EXPLANATORY NOTE

This registration statement registers the resale of up to 4,000,000 shares of Class A common stock (the “PIPE Shares”), par value $0.0001 per share (the “Class A common stock”) of B. Riley Principal Merger Corp. II, a Delaware corporation (“BMRG”), by the selling stockholders named in this prospectus (or their permitted transferees) (the “Selling Stockholders”), who are to be issued the PIPE Shares in a private placement immediately prior to the closing of BMRG’s proposed business combination (the “business combination”) with BMRG Merger Sub, LLC (“Merger Sub I”), BMRG Merger Sub II, LLC (“Merger Sub II”), Eos Energy Storage LLC (“Eos”), New Eos Energy LLC (“Newco”) and AltEnergy Storage VI, LLC (“AltEnergy”). In connection with the closing of the business combination, each share of Class A common stock, including the PIPE Shares, will be reclassified as a share of common stock, par value $0.0001 per share (“common stock”).

The PIPE Shares will not be issued and outstanding prior to the closing of the business combinaton. Further, the holders of the PIPE Shares will not receive any proceeds from the trust account established in connection with BMRG’s initial public offering in the event BMRG does not consummate an initial business combination by the November 22, 2021 deadline set forth in its current certificate of incorporation. In the event the conditions precedent to the consummation of the business combination are not met or waived, then the PIPE Shares will not be issued and BMRG will seek to withdraw this registration statement prior to its effectiveness.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Table of Contents

You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

•        “trust account” means the trust account established in connection with the IPO.

•        “units” means the units of the Company, each consisting of one share of Class A common stock and one-half of one redeemable warrant of the Company, with each such warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

•        “warrants” means the private placement warrants and public warrants.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this prospectus in relation to Eos has been provided by Eos and its management team, and forward-looking statements include statements relating to Eos’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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. Forward-looking statements in this prospectus may include, for example, statements about:

•        our ability to complete the initial business combination, or, if not consummate the business combination, any other business combination;

•        the benefits of the business combination;

•        the future financial performance of the combined company following the business combination;

•        expansion plans and opportunities; and

•        our potential ability to obtain financing to complete the business combination.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

•        satisfaction of conditions to the business combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to obtain the listing of our common stock on Nasdaq following the business combination;

•        our ability to raise financing in the future;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the business combination;

•        our public securities’ potential liquidity and trading;

•        changes adversely affecting the business in which Eos is engaged;

•        unfavorable conditions or disruptions in the capital and credit markets;

•        Eos’s inability to forecast trends accurately;

•        Eos’s ability to generate cash, service indebtedness and incur additional indebtedness;

•        restrictive covenants that may limit Eos’s business and Eos’s ability to engage in certain corporate and financial transactions;

•        Eos’s ability to obtain capital on commercially reasonable terms;

•        fluctuations in Eos’s revenue and operating results;

•        competition from existing or new competitors;

•        risks associated with security breaches in Eos’s information technology systems;

•        Eos’s success in retaining or recruiting management and key employees;

•        risks related to legal proceedings or claims, including liability claims;

•        risks related to labor disputes;

•        risks associated with changes in federal, state, or local laws;

•        risks associated with potential costs of regulatory compliance; and

•        risks associated with changes to U.S. trade policies;

•        risks resulting from the impact of global pandemics, including the novel coronavirus, COVID-19;

•        general economic conditions; and

•        other factors detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to us or that we consider immaterial as of the date of this prospectus. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

Risks Related to Eos’s Business and Industry

Eos has a history of losses and has to deliver significant business growth to achieve sustained, long-term profitability and long-term commercial success.

Eos has had net losses on a GAAP basis in each fiscal quarter since its inception. For the two-year period ended December 31, 2019 and for the nine-month period ended September 30, 2020, Eos had $28.5 million, $79.5 million and $45.3 million in net losses, respectively. In order to achieve profitability as well as long-term commercial success, Eos must continue to execute its plan to expand its business, which will require Eos to deliver on its existing global sales pipeline in a timely manner, increase its production capacity, grow demand for its products, and seize new market opportunities by leveraging its proprietary technology and its manufacturing processes for novel solutions. Failure to do one or more of these things could prevent Eos from achieving sustained, long-term profitability.

As Eos in transitioning from its research and development and its system pilot phase and into a full commercial phase, Eos expects, based on its sales pipeline, to grow revenues. However, Eos’s revenue may not grow as expected for a number of reasons, many of which are outside of Eos’s control, including a decline in global demand for battery storage products, increased competition, or Eos’s failure to continue to capitalize on growth opportunities. If Eos is not able to sustain revenue growth and raise the capital necessary to support its operations, it may be unable to continue as a going concern.

Eos identified material weaknesses in its internal control over financial reporting at December 31, 2019 and 2018, and Eos may identify additional material weaknesses in the future that may cause Eos to fail to meet its reporting obligations or result in material misstatements of its financial statements. If Eos fails to remediate any material weaknesses or if Eos otherwise fails to establish and maintain effective control over financial reporting, Eos’s ability to accurately and timely report its financial results could be adversely affected.

Eos is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and is therefore not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Upon becoming a public company, Eos will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in Eos’s quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though Eos will be required to disclose changes made in its internal controls and procedures on a quarterly basis, Eos will not be required to make its first annual assessment of its internal control over financial reporting pursuant to Section 404 until the year following Eos’s first annual report required to be filed with the SEC. However, as an emerging growth company, Eos’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 until the later of the year following Eos’s first annual report required to be filed with the SEC and the annual revenues are $100 million or greater, or the date Eos is no longer an emerging growth company. At such time, Eos’s independent registered public accounting firm may issue a report that is adverse in the event it is not effective.

Notwithstanding the foregoing, in connection with the audits of Eos’s financial statements for the years ended December 31, 2019 and 2018, Eos and its auditors identified certain control deficiencies in the design and operation of Eos’s internal control over financial reporting that constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Eos’s financial statements will not be prevented or detected on a timely basis.

The material weaknesses resulted from Eos’s lack of (i) a formalized internal control framework, (ii) segregation of duties in the financial reporting process, (iii) review and approval of journal entries, and (iv) management review controls. These remain material weaknesses as of the date of this prospectus. In order to remediate these material

weakness, Eos plans to hire additional personnel. In addition, Eos has implemented, and plans to continue to implement, new controls, new processes and technologies to implement formalized internal controls framework and procedures. Eos cannot provide any assurances that the measures that Eos has taken to remediate, and that will take to remediate, these material weaknesses will be sufficient to prevent future material weaknesses from occurring. Eos also cannot assure you that it has identified all of its existing material weaknesses.

In light of the control deficiencies and the resulting material weaknesses that were identified, Eos believes that it is possible that, had Eos and its registered public accounting firm performed an assessment or audit, respectively, of Eos’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified.

When evaluating Eos’s internal control over financial reporting, Eos may identify material weaknesses that it may not be able to remediate in time to meet the applicable deadline imposed upon Eos for compliance with the requirements of Section 404. If Eos is unable to remediate its existing material weaknesses or identify additional material weaknesses and is unable to comply with the requirements of Section 404 in a timely manner or assert that Eos’s internal control over financial reporting is effective, or if Eos’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of Eos’s internal control over financial reporting once it is no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of Eos’s financial reports and the market price of Eos’s common stock could be negatively affected, and Eos could become subject to investigations by the stock exchange on which its securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Eos’s relatively recent commercialization of its products makes it difficult to evaluate Eos’s future prospects.

Since its inception, Eos has sold only ten (10) Eos Znyth® DC battery systems to its customers. Eos began commercializing its products as recently as 2018, and while its research and development activities successfully established the efficacy of Eos’s chemistry, Eos struggled to incorporate its proven technologies into an effective manufacturing design. Although the relatively long research and development runway has given Eos the time to refine its designs and optimize its technologies, the latest generation of Eos’s products have been brought to market only recently.

Eos’s success will depend on its ability to manufacture products at scale while timely meeting customers’ demands, and overcome any negative perception in the market related to its historical manufacturing challenges, and Eos may not be able to generate sufficient customer confidence in Eos’s latest designs and ongoing product improvements. Eos’s inability to predict the extent of customer adoption of Eos’s proprietary technologies in the already-established traditional energy storage market makes it difficult to evaluate Eos’s future prospects.

If demand for low-cost energy storage solutions does not continue to grow or grows at a slower rate than we anticipate, Eos’s business and results of operations may be impacted.

