Eos Energy Enterprises Inc-A美股招股说明书(2026-07-02版)

Common Stock, par value $0.0001 per share Subscription Rights to Purchase Up to 27,367,171 Units at the Subscription PriceEach Unit Consisting of One Share of Common Stock and 0.4388 of a Warrant to Purchase Common Stock Eos Energy Enterprises, Inc. is distributing at no charge to the holders of our common stock, par value $0.0001 per share, and holders of the Company’swarrants issued on April14, 2023, May17, 2023, December19, 2023 and November21, 2025 (the “Participating Warrants”) as of 5:00p.m. (New York Citytime) on July1, 2026 (the “Record Date” and the holders collectively, the “Rights Offering Participants”) subscription rights (“Rights”) entitling the holder topurchase up to 27,367,171 Units (“Units”) at the Subscription Price (as defined below) with an aggregate offering value of up to approximately $150million(the “Rights Offering”). The subscription price per Unit shall be equal to $5.481 (the “Subscription Price”). Each Rights Offering Participant will receive one Right entitling the holder to purchase 0.071193 of a Unit at the Subscription Price, for each share of ourcommon stock, or each share of our common stock underlying a Participating Warrant, as applicable, owned by such holder on the Record Date. Each Unit shall consist of one share of our common stock (“New Shares”) and 0.4388 of a warrant to purchase common stock (“Warrants”), whoseissuance is subject to certain conditions as discussed herein (the “Closing Conditions”). See “Description of the Rights Offering—Conditions to the RightsOffering.” Each whole Warrant entitles the holder to purchase one share of our common stock at an exercise price of $5.481 per whole share, subject toadjustment and exercised solely through cashless exercise. The Warrants will be exercisable immediately upon completion of this Rights Offering and willexpire on the tenth anniversary of the completion of this Rights Offering, unless earlier exercised or redeemed. The Warrants will be subject to redemption by us,at our option, in whole but not in part, at any time on or after the five year anniversary of the issue date while they are exercisable and prior to their expiration,for $0.01 per Warrant, on not less than thirty (30) days’ written notice, if the last reported sale price of our common stock has been at least $10.962 per share,subject to adjustment, on each of twenty (20) trading days within the thirty(30) trading-day period ending on the business day prior to the date on which suchnotice of the redemption is given. Subject to the satisfaction or waiver of the Closing Conditions, the New Shares and the Warrants comprising the Units willseparate upon the closing of this Rights Offering and will be issued separately; however, they may only be purchased as a Unit and the Units will not trade as aseparate security. For a more detailed discussion, see “Description of the Rights Offering―Subscription Rights―Basic Subscription Rights.” Following theclosing of the Rights Offering, there is no assurance that the price will remain at the current trading price, and the price may decline to the Subscription Price, orto a price lower than the Subscription Price. For a more detailed discussion, see “Description of the Rights Offering.” The purpose of this Rights Offering is to raise equity capital in a cost-effective manner that provides all of our existing stockholders the opportunity toparticipate. We anticipate using the net proceeds of the Rights Offering, if any, to fund our contribution to Frontier Power USA Parent, LLC, a Delaware limitedliability company (“Frontier”) in exchange for a number of Frontier’s ClassB Units, at a price of $1.00 per ClassB Unit. For a more detailed discussion, see“Summary―Recent Developments” and “Use of Proceeds.” The Rights will be distributed and exercisable beginning on July2, 2026. The Rights will expire and will have no value if they are not exercised prior tothe expiration date of this Rights Offering, which is currently expected to be 5:00p.m. (New York City time) on July21, 2026 (the “Expiration Date”), unlesswe, in our sole discretion, extend the period for exercising the Rights or terminate it earlier. We will extend the duration of the Rights Offering as required byapplicable law, and may choose to extend the Rights Offering if we decide that the degree of participation in this Rights Offering by holders of our commonstock and Participating Warrants is less than the level we desire. You should carefully consider whether or not to exercise your Rights before the ExpirationDate. We reserve the right to modify or cancel the Rights Offering at any time before the expiration of the Rights Offering, for any reason. There is no minimum number of Units that we must sell in order to complete the Rights Offering. If you exercise your Rights in full, you may alsoexercise an over-subscription privilege to purchase additional Units up to the number of Units underlying the basic subscription right (or 200% combined) thatremain