Eos Energy Enterprises Inc-A美股招股说明书(2025-06-02版)

Concurrently with this offering, we are offering 6.75% convertible senior notes due 2030, which we refer to as the convertible notes, in an aggregate principal amount of $225,000,000, plus up to an additional $25,000,000 aggregate principal amount ofconvertible notes that the initial purchasers of the concurrent offering have the option to purchase from us (the “Concurrent Offering”). supplement or the accompanying prospectus) only to persons reasonably believed to be qualified institutional buyers (as defined inRule 144A under the Securities Act) in transactions that are exempt from the registration and prospectus-delivery requirements of theSecurities Act. The completion of this offering is not contingent on the completion of the Concurrent Offering, and the completion of the Concurrent Offering is not contingent on the completion of this offering. This prospectus supplement and the accompanyingprospectus do not constitute an offer to sell, or the solicitation of an offer to buy, any of the convertible notes, or the shares of commonstock, if any, issuable upon conversion of the convertible notes, we are offering in the Concurrent Offering.Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefullyconsider the risks described under “Risk Factors” beginning on page S-4 of this prospectus supplement, page 2 of the accompanyingprospectus, under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 which has been filed with the Per SharePublic offering price(1)$4.00$75,000,000Underwriting discounts and commissions(1)(2)$0.24$4,500,000 (1)Assumes no exercise of the underwriters’ option to purchase additional shares as described below.(2)See “Underwriting” for additional information regarding total underwriter compensation. Joint Book-Running Managers Jefferies by or on behalf of us or to which we or the underwriters have referred you. We and the underwriters take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, Prospectus Supplement Risk FactorsUse of Proceeds Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders of Our Common Stock Prospectus Special Note Regarding Forward-Looking Statements Description of WarrantsDescription of UnitsPlan of Distribution S-ii considered to be part of this document, except for any information that is superseded by information that is included directly in thisdocument or that we file later with the SEC. Any statement contained in this prospectus supplement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement containedherein, or in any subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. We are incorporating by reference the filings listed below and any additional documents that we may file with the SEC pursuantto Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date hereof and prior to the termination of this offering (other than documents or information deemed to have been furnished and not filed in accordance with SEC rules): ●our Annual Report onForm 10-Kfor the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025; ●the portions of our Definitive Proxy Statement onSchedule 14Athat are incorporated by reference into our Annual Report onForm 10-Kfor the fiscal year ended December 31, 2024, filed on March 27, 2025; ●our Current Reports on Form 8-K filed with the SEC onJanuary 27, 2025,March 5, 2025,March 27, 2025,May 16, 2025(except for information furnished under Item 7.01) andMay 29, 2025; and ●the description of our securities contained inExhibit 4.5to our Annual ReportForm 10-Kfor the fiscal year ended December The SEC maintains a website at www.sec.gov, from which you can inspect these documents and other information we have filed electronically with the SEC. You may also request copies of these documents, at no cost to you, from our website(https://www.eose.com), or by writing or telephoning us at the following address: Eos Energy Enterprises, Inc. 3920 Park AvenueEdison, New Jersey 08820 “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as theyrelate to us, are intended to identify forward-looking statements. These statements appear in a number of places in this prospectussupplement and the documents incorporated by reference herein and include statements regarding our intent, belief or currentexpectations. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by and informationcurrently available to, them. Because such statements are based on expectations as to future financi