Eos’s flagship product, the Eos Znyth® system, is a Znyth® battery that can be used as an alternative to lithium-ion (“Li-ion”) batteries. Eos’s products are being piloted by eight blue chip utilities and commercial and industrial (“C&I”) end users. The pilots are being used on several use cases including, solar shifting, peak shaving, price arbitrage, utility ancillary services and microgrids. Eos cannot provide any assurances that utilities or C&I users will adopt Eos’s products as alternative energy storage solutions at levels sufficient to grow Eos’s business.

The viability and demand for Eos’s products, may be affected by many factors outside of its control, including:

•        cost competitiveness, reliability and performance of Eos’s products compared to Li-ion products;

•        levels of investment by end users of energy storage products, which may decrease when economic growth or energy demand slows resulting in a reduction in battery purchases generally;

•        expansion of electricity use across the global economy, including growth of the electric vehicle market. If electric vehicles sales slow, thus diminishing the demand for Li-ion, then Li-ion competitors could move capacity to the stationary battery storage market to avoid shutting factories, which could put pressures on pricing in the market;

•        strength of the renewable energy industry and associated integration opportunities for Eos’s products;

•        a favorable regulatory landscape, including: full adoption by the states in the US of the Federal Energy Regulatory Commission’s Order 841, which mandates that battery storage can participate in the demand response and ancillary markets; incentives for the implementation of battery storage by state regulators; and adoption by Congress of an investment tax credit for standalone battery storage; and

•        the emergence, continuance or success of other alternative energy storage technologies and products.

If Eos does not manage these risks and overcome these potential difficulties outside of its control successfully, Eos’s business and results of operations may suffer.

Failure to deliver the benefits offered by Eos’s technologies, or the emergence of improvements to competing technologies, could reduce demand for Eos’s products and harm its business.

Eos believes that, compared to Li-ion batteries, Eos’s energy storage solutions offer significant benefits, including the use of widely-available and low-cost materials with no rare earth components, full recyclability at end-of-life, a fifteen (15) to thirty (30) year product life requiring minimal maintenance, and a wide thermal operating range that eliminates the need for the fire suppression and heating, ventilation and air conditioning equipment (“HVAC”), which would otherwise be required for use with Li-ion batteries.

However, if Eos’s manufacturing costs increase, or if its expectations regarding the operation, performance, maintenance and disposal of Eos’s products are not realized, then Eos could have difficulty marketing its products as a superior alterative to already-established technologies and impact the market reputation and adoptability of Eos’s products. In addition, developments of existing and new technologies could improve their cost and usability profile, reducing any relative benefits currently offered by Eos’s products which would negatively impact the likelihood of Eos’s products gaining market acceptance.

As Eos endeavors to expand its business, it will incur significant costs and expenses, which could outpace its cash reserves. Unfavorable conditions or disruptions in the capital and credit markets may adversely impact business conditions and the availability of credit.

Eos expects to incur additional costs and expenses in the future related to the continued development and expansion of its business, including in connection with expanding its manufacturing capabilities to significantly increase production capacity, developing its products, maintaining and enhancing its research and development operations, expanding its sales, marketing, and business development activities in the United States and internationally, and growing its project management, field services and overall operational capabilities for delivering projects. Eos does not know whether its revenues will grow rapidly enough to absorb these costs or the extent of these expenses or their impact on Eos’s results of operations.

The business combination between Eos and BMRG is subject to the condition that BMRG has an aggregate of at least $110 million of available cash, after giving effect to any exercise of redemption rights by BMRG’s public stockholders and BMRG’s receipt of equity financing from the investors. As a result, Eos currently expects to have access to significant cash resources from BMRG as a result of the transactions contemplated by the Merger Agreement. However, such cash from BMRG, together with the cash that Eos generates from its business and cash that it may borrow, if credit is available, may not be sufficient to fund Eos’s capital requirements.

Disruptions in the global capital and credit markets as a result of an economic downturn, economic uncertainty, changing or increased regulation, or failures of significant financial institutions could adversely affect Eos’s customers’ ability to access capital and could adversely affect Eos’s access to liquidity needed for business in the future. Eos’s business could be hurt if it is unable to obtain additional capital as required, resulting in a decrease in Eos’s revenues and profitability.

The loss of one or more members of Eos’s senior management team or other key personnel or Eos’s failure to attract additional qualified personnel may adversely affect Eos’s business and its ability to achieve its anticipated level of growth.

Eos depends on the continued services of its senior management team, including its chief executive officer, chief strategy officer and chief financial officer, and other key personnel, each of whom would be difficult to replace. The loss of any such personnel could have a material adverse effect on Eos’s business and its ability to implement its business strategy. All of Eos’s employees, including its senior management, are free to terminate their employment relationships with Eos at any time. Eos does not maintain key-person insurance for any of its employees, including senior management.

Additionally, Eos’s ability to attract qualified personnel, including senior management and key technical personnel, is critical to the execution of its growth strategy. Competition for qualified senior management personnel and highly skilled individuals with technical expertise is extremely intense. Eos faces and is likely to continue to face challenges identifying, hiring, and retaining qualified personnel in all areas of its business. In addition, integrating new employees into Eos’s team could prove disruptive to its operations, require substantial resources and management attention, and ultimately prove unsuccessful. Eos’s failure to attract and retain qualified senior management and other key technical personnel could limit or delay its strategic efforts, which could have a material adverse effect on Eos’s business, financial condition, results of operations, and prospects.

Third parties might attempt to gain unauthorized access to Eos’s network or seek to compromise its products and services.

From time to time, Eos may face attempts by others to gain unauthorized access through the Internet or to introduce malicious software to Eos’s IT systems. Eos or its products may be a target of computer hackers, organizations or malicious attackers who attempt to:

•     gain access to its network or data centers or those of Eos’s customers;

•     steal proprietary information related to Eos’s business, products, employees, and customers;

•     or interrupt Eos’s systems or those of its customers.

From time to time, Eos encounters intrusions or attempts at gaining unauthorized access to its network and Eos routinely runs intrusion checks. To date, none has resulted in any material adverse impact to Eos’s business or operations; however, there can be no guarantee that such intrusions will not be material in the future. While Eos seeks to detect and investigate all unauthorized attempts and attacks against its network and products, and to prevent their recurrence where practicable through changes to its internal processes and tools and/or changes to its products, Eos remains potentially vulnerable to additional known or unknown threats. In addition to intentional third-party cyber-security breaches, the integrity and confidentiality of company and customer data may be compromised as a result of human error, product defects, or technological failures. Cybersecurity breaches, whether successful or unsuccessful, and other IT system interruptions, including those resulting from human error and technological failures, could result in Eos incurring significant costs related to, for example, rebuilding internal systems, reduced inventory value, providing modifications to its products and services, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps with respect to third parties.

The failure or breach of Eos’s IT systems could affect its sales and operations.

Eos’s email and collaboration tools are outsourced to a managed services provider, Delval Technology Solutions (“DTS”). While Eos regularly reviews the cyber security tools and other security protection provided by DTS and DTS regularly runs intrusion and other security tests on services provided to Eos, there can be no guarantee that a failure or breach of such systems will not occur. Eos operates a number of IT systems throughout its business that could fail for a variety of reasons, including the threats of unauthorized intrusions and attackers. If such failures were to occur, Eos may not be able to sufficiently recover to avoid the loss of data or any adverse impact on Eos’s operations that are dependent on such IT systems. This could result in lost sales as Eos may not be able to meet the demands for its product.

Furthermore, because Eos’s IT systems are essential for the exchange of information both internally and in communicating with third parties, including its suppliers and manufacturers, cyber-security breaches could potentially lead to the unauthorized release of sensitive, confidential or personal data or information, improper use of its systems, or, unauthorized access, use, disclosure, modification or destruction of information or defective products. If these cyber-security breaches continue, Eos’s operations and its ability to communicate both internally and with third parties may be negatively impacted. Additionally, if Eos tries to remediate its cyber-security problems, it could face significant unplanned capital investments and any damage or interruption could have a material adverse effect on its reputation, business, financial condition, and results of operations.

Eos may not be able to identify or complete transactions with attractive acquisition candidates. Future acquisitions may result in significant transaction expenses and Eos may incur significant costs. Eos may experience integration and consolidation risks associated with these future acquisitions.

Eos may from time to time selectively pursue on an opportunistic basis acquisitions of additional businesses that complement Eos’s existing business and footprint. The success of any such growth strategy would depend, in part, on selecting strategic acquisition candidates at attractive prices and effectively integrating their businesses into Eos’s own, including with respect to financial reporting and regulatory matters. There can be no assurance that Eos will be able to identify attractive acquisition candidates or complete the acquisition of any identified candidates at favorable prices and upon advantageous terms and conditions, including financing alternatives.

