAQ; our ability to grow our business and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees; risks related to the adverse changes in general economic conditions, including inflationary pressures and increased interest rates; risk from supply chain disruptions and other impacts of geopolitical conflict; changes in applicable laws or regulations; the possibility that Eos may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; risks related to adverse changes in general economic conditions; and other risks and uncertainties.

For other important factors that could cause actual results to differ materially from the forward-looking statements in this Proxy Statement, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, and as updated by the Company’s Quarterly Reports on Form 10-Q, each of which is available on the Company’s website at www.eose.com and on the SEC website at www.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Proxy Statement. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

PROPOSAL NO. 1: APPROVAL, IN ACCORDANCE WITH NASDAQ
MARKETPLACE RULE 5635(D), OF THE ISSUANCE CAP PROPOSAL

General

In this proposal, we are asking stockholders to approve, for the purposes of Nasdaq Marketplace Rule 5635(d), the issuance in excess of 19.99% of the shares of Common Stock issued and outstanding as of June 21, 2024 (the “Nasdaq Cap”) of (i) additional shares of Common Stock, of the Company issuable pursuant to that certain Credit Agreement (as defined below) and that certain Purchase Agreement (as defined below), including pursuant to the securities issued thereunder.

Summary of the Financing

On June 21, 2024 the Company entered into (i) a credit and guaranty agreement, a copy of which is attached as Appendix A hereto (the “Credit Agreement”) by and among the Company, the guarantors party thereto, the lenders party thereto and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, acting through Cerberus Capital Management II, L.P. (“Cerberus”) and (ii) a securities purchase agreement, a copy of which is attached as Appendix B hereto (the “Purchase Agreement,” together with the Credit Agreement, the “Agreements”) with CCM Denali Equity Holdings, LP (“CCM Denali Equity”), acting through Cerberus. Pursuant to the Credit Agreement, the lenders have agreed to provide the Company with a $210.5 million secured multi-draw facility (the “Delayed Draw Term Loan”) that is to be made in four installments (the first installment of $75 million was funded on June 21, 2024, and the remaining amount is to be funded upon three additional draws), 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 (the transactions contemplated by the Agreements and the Facilities, the “Financing”). The Company’s obligations under the Credit Agreement and the Facilities are guaranteed by subsidiaries of the Company and secured by a first-priority lien on all assets of the Company and its subsidiaries. The Company’s ability to make additional borrowings under the Delayed Draw Term Loan is subject to certain closing and drawing conditions, with each of the subsequent three future draws permitted to occur during specified availability periods set forth in the Credit Agreement and subject to the achievement of certain milestones (as described further below). Upon each future draw under the Delayed Draw Term Loan, if Stockholder Approval (as defined below) is obtained, the Company will issue Warrants (as defined below) and/or Series B Preferred Stock (as defined below) in amounts representing predetermined, fully diluted, percentages (an “Applicable Percentage”) of 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 (and a maximum of 16.0% in the aggregate) (the “Equity Penalty”) which could result in the issuance of, (i) if prior to obtaining Stockholder Approval (as defined below), additional shares of a series of non-convertible preferred stock on substantially similar terms as the Series A-1 Preferred Stock (the “Series A Preferred Stock”) and (ii) if after obtaining Stockholder Approval, additional warrants (the “Future Warrants,” and collectively with the Initial Warrant, the “Warrants”) and/or shares of Series B Preferred Stock which will be substantially similar to the Series A Preferred Stock except that the Series B Preferred Stock will be convertible into Common Stock and will have preemptive rights to participate in certain future equity offerings by the Company (any subseries, collectively, the “Series B Preferred Stock,” and, collectively with the Series A Preferred Stock, the “Preferred Stock”), such allocation between the Warrants and the Preferred Stock to be made at Cerberus’s, as the purchaser, election. The Equity Penalty is subject to forfeiture if future milestones are achieved by the Company. At such time as the Delayed Draw Term Loan is fully drawn, the Company will have issued securities under the Purchase Agreement in an amount equal to the Applicable Percentage, up to an aggregate of a 33.0% ownership limitation on a fully-diluted basis, assuming the achievement of each milestone. Each holder of Series B Preferred Stock and Warrants will be prevented from converting or exercising Series B Preferred Stock and Warrants, respectively, if such conversion or exercise would result in such holder beneficially owning more than 49.9% of the issued and outstanding Common Stock of the Company (the “Beneficial Ownership Cap”).

Borrowings under the Credit Agreement bear interest at an annual rate equal to 15.0% per annum, subject to the following increases: (i) an additional 5.0% per annum upon the occurrence of an event of default under the Credit Agreement; and (ii) if the Company fails to obtain Stockholder Approval within 90 days following the signing of the Credit Agreement, commencing on the first day of each applicable period and continuing until the date on which the Company receives Stockholder Approval: (a) from September 20, 2024 to October 19, 2024, an additional 1.0% per

annum (to a total annual rate would then equal 16.0% per annum); (b) from October 20, 2024 to November 18, 2024, an additional 1.0% increase (to a total annual rate equal to 17.0% per annum); (c) from November 19, 2024 to December 18, 2024, an additional 1.0% increase (to a total annual rate equal to 18.0% per annum); (d) from December 19, 2024 to January 17, 2025, an additional 1.0% increase (to a total annual rate equal to 19.0% per annum); and (e) from January 18, 2024 to the date the Company obtains Stockholder Approval, an additional 1.0% increase (to a total annual rate equal to 20% per annum).

