Eos Energy Enterprises Inc-A美股招股说明书(2025-11-21版)

Eos Energy Enterprises, Inc. Common Stock We are offering35,855,647 shares of our common stock, par value $0.0001 per share, in a registered direct offering to a limitednumber of purchasers pursuant to this prospectus supplement and the accompanying prospectus at a price of $12.78per share, which Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EOSE”. The last reported sale price ofour common stock on November 17, 2025, as reported on Nasdaq, was $13.00 per share of our common stock. Concurrently with this offering, we are offering 1.75% convertible senior notes due 2031, which we refer to as the convertiblenotes, in an aggregate principal amount of $525,000,000 (the “Concurrent Offering”), plus up to an additional $75,000,000 aggregateprincipal amount of convertible notes that the initial purchasers of the concurrent offering have the option to purchase from us forsettlement within a 13-day period beginning on, and including, the date on which the convertible notes are first issued. The ConcurrentOffering is being made pursuant to a confidential offering memorandum (and not pursuant to this prospectus supplement or theaccompanying prospectus) only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under theSecurities Act of 1933, as amended (the “Securities Act”)) in transactions that are exempt from the registration and prospectus- 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 and under Item 1A in ourAnnual Report on Form 10-K for the year ended December 31, 2024 which has been filed with the Securities and Exchange Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any Registered direct offering price Proceeds, before offering expenses, to us In this placement, Goldman Sachs & Co. LLC will act as our exclusive placement agent (in such capacity, the “placement agent”)with respect to the shares of our common stock offered by this prospectus supplement. The placement agent is not required to sell anyminimum number or dollar amount of shares of our common stock but will use its reasonable efforts to solicit offers for the purchases We expect to deliver the shares of common stock against payment in New York, New York on or about November 24, 2025,which is the second business day after the initial trade date for the shares of common stock offered hereby (this settlement cycle beingreferred to as “T+2”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally must settle in onebusiness day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade shares before the Placement Agent ABOUT THIS PROSPECTUS This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of thisoffering and the shares of common stock offered hereby. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering. If the description of this offering varies between this prospectus Before purchasing any shares of common stock you should carefully read both this prospectus supplement and the accompanyingprospectus, together with the additional information in the documents we have listed under the heading “Where You Can Find More We have not, and the placement agent has not, authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus preparedby or on behalf of us or to which we or the placement agent have referred you. We and the placement agent take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the placementagent are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the This prospectus supplement, the accompanying prospectus, and the information incorporated herein and therein by referenceincludes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade namesincluded or incorporated by reference into this prospectus supplement or the accompanying prospectus are the property of their All references in this prospectus supplement and the accompanying prospectus to “Eos,” the “Company,” “we,” “us,” “our,” orsimilar references refer to Eos Energy Enterprises, Inc., a Delaware corporation, and its subsidiaries taken as a whole, except where Prospectus Supplem