Eos may not have sufficient management, financial and other resources to integrate and consolidate any future acquisitions. Any significant diversion of management’s attention or any major difficulties encountered in the integration of the businesses Eos acquires could have a material adverse effect on Eos’s business, financial condition or results of operations, which could decrease Eos’s profitability and make it more difficult for Eos to grow its business. Among other things, these integration risks could include:

•        the loss of key employees;

•        the disruption of operations and business;

•        the retention or transition of customers and vendors;

•        the integration of corporate cultures and maintenance of employee morale;

•        inability to maintain and increase competitive presence;

•        customer loss and revenue loss;

•        possible inconsistencies in standards, control procedures and policies;

•        problems with the assimilation of new operations, sites or personnel, which could divert resources from Eos’s regular operations;

•        integration of financial reporting and regulatory reporting functions; and/or

•        potential unknown liabilities.

In addition, general economic conditions or unfavorable capital and credit markets could affect the timing and extent to which Eos can successfully acquire or integrate new businesses, which could limit Eos’s revenues and profitability.

Eos is exposed to various risks related to legal proceedings or claims that could adversely affect Eos’s operating results. The nature of Eos’s business exposes it to various liability claims, which may exceed the level of Eos’s insurance coverage resulting in Eos not being fully protected.

Eos is a party to lawsuits in the normal course of its business. Litigation can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Responding to lawsuits brought against Eos, or legal actions that Eos may initiate, can be expensive and time-consuming. Unfavorable outcomes from these claims and/or lawsuits could adversely affect Eos’s business, results of operations, or financial condition, and Eos could incur substantial monetary liability and/or be required to change its business practices.

Eos’s business may expose it to claims for personal injury, death or property damage resulting from the use of its products or from employee related matters. Additionally, Eos could be subject to potential litigation associated with compliance with various laws and governmental regulations at the federal, state or local levels, such as those relating to the protection of persons with disabilities, employment, health, safety, security and other regulations under which Eos operates.

Eos carries comprehensive insurance, subject to deductibles, at levels it believes are sufficient to cover existing and future claims made during the respective policy periods. However, Eos may be exposed to multiple claims, and, as a result, could incur significant out-of-pocket costs before reaching the deductible amount, which could adversely affect Eos’s financial condition and results of operations. In addition, the cost of such insurance policies may increase significantly upon renewal of those policies as a result of general rate increases for the type of insurance Eos carries as well as Eos’s historical experience and experience in Eos’s industry. Although Eos has not experienced any material losses that were not covered by insurance, Eos’s existing or future claims may exceed the coverage level of Eos’s insurance, and such insurance may not continue to be available on economically reasonable terms, or at all. If Eos is required to pay significantly higher premiums for insurance, is not able to maintain insurance coverage at affordable rates or if it must pay amounts in excess of claims covered by Eos’s insurance, then Eos could experience higher costs that could adversely affect Eos’s financial condition and results of operations.

Labor disputes could disrupt Eos’s ability to serve its customers and/or lead to higher labor costs.

Eos has approximately sixty-six (66) employees, none of whom are represented by unions or covered by collective bargaining agreements. If a union sought to organize any of Eos’s employees, such organizing efforts or collective bargaining negotiations could potentially lead to work stoppages and/or slowdowns or strikes by certain of Eos’s employees, which could adversely affect Eos’s ability to serve its customers. Further, settlement of actual or threatened labor disputes or an increase in the number of Eos’s employees covered by collective bargaining agreements can have unknown effects on Eos’s labor costs, productivity and flexibility.

Risks Related to Eos’s Products and Manufacturing

Eos must obtain environmental, health and safety certifications for its Gen 2.3 product.

While Eos engineering is working closely with the Underwriters Laboratories (“UL”) and Technischer Überwachungsverein (“TüV”) certification agencies to certify its Gen 2.3 product against all applicable safety standards, there is no guarantee that such certification shall be obtained. From this certification, Eos also intends to expand its Gen 2.3 product certification to other national standards such as European Conformity (“CE”) marking in the European Union and the international certification of the International Electrotechnical Commission (“IEC”). Failure to obtain UL, IEC or CE certification would have a significant impact on Eos’s revenues, as such certifications are required by most of Eos’s customers.

Compared to traditional energy storage technologies, Eos’s products have less power density and efficient power and may be considered inferior to competitors’ products.

Traditional Li-ion batteries offer higher power density and a slower self-discharge rate than Eos’s batteries. If customers were to place greater value on power density and efficient power delivery over the numerous other advantages of Eos’s technologies, including the widely-available and low-cost materials with no rare earth components, full recyclability at end-of-life, a fifteen (15) to thirty (30) year product life requiring minimal maintenance, and a wide thermal operating range that eliminates the need for the fire suppression and heating, then Eos could have difficulty positioning its batteries as a viable alternative to traditional Li-ion batteries and its business would suffer.

Eos relies on its contract manufacturers and their respective business practices to manufacture its products.

On August 21, 2019, Eos entered into a joint venture agreement with Holtec International (“Holtec”) and formed HI-POWER, LLC (“HI-POWER”), which is owned 51% by Holtec and 49% by Eos. While Eos is free to either establish manufacturing itself, form a joint venture with another party, or hire a contract manufacturing partner to manufacture batteries and products delivered outside of North America, HI-POWER has exclusive rights to manufacture batteries sold and delivered in North America by Eos, provided that HI-POWER meets cost, quality and delivery “performance metrics” as defined by HI-POWER’s board of directors and the applicable joint venture arrangements between Holtec

and Eos. HI-POWER’s board of directors is comprised of two members designated by Holtec and two members designated by Eos. Actions of the board must generally be approved by a majority of the directors, except for certain actions that require unanimous approval.

Eos relies on the HI-POWER board of directors’ oversight to ensure that HI-POWER follows ethical business practices such as fair wage practices and compliance with environmental, safety, and other local laws. A lack of demonstrated compliance could lead Eos to seek alternative manufacturers, which could increase Eos’s costs and result in delayed delivery of its products, product shortages, or other disruptions of Eos’s operations. Violation of labor or other laws by HI-POWER or the divergence of a manufacturer’s labor or other practices from those generally accepted as ethical in the United States or other markets in which Eos do business could also attract negative publicity for Eos and harm its business.

Eos may experience delays, disruptions, or quality control problems in its manufacturing operations.

Eos’s current manufacturing and testing processes do not require significant technological or production process expertise. However, any change in Eos’s processes could cause one or more production errors, requiring a temporary suspension or delay in its production line until the errors can be researched, identified, and properly addressed and rectified. This may occur particularly as Eos introduces new products, modifies its engineering and production techniques, and/or expands its capacity. In addition, Eos’s failure to maintain appropriate quality assurance processes could result in increased product failures, loss of customers, increased warranty reserve, increased production, and logistical costs and delays. Any of these developments could have a material adverse effect on Eos’s business, financial condition, and results of operations.

The ongoing COVID-19 pandemic has caused significant uncertainty in the United States and global economies as well as the markets we serve and could adversely affect our business, results of operations and financial condition.

The COVID-19 pandemic continues to spread throughout the United States and in various parts of the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. We remain unable to accurately predict the full impact that COVID-19 will have on Eos’s results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures. Eos’s compliance with containment and mitigation measures has not yet materially impacted its day-to-day operations, but there can be no guaranty that the pandemic will not disrupt Eos’s business and operations or impair Eos’s ability to implement its business plan successfully.

To support the health and well-being of Eos’s employees, customers, partners and communities, since approximately March 19, 2020 all of its non-essential employees have been working remotely. This represents approximately 74% of Eos’s workforce. In addition, Eos understands that the employees of many of its customers are working remotely, which may delay the timing of some orders as well as shipments and cash collections. There can be no guaranty that disruptions, such as staff not being allowed to enter our manufacturing facility or our supply chain being disrupted, to Eos’s operations caused by COVID-19 will not result in inefficiencies, delays and additional costs in Eos’s product development, sales, marketing, and customer service efforts that Eos cannot fully mitigate through remote or other alternative work arrangements. For example, COVID-19 caused a several week delay in completing the UL certification of the Gen 2.3 product due to the certification company being delayed in completing the in-person witness tests.

More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets, which could affect demand for Eos’s products and services and impact its results and financial condition even after the pandemic is contained and the shelter-in-place orders are lifted. For example, Eos may be unable to collect receivables from those customers significantly impacted by COVID-19. Also, a decrease in orders in a given period could negatively affect Eos’s revenues in future periods, particularly if experienced on a sustained basis. The pandemic may also have the effect of heightening many of the other risks described in these “Risk Factors”, particularly those risks associated with our customers and supply chain.

Eos may not have sufficient insurance coverage to cover business continuity.