The performance milestones include measures related to the Company’s automated line, materials cost, Z3 technology and backlog/cash conversion. Performance milestones related to the Company’s automated line, materials cost and Z3 technology have not yet been achieved but are in line with the Company’s internal business goals through April 30, 2025. The milestones related to backlog and cash conversion approximate the cash that would be expected to be received related to certain customer milestone payments at the lower end of the Company’s previously released revenue guidance for 2024 and potential 2025 revenue scenarios in its December 2023 strategic outlook as adjusted through April 30, 2025. In the event the Company fails to achieve any milestones on any predetermined draw date or the one additional milestone measurement date, the Company will not receive the specific draw unless waived by Cerberus and will be subject to the Equity Penalty represented by an up to 4.0% increase in the Applicable Percentage of Cerberus at each missed milestone measurement date.

Pursuant to the Purchase Agreement, the Company sold, pursuant to the terms and conditions set forth in the Credit Agreement, on June 21, 2024 (the “Initial Draw Date”), (i) 59 shares of non-voting, non-convertible Series A-1 Preferred Stock of the Company, having the designation, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions as specified in the Series A-1 Certificate of Designation, a copy of which is attached as Appendix D hereto (the “Series A-1 Certificate of Designation”) and (ii) a warrant to purchase 43,276,194 shares of Common Stock, a form of which is attached as Appendix C hereto (the “Initial Warrant”), representing a collective Applicable Percentage of 19.99%. In accordance with Nasdaq Interpretative Material 5635-2, shares of Common Stock issued upon exercise of the Initial Warrant, if any, will not be entitled to vote on the Issuance Cap Proposal.

Assuming the conditions for the Company to receive the next draw, pursuant to the Delayed Draw Term Loan, in connection with the August 31, 2024 milestone measurement date are satisfied, the Company anticipates receiving $30 million. In connection therewith, the Company plans issue shares of a new series of Series A Preferred Stock, with the number of shares of such series having an Applicable Percentage of 4.9%, which as of [•], 2024 would result in the issuance of [•] shares of such series of Series A Preferred Stock.

Pursuant to the terms of the Purchase Agreement, the Company is required to hold this Special Meeting within 90 days of the Initial Draw Date to approve the transactions contemplated by the Agreements, including the issuance of common stock of the Company in excess of the Nasdaq Cap, by the affirmative vote from the minimum number of shareholder required to approve the transactions contemplated by the Agreements (the “Stockholder Approval”). Following the Stockholder Approval, the Series A-1 Preferred Stock issued upon the Initial Draw will be convertible into a number of shares of Series B-1 Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”) equal to the number of shares of Common Stock represented by the liquidation value of the Series A-1 Preferred Stock. Each share of Series B-1 Preferred Stock will be convertible into 1.0 million shares of Common Stock, subject to the Beneficial Ownership Cap.

Warrants

The Initial Warrant has a ten-year term and a $0.01 per share exercise price. The Initial Warrant includes anti-dilution rights, subject to certain excluded issuances, in the event any shares of Common Stock, options, warrants, convertible securities or other equity or equity equivalent securities payable in Common Stock are issued at a price per share of less than the fair market value (as defined in the Initial Warrant) of a share of Common Stock on the issuance date of the Initial Warrant, subject to adjustment. Prior to Stockholder Approval, in lieu of receiving such anti-dilution protection, the liquidation value of the Series A-1 Preferred Stock will be proportionately increased to give effect to such anti-dilution protection. Until or unless the Company receives Stockholder Approval, the Company may not issue shares of Common Stock exceeding the Nasdaq Cap upon exercise of the Initial Warrant, and is required to issue Series A Preferred Stock upon a draw under the Delayed Draw Term Loan. If Stockholder Approval is obtained the Nasdaq Cap would no longer apply, and the exercise of the Initial Warrant would be subject to the Beneficial Ownership Cap.

The Initial Warrant is exercisable at the holder’s discretion for cash or on a cashless basis. The Initial Warrant is subject to automatic cashless exercise on the expiration date if the Fair Market Value (as defined in the Initial Warrant) of one share is greater than the exercise price then in effect. Upon an acceleration under the Credit Agreement, the Company will be required to purchase the Initial Warrant from the holder at an amount equal to the Closing Sale Price (as defined in the Initial Warrant) less the warrant price at the request of the holder. The terms of any Future Warrants issued pursuant to the terms of the Agreements will be substantially similar to those of the Initial Warrant issued on the Initial Draw Date, but for the number of Common Stock to which such Warrant is exercisable.

Series A-1 Preferred Stock

On June 21, 2024, the Company filed with the Secretary of State of the State of Delaware the Series A-1 Certificate of Designation. Under the terms of the Series A-1 Certificate of Designation, each share of Series A-1 Preferred Stock has an original issue price of $455,822.59 (the “A-1 Original Issue Price”) and a liquidation value, payable pari passu with the Common Stock, as if such shares were convertible into 541,357 shares, or an aggregate of 31,940,063 shares of Common Stock, subject to adjustment. The Series A-1 Preferred Stock is non-voting and non-convertible into Common Stock. Holders of the Series A-1 Preferred Stock are entitled to receive dividends or distributions on each share of Series A-1 Preferred Stock equal to dividends or distributions actually paid on each share of Common Stock, multiplied by the number of shares of Common Stock represented by the Series A-1 Preferred Stock Liquidation Value (as defined in the Series A-1 Certificate of Designation). The Series A-1 Preferred Stock will become convertible into shares of Series B-1 Preferred Stock when Stockholder Approval is obtained.