Eos relies on a single-source joint venture manufacturer. As a result, a sustained or repeated interruption in the manufacturing of Eos’s products by HI-POWER due to labor shortage, fire, flood, war, pandemic or natural disasters may interfere with Eos’s ability to manufacture its products and fulfil customers’ demands in a timely manner. Failure to manufacture its products and meet customer demands would impair Eos’s ability to generate revenues which would adversely affect Eos’s financial results.

Defects or performance problems in Eos’s products could result in loss of customers, reputational damage, and decreased revenue, facing warranty, indemnity, and product liability claims that may arise from defective products.

Since Eos’s inception, its business objectives have been focused on producing a safe, low-cost grid-scale energy storage solution to meet the increasing demand for and adoption of renewable energy generation assets. The current “Gen 2.3” battery design after years of research and prototype development has resulted in robust control of cell-to-cell spacing using a method which can easily be scaled for mass manufacturing at low cost.

Although Eos’s latest “Gen 2.3” products meet its stringent quality requirements, they may contain undetected errors or defects, especially when first introduced or when new generations of products are released. Errors, defects, or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties, which can affect the quality of Eos’s products. Any actual or perceived errors, defects, or poor performance in Eos’s products could result in the replacement or recall of Eos’s products, shipment delays, rejection of Eos’s products, damage to Eos’s reputation, lost revenue, diversion of Eos’s engineering personnel from its product development efforts, and increases in customer service and support costs, all of which could have a material adverse effect on Eos’s business, financial condition, and results of operations.

Furthermore, defective components may give rise to warranty, indemnity, or product liability claims against Eos that exceed any revenue or profit it receives from the affected products. HI-POWER provides Eos with a two (2) year manufacturing warranty, which Eos passes to its customers based on the use case of the customer and normal system degradation expected from such use case. Eos also offers customers an extended performance warranty of up to twenty (20) years at an additional cost to the customer. The price charged for any such extended warranty is based on the use case of the customer and the additional performance that such customer wishes to ensure. For extended warranties, this may require system augmentation or battery replacements, which would be provided at no additional charge beyond the price of the extended warranty paid by Eos’s customer.

Eos, in turn, provides a two (2) year design warranty to HI-POWER, which warrants that the DC battery design will be free of design defects for the two-year warranty period. As a result, Eos effectively bears the risk of design warranty claims for two (2) years after Eos or Holtec has sold any products manufactured by HI-POWER (or much longer, in the case of any extended performance warranty purchased by Eos customers). Eos also bears the full risk of any manufacturing warranty claims under its extended warranty after the initial two (2) year period covered by HI-POWER has expired. While Eos has accrued reserves for warranty claims, its estimated warranty costs for previously sold products may change to the extent future products are not compatible with earlier generation products under warranty. Eos’s warranty accruals are based on various assumptions, which are based on a short operating history. As a result, these assumptions could prove to be materially different from the actual performance of Eos’s systems, causing Eos to incur substantial unanticipated expense to repair or replace defective products in the future or to compensate customers for defective products. Eos’s failure to accurately predict future claims could result in unexpected volatility in, and have a material adverse effect on, Eos’s financial condition.

If one of Eos’s products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects, or improper installation, Eos could be exposed to product liability claims. Eos could incur significant costs and liabilities if it is sued and if damages are awarded against Eos. Further, any product liability claim Eos faces could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against Eos could result in potentially significant monetary damages, penalties or fines, subject Eos to adverse publicity, damage Eos’s reputation and competitive position, and adversely affect sales of Eos’s products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies in the battery industry could lead to unfavorable market conditions for the industry as a whole and may have an adverse effect on Eos’s ability to attract new customers, thus harming Eos’s growth and financial performance.

If Eos elects to expand its production capacity by constructing one or more new manufacturing facilities, it may encounter challenges relating to the construction, managements and operation of such facilities.

HI-POWER would maintain its exclusive rights to manufacture the batteries for Eos’s products sold and delivered in North America if it continues to meet the quality, cost and delivery timelines set by its board of directors and as further specified in the applicable joint venture arrangements between Eos and Holtec. However, if HI-POWER fails to meet these required performance metrics, then Eos would be free to establish its own manufacturing operations for North America, either directly or through other partnerships. Under these circumstances, Eos would have the right to transfer manufacturing processes, technology and know-how from HI-POWER to any such new facility. In addition, for Eos sales outside of North America, Eos is free to establish its own manufacturing facilities or to partner with other companies to manufacture its products.

Accordingly, Eos may, in the future, seek to construct one or more manufacturing facilities designed to meet its product supply needs. Although Eos currently believes that it could build a new one (1) gigawatt-hour (“GWh”) manufacturing facility in less than eight months, it cannot provide any assurances that it would be able to successfully establish or operate its own manufacturing facility in a timely or profitable manner, or at all, or within any budget that might be forecasted for such a project. The construction of any such facility would require significant capital expenditures and result in significantly increased fixed costs. If Eos is unable to transition manufacturing operations to any such new facilities in a cost-efficient and timely manner, then it may experience disruptions in operations, which could negatively impact its business and financial results. Further, if the demand for Eos’s products decreases or if Eos does not produce the expected output after any such new facility is operational, Eos may not be able to spread a significant amount of its fixed costs over the production volume, thereby increasing its per product fixed cost, which would have a negative impact on Eos’s financial condition and results of operations.

Eos’s ability to expand its manufacturing capacity would also greatly depend on its ability to hire, train and retain an adequate number of manufacturing employees, in particular employees with the appropriate level of knowledge, background and skills. Should Eos be unable to hire such employees, its business and financial results could be negatively impacted.

Risks Related to Eos’s Future Growth

If Eos fails to manage its recent and future growth effectively, it may be unable to execute its business plan, maintain high levels of customer service, or adequately address competitive challenges.

Eos has experienced significant growth in recent periods and intends to continue to expand its business significantly within existing and new markets. This growth has placed, and any future growth may place, a significant strain on Eos’s management, operational, and financial infrastructure. In particular, Eos will be required to expand, train, and manage its growing employee base and scale and otherwise improve its information technology (“IT”) infrastructure in tandem with that headcount growth. Eos’s management will also be required to maintain and expand Eos’s relationships with customers, suppliers, and other third parties and attract new customers and suppliers, as well as manage multiple geographic locations.

Eos’s current and planned operations, personnel, customer support, IT, information systems, and other systems and procedures might be inadequate to support its future growth and may require Eos to make additional unanticipated investment in its infrastructure. Eos’s success and ability to further scale its business will depend, in part, on its ability to manage these changes in a cost-effective and efficient manner. If Eos cannot manage its growth, then Eos may be unable to take advantage of market opportunities, execute its business strategies, or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new offerings, or other operational difficulties. Any failure to effectively manage growth could adversely impact Eos’s business and reputation.

Eos’s growth prospects depend on its ability to capitalize on market opportunities.

Eos believes that a number of market opportunities could help fuel its growth prospects, including the following:

•        the pervasiveness of electric grid congestion, creating an opportunity to deploy batteries to reduce the peak energy usage of a customer in specific locations where infrastructure constraints create a need for transmission and/or distribution upgrades;

•        the demand for co-location of battery assets on solar or wind farms to store off-peak intermittent renewable energy production and provide on-peak energy at higher prices alternative energy; and

•        C&I end users’ adoption of alternative energy generation technologies to supplement or replace on-the-grid energy usage.

If these expected market opportunities do not materialize, or if Eos fails to capitalize on them, then Eos may not be able to meet its growth projections.

Eos’s planned expansion into new geographic markets or new product lines or services could subject it to additional business, financial, and competitive risks.

In the years ended December 31, 2019 and 2018, Eos sold its products in a number of different countries, including the United States, India and the United Kingdom. Eos has in the past, and may in the future, evaluate opportunities to expand into new geographic markets and introduce new product offerings and services that are a natural extension of its existing business. Eos also may from time to time engage in acquisitions of businesses or product lines with the potential to strengthen its market position, enable Eos to enter attractive markets, expand its technological capabilities, or provide synergy opportunities.

Eos’s success operating in these new geographic or product markets, or in operating any acquired business, will depend on a number of factors, including its ability to develop solutions to address the requirements of the electric utility industry and C&I end users, its timely qualification and certification of new products, its ability to manage increased manufacturing capacity and production, and its ability to identify and integrate any acquired businesses.

Further, any additional markets that Eos may enter could have different characteristics from the markets in which it currently sells products, and Eos’s success will depend on its ability to adapt properly to these differences. These differences may include regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, customs duties, or other trade restrictions, limited or unfavorable intellectual property protection, international, political or economic conditions, restrictions on the repatriation of earnings, longer sales cycles, warranty expectations, product return policies and cost, performance and compatibility requirements. In addition, expanding into new geographic markets will increase Eos’s exposure to presently existing and new risks, such as fluctuations in the value of foreign currencies and difficulties and increased expenses in complying with United States and foreign laws, regulations and trade standards, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

Failure to develop and introduce these new products successfully into the market, to successfully integrate acquired businesses or to otherwise manage the risks and challenges associated with Eos’s potential expansion into new product and geographic markets, could adversely affect Eos’s revenues and Eos’s ability to sustain profitability.

Eos’s results of operations may fluctuate from quarter to quarter, which could make Eos’s future performance difficult to predict and could cause Eos’s results of operations for a particular period to fall below expectations, resulting in a decline in the price of our common stock.

Revenue from Eos’s battery sales is primarily recorded upon transfer of ownership of the product to the customer. Under Eos’s customer contracts, this transfer typically takes place upon shipment of the battery from Eos’s manufacturing facility but, in some instances, occurs upon delivery to a customer site or, even more infrequently, at the time of commercial operation. Because Eos’s revenues are generally derived from sales of hardware that may take many months to manufacture and prepare for delivery, such revenue can come in peaks and troughs based on the underlying customer arrangements. As a result, Eos’s quarterly results of operations are difficult to predict and may fluctuate significantly in the future based on the timing of product deliveries.

Forecasts of market growth in this prospectus may not be accurate.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts and estimates in this prospectus relating to the expected size and growth of the markets for energy storage and other markets in which Eos participates may prove to be inaccurate. Even if these markets experience the forecasted growth described in this prospectus, Eos may not grow its business at similar rates, or at all. Eos’s future growth is subject to many factors, including market adoption of its products, which is subject to many risks and uncertainties. Accordingly, the forecasts and estimates of market size and growth described in this prospectus, should not be taken as indicative of Eos’s future growth. In addition, these forecasts do not take into account the impact of the current global COVID-19 pandemic, and Eos cannot assure you that these forecasts will not be materially and adversely affected as a result.

Risks Related to Eos’s United States and Foreign Operations

Eos could be adversely affected by any violations of the FCPA, the U.K. Bribery Act, and other foreign anti-bribery laws.

The FCPA prohibits companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Other countries in which Eos operates also have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities. Eos’s policies mandate compliance with these anti-bribery laws. However, Eos currently operates in and intends to further expand into, many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. In addition, due to the level of regulation in Eos’s industry and related energy industries, its entry into certain jurisdictions may require substantial government contact where norms can differ from U.S. standards. Although we expect Eos to maintain strict internal control policies and procedures designed to guard against improper conduct, there can be no guaranty that Eos’s employees, agents, and business partners will not take actions in violation of its internal control policies. In the event that Eos believes or has reason to believe that its employees or agents have or may have violated applicable laws, including anti-corruption laws, it may be required to investigate or have outside counsel investigate the relevant facts and circumstances, and detecting, investigating and resolving actual or alleged violations can be expensive and require significant time and attention from senior management. Any violation of U.S. federal and state and non-U.S. laws, regulations and policies could result in substantial fines, sanctions, civil and/or criminal penalties, and curtailment of operations in the United States or other applicable jurisdictions. In addition, actual or alleged violations could damage Eos’s reputation and ability to do business. Any of the foregoing could materially adversely affect Eos’s business, financial condition and results of operations.

The reduction, elimination or expiration of government subsidies and economic incentives related to renewable energy solutions could reduce demand for Eos’s technologies and harm its business.

To promote renewable energy generation and consumption, federal, state, local and foreign government bodies provide incentives to owners, end users, distributors, system integrators and manufacturers of alternative energy systems in the form of rebates, tax credits and other financial incentives such as system performance payments, payments of renewable energy credits associated with renewable energy generation and exclusion of certain renewable energy systems from property tax assessments.

Eos’s business relies, in part, on the co-location of battery assets with solar and wind technologies. The market for on-grid applications, where solar or wind power is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, often depends in large part on the availability and size of government and economic incentives that vary by geographic market. The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity may negatively affect the competitiveness of alternative electricity generation relative to conventional and non-solar renewable sources of electricity and could harm or halt the growth of the alternative electricity industries. Because Eos’s C&I end user sales are generally expected to be made into the on-grid market, these changes could harm Eos’s business. For example, in 2015 the U.S Congress passed a multi-year extension to the solar Investment Tax Credit (“ITC”), which extension helped grow the U.S solar market. As of January 1, 2020, the ITC is being gradually reduced from thirty percent (30%) to twenty-six percent (26%) for

both residential and commercial in 2020 and is expected to reach ten percent (10%) for commercial only in 2022. The reduction in the ITC could reduce the demand for solar energy solutions in the United States, which would have an adverse impact on Eos’s business, financial condition, and results of operations.

In general, subsidies and incentives may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates increase or as a result of legal challenges, the adoption of new statutes or regulations or the passage of time. These reductions or terminations often occur without warning.

In addition, several jurisdictions have adopted renewable portfolio standards, which mandate that a certain portion of electricity delivered by utilities to customers come from a set of eligible renewable energy resources by a certain compliance date. Some programs further specify that a portion of the renewable energy quota must be from solar electricity. Under some programs, a utility can receive a “credit” for renewable energy produced by a third party by either purchasing the electricity directly from the producer or paying a fee to obtain the right to renewable energy generated but used by the generator or sold to another party. A renewable energy credit allows the utility to add this electricity to its renewable portfolio requirement total without actually expending the capital for generating facilities. However, there can be no assurances that such policies will continue. For example, in December 2015, Nevada’s Public Utilities Commission increased the fixed service charge for net-metered solar customers and lowered compensation for net excess solar generation proposals to extend compliance deadlines, reduce targets or repeal standards have also been introduced in a number of states.

If the foregoing or any other subsidies and incentives applicable to alternative energy implementation or usage are reduced or eliminated, or the regulatory landscape otherwise becomes less favorable, then there could be reduced demand for alternative energy solutions, which could have an adverse impact on Eos’s business, financial condition, and results of operations.

Changes in the U.S. trade environment, including the recent imposition of import tariffs, could adversely affect the amount or timing of Eos’s revenues, results of operations or cash flows.

Eos currently procures the felt required for its batteries and the electrical cables for the battery container from China, as Eos believes that the materials procured from its Chinese suppliers currently have the best overall performance and price compared to domestic alternatives. Escalating trade tensions between the United States and China have recently led to certain increased tariffs and trade restrictions. There can be no guaranty that these developments will not negatively impact the price of the felt used in Eos’s products. Eos believes it could obtain a similar performing felt and electrical cabling in the United States, but such sources would likely also charge a higher cost than Eos’s current suppliers, which would negatively impact Eos’s gross margins. It is difficult to predict what further trade-related actions governments may take, which may include additional or increased tariffs and trade restrictions, and Eos may be unable to quickly and effectively react to such actions, which could result in supply shortages and increased costs.

Eos could be subject to foreign exchange risk.

Eos’s international sales are typically denominated in U.S. dollars or Euros. As a result, Eos does not have significant direct exposure to currency valuation exchange rate fluctuations. However, because Eos’s products are sold internationally, to the extent that the U.S. dollar strengthens against the foreign currency of a customer or potential customer, Eos may find its products at a price disadvantage as compared with other non-U.S. suppliers. This could lead to Eos receiving lower prices or being unable to compete for that specific customer’s business. Consequently, currency fluctuations could adversely affect the competitiveness of Eos’s products in international markets.

Eos has operations in the United States, which exposes it to multiple federal, state and local regulations. Changes in applicable law, regulations or requirements, or Eos’s material failure to comply with any of them, can increase Eos’s costs and have other negative impacts on Eos’s business.

Applicable laws and requirements address multiple aspects of Eos’s operations, such as worker safety, consumer rights, privacy, employee benefits and more, and can often have different requirements in different jurisdictions. Changes in these requirements, or any material failure by Eos to comply with them, could increase Eos’s costs, affect its reputation, limit its business, drain management’s time and attention or otherwise, generally impact its operations in adverse ways.

Risks Related to Intellectual Property

If Eos fails to protect, or incurs significant costs in defending, its intellectual property and other proprietary rights, then its business and results of operations could be materially harmed.

Eos’s success depends to a significant degree on its ability to protect its intellectual property and other proprietary rights. Eos relies on a combination of patent, trademark, copyright, trade secret, and unfair competition laws, as well as confidentiality and other contractual provisions with its customers, suppliers, employees, and others, to establish and protect its intellectual property and other proprietary rights. Eos’s ability to enforce these rights is subject to general litigation risks, as well as uncertainty as to the enforceability of its intellectual property rights in various countries. When Eos seeks to enforce its rights, it may be subject to claims that its intellectual property rights are invalid or not enforceable. Eos’s assertion of intellectual property rights may result in another party seeking to assert claims against Eos, which could harm its business. Eos’s inability to enforce its intellectual property rights under any of these circumstances would likely harm its competitive position and business.