Under the terms of the Series A-1 Certificate of Designation, the Certificate of Designation for any additional shares of Series A Preferred Stock, a form of which is attached hereto as Appendix F (the “Series A Certificate of Designation”), the Series B-1 Certificate of Designation and the Certificate of Designation for any additional shares of Series B Preferred Stock, a form of which is attached hereto as Appendix E (the “Series B Certificate of Designation”), at all times when the holders of the Preferred Stock beneficially own at least 10.0% of the capital stock of the Company (subject to adjustment as indicated in the applicable Certificate of Designation), such holders of the Preferred Stock, exclusively and voting together as a separate class, will have the right to appoint one (1) director to the Board. At all times holders of the Preferred Stock beneficially own at least 15.0% of the capital stock of the Company (subject to adjustment as indicated in the applicable Certificate of Designation), such holders of the Preferred Stock, exclusively and voting together as a separate class, will have the right to appoint a second director to the Board. At all times holders of the Preferred Stock beneficially own at least 30.0% of the capital stock of the Company (subject to adjustment as indicated in the applicable Certificate of Designation), such holders of the Preferred Stock, exclusively and voting together as a separate class, will have the right to appoint a third director to the Board. At all times holders of the Preferred Stock beneficially own at least 40.0% of the capital stock of the Company (subject to adjustment as indicated in the applicable Certificate of Designation), such holders of the Preferred Stock, exclusively and voting together as a separate class, will have the right to nominate and designate a fourth director, who shall be designated by the Board or the nominating committee of the Board to a class of common directors and stand for election as a common director on the Board; provided that, the nominating committee of the Board determine that such appointment of the fourth director not result in a change of control under any Company governing documents or violate any applicable laws, including requirements of the SEC and Nasdaq. In the event that any such fourth director is not approved by the stockholders of the Company at the applicable annual meeting of stockholders, the holders of record of the shares of Preferred Stock will have the right to appoint and elect a replacement for such director, pursuant to the approval requirements set forth above. To the extent any of such directors qualify to serve on any committees of the Board, for each such committee for which at least one (1) director is qualified, such director will be invited to serve on such committee of the Board. So long as the holders of Preferred Stock have a right to appoint a director, the holders thereof will be entitled to appoint a non-voting observer to the Board. At all times when the holders of Preferred Stock have a right to appoint a director, the holders of Preferred Stock shall not vote any shares of Common Stock they receive upon the conversion of any Preferred Stock or the exercise of any Warrants in any appointment of directors.

At any time after June 21, 2029, the outstanding shares of Series A-1 Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the A-1 Original Issue Price (as defined in the Series A-1 Certificate of Designation) plus all accrued and unpaid dividends thereon, up to and including the date of redemption and (ii) the number of shares of Common Stock represented by the Series A-1 Liquidation Value (as defined in the Series A-1 Certificate of Designation) multiplied by the average of the closing sale price of the Common Stock for the 5 business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to

certain excluded issuances (as defined in the Series A-1 Certificate of Designation), the Series A-1 Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock represented by the liquidation preference. Additionally, the Series A-1 Preferred Stock provides that, to the extent the Initial Warrant so requires, the number of shares of Common Stock represented by the Series A-1 Liquidation Value will be increased as set forth in the Initial Warrant.

Until the later of (i) such time when the holders of Preferred Stock shall no longer beneficially own at least 5% of the outstanding capital stock of the Company and (ii) June 21, 2029, the Series A-1 Preferred Stock shall have certain other protective provisions including, among others, limiting the ability of the Company to perform any of the following without the affirmative vote or consent of the holders of the Preferred Stock: (a) liquidate, dissolve or wind-up the business and affairs of the Company or effect any event that requires a distribution to the Company’s stockholders in accordance to their liquidation preference, or any other merger, consolidation, statutory conversion, transfer, domestication or continuance; (b) amend, alter or repeal any provision of the certificate of formation or bylaws of the Company in a manner that adversely affects the special rights, powers and preferences of the Preferred Stock (or any series thereof); (c) create or issue or obligate itself to issue shares of, or reclassify, any capital stock other than excluded issuances (as defined in the Series A-1 Certificate of Designation); (d) increase or decrease the authorized number of shares of preferred stock, or create any additional class or series of capital stock of the Company (other than increases in the number of authorized shares of Common Stock); or (e) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than (x) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized therein or in the certificate of designation of any Preferred Stock, and (y) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock.

Reasons for the Financing and Seeking Stockholder Approval

Nasdaq Marketplace Rule 5635(d) requires us to obtain Stockholder Approval prior to the sale, issuance or potential issuance of Common Stock (or securities convertible into or exercisable for Common Stock) in connection with a transaction other than a public offering at a price less than the minimum price which either alone or together with sales by officers, directors or substantial stockholders of the Company equals 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance. On June 21, 2024, the initial closing date and date of execution of the Purchase Agreement and the Credit Agreement, the applicable “minimum price” was $0.844 per share. Stockholder Approval of this proposal will constitute Stockholder Approval for purposes of Nasdaq Marketplace Rule 5635(d). To the extent the Financing would be considered a transaction that would be covered under Nasdaq Marketplace Rule 5635(b), approval of this proposal would also constitute Stockholder Approval for purposes of Nasdaq Marketplace Rule 5635(b).