Eos has applied for patents in the United States, Europe, Middle East, Asia and Australia, some of which have been issued. Eos cannot guarantee that any of its pending applications will be approved or that its existing and future intellectual property rights will be sufficiently broad to protect its proprietary technology, and any failure to obtain such approvals or finding that Eos’s intellectual property rights are invalid or unenforceable could force it to, among other things, rebrand or re-design its affected products. In countries where Eos has not applied for patent protection or where effective intellectual property protection is not available to the same extent as in the United States, Eos may be at greater risk that its proprietary rights will be misappropriated, infringed, or otherwise violated.

Eos’s intellectual property may be stolen or infringed upon. Any lawsuits that Eos may initiate to protect its significant investment in its intellectual property also may consume management and financial resources for long periods of time and may not result in favorable outcomes for Eos, which may adversely affect its business, results of operations or financial condition.

Third parties may assert that Eos is infringing upon their intellectual property rights, which could divert management’s attention, cause Eos to incur significant costs, and prevent Eos from selling or using the technology to which such rights relate.

Eos’s competitors and other third parties hold numerous patents related to technology used in Eos’s industry. From time to time, Eos may also be subject to claims of intellectual property right infringement and related litigation, and, if Eos gains greater recognition in the market, it will face a higher risk of being the subject of claims that it has violated others’ intellectual property rights. While Eos believes that its products and technology do not infringe in any material respect upon any valid intellectual property rights of third parties, Eos cannot be certain that it would be successful in defending against any such claims. If Eos does not successfully defend or settle an intellectual property claim, Eos could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business methods, content, or brands. To avoid a prohibition, Eos could seek a license from the applicable third party, which could require Eos to pay significant royalties, increasing its operating expenses. If a license is not available at all or not available on reasonable terms, then Eos may be required to develop or license a non-violating alternative, either of which could require significant effort and expense. If Eos cannot license or develop a non-violating alternative, it would be forced to limit or stop sales of its offerings and may be unable to effectively compete. Any of these results would adversely affect Eos’s business, financial condition, and results of operations.

Risks Related to BMRG’s Securities

BMRG’s public stockholders will experience dilution as a consequence of, among other transactions, the issuance of shares of our common stock as consideration in the business combination. Having a minority share position may reduce the influence that BMRG’s current stockholders have on the management of the post-combination business.

Upon completion of the business combination, assuming there are no redemptions, BMRG’s current stockholders will collectively beneficially own approximately 30% of our issued and outstanding common stock, and the Sellers will collectively beneficially own approximately 53% of our issued and outstanding common stock. Although there is no voting trust agreement between the Sellers, as long as the Sellers own or control a significant percentage of outstanding voting power, they will have the ability to strongly influence all corporate actions requiring stockholder

approval. Additionally, the Sponsor and the Seller Representative will have significant control over the Company by virtue of the director nomination agreement. Such influence over the post-business combination company’s management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of the post-business combination company, which could cause the market price of our common stock to decline or prevent stockholders from realizing a premium over the market price for our common stock.

The Sponsor’s and Seller Representative’s interests may not align with our interests as a company or the interests of our other stockholders. Accordingly, the Sponsor and Seller Representative could cause us to enter into transactions or agreements of which you would not approve or make decisions with which you would disagree. Further, the Sponsor and the Seller Representative are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsor or the Seller Representative may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of the Sponsor, the Seller Representative and their affiliates may serve as our directors, the Proposed Charter provides in effect that none of our non-executive directors, the Sponsor or the Seller has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any of these persons or entities acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and these persons and entities will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for themselves or direct such opportunity to another person. These potential conflicts of interest could have a material adverse effect on our business, financial condition and results of operations if, among other things, attractive corporate opportunities are allocated by the Sponsor or the Seller Representative to itself or its other affiliates.

Subsequent to the Closing, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although BMRG has conducted due diligence on Eos, BMRG cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of BMRG’s or Eos’s control will not later arise. As a result, the Company may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or our securities. In addition, charges of this nature may cause the Company to violate net worth or other covenants to which we may be subject. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

To the extent that any shares of common stock are issued upon exercise of any of the warrants, the number of shares eligible for resale in the public market would increase.

Following the business combination, the Company will have 9,075,000 outstanding warrants to purchase 9,075,000 shares of common stock at an exercise price of $11.50 per share, which warrants will become exercisable thirty (30) days following the Closing.

To the extent that any shares of common stock are issued upon exercise of any of the warrants to purchase shares of common stock, there will be an increase in the number of shares of common stock eligible for resale in the public market. Sales of a substantial number of such shares in the public market could adversely affect the market price of common stock.

Future resales of common stock after the consummation of the business combination may cause the market price of our securities to drop significantly, even if our business is doing well.

The Sponsor’s founder shares, private placement units, private placement shares, private placement warrants, and any shares of common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in a letter agreement, dated May 19, 2020, between the Sponsor and BMRG. Likewise, after the consummation of the business combination and subject to certain exceptions, the Sellers party to the Registration Rights Agreement will be contractually restricted from selling or transferring any shares of our common stock they receive in connection with the business combination pursuant to the lock-up provisions contained therein. However, following the expiration of these lockup-up periods, neither such Sellers nor the Sponsor will be restricted from selling their shares of our common stock, other than by applicable securities laws. Additionally, the investors will not be restricted from selling any of their shares of our common stock following the Closing, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Upon completion of the business combination, the Sponsor, the Sellers party to the Registration Rights Agreement, and the investors will collectively own approximately 68.1% of the outstanding shares of our common stock, assuming that no public stockholders redeem their public shares in connection with the business combination. Assuming redemptions of approximately 10.6 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the business combination in order to satisfy the related $110 million cash condition contained in the Merger Agreement) are redeemed in connection with the business combination, in the aggregate, the collective ownership of the Sponsor, the Sellers party to the Registration Rights Agreement, and the investors would rise to 84.3% of the outstanding shares of our common stock.

As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of shares by the Sponsor, the Sellers party to the Registration Rights Agreement, and the investors could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

If our stockholders fail to comply with the redemption requirements in connection with the special meeting, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the trust account.

Holders of public shares are not required to affirmatively vote against the business combination at the special meeting in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. To exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by 10:00 AM, Eastern Time, on November 10, 2020. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less taxes payable, calculated as of two (2) business days prior to the anticipated consummation of the business combination.

We may redeem the public warrants prior to their exercise at a time that is disadvantageous to such warrantholders, thereby making your warrants worthless.

The Company will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third (3rd) trading day prior to proper notice of such redemption. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The private placement warrants are not redeemable by us so long as they are held by the Sponsor or its permitted transferees.

A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

BMRG’s initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders or public warrant holders, which may influence a vote on the business combination and reduce the public “float” of our common stock.

BMRG’s initial stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either before or following Closing, although they are under no obligation to do so. There is no limit on the number of shares BMRG’s initial stockholders, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

In the event that BMRG’s initial stockholders, directors, executive officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in the Merger Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the initial business combination. Any such purchases of our securities may result in the completion of the business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing, or trading of our securities on a national securities exchange.

BMRG did not obtain an opinion from an independent investment banking or accounting firm, and consequently, there can be no assurance from an independent source that the price BMRG is paying for is fair to BMRG from a financial point of view.

BMRG is not required to obtain an opinion from an independent investment banking or accounting firm that the price BMRG is paying in connection with the business combination is fair to BMRG from a financial point of view. Our board of directors did not obtain a third-party valuation or fairness opinion in connection with its initial determination to approve and recommend the business combination. Accordingly, investors will be relying solely on the judgment of our board of directors in valuing Eos’s business, and assuming the risk that the board of directors may not have properly valued the business combination.

Even if we consummate the business combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

There can be no assurance that our common stock that will be issued in connection with the business combination will be approved for listing on Nasdaq following the Closing, or that we will be able to comply with the continued listing standards of Nasdaq.

We intend to list the shares of our common stock and warrants, upon the Closing, on Nasdaq. Our continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the business combination, Nasdaq delists the common stock from trading on its exchange for failure to meet the listing standards, the Company and our stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If BMRG is not able to complete the business combination with Eos or another business combination by November 22, 2021 (or such later date as BMRG’s stockholders may approve), BMRG would cease all operations except for the purpose of winding up and BMRG would redeem our public shares and liquidate the trust account, in which case our public stockholders may only receive approximately $10.10 per share and our warrants will expire worthless.

The Current Charter states that we must complete our initial business combination by November 22, 2021. If BMRG has not completed the business combination with Eos by then or another business combination by November 22, 2021 (or such later date as our stockholders may approve), BMRG will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no liquidating distributions with respect to our warrants, which will expire worthless.

Following the consummation of the business combination, Holdings’ only significant asset will be ownership of 100% of Eos and does not currently intend to pay dividends on its common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of BMRG common stock.

Following the consummation of the business combination, BMRG will have no direct operations and no significant assets other than the ownership of 100% of Eos. BMRG will depend on Eos for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to its common stock. Legal and contractual restrictions may limit BMRG’s ability to obtain cash from Eos. Thus, BMRG does not expect to pay cash dividends on its common stock. Any future dividend payments are within the absolute discretion of the board of directors of BMRG and will depend on, among other things, BMRG’s results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that its board of directors may deem relevant.

The grant and future exercise of registration rights may adversely affect the market price of our common stock upon consummation of the Business Transaction.

Pursuant to the Registration Rights Agreement to be entered into in connection with the business combination and which is described elsewhere in the proxy statement, the Sellers party thereto can each demand that we register their registrable securities under certain circumstances and will each also have piggyback registration rights for these

securities in connection with certain registrations of securities that the Company undertakes. In addition, following the consummation of the business combination, the Company is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of the Company.

The registration of these securities will permit the public sale of such securities, subject to certain contractual restrictions imposed by the Merger Agreement. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock post-business combination.

Risks Related to BMRG’s Business and Operations

The historical financial results of Eos and unaudited pro forma financial information included elsewhere in this prospectus may not be indicative of what our actual financial position or results of operations would have been.

The historical financial results of Eos included in this prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a public company during the periods presented or those we will achieve in the future. The post-business combination company’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this prospectus, so it may be difficult for investors to compare the post-business combination company’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, BMRG being treated as the “acquired” company for financial reporting purposes in the business combination, the total debt obligations and the cash and cash equivalents of Eos on the date the business combination closes and the number of our public shares that are redeemed in connection with the business combination. Accordingly, such pro forma financial information may not be indicative of the post-business combination company’s future operating or financial performance and the post-business combination company’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this prospectus, including as a result of such assumptions not being accurate. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

BMRG and Eos will incur significant transaction and transition costs in connection with the business combination. If we fail to consummate the business combination, we may not have sufficient cash available to pay such costs.

We and Eos expect to incur significant, non-recurring costs in connection with consummating the business combination. Some of these costs are payable regardless of whether the business combination is completed. We and Eos may also incur additional costs to retain key employees. Our and Eos’s transaction expenses as a result of the business combination includes costs and expenses associated with legal, accounting, consulting, investment banking and other fees, printing and mailing the proxy statement, investor relations, insurance, and other operating costs related to the business combination. If BMRG and Eos do not consummate the business combination, each party will be required to pay its own fees and expenses, and BMRG likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent business combination transaction.

If BMRG is unable to complete the business combination with Eos or another business combination by November 22, 2021 (or such later date as our stockholders may approve), BMRG will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third parties may bring claims against BMRG and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders could be less than $10.10 per share.

Under the terms of the Current Charter, BMRG must complete the business combination with Eos or another business combination by November 22, 2021 (or such later date as our stockholders may approve), or BMRG must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of our remaining stockholders and our board of directors, dissolving and liquidating. In such event, third parties may bring claims against BMRG. Although BMRG has obtained waiver agreements from certain vendors and service providers (other than our independent auditors) we have engaged and owe money to, and the prospective target businesses we have negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they

may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of BMRG’s public stockholders.

The Sponsor has agreed that it will be liable to us, if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.10 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and up to $100,000 for dissolution expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not asked the Sponsor to reserve for its indemnification obligations, we have not independently verified whether the Sponsor has sufficient funds to satisfy such obligations, and we believe that the Sponsor’s only assets are securities of our company. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

BMRG’s stockholders may be held liable for claims by third parties against BMRG to the extent of distributions received by them.

If BMRG is unable to complete the business combination with Eos or another business combination within the required time period, BMRG will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. BMRG cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, BMRG’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, BMRG cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by BMRG.

If BMRG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by BMRG’s stockholders. Furthermore, because BMRG intends to distribute the proceeds held in the trust account to our public stockholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, BMRG’s board of directors may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public stockholders from the trust account before addressing the claims of creditors. BMRG cannot assure you that claims will not be brought against us for these reasons.

The working capital available to the post-combination business after the business combination will be reduced to the extent that our stockholders exercise their redemption rights in connection with the business combination and will also be reduced to the extent of BMRG’s and Eos’s transaction expenses, which will be payable by the post-combination company. This may adversely affect the business and future operations of Eos.

Significant uncertainties exist regarding the amount of additional cash, if any, that may be available to fund Eos’s operations as a result of the business combination. There was approximately $176.78 million in the trust account as of September 30, 2020; however, existing BMRG shareholders will have the right to elect to have their shares redeemed for cash in connection with the business combination. Immediately following the Closing, we intend to use a combination of (i) cash remaining in the trust fund, (ii) cash on hand at Eos, and (iii) cash proceeds from the PIPEs, to pay transaction expenses and fund Eos’s near-term working capital requirements. It is not possible at this time to predict how many existing BMRG stockholders will exercise their redemption rights, and therefore it is not possible at this time to predict how much cash will be held in the trust account immediately following Closing.

The Merger Agreement provides that Eos’s obligation to consummate the business combination is subject to the condition that, among other things, BMRG has an aggregate of at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses. If such condition is not met, then the Merger Agreement could terminate and the proposed business combination may not be consummated. If such condition is waived and the business combination is consummated, the cash held by us and our subsidiaries (including Eos) in the aggregate, after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us or invest in us in the future after the business combination. The additional exercise of redemption rights with respect to a large number of our public stockholders may make us unable to take such actions as may be desirable in order to optimize our capital structure after consummation of the business combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

Risks Related to Closing

BMRG’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and up to $100,000 for dissolution expenses, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, BMRG’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While BMRG currently expects that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to BMRG, it is possible that BMRG’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If BMRG’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to BMRG’s public stockholders may be reduced below $10.10 per share.

The business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The Closing is subject to a number of conditions. The Closing is not assured and is subject to risks, including the risk that the closing conditions specified in the Merger Agreement are not satisfied or waived. If we do not complete the business combination, we could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

•        negative reactions from the financial markets, including declines in the price of BMRG’s shares due to the fact that current prices may reflect a market assumption that the business combination will be completed; and

•        the attention of our management will have been diverted to the business combination rather than our own operations and pursuit of other opportunities that could have been beneficial to that organization.

BMRG may waive one or more of the conditions to the business combination.

BMRG may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the business combination, to the extent permitted by its existing charter and applicable laws. For example, it is a condition to BMRG’s obligation to close the business combination that each of the covenants of Eos to be performed as of or prior to the Closing having been performed in all material respects. However, if our board of directors determines to effectuate the business combination notwithstanding any such breach, then it may elect to waive that condition and close the business combination. In deciding to waive one or more conditions to the business combination, BMRG’s directors have interests in and arising from the business combination that are different from or in addition to (and which may conflict with) the interests of BMRG’s public stockholders.

The business combination may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist legislation in our target markets.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. This outbreak of COVID-19 has resulted in a widespread health crisis that has and may continue to adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we may consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which COVID-19 impacts our ability to consummate the business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination with Eos, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events.

Provisions in our Proposed Charter and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

The Proposed Charter will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or the Proposed Charter or our bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware

law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing, the Proposed Charter will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Provisions in the Proposed Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors, a supermajority vote required to amend certain provisions of the Proposed Charter and the ability of the board of directors to designate the terms of, and issue new series of, preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions include:

•        no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Board;

•        the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;

•        a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and

•        advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company;

•        the requirement that a meeting of stockholders may only be called by members of our Board or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

Risks Related to BMRG’s Status as a Public Company

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a privately held company, Eos is not currently subject to these requirements. As a result, the post-business combination company will incur significant legal, accounting and other expenses that Eos did not previously incur. Eos’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in the post-business combination company incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for the post-business combination company to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for the post-business combination company to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

We are currently an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

BMRG is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. BMRG intends to take advantage of the benefits of this extended transition period. This may make comparison of BMRG’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

BMRG will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which we issued more than $1.00 billion in non-convertible debt during the prior three-year period. If the business combination is consummated, we currently anticipate losing our “emerging growth company” status at the end of year 2020. If we are not able to implement the requirements of Section 404 of SOX, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

Risks Relating to the Merger Agreement

Litigation against Eos or BMRG, or the members of the Eos or BMRG board of directors, could prevent or delay the completion of the Mergers.