In June 2024, our Board unanimously determined that the terms of the Financing were in the best interests of the Company and its stockholders for the following reasons:

•        On August 31, 2023, the Department of Energy issued a Conditional Commitment in favor of the Company for a potential approximately $400 million loan to finance four automated manufacturing lines for the Company’s Z3 batteries. In mid-2023, anticipating the Conditional Commitment, the Company began exploring additional funding that it would need, including extending or refinancing its $100 million credit facility (the “Atlas Facility”) by and among the Company, ACP Post Oak Credit I LLC (“Atlas”), as administrative agent and collateral agent and the lenders party thereto.

•        After discussions with Atlas, the Company determined that its funding needs would have to include the refinancing of the Atlas Facility. Therefore, the Company began to pursue a range of debt and equity financing alternatives.

•        After reviewing the identified alternatives, the Company determined that the amount of capital available, even on an aggregate basis, was not sufficient to provide the funding necessary for the Company’s future operations through profitability. Therefore, the Company explored the availability of a large, secured financing. This led to the Company and Cerberus to begin discussions and resulted in Cerberus providing in early 2024 a preliminary, non-binding indication of interest regarding an up to $300 million first lien senior secured debt facility.

•        While the Company was in discussions with Cerberus, it also independently entered into an engagement letter with Wells Fargo Securities, LLC (“Wells Fargo”) in early 2024 to assist the Company in identifying third parties to provide loans or debt securities of approximately $275 million to finance ongoing working capital requirements, capital expenditures and other general corporate purposes. In connection therewith, 23 potential financing sources were approached, ten prospective financing sources executed non-disclosure agreements with the Company which provided them access to the virtual data room, including an investor presentation and financial model of the Company and two prospective financing sources had one-on-one management presentations with the Company; however, none of these prospective financing sources provided a term sheet.

•        After reviewing the available financing alternatives, and discussions with the Company’s senior management and strategic advisors, the Board believed the Financing was the only viable solution with the highest degree of certainty available to the Company and was in the best interests of the stockholders in order to secure the financing necessary to meet the Company’s immediate needs to remain in operation and projected needs through profitability.

•        An additional significant benefit of the Financing was that Cerberus facilitated a payoff of the Atlas Facility. The Atlas Facility had an aggregate principal amount outstanding at termination of $100.0. The Company refinanced it for $27 million.

•        Also a benefit of the Financing is the Company’s belief that it will benefit from Cerberus’ deep operational and technical knowledge which the Company believes will enable it to expand its manufacturing capacity, streamline its supply change and strengthen its market position. The Company has already entered into agreements with Cerberus’ affiliates relating to business and operational needs of the Company and IT related services.

•        The ability to access capital under the Delayed Draw Term Loan and partnership with Cerberus provides the Company with a source of capital sufficient to meet the Company’s currently projected needs, while maintaining a potential option to proceed with the Department of Energy’s Conditional Commitment if Cerberus and the Department of Energy reach agreement on certain terms. Rather than having to focus on satisfying its immediate equity needs as it has previously, the Company is now able to focus on performance and profitability, expanding its manufacturing capacity, streamlining its supply chain, and strengthening its market position. The Delayed Draw Term Loan is milestone-based for additional draws and penalties, and is anticipated to allow management to focus on meeting milestones and ultimately profitability. Although there can be no certainty that the Company will meet the performance milestones, at the time of approval of the Financing, the Company and the Board believed the performance milestones were achievable, in which case the additional funding tranches would be available and the Equity Penalty securities would not be issuable.

•        Cerberus will be prevented from converting or exercising Series B Preferred Stock and Warrants, respectively, if such conversion or exercise would result in Cerberus beneficially owning more than the Beneficial Ownership Cap.

•        Cerberus is subject to a lock-up restriction pursuant to which Cerberus shall not transfer any securities issued pursuant to the Purchase Agreement until June 21, 2025. Such lock-up restrictions are intended to protect investors against excessive selling pressure in the market.

After giving consideration to these and other factors, our Board approved the Financing, which our Board believes was the most promising strategic path available to us.

Pursuant to our obligations under the terms of the Financing, we are seeking Stockholder Approval under this proposal to approve, for the purposes of Nasdaq Marketplace Rule 5635(d), the issuance in excess of 19.99% of the shares of Common Stock issued and outstanding as of June 21, 2024 of (i) additional shares of Common Stock of the Company issuable upon exercise of the Initial Warrant, (ii) shares of Common Stock issuable upon exercise of any Future Warrants issued pursuant to the terms of the Agreements, (iii) shares of Common Stock upon conversion of the shares of the Series B-1 Preferred Stock, pursuant to the terms of the Series B-1 Preferred Stock Certificate of Designation, and (iv) the issuance of Common Stock upon conversion of any subseries of Series B Preferred Stock of the Company that may be issued in the future pursuant to the terms of the Agreements.

Impact of Approval of the Issuance Cap Proposal

Following the Stockholder Approval, the Series A-1 Preferred Stock will be convertible into a number of shares of Series B Preferred Stock that are convertible into to the number of shares of Common Stock represented by the liquidation value of the Series A-1 Preferred Stock, the Warrant will no longer be subject to the Nasdaq Cap, and the exercise of the Initial Warrant would be subject to the Beneficial Ownership Cap. Each share of Series B-1 Preferred Stock will be convertible into shares of Common Stock, subject to the Beneficial Ownership Cap. Subsequent to the initial $75 million draw under the Delayed Draw Term Loan, and following Stockholder Approval, additional issuances of securities pursuant to the Agreements will be Warrants and/or shares of Series B Preferred Stock, at Cerberus’s option, instead of additional Shares of Series A Preferred Stock. The aggregate number of shares of Common Stock issuable pursuant to the Warrants and the Series B Preferred Stock will be subject to the Beneficial Ownership Cap, as of the applicable measurement date.

The Certificate of Designation for each subseries of Series B Preferred Stock will contain substantially similar terms to the Series A-1 Preferred Stock Certificate of Designation except that each share of Series B-1 Preferred Stock will be convertible into 1.0 million shares of Common Stock and will contain pre-emptive rights to participate in certain future offerings of equity securities by the Company.

Potential Consequences if the Issuance Cap Proposal is Not Approved

The failure of the Company’s stockholders to approve the Issuance Cap Proposal will prevent the Company from issuing securities in excess of the Nasdaq Cap under the Initial Warrant, any shares of Series B Preferred Stock, any Future Warrants or any shares underlying any Future Warrants. However, it would be possible for the Company to issue additional shares of Series A Preferred Stock to Cerberus.

In addition, borrowings under the Credit Agreement initially bear interest at an annual rate equal to 15.0% per annum. However, if the Company’s stockholders fail to approve this proposal within 90 days following the signing of the Credit Agreement, commencing on the first day of each applicable period and continuing until the date on which the Company receives Stockholder Approval, interest rate per annum will increase as follows: (a) from September 20, 2024 to October 19, 2024, an increase to an annual rate equal to 16.0% per annum; (b) from October 20, 2024 to November 18, 2024, an increase to an annual rate equal to 17.0% per annum; (c) from November 19, 2024 to December 18, 2024, an increase to an annual rate equal to 18.0% per annum; (d) from December 19, 2024 to January 17, 2025, an increase to an annual rate equal to 19.0% per annum; and (e) on January 18, 2024 to the date the Company obtains Stockholder Approval, an increase to an annual rate equal to 20% per annum. However, if Stockholder Approval is obtained after 90 days, the Company will be able to issue Series B Preferred Stock and Future Warrants pursuant to the Agreements, and the interest rate for borrowings under the Credit Agreement will return to an annual rate equal to 15.0% per annum.

In addition, if we do not obtain Stockholder Approval such that we are not permitted to issue Future Warrants or Series B Preferred Stock to Cerberus, should we need to raise additional capital, Cerberus may be less likely to invest additional sums in the Company other than those required by the Agreements, including not making available the Revolving Facility, and we may need to seek alternative sources of capital to fund our operations, which may not be available to us on favorable terms, or at all. We can provide no assurance that we would be successful in raising funds in the future or that such funds could be raised at acceptable prices. If we are unable to raise additional capital, then we may have difficulty entering into liquidity transactions, which would lead to a decrease in revenues and adversely affect our operations and business plans. Accordingly, our Board believes that providing the Company the flexibility to issue securities as described herein is advisable and in the best interests of the Company and our stockholders.

Effect on Current Stockholders

As of [•], 2024 there were [•] shares of Common Stock issued and outstanding and an aggregate of [•] shares of Common Stock issuable upon the conversion or exercise of outstanding convertible securities, including 43,276,194 shares of Common Stock underlying the Initial Warrant. Although the Initial Warrant contains anti-dilution protection, unless Stockholder Approval is obtained, the Initial Warrant is not exercisable for more than the Nasdaq Cap on the Initial Draw Date, and upon approval of the Issuance Cap Proposal, the Initial Warrant would no longer be subject to such limitation and would instead be subject to the Beneficial Ownership Cap.

Following the Initial Draw Date, on three separate predetermined draw dates, upon the achievement of the corresponding performance milestone for each such draw date and after obtaining Stockholder Approval, the Company will receive additional funds under the Credit Agreement and will issue securities under the Purchase Agreement in an amount equal to an aggregate Applicable Percentage of 33.0% at such time the Delayed Draw Term Loan is fully drawn. Upon subsequent draws under the Delayed Draw Term Loan and the achievement of the applicable milestones, if Stockholder Approval is obtained, the Company will issue Future Warrants and/or Series B Preferred Stock in accordance with the Agreements at Cerberus’s option. In the event the Company fails to achieve any milestones on any predetermined draw date or the one additional milestone measurement date, the Company will not receive the specific draw unless waived by Cerberus and will be subject to the Equity Penalty. Cerberus will be prevented from converting or exercising Series B Preferred Stock and Warrants, respectively, if such conversion or exercise would result in Cerberus beneficially owning more than the Beneficial Ownership Cap.

If Cerberus, as the purchaser, funds all draws under the Delayed Draw Term Loan and the Company meets each of the milestones under the Delayed Draw Term Loan, Cerberus will be entitled to receive Preferred Stock or Warrants aggregating to an Applicable Percentage of 33.0% or assuming the Company issues no other securities after [•], 2024, Preferred Stock and Warrants with respect to an aggregate of [•] shares of Common Stock. If Stockholder Approval is obtained such shares of Preferred Stock and Warrants would be convertible into or exercisable for shares of Common Stock, subject only to the Beneficial Ownership Cap.

If Cerberus funds all draws under the Delayed Draw Term Loan and the Company fails to meet all of the milestones under the Delayed Draw Term Loan, Cerberus would be entitled to receive Preferred Stock or Warrants aggregating to an Applicable Percentage of 49.0%, or assuming the Company issues no other securities after [•], 2024, Preferred Stock and Warrants with respect to an aggregate of [•] shares of Common Stock. If Stockholder Approval is obtained such shares of Preferred Stock and Warrants would be convertible into or exercisable for shares of Common Stock, subject only to the Beneficial Ownership Cap.

In addition, if the Company were to issue additional shares of Common Stock or securities convertible or exercisable into Common Stock or trigger anti-dilution protection under the Preferred Stock and Warrants, the Series B Preferred Stock and Warrants may become convertible or exercisable into additional shares of Common Stock up to the Beneficial Ownership Cap. The issuance, pursuant to the terms of the Warrants and the Series B Preferred Stock, of Common Stock will dilute the percentage ownership interest of all stockholders, could dilute the book value per share of the Common Stock and will increase the number of the Company’s outstanding shares, and upon conversion or exercise would dilute the voting power of the Common Stock, which could cause the market price of our Common Stock to decrease. Depressed trading prices of our Common Stock could further impair our ability to raise sufficient capital to carry on our business.

Following the Stockholder Approval, the Series A-1 Preferred Stock will convert into a number of shares of Series B-1 Preferred Stock that are convertible into the number of shares of Common Stock represented by the liquidation value of the Series A-1 Preferred Stock. Each share of Series B-1 Preferred Stock will be convertible into 1.0 million shares of Common Stock, subject to the Beneficial Ownership Cap.

Any holder or “group” (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of holders of Series B Preferred Stock and Warrants would be prevented from converting or exercising Series B Preferred Stock and Warrants if such conversion or exercise would result in such holder or group of holders beneficially owning more than the Beneficial Ownership Cap at any given time. Because such Beneficial Ownership Cap only applies as of a moment in time, if the holder or group of holders were to transfer shares of Common Stock, Series B Preferred Stock or Warrants to a third party, an aggregate number of shares of Common Stock of more than the Beneficial Ownership Cap as to any single holder, could be issuable under the Series B Preferred Stock and Warrants. Given that the Warrants and Series B Preferred Stock would be exercisable and convertible into Common Stock, as applicable, the voting power of the currently outstanding Common Stock could therefore be significantly diluted.

PROPOSAL NO. 2: APPROVAL OF THE ADJOURNMENT PROPOSAL

Background of and Reasons for the Adjournment Proposal

The Board believes that (i) if the number of shares of the Company’s Common Stock voted is insufficient to approve the Issuance Cap Proposal or (ii) in the absence of a quorum, it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the Issuance Cap Proposal.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning or postponing the Special Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Issuance Cap Proposal. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 1, we could adjourn the Special Meeting without a vote on such proposal and seek to convince our stockholders to change their votes in favor of such proposal and/or convince our stockholders who have not voted their shares to vote them in favor of Proposal 1.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast on the Adjournment Proposal. All proposals presented at the Special Meeting are “non-routine” matters and, therefore, there will be no “broker non-votes.”

THE BOARD RECOMMENDS A VOTE

FOR APPROVAL OF THE ADJOURNMENT PROPOSAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information relating to the beneficial ownership of our Common Stock as of [•], 2024 by:

•        each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Common Stock;

•        each of our directors, nominees and named executive officers; and

•        all directors and executive officers as a group.

A person is a “beneficial owner” of a security if that person has or shares voting or investment power over the security or if that person has the right to acquire sole or shared voting or investment power over the security within 60 days. Unless otherwise noted, these persons, to our knowledge, have sole voting and investment power over the shares listed. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Common Stock subject to options, warrants and restricted stock units held by that person that are currently exercisable or exercisable within 60 days of [•], 2024.

Unless stated otherwise, the percentage of shares beneficially owned is computed on the basis of [•] shares of our Common Stock outstanding as of [•], 2024.

____________

*        Less than 1%.

(1)      The business address of each of these entities or individuals is c/o 3920 Park Avenue Edison, New Jersey 08820.

(2)      Includes shares of Common Stock underlying restricted stock units.

(3)      Represents (i) 268,869 shares of Common Stock directly owned by Mr. Stidolph, (ii) 473,613 shares of Common Stock issuable upon exercise of vested options held by Mr. Stidolph, (iii) 32,328 restricted stock units and 120,633 options issuable upon exercise within 60 days of [•], 2024, (iv) 2,653,272 shares of Common Stock in which Mr. Stidolph has a pecuniary interest in that are held directly by AltEnergy LLC, or AltEnergy, AltEnergy Storage LLC, or AltEnergy I, AltEnergy Storage II LLC, or AltEnergy II, AltEnergy Storage V LLC, or AltEnergy V, AltEnergy VI LLC, or AltEnergy VI, AltEnergy

Storage Bridge LLC, or Bridge, AltEnergy Transmission LLC, or Transmission, AltEnergy Storage Bridge Phase II LLC, or Bridge II (collectively, the “AltEnergy Shares”) and (v) 360,531 shares of Common Stock issuable upon conversion of the outstanding 26.5% Convertible Senior PIK Notes due 2026 held by AE Convert, LLC. Mr. Stidolph disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. Mr. Stidolph is the managing director of AltEnergy, the managing member of each of AltEnergy I, AltEnergy II, AltEnergy VI, AltEnergy V, Bridge, Transmission and Bridge II, and has voting and dispositive power with respect to the AltEnergy Shares. Mr. Stidolph is a manager of AE Convert, LLC, and has voting and dispositive power with respect to the securities owned by AE Convert, LLC. The percentage of shares beneficially owned by Mr. Stidolph is computed on the basis of [•] shares of our common stock outstanding as of [•], 2024, 473,613 shares of Common Stock issuable upon exercise of vested options held by Mr. Stidolph, 32,328 restricted stock units and 120,633 options issuable upon exercise within 60 days of [•], 2024, the AltEnergy Shares and 360,531 shares of Common Stock issuable upon conversion of the outstanding 26.5% Convertible Senior PIK Notes due 2026 held by AE Convert, LLC. The address of Mr. Stidolph and each of the above referenced entities is 137 Rowayton Avenue, Rowayton, CT 06853.

(4)      Includes 43,276,194 shares of Common Stock of the Company issuable upon exercise of the Initial Warrant that is directly held by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC (“CCM Denali Equity GP”) is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. (“Cerberus Capital Management II”) is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, each of CCM Denali Equity GP and Cerberus Capital Management II may be deemed to beneficially own the securities of the Company held directly by CCM Denali Equity. The address for each of CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II is 875 Third Avenue, 11th Floor, New York, NY 10022.

(5)      Represents 11,869,955 shares of Common Stock issuable upon conversion of outstanding warrants held by High Trail Capital and its affiliates. The percentage of shares beneficially owned by High Trail Capital and its affiliates is computed on the basis of [•] shares of our Common Stock outstanding as of [•], 2024 and 11,869,955 shares of Common Stock issuable upon conversion of warrants held by High Trail Capital and its affiliates as [•], 2024. This statement should not be construed as an admission that any of the foregoing persons or any reporting person is the beneficial owner of the shares listed herein. The address for this stockholder is 80 River Street, Suite 4C, Hoboken, NJ 07030.

INFORMATION ABOUT THE PROXY PROCESS AND VOTING

When are this Proxy Statement and the accompanying materials scheduled to be sent to stockholders?

On or about [•], 2024, we will begin mailing our proxy materials, including the Notice of Special Meeting, this Proxy Statement and the accompanying proxy card.

Who can vote at the Special Meeting?

The outstanding voting securities of Eos are shares of Common Stock. There were [•] shares of Common Stock outstanding as of [•], 2024, the Record Date. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Special Meeting. Furthermore, none of the 43,276,194 shares of the Company’s Common Stock that may be actually issued upon exercise of the Initial Warrant through the close of business on the Record Date are entitled to vote on the Issuance Cap Proposal in accordance with Nasdaq Interpretative Material 5635-2.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of [•], 2024 you may vote online during the virtual Special Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet, or by telephone. Whether or not you plan to attend online the virtual Special Meeting, we encourage you to vote by proxy ahead of the Special Meeting to ensure your vote is counted. Even if you have submitted a proxy before the Special Meeting, you may still attend the Special Meeting and vote. In such case, your previously submitted proxy will be disregarded.

•        To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Special Meeting, we will vote your shares in accordance with the Proxy Card.

•        To vote by proxy over the internet before the Special Meeting, follow the instructions as directed on the enclosed proxy card.

•        To vote by telephone, you may vote by proxy by calling the toll-free number found on the enclosed proxy card.

•        To vote at the virtual Special Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting login page for assistance.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account.

If you are a beneficial owner as described above, you should have received a Proxy Card and voting instructions with these proxy materials from the brokerage firm, bank, dealer or other similar organization that holds your shares, rather than from us. Simply complete and mail the Proxy Card to ensure that your vote is counted. To vote online at the virtual Special Meeting, you must obtain a valid proxy from your broker, bank, dealer or other agent and follow the accompanying instructions included with these proxy materials.

We provide internet proxy voting to allow you to vote your shares online before the Special Meeting, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

What am I voting on?

There are two matters scheduled for a vote:

•        Proposal 1:    To approve, for the purposes of Nasdaq Marketplace Rule 5635(d), the issuance in excess of the Nasdaq Cap of additional shares of Common Stock pursuant to the terms of the Agreements.

•        Proposal 2:    To approve the adjournment of the Special Meeting in order to solicit additional proxies (i) if there are insufficient votes at the time of the Special Meeting to approve Proposal 1 described above or (ii) in the absence of a quorum.

How does the Board recommend that I vote on the proposals?

The Board recommends that you vote as follows:

•        “FOR” Proposal 1:    the Issuance Cap Proposal.

•        “FOR” Proposal 2:    the Adjournment Proposal.

What is the required vote to approve the proposal discussed in this Proxy Statement?

With respect to Issuance Cap Proposal and the Adjournment Proposal, the affirmative vote of the majority of votes cast is required for approval. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting. All proposals presented at the Special Meeting are “non-routine” matters and, therefore, there will be no “broker non-votes.”

What are “broker non-votes”?

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to instruct your broker to vote your shares. If you do not give instructions to your broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. All proposals presented at the Special Meeting are considered “non-routine” matters under applicable rules and, therefore, if you do not give instructions to your broker, there will be no “broker non-votes.”

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date.

What if I return a Proxy Card but do not make specific choices?

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “FOR” the Issuance Cap Proposal and “FOR” the Adjournment Proposal. If any other matter is properly presented at the Special Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

•        You may submit another properly completed proxy with a later date.

•        You may send a written notice that you are revoking your proxy to our Investor Relations Department at 3920 Park Avenue, Edison, New Jersey 08820, 312-445-2870 or email ir@eose.com.

•        You may attend the virtual Special Meeting through online presence and vote online. Simply attending the Special Meeting will not, by itself, revoke your prior proxy.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s Annual Meeting?

If you wish to submit a stockholder proposal pursuant to Rule 14a-8 of the Exchange Act to be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by January 1, 2025 to Eos Energy Enterprises Inc., c/o Elizabeth Higley, 3920 Park Avenue, Edison, New Jersey 08820, or email at ir@eose.com.

Pursuant to our Second Amended and Restated Bylaws (the “Bylaws”), in order for a stockholder to present a proposal at the annual meeting, other than 14a-8 proposals to be included in the Proxy Statement as described above, or to nominate a director, you must give timely notice thereof in writing to the Corporate Secretary at Eos Energy Enterprises Inc., 3920 Park Avenue, Edison, New Jersey 08820, which must be received between January 1, 2025 and January 31, 2025; provided that if the date of the 2025 annual meeting is more than 30 days before or more than 60 days after May 1, 2025, notice must be received no earlier than 120 days prior to such annual meeting and no later than the later of the 90th day prior to the annual meeting date or the 10th day following the day on which public announcement of the 2025 annual meeting date is first made by the Company. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements, including the timing and other requirements, under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2025 Annual Meeting of Stockholders must also provide notice to our Corporate Secretary that sets forth all information required by Rule 14a-19 under the Exchange Act, and such notice must be received no later than March 2, 2025. A shareholder seeking to utilize the universal proxy rules must comply with those rules and must also comply with our Bylaws, including the obligation to provide timely notice as described above.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of Common Stock issued and outstanding and entitled to vote are present online at the virtual Special Meeting or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Special Meeting. On the record date for the Special Meeting, there were [•] shares of Common Stock outstanding and entitled to vote. Thus, the holders of [•] shares must be present or represented by proxy at the Special Meeting to have a quorum.

If there is no quorum, either the chair of the Special Meeting or a majority in voting power of the stockholders entitled to vote at the Special Meeting, present online or represented by proxy, may adjourn the Special Meeting to another time or place. Abstentions will count toward the establishment of a quorum, but “broker non-votes” will not count toward the establishment of a quorum because no routine matters will be brought before the meeting.

How can I find out the results of the voting at the Special Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Special Meeting.

Who can help answer my questions?

If you have questions about this Proxy Statement or if you need additional copies of the proxy materials, you should contact our Investor Relations department at 312-445-2870 or email ir@eose.com. To obtain timely delivery, our stockholders must request the materials on or before [•], 2024 to facilitate timely delivery.

Who will solicit and pay the cost of soliciting proxies?

Eos will pay the cost of soliciting proxies for the general meeting. Eos will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, mail, on the Internet or at the Special Meeting. They will not be paid any additional amounts for soliciting proxies. In addition, we have retained Sodali to act as a proxy solicitor in conjunction with the Special Meeting. We have agreed to pay that firm $12,500, plus reasonable out-of-pocket expenses, for proxy solicitation services.

How do I attend the Special Meeting?

Our Board has determined to hold a virtual-only Special Meeting. You may attend the Special Meeting live via the Internet at www.virtualshareholdermeeting.com/EOSE2024SM. Stockholders will need the 16-digit control number provided on their proxy card, voting instruction form or notice. We suggest you log in at least 15 minutes before the start of the meeting.

Can I ask questions at the Special Meeting?

Stockholders as of our Record Date will have an opportunity to submit questions live via the Internet during the meeting. The Special Meeting site will provide stockholders with information regarding (i) time guidelines for their questions, rules around what types of questions are allowed, and rules for how questions and comments will be recognized and disclosed to meeting participants; and (ii) procedures for posting appropriate questions received during the meeting and our answers on our website as soon as practical after the meeting. Once you are logged into the Special Meeting, you will be able to submit your questions directly to the Company. Our virtual meeting will be governed by our rules of conduct and procedures, which will be posted at [•] in advance of the Special Meeting.

Appendix A

Execution Version

CREDIT AND GUARANTY AGREEMENT

dated as of June 21, 2024

among

EOS ENERGY ENTERPRISES, INC.,
as Borrower,

THE GUARANTORS PARTY HERETO,

VARIOUS LENDERS,

and

CCM DENALI DEBT HOLDINGS, LP,
as Administrative Agent and Collateral Agent

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