A current common unit holder and director of Eos has made certain allegations questioning the propriety of certain historical convertible debt issuances by Eos. While Eos believes that these allegations or any additional claims that may be asserted by such unit holder in connection with the approval of historical transactions or otherwise would be without merit, the results of any potential legal proceedings related to such claims would be difficult to predict and could delay or prevent the Mergers from being completed in a timely manner. If any unit holders are ultimately successful in obtaining an injunction prohibiting the parties from completing the Mergers on the agreed-upon terms, such an injunction may delay completion of the Mergers in the expected timeframe, or potentially prevent the Mergers from being completed at all.

Moreover, whether or not a unit holder’s claim is successful, any litigation itself could be time consuming and expensive, and could divert the attention of the management of Eos and BMRG away from their regular business. While the Eos unit holders are required to indemnify Eos, BMRG, the Eos Companies and certain others for, and pledge 40% of the portion of the merger consideration delivered to them in exchange for their units in connection with, any losses arising out of the above-referenced allegations (subject to the terms and conditions set forth in the Merger Agreement), there is no guarantee that the Company will successfully collect sufficient amounts in connection with an indemnification claim or realize sufficient value from the pledged shares to cover the cost of any lawsuit commenced in connection therewith. If any potential lawsuit is adversely resolved against Eos, BMRG, or members of the Eos or BMRG board of directors, it could have a material adverse effect on each party’s business, financial condition, and results of operations and the ultimate consideration received by Eos unit holders in connection with the Mergers.

After the Closing, neither BMRG, Merger Sub I nor Merger Sub II will have any right to make damage claims against Eos or the Sellers for the breach of any representation, warranty or covenant made by Eos in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the Closing, except for covenants to be performed in whole or in part after the Closing. As a result, neither BMRG, Merger Sub I nor Merger Sub II will have any remedy available to it if the business combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Eos or Merger Sub I or Merger Sub II at the time of the business combination.

Risks Related to the Redemption

The ability of stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the business combination would be unsuccessful and that stockholders would have to wait for liquidation to redeem their stock.

At the time we entered into the agreements for the business combination, we did not know how many stockholders will exercise their redemption rights, and therefore we structured the business combination based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expected, this could lead to our failure to consummate the business combination, our failure to obtain or maintain the listing of our securities on the NYSE or another national securities exchange, or a lack of liquidity, which could impair the Company’s ability to fund our operations and adversely affect our business, financial condition and results of operations.

Public stockholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in the proxy statement, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

A public stockholder will be entitled to receive cash for any public shares to be redeemed only if such public stockholder: (i) (a) hold public shares or (b) hold public shares through units and elects to separate its units into the underlying public shares and public warrants prior to exercising its redemption rights with respect to the public shares; and (ii) prior to 10:00 AM, Eastern Time, on November 10, 2020 (two (2) business days prior to the vote at the special meeting), (a) submit a written request to BMRG’s transfer agent, that BMRG redeem its public shares for cash and (b) deliver its public shares to the transfer agent, physically or electronically through The Depository Trust Company. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from our transfer agent. However, because we do not have any control over this process or over The Depository Trust Company (“DTC”), it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

In addition, if, despite our compliance with the proxy rules, a public stockholder fails to receive our proxy materials, such public stockholder may not become aware of the opportunity to redeem his, her or its public shares.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the public shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, we will require each public stockholder seeking to exercise redemption rights to certify to us whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to us at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which we make the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the business combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the business combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge our determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, our stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of us might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in the proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

This information has been developed from and should be read together with BMRG’s and Eos’s audited and unaudited financial statements and related notes included elsewhere in this prospectus, the sections titled “BMRG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Eos Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the prospectus.

The following unaudited pro forma condensed combined financial statements assume that none of BMRG’s stockholders exercise redemption rights with respect to their equity interests. The potential impact of the business combination on the unaudited pro forma condensed combined financial information under the maximum redemption scenario is included in the condensed combined balance sheet as of September 30, 2020 and also disclosed in the accompanying notes to the unaudited pro forma condensed combined financial information.

The business combination is accounted for under the scope of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, business combinations (“ASC 805”), as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Eos has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances:

•        Eos’s senior management will comprise the senior management of the combined company,

•        Eos will have greater influence in putting forth the relative majority of the members of the initial Board of Directors; and

•        Eos’s operations will comprise the ongoing operations of the combined company.

•        The relative size of BMRG is larger based on assets.

ASC 805 provides that in identifying the acquiring entity in a transaction effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including: the relative voting rights of the stockholders of the constituent companies in the combined company; the existence of a large minority voting interest in the combined entity (if no other owner or organized group of owners has a significant voting interest); the composition of the board of directors and senior management of the combined company; the relative size of each company; and the terms of the exchange of equity securities in the transaction, including payments of any premium. The preponderance of the evidence discussed above supports the conclusion that Eos is the accounting acquirer in the business combination. Under this method of accounting, BMRG will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Eos issuing stock for the net assets of BMRG, accompanied by a recapitalization. The net assets of Eos will be stated at historical cost, with no goodwill or other intangible assets recorded.

Description of the Business Combination

Subject to certain downward adjustments, and the other terms and conditions set forth in the Merger Agreement, at Closing Eos’s securityholders, which include AltEnergy (the “Sellers”), will receive aggregate consideration equal to up to $300 million of shares of the Company’s common stock (including shares issuable upon exercise of certain options to acquire such shares), or up to 30,000,000 shares (assuming exercise of certain options to acquire such shares). The Merger Agreement also contemplates the issuance of an additional 2,000,000 shares of the Company’s common stock to Eos’s securityholders pending the achievement (if any) of certain earnout targets pursuant to the terms of the Merger Agreement.

In the business combination, BMRG will merge with and into Eos, and Eos will become a wholly-owned subsidiary of BMRG. Upon the Closing, the Company will change its name to “Eos Energy Enterprises, Inc.”

Financing for the business combination and for related transaction expenses will consist of:

(i)     $176.78 million of proceeds from BMRG’s IPO on deposit in the trust account (plus any interest income accrued thereon since the IPO), net of any redemption of shares of Class A common stock in connection with the business combination; and

(ii)    $40 million of proceeds from the Equity Commitment Letter and Subscription Agreements with investors.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of BMRG’s Class A common stock:

•        Assuming No Redemptions:    This presentation assumes that no BMRG stockholders exercise redemption rights with respect to their public shares.

•        Assuming Maximum Redemptions:    This presentation assumes that approximately 60.4% of BMRG’s public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 10,570,000 public shares are redeemed for an aggregate redemption payment of approximately $106.8 million, based on $176.76 million in the trust and 17,500,000 public shares outstanding as of September 30, 2020. This is presented as the maximum redemptions scenario because BMRG’s obligation to consummate the business combination is subject to the condition that it has an aggregate of at least $110 million of cash available from the trust account and from the proceeds of investments of equity financing sources before taking into account certain expenses. In accordance with the Charter, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from redemption with respect to 20% or more of public shares without the Company’s prior written consent. Furthermore, in no event will the Company redeem the public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The following summarizes the pro forma common stock shares outstanding under the two scenarios:

____________

(1)      Assuming BMRG’s public stockholders redeem approximately 10,570,000 shares for aggregate redemption payments of $106.757 million based on an estimated $10.10 liquidation value as of September 30, 2020. This maximum redemption scenario satisfies BMRG’s obligation to consummate the business combination with an aggregate of at least $110 million of cash available from the trust account and from equity financing sources (made up of the 6,930,000 shares multiplied by the $10.10 liquidation value equaling $70 million plus the $40 million PIPE investment).

(2)      Consists of the Sponsor and BMRG’s independent directors.

(3)      This number includes 1,718,000 shares subject to the Sponsor Earnout arrangement which may be subject to forfeiture, and 650,000 private placement shares acquired by the Sponsor at the time of the IPO.

(4)      This number does not reflect the 2,000,000 earnout shares which may be issued to the Eos securityholders on a pro rata basis upon the triggering of certain events as described in the Merger Agreement.

(5)      This number assumes exercise of certain options to acquire certain number of shares of the Company’s common stock.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2020, unaudited pro forma condensed combined statement of operations for the nine-months ended September 30, 2020 and for the year ended December 31, 2019 are based on the historical financial statements of BMRG and Eos. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates and are described in the accompanying notes. Actual results may differ materially from the assumptions and estimates used to present the accompanying unaudited pro forma condensed combined financial information.

BMRG UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET