FORM 10-Q Delaware (I.R.S. Employer Identification No.) Contents order backlog, to secure additional order opportunities for its battery storage systems, and to continue to invest in research and development. $10,283. Payments to Holtec under this Purchase Agreement totaled $35,283. The fair value of 31, 2021. The follows: Shares thereto. Information May Prove Inaccurate recorded for the three months ended March 31, 2022 in relation to the pre-tax loss from the Company’s international subsidiaries. preferred units. In on June 30, 2022 and December 30, 2022 in-kind and the remaining interest in cash. Procedures Factors our products or from employee related matters. Additionally, we 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 we operate. Information 601(a)(5). The reference. Director(Mark One)xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2020OroTRANSITION REPORT PURSUANT TO SECTION 13 2022 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 File Numberfile number 001-39291B. RILEY PRINCIPAL MERGER CORP. II
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)Delaware84-429018884-4290188 (State or Other Jurisdictionother jurisdiction ofIncorporation incorporation or Organization)2993920 Park Avenue 21st FloorNew York, New YorkEdison 1017108820 (Address of Principal Executive Offices) (Zip Code) (212) 457-3300(Registrant’scode)codeTitle of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share EOSE The Nasdaq Stock Market LLC Warrants, each exercisable for one share of common stock EOSEW The Nasdaq Stock Market LLC ,; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ company or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer,”filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ☐☒Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Non-accelerated filer☒Smaller reporting company☒Emerging growth company ☒☐ Exchange Act). Yes ☒☐ No ☐Securities registered pursuant to Section 12(b)the Act:common stock as of May 4, 2022.Title of each classTrading Symbol(s)Name of each exchange on which registeredUnits, each consisting of one share of Class A common stock and one-half of one redeemable warrantBMRG.UThe New York Stock ExchangeClass A common stock, par value $0.0001 per shareBMRGThe New York Stock ExchangeWarrants, each whole warrant exercisable to purchase one share of Class A common stock, each at an exercise price of $11.50 per shareBMRG WSThe New York Stock ExchangeAs of June 24, 2020, there were 18,150,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 5,031,250 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding.B. Riley Principal Merger Corp. IIQuarterly Report on Form 10-QPage Item 1. as of As Of March 31, 2020 and 2022 (Unaudited) And December 31, 201920211Statement ofConsolidated Statements Of Operations for the three months ended For The Three Months Ended March 31, 20202022 (Unaudited) And March 31, 2021 (Unaudited)23Statement ofConsolidated Statements Of Cash Flows for the three months ended For The Three Months Ended March 31, 20202022 (Unaudited) And March 31, 2021 (Unaudited)451214Item 4.1a.Controls and ProceduresRisk Factors14Item 1.Legal Proceedings15Item 1A.Risk Factors15Item 2. 151616161617EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) iMarch 31,
2022December 31,
2021ASSETS Current assets: Cash and cash equivalents $ 55,361 $ 104,831 Restricted cash 1,255 861 Accounts receivable, net 2,684 1,916 Inventory, net 10,292 12,976 Vendor deposits 21,722 16,653 Notes receivable, net 104 103 Prepaid expenses 2,493 2,595 Other current assets 2,243 2,637 Total current assets 96,154 142,572 Property, plant and equipment, net 14,520 12,890 Intangible assets, net 270 280 Goodwill 4,331 4,331 Security deposits, net 1,228 1,239 Notes receivable, long-term, net 3,515 3,547 Operating lease right-of-use asset, net 4,989 3,468 Other assets, net 1,852 848 Total assets $ 126,859 $ 169,175 LIABILITIES Current liabilities: Accounts payable $ 11,660 $ 12,531 Accrued expenses 12,798 7,674 Accounts payable and accrued expenses - related parties — 1,200 Operating lease liability, current portion 899 1,084 Note payable, current portion 4,970 4,926 Long-term debt, current portion 1,703 1,644 Contract liabilities, current portion 1,763 849 Other current liabilities 6 9 Total current liabilities 33,799 29,917 Long-term liabilities: Operating lease liability, long-term 4,943 3,224 Note payable, excluding current portion 13,892 13,769 Long-term debt, excluding current portion 4,279 4,727 Convertible note payable - related party 77,083 84,148 Interest payable - related party 1,544 — Contract liabilities, long-term 1,160 — Warrants liability - related party 359 926 Other liabilities 20 17 Total long-term liabilities 103,280 106,811 Total liabilities 137,079 136,728 PART I. FINANCIAL INFORMATIONB. RILEY PRINCIPAL MERGER CORP. IICondensed Balance Sheets March 31, December 31, 2020 2019 (Unaudited) Assets Current assets: Cash $ 14,894 $ — Due from related party 1 1 Total current assets 14,895 1 Deferred offering costs 70,000 — Total assets $ 84,895 $ 1 Liabilities and Stockholder's Deficit Current liabilities: Accounts payable and accrued offering costs $ 35,626 $ 278 Note payable - related party 50,000 — Total liabilities 85,626 278 Stockholder's deficit: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding issued and outstanding as of March 31, 2020 and December 31, 2019, respectively. — — Class B Common stock, $0.0001 par value; 25,000,000 shares authorized; 5,750,000 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively. 575 575 Additional paid-in capital — — Accumulated deficit (1,306 ) (852 ) Total stockholder's deficit (731 ) (277 ) Total liabilities and stockholder's deficit $ 84,895 $ 1 EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) March 31,
2022December 31,
2021COMMITMENTS AND CONTINGENCIES (NOTE 9) 0 0 SHAREHOLDERS' EQUITY (DEFICIT) Common Stock, $0.0001 par value, 200,000,000 shares authorized, 53,980,608 and 53,786,632 shares outstanding at March 31, 2022 and December 31, 2021, respectively 5 5 Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding at March 31, 2022 and December 31, 2021 — — Additional paid in capital 452,093 448,969 Accumulated deficit (462,318) (416,527) Total shareholders' equity (deficit) (10,220) 32,447 Total liabilities and shareholders’ equity (deficit) $ 126,859 $ 169,175 1B. RILEY PRINCIPAL MERGER CORP. IICondensed StatementTable of Operations(Unaudited) Three Months Ended March 31,
2020 Formation, general and administrative expenses $ 454 Net loss $ 454 Basic loss per share $ 0.00 Diluted loss per share $ 0.00 Weighted average basic shares outstanding (1) 5,000,000 Weighted average diluted shares outstanding (1) 5,000,000 (1)Excludes an aggregate of 750,000 shares that are subject to forfeiture toEOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) For the extent that the underwriter’s over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 stock splitthree months ended March 31, 2022 and reclassification for each share outstanding (Note 4).2021 March 31,
2022March 31,
2021Revenue Total revenue $ 3,298 $ 164 Costs and expenses Cost of goods sold 35,585 100 Research and development expenses 4,963 5,053 Selling, general and administrative expenses 14,279 8,802 Loss on pre-existing agreement — 7,852 Grant expense, net 173 8 Total costs and expenses 55,000 21,815 Operating loss (51,702) (21,651) Other income (expense) Interest expense, net (338) (21) Interest expense - related party (2,174) — Change in fair value, embedded derivative - related party 7,695 — Change in fair value, warrants liability - related party 567 (224) Income from equity in unconsolidated joint venture — 440 Other income 119 — Loss before income taxes $ (45,833) $ (21,456) Income tax benefit 42 — Net loss $ (45,791) $ (21,456) Basic and diluted loss per share attributable to common shareholders Basic $ (0.85) $ (0.42) Diluted $ (0.85) $ (0.42) Weighted average shares of common stock Basic 53,961,553 51,126,863 Diluted 53,961,553 51,126,863 B. RILEY PRINCIPAL MERGER CORP. IICondensed StatementTable of Changes in Stockholder’s Deficit(Unaudited) Additional Total Class B Common Stock Paid-in Accumulated Stockholder's Shares (1) Amount Capital Deficit Deficit Balance, January 1, 2020 5,750,000 $ 575 $ — $ (852 ) $ (277 ) Net loss — — — (454 ) (454 ) Balance, March 31, 2020 5,750,000 $ 575 $ — $ (1,306 ) $ (731 ) (1)Includes an aggregate of 750,000 shares that are subject to forfeiture toEOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (In thousands, except share and per share amounts) For the extent that the underwriter’s over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 stock splitthree months ended March 31, 2022 and reclassification for each share outstanding (Note 4).2021Common Stock Additional Contingently Accumulated Total Shares Amount Paid in capital Issuable Common Stock Deficit Balance, December 31, 2020 48,943,082 $ 5 $ 395,491 $ 17,600 $ (292,311) $ 120,785 Stock-based compensation — — 2,478 — — 2,478 Release of Block B Sponsor Earnout Shares from restriction 859,000 — — — — — Issuance of Contingently Issuable Common Stock 1,999,185 — 17,600 (17,600) — — Net loss — — — — (21,456) (21,456) Balance, March 31, 2021 51,801,267 $ 5 $ 415,569 $ — $ (313,767) $ 101,807 Balance, December 31, 2021 53,786,632 $ 5 $ 448,969 $ — $ (416,527) $ 32,447 Stock-based compensation — — 3,943 — — 3,943 Exercise of warrants 600 — 7 — — 7 Release of restricted stock units 305,651 — — — — — Cancellation of shares used to settle payroll tax withholding (112,275) — (826) — — (826) Net loss — — — — (45,791) (45,791) 53,980,608 $ 5 $ 452,093 $ — $ (462,318) $ (10,220) 3B. RILEY PRINCIPAL MERGER CORP. IICondensed StatementTable of Cash Flows(Unaudited) Three Months Ended March 31,
2020 Cash flows from operating activities: Net loss $ (454 ) Adjustments to reconcile net loss to net cash used in operating activities: Increase in deferred offering costs (70,000 ) Increase in accounts payable and accrued offering costs 35,348 Net cash used in operating activities (35,106 ) Cash flows from financing activities: Proceeds from note payable - related party 50,000 Net cash provided by financing activities 50,000 Increase in cash 14,894 Cash, beginning of year — Cash, end of period $ 14,894 Supplemental disclosures: Interest paid $ — Taxes paid $ — EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except share and per share amounts) For the three months ended March 31, 2022 and 2021 March 31, 2022 March 31, 2021 Cash flows from operating activities Net loss $ (45,791) $ (21,456) Adjustment to reconcile net loss to net cash used in operating activities Stock-based compensation 3,943 2,478 Depreciation and amortization 995 485 Non-cash lease expense 192 159 Income from equity in unconsolidated joint venture — (440) Accreted interest on convertible note payable - related party 543 — Amortization of debt issuance cost 87 — Change in fair value, embedded derivative - related party (7,695) — Change in fair value, warrants liability - related party (567) 224 Changes in operating assets and liabilities: Prepaid expenses 102 261 Inventory 2,684 122 Accounts receivable (768) (184) Vendor deposits (2,258) (466) Security deposits 11 20 Accounts payable (1,172) 789 Accrued expenses 5,126 54 Accounts payable and accrued expenses - related parties (1,200) 8,719 Provision for firm purchase commitments — (1,585) Operating lease liabilities (179) (148) Contract liabilities 2,074 750 Interest payable - related party 1,544 — Note payable 167 — Other (570) 515 Net cash used in operating activities (42,732) (9,703) Cash flows from investing activities Investment in notes receivable — (2,870) Investment in joint venture — (4,000) Purchases of property, plant and equipment (5,132) (4,490) Net cash used in investing activities (5,132) (11,360) Cash flows from financing activities Principal payments on finance (capital) lease obligations (4) (3) Proceeds from exercise of public warrants 7 — Repurchase of shares from employees for income tax withholding purposes (826) — Repayment of other financing — (70) Repayment of equipment financing facility (389) — Net cash used in financing activities (1,212) (73) EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except share and per share amounts) For the three months ended March 31, 2022 and 2021 March 31, 2022 March 31, 2021 Net decrease in cash, cash equivalents and restricted cash (49,076) (21,136) Cash, cash equivalents and restricted cash, beginning of the period 105,692 121,853 Cash, cash equivalents and restricted cash, end of the period $ 56,616 $ 100,717 Non-cash investing and financing activities Accrued and unpaid capital expenditures $ 878 $ — Right-of-use operating lease assets in exchange for lease liabilities $ 2,112 $ 3,662 Supplemental disclosures Cash paid for interest $ 224 $ 51 March 31, 2022 March 31, 2021 Cash and cash equivalents $ 55,361 $ 100,717 Restricted cash 1,255 — Total cash, cash equivalents and restricted cash $ 56,616 $ 100,717 B. RILEY PRINCIPAL MERGER CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNOTE 1—ORGANIZATION AND NATURE OF BUSINESS OPERATIONSOrganizationEOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) GeneralB. Riley Principal Merger Corp. IISummary of Significant Accounting Policies, designs, develops, manufactures, and sells innovative energy storage solutions for utility-scale microgrid, and commercial & industrial (“C&I”) applications. Eos has developed a blank check company, was incorporatedbroad range of intellectual property with multiple patents ranging from the unique battery chemistry, mechanical product design, energy block configuration and software operating system (battery management system). The Battery Management System (“BMS”) software uses proprietary Eos-developed algorithms and includes ambient and battery temperature sensors, as a Delaware corporationwell as voltage and current sensors for the strings and the system. Eos focuses on June 3, 2019.developing and selling safe, reliable, long-lasting low-cost turn-key alternating current (“AC”) integrated systems using Eos’s direct current (“DC”) Battery System. The Company has a manufacturing facility in Turtle Creek, Pennsylvania to produce DC energy blocks with an integrated BMS. The Company’s primary markets focus on integrating battery storage solutions with (1) renewable energy systems that are connected to the utility power grid (2) renewable energy systems that are not connected to the utility power grid (3) renewable energy systems utilized to relieve congestion and (4) storage systems to assist C&I customers in reducing their peak energy usage or participating in the utilities ancillary and demand response markets. The Company’s major market is an emergingNorth America with opportunistic growth company, as definedopportunities in Section 2(a)Europe, Africa, and Asia.Securities Act of 1933, as amended, (the “Securities Act”)terms “Eos” “the Company”, as modified by“we,” “us,” and “our” in these notes to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). unaudited condensed consolidated financial statements refers to Eos Energy Enterprises, Inc. and its consolidated subsidiaries.was formedremains in the process of product commercialization and full-scale manufacturing development and, as such, has had limited revenue generating activities to date Accordingly, the Company has incurred significant recurring losses and net operating cash outflows from operations since inception. Operating expenses consist primarily of costs related to the Company’s sales of its products, research and development costs and recurring general and administrative expenses. Management and the Company’s Board of Directors anticipate the Company will eventually reach a scale of profitability through the sale of battery storage systems and other complementary products and services, and therefore the Company believes the current stage of the Company’s lifecycle justifies continued intensive investment in the development and launch of products. Accordingly, the Company expects to continue to incur significant losses and net operating cash outflows from operations for the purposeforeseeable future and to continue to require additional capital to fund the Company’s operations and obligations as they become due, including funding necessary to continue to scale up the Company’s operations to allow for the delivery of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”).2020, the Company2022, Eos had not commenced any operations. All activitytotal assets of the Company$126,859, which includes the activity of the Company from inception and activity related to the initial public offering (the “Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income ontotal cash and cash equivalents fromof $55,361, total liabilities of $137,079, which includes the proceeds derived fromtotal amounts owed on the Public Offering described below.Company’s outstanding convertible notes payable of $77,083 (see Note 14), notes payable of $18,862 (see Note 15) and long-term debt of $5,982 (see Note 16) and a total accumulated deficit of $(462,318), which is primarily attributable to the significant recurring losses the Company has accumulated since inception. The Company has selected December 31st ashistorically relied on outside capital to fund its fiscal year end.Public OfferingThe Company completedcost structure and expects this reliance to continue for the sale of 17,500,000 units (the “Units”) at an offering price of $10.00 per Unit in the Public Offering on May 22, 2020. B. Riley Principal Sponsor Co. II, LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 650,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed on May 22, 2020 simultaneously with the Public Offering. The sale of the 17,500,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $175,000,000, less underwriting commissions of $3,500,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $561,189. The Private Placement Units generated $6,500,000 of gross proceeds.Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, with respect to the warrants underlying the Private Placement Units, the “Private Placement Warrants” and, collectively, the “Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share.The Company has also granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units at the Public Offering price less the underwriting discounts.On May 28, 2020, the underwriters confirmed that they will not be exercising their over-allotment option in whole or in part.Sponsor and Note Payable - Related PartyOn February 4, 2020, the Sponsor agreed to loan the Company up to $300,000 (see Note 3) to support the Company’s initial formation and operations. At March 31, 2020, the Note Payable balance was $50,000. On April 21, 2020, the Company borrowed an additional $50,000 which increased the Note Payable balance to $100,000 which was paid in full using proceeds from the Public Offering and the Private Placement.The Trust AccountUpon completion of the Public Offering, $176,750,000 of proceeds were held in the Company’s trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations.. Unless andforeseeable future until the Company completes the Initial Business Combination, it may payreaches a scale of profitability through its expenses only from the net proceedsplanned revenue generating activities. However, as of the Public Offering anddate the Private Placement held outsideaccompanying financial statements were issued, management concluded that the Trust Account, which was $1,284,805Company did not have sufficient capital on May 22, 2020, of which $100,000 was usedhand to paysupport its current cost structure for one year after the Note Payabledate the accompanying financial statements were issued. Based on our current projections, the Company will need to Sponsor and $523,135 was used to pay the offering costs.Except with respect to interest earned on the funds heldsecure additional capital, increase revenues or defer or reduce cash expenditures in the Trust Account that may be releasedsecond quarter of 2022 to thecontinue our operations.EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amendbelieves these uncertainties raise substantial doubt about the Company’s amended and restated certificate of incorporationability to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination by November 22, 2021, 18 months from the closing of the Public Offering; or (iii) the redemption of all of the Company’s public shares ifcontinue as a going concern. If the Company is unable to completeraise additional capital, on acceptable terms or at all, the Initial Business Combination by November 22, 2021, 18 months fromCompany may have to significantly delay, scale back or ultimately discontinue the closingdevelopment or commercialization of its product and/or consider a sale or other strategic transaction. The Company continues to pursue various funding options to raise additional capital to support its operations. As previously reported, the Company has moved through Part I of the Public Offering (at which such timeapplication under the U.S. Department of Energy’s Loan Guarantee Solicitation for Applications for Renewable Energy Projects and Efficient Energy Projects (the “DOE Loan Program”), and currently anticipates submitting an application under Part II of the loan program in the second quarter of 2022. In addition, in April, the Company entered into a $200,000 common stock standby equity purchase agreement (the “SEPA”) with an affiliate of Yorkville Advisors (“Yorkville”). The SEPA gives Eos the right, but not the obligation, to sell up to $100,000$200,000 of interest shallcommon equity to an affiliate of Yorkville at times of Eos’ choosing during the two-year term of the agreement. The SEPA provides for shares to be availableissued to the investor at a discounted price of 97.0% of the 3-day volume-weighted average price following notification to the investor that the Company wishes to pay dissolution expenses), subject to applicable law. The proceeds depositeddraw upon the facility (each, an “advance”). Furthermore, the SEPA allows for pre-advance loans in the Trust Account could becomeaggregate principal amount not to exceed $50,000 per loan, pursuant to a promissory note subject to the claimsmutual consent of the parties. Pre-advance loans must be repaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an advance, or otherwise in cash. The Company’s rights to sell stock to the affiliate of Yorkville are subject to certain limitations, including that Yorkville may not purchase any shares that would result in it owning (1) more than 9.99% of the Company’s creditors, if any, which could have priority overoutstanding common stock at the claimstime of the holdersan advance or (2) 19.99% of the Company’s public sharesoutstanding common stock as of April 28, 2022 (the “public stockholders”“Exchange Cap”).5Initial Business CombinationThe Company’s management has broad discretion with respect, provided that the Exchange Cap does not apply to any sales of common stock under the specific applicationSEPA that equal or exceed $2.15 per share. There can be no assurance that the Company will successfully complete Part II of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with oneDOE Loan Program or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.The Company will provide its public stockholders withutilize the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.If the Company holds a stockholder meeting to approve the Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equalSEPA to its pro rata share offull $200,000 capacity, or otherwise be able to obtain new funding from other sources on terms acceptable to us, on a timely basis, or at all.aggregate amount then on depositbasis that we will continue to operate as a going-concern, which contemplates we will be able to realize assets and settle liabilities and commitments in the Trust Account asnormal course of two business days prior tofor the consummation of the Initial Business Combination, including interest but less taxes payable. As aforeseeable future. The accompanying financial statements do not include any adjustments that may result such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination by November 22, 2021, 18 months from the closingoutcome of these uncertainties.Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter 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 the Company to pay 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Public Offering.The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within the prescribed time period.In the event of a liquidation, dissolution or winding upaccounts of the Company after an Initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. The Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances,100% owned direct and subject to the limitations, described herein.Letter AgreementThe Company’s Sponsor, officersindirect subsidiaries and directors have entered into a letter agreement with the Company, pursuant to which they have agreed, among other things (a) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Initial Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its public shares if it does not complete an Initial Business Combination within 18 months from the closing of the Public Offering and (c) to vote their Founder Shares and any Public Shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination.6Forward Purchase AgreementB. Riley Principal Investments, LLC (“BRPI”), a Delaware limited liability company, an affiliate of the Sponsor entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Company to provide for the purchase by it (or its designees) of an aggregate of 2,500,000 Units at $10.00 per Unit (the “Forward Purchase Units”) for an aggregate purchase price of $25,000,000 in a private placement to close concurrently with the closing of the Initial Business Combination (the “Forward Purchase”). The obligations under the Forward Purchase Agreement do not depend on whether any public stockholders redeem their Class A common stock and provide the Company with a minimum funding level for the Initial Business Combination. The Forward Purchase Agreement includes registration rights with respect to the Forward Purchase Units.The proceeds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the Initial Business Combination, to pay expenses in connection with the Initial Business Combination or for working capital in the post-Business Combination company. The Forward Purchase will be required to be made regardless of whether any Class A common stock is redeemed by the Company’s public stockholders and is intended to provide the Company with a minimum funding level for the Initial Business Combination. The purchaser will not have the ability to approve the Initial Business Combination prior to the signing of a material definitive agreement. The Forward Purchase Units will be issued only in connection with the closing of the Initial Business Combination.NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of PresentationThe financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the condensed consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP andhave been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial informationU.S. Securities and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other period. The accompanyingExchange Commission. These unaudited condensed interimconsolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, included in the Company’s prospectus filedAnnual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year.EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) SECcurrent year presentation. These reclassifications had no effect on May 20, 2020, as well as the Company’s audited balance sheet statement and notes thereto includedreported results of operations.Company’s Form 8-K filedrecording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the SECprevious leasing guidance. The new standard did not materially impact our consolidated statements of operations or statements of cash flows.May 28, 2020.Loss Per Common ShareThe Company complies with accountinghistorical experience, current conditions and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Netreasonable and supportable forecasts. This replaces the existing incurred loss per common sharemodel and is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture. Net loss per common share is computed by dividing net gain/(loss) applicable to common stockholders by the weighted average numbermeasurement of common shares outstanding during the period, plus, to the extent dilutive, the incremental numbercredit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of shares of common stock to settle warrants, as calculated using the treasury stock method. At March 31, 2020, the Companythis standard did not have any dilutive securitiesa material impact on our consolidated financial statements.other contractsupdates issued by the Financial Accounting Standards Board ("FASB") that could, potentially, be exercisedwere in effect. There were no new standards or convertedupdates adopted during the three months ended March 31, 2022 that had a material impact on our condensed consolidated financial statements.common stocka unit purchase agreement (the “Purchase Agreement”) with Holtec Power, Inc. (“Holtec”), in accordance with the terms and then shareconditions of which the Company purchased from Holtec the remaining 51% interest in HI-POWER, LLC (“Hi-Power”) that was not already owned by the Company. Hi-Power was incorporated as a joint venture between the Company and Holtec in 2019 (refer to Note 7). In connection with the transaction, the Company also entered into a transition services agreement and a sublease with Holtec. The transaction closed on April 9, 2021 (“Acquisition Date”). Following the consummation of the transactions set forth in the earningsPurchase Agreement (the “Transactions”), Hi-Power became a 100% indirect, wholly-owned subsidiary of the Company and the obligations of the parties under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods. In February 2020,Hi-Power joint venture terminated.completedpay an aggregate purchase price of $25,000 for 51% interest in Hi-Power, pursuant to the following schedule: $5,000 on each of May 31, 2021, May 31, 2022, May 31, 2023, May 31, 2024, and May 31, 2025, evidenced by a stock splitsecured promissory note secured by the assets of 1 to 575 shares of Class B common stock, resulting in 5,750,000 shares of Class B common stock issued and outstanding.the Company. The financial statements have been retroactively adjusted to reflect the stock split for all periods presented.Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2020 and December 31, 2019.Concentration of Credit RiskFinancial instrumentsPurchase Agreement also required that potentially subject the Company pay to concentrationsHoltec, on the closing of credit risk consist ofthe Transactions, an amount in cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposedequal to significant risks on such accounts.Fair Value of Financial Instrumentsthe Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.Use of EstimatesThe preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesthese payments was $33,474 at the date of the financial statementsAcquisition Date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Deferred Offering CostsThe Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs of $35,000 as of March 31, 2020, consisted principally of costs incurred in connection with preparation for the Public Offering. The total offering costs incurred by the Company in connection with the Public Offering was $561,189. These costs and the underwriter discount, of $3,500,000, were charged to capital upon completion of the Public Offering on May 22, 2020.Income TaxesThe Company is included in the consolidated tax return of B. Riley Financial (the “Parent”). The Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return.Any difference between the tax provision (or benefit)$32,750 allocated to the Companytermination of a pre-existing agreement with Holtec and $724 allocated to the acquisition.separate return methodpre-existing Joint Venture Agreement were terminated at the time of acquisition and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses$32,750 of the Parent is periodically settled as a capital contribution fromfair value of the Parentconsideration transferred was allocated to the Company.The Company complies with the accounting and reporting requirementstermination of ASC Topic 740 “Income Taxes,”such agreement, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be takenresulted in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interestloss on the pre-existing agreement of $— and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.There was no provision for income taxes$7,852 for the three months ended March 31, 2020.Following changes in ownership2022 and 2021, respectively. The Company had paid $10,283 on the date of closing and $5,000 on May 22, 2020, the Company deconsolidated from the Parent for tax purposes. Beginning May 22, 2020, the Company files separate corporate federal and state and local income tax returns. Unrecognized Tax BenefitsCompany recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical meritspresent value of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefitsremaining obligation was recorded as debt, which as of March 31, 2020. 2022 includes a current portion of $4,970 and a long-term portion of $13,892.EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Amount Inventory $ 2,666 Vendor deposits 818 Property, plant and equipment, net 74 Goodwill 4,331 Accounts payable and accrued expenses (3,634) Provision for firm purchase commitments (3,890) $ 365 EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) March 31,
2022December 31,
2021Contract assets $ 938 $ 1,369 Contract liabilities $ 2,923 $ 849 accrued interest and penalties relatedcontract assets for certain contracts in which revenue recognition performance obligations have been satisfied however, invoicing to unrecognized tax benefitsthe customer has not yet occurred. Contract liabilities primarily relate to advance consideration received from customers in advance of the Company’s satisfying performance obligations under contractual arrangements. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.income tax expense. No amounts were accrued for interest expense and penalties relatedrevenue during the period, offset by the recognition of $96 of revenue during the three months ended March 31, 2022 that was included in the contract liability balance at the beginning of the period.income tax mattersthe timing of customer invoices in relation to the timing of revenue recognized. The Company recognized $— of revenue during the three months ended March 31, 2021 that was included in the contract liability balance at the beginning of the period.2020.2022 are expected to be recognized within the next twelve months. $1,160 of long-term contract liabilities are expected to be recognized as revenue during 2023. March 31,
2022December 31,
2021Raw materials $ 9,833 $ 11,898 Work-in-process 227 43 Finished goods 232 1,035 Total Inventory, net $ 10,292 $ 12,976 2022 2021 Useful lives Equipment $ 14,691 $ 13,489 3 — 10 years Finance lease 226 226 5 years Furniture 1,152 808 5 — 10 years Leasehold Improvements 3,153 2,933 Lesser of useful life/remaining lease Tooling 3,211 3,053 2 — 3 years Total 22,433 20,509 Less: Accumulated Depreciation (7,913) (7,619) Total Property, Plant and Equipment, net $ 14,520 $ 12,890 EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Remainder of 2022 $ 30 2023 40 2024 40 2025 40 2026 40 Thereafter 80 Total $ 270 EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) examinationsreturns in U.S. federal and various state jurisdictions, as well as Italy and India. The open tax years for federal returns is 2018 and forward, and open tax years for state returns is generally 2017 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by major taxing authorities since inception.Recent Accounting StandardsManagement does not believe that any recentlythe tax authorities.but not yet effective, accounting standards updates, if currently adopted, would have$100,000 aggregate principal amount of convertible notes to Spring Creek Capital, LLC, a material effect onwholly-owned, indirect subsidiary of Koch Industries, Inc (the “2021 Convertible Note” or the Company’s financial statements.NOTE 3 — RELATED PARTY TRANSACTIONSFounder SharesOn June 3, 2019, 10,000 shares of“Notes”). In connection with the Company’s common stock were issued2021 Convertible Note, the Company paid $3,000 to B. Riley Principal Investments, LLC. On February 3, 2020,Securities, Inc., a related party, who acted as a placement agent. This transaction was reviewed and approved as a related party transaction. As of December 31, 2021, interest expense of $2,900 from the 2021 Convertible Note was recorded as convertible notes - related party on the condensed consolidated balance sheets.conducted a 1:575 stock split and reclassification, resulting inreceived $432 from its then affiliated company B. Riley Principal Investments, LLC holding 5,750,000 sharesSecurities, Inc resulting from disgorgement of Class B common stock (the “Founder Shares”). Allshort swing profits under Section 16 (b) of the Founder Shares were contributedExchange Act. This amount was recognized as an increase to the SponsorAdditional Paid in January 2020. Capital as a capital contribution from stockholder when it was earned.financial statements reflect the issuanceCompany has private warrants issued to an affiliated company owned by B. Riley Financial, Inc. as of these shares retroactivelyMarch 31, 2022 and December 31, 2021. Refer to Note 17 for all periods presented. On April 21, 2020, 20,000 Founder Shares were transferred to eachdetails.Patrick Bartels, Jamie Kempner, Timothy Presutti and Robert Suss, the Company’s independent directors, at their par value. On May 19, 2020, the Sponsor returned 718,750 shares of Class B common stock to Company for cancellation, resulting in a total of 5,031,250 Founder Shares outstanding. ContentsEOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, the Founder Shares will automatically convert into shares of Class A common stockdisclosed at the time of the Initial Business CombinationMerger Agreement, prior to the execution and aredelivery of the Merger Agreement, certain unitholders of EES (“Hellman Parties”) asserted claims (“Threatened Claims”) against another director and affiliated investors, including AltEnergy Storage VI, LLC (the "Securityholder Representative"), questioning the dilutive effect of certain historical security issuances on the former EES common unitholders.certain transfer restrictions, as described in more detail below, and the holdersa deductible of the Founder Shares, as described in more detail above, have agreed to certain restrictions and will have certain registration rights with respect thereto. Up to 656,250 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option to purchase additional Units was exercised. On May 28, 2020, the underwriters confirmed that they will not be exercising their over-allotment option in whole or in part, as such 656,250 Founder Shares have been forfeited. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of Company common stock upon completion of the Public Offering excluding the shares underlying the Private Placement Units$2,000 (the “Private Placement Shares”"Deductible").The Company’s initial stockholders, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.Business Combination Marketing AgreementPursuant to a business combination marketing agreement, the Company engaged B. Riley FBR, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings, in connection with the Initial Business Combination. investigation, defense, or settlement of any Threatened Claims. The Deductible was to be borne by the Company, and any additional amounts advanced were reimbursable by the former unitholders of EES.will pay B. Riley FBR, Inc. for such services uponaccrued $1,200 in accounts payable and accrued expenses - related party on December 31, 2021, which has been paid on January 4, 2022. The remaining 159,977 in Settlement Shares were transferred to the consummationHellman Parties from the former EES unitholders, on a pro rata basis, on December 29, 2021.Initial Business Combinationfollowing:March 31, 2022 December 31, 2021 Accrued payroll $ 5,696 $ 3,069 Warranty reserve 3,240 2,112 Accrued legal and professional expenses 2,277 826 Other 1,585 1,667 Total $ 12,798 $ 7,674 March 31, 2022 Warranty reserve - beginning of period $ 2,112 Additions for current year deliveries 673 Changes in the estimate of warranty reserve 955 Warranty costs incurred (500) Warranty reserve - end of period $ 3,240 EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) cash feewholly-owned, indirect subsidiary of Koch Industries providing for the issuance and sale to Koch Industries of convertible notes in anthe aggregate principal amount equal to 3.5%of $100,000 (“2021 Convertible Note”). The transactions contemplated by the Investment Agreement closed on July 7, 2021 (the “Issue Date”). The Maturity Date of the gross proceeds2021 Convertible Note is June 30, 2026, subject to earlier conversion, redemption, or repurchase.Public Offering (exclusiveembedded conversion feature using a binomial lattice model at the inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of any applicable finders’ fees which might become payable). Pursuantthe Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. Refer to Note 20 for definition of the fair value hierarchy. The assumptions used to determine the fair value of the embedded conversion feature as of December 31, 2021 and March 31, 2022 and are as follows:March 31, 2022 December 31, 2021 Term 4.25 years 4.5 years Dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Volatility 65.0 % 60.0 % Effective debt yield 20.5 % 19.0 % termschange in fair value of the business combination marketing agreement, no fee will be due ifembedded conversion feature for the three months ended March 31, 2022.March 31, 2022 Contractual interest expense $ 1,544 Amortization of debt discount 543 Amortization of debt issuance costs 87 Total $ 2,174 March 31, 2022 December 31, 2021 Principal $ 102,900 $ 102,900 Unamortized debt discount (27,778) (28,321) Unamortized debt issuance costs (2,703) (2,790) Embedded conversion feature 4,664 12,359 Aggregate carrying value $ 77,083 $ 84,148 does not complete an Initial Business Combination.9Administrative FeesCommencingEOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) May 19, 2020,the condensed consolidated balance sheets. For the three months ended March 31, 2022 and 2021, interest expense of $2,174 and $— was recorded for the 2021 Convertible Note.affiliateaggregate purchase price of $25,000. $5,000 of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion$25,000 purchase price was paid in May 2021. The fair value of the Initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees.Registration RightsThe holdersnote payable was estimated using active market quotes, based on our current incremental borrowing rates for similar types of Founder Shares (and any shares of Class A common stock issuable upon conversionborrowing arrangements, which were Level 2 inputs. Refer to Note 20 for definition of the Founder Shares), Private Placement Units, Private Placement Shares,fair value hierarchy. Based on the analysis performed, the carrying value of the remaining payments of the note payable was recorded as debt, which includes a current portion of $4,970 and a long-term portion of $13,892 as of March 31, 2022.(and anyissued to the Sponsor of BMRG in its initial public offering on May 22, 2020 became exercisable on May 22, 2021. The Private Placement Warrants are classified as Level 2 financial instruments in the fair value hierarchy. Refer to Note 20 for definition of the fair value hierarchy. They are valued on the basis of the quoted price of the Public Warrants, adjusted for insignificant difference between the Public Warrants and Private Placement Warrants. 325,000 Private Placement Warrants were outstanding with a fair value of $359 and $926 as of March 31, 2022 and December 31, 2021, respectively. The change in fair value for the three months ended March 31, 2022 and 2021 amounted to $567 and $(224), respectively, which has been recognized in Change in fair value, warrants liability - related party in the Company’s condensed consolidated statements of operations.For the three months ended March 31, 2022 March 31, 2021 Stock options $ 911 $ 1,524 Restricted stock units 3,032 954 Total $ 3,943 $ 2,478 EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Units Weighted-Average
Exercise PriceWeighted-Average
Remaining
Contractual Term
(years)Options Outstanding at December 31, 2021 2,023,460 $ 9.51 6.3 Cancelled/Forfeited (51,369) $ 10.28 Options Outstanding at March 31, 2022 1,972,091 $ 9.49 5.8 Options Exercisable at March 31, 2022 1,179,834 $ 9.97 6.1 Units Weighted-Average
Grant-Data Fair ValueRSU Outstanding at December 31, 2021 2,194,756 $ 16.36 Granted 1,149,280 $ 4.14 Cancelled/Forfeited (226,400) $ 11.65 Vested (305,651) $ 20.35 RSU Outstanding at March 31, 2022 2,811,985 $ 11.31 Class A commonMarch 31, 2022 and December 31, 2021, 1,949,261 and 2,282,906 shares remain for future issuance, respectively. Options vest generally over three to five years and have a term of five to ten years. RSUs generally vest over three to four years. During the three months ended March 31, 2022, the Company only granted RSUs with service conditions. Stock compensation is recognized on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. For awards with performance conditions, compensation expense is recognized using an accelerated attribution method over the vesting period. The performance conditions primarily relate to achievement of sales targets. As of March 31, 2022, within the total options outstanding, there were 28,818 performance-based stock issuable uponoptions, all of which are expected to vest in the next four years.2021 Volatility 57.43 % Risk free interest rate 1.11 % Expected life (years) 6.25 Dividend yield 0 % EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Leases Classification on Balance Sheet March 31, 2022 December 31, 2021 Assets ROU - operating lease assets Operating lease right-of-use asset, net $ 4,989 $ 3,468 Finance lease assets Property, plant and equipment, net 21 28 Total lease assets $ 5,010 $ 3,496 Classification on Balance Sheet March 31, 2022 December 31, 2021 Liabilities Current Operating lease liability Operating lease liability, current portion $ 899 $ 1,084 Finance lease liability Other current liabilities 6 8 Non-Current Operating lease liability Operating lease liability, long-term 4,943 3,224 Finance lease liability Other liabilities 15 17 Total lease liabilities $ 5,863 $ 4,333 Operating lease Financing lease Total Remainder of 2022 $ 1,022 $ 7 $ 1,029 2023 1,543 8 1,551 2024 1,623 8 1,631 2025 1,707 8 1,715 2026 1,336 1 1,337 Later years — — — Total minimum lease payments $ 7,231 $ 32 $ 7,263 Less amounts representing interest 1,389 11 1,400 Present value of minimum lease payments $ 5,842 $ 21 $ 5,863 EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the casevaluation of the Founder Shares, only after conversionfair value of such sharesassets and liabilities and their placement within the fair value hierarchy levels.sharesbe representative of Class A common stock) pursuanttheir fair value due to the short maturity of these instruments.March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Private Placement Warrants $ — $ 359 $ — $ — $ 926 $ — Embedded derivative liability within the 2021 Convertible Note $ — $ — $ 4,664 $ — $ — $ 12,359 registration rights agreement. The holdersroll-forward of the majorityactivity of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. These holders are also entitled to certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up periodall liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the Sponsor may not exercise its demand and piggyback registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. The Forward Purchase Units and securities underlying the Forward Purchase Units have substantially similar registration rights.Note Payable - Related PartyThe Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2019 or (ii) the date on which the Company consummated an initial public offering of its securities. Atthree months ended March 31, 2020,2022 and 2021.March 31, 2022 March 31, 2021 Balance at beginning of the period $ 12,359 $ — Change in fair value included in earnings (7,695) — Balance at end of the period $ 4,664 $ — EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Note Payablecondensed consolidated balance sheets was $50,000. On April 21, 2020, the Company borrowed an additional $50,000 which increased the Note Payable balance to $100,000 which was paid in full using proceeds from the Public Offering and the Private Placement on May 27, 2020.NOTE 4 — STOCKHOLDER’S EQUITYCommon StockThe authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination, to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. On February 3, 2020, the Company conducted a 1:575 stock split and reclassification resulting in 5,750,000 shares of Class B common stock outstanding (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) at March 31, 2020 and December 31, 2019. On April 21, 2020, 80,000 founder shares were transferred to the Company’s independent directors, at their par value. On May 19, 2020, 718,750 shares of Class B common stock were returned to Company by the Sponsor for cancellation, resulting in a total of 5,031,250 Class B common stock outstanding (up to 656,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).Level in fair value hierarchy March 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 3,619 $ 2,519 $ 3,650 $ 2,805 Note payable 3 $ 18,862 $ 14,973 $ 18,695 $ 14,607 Equipment financing facility 3 $ 5,982 $ 5,500 $ 6,371 $ 5,951 2021 Convertible Note without embedded derivative liability 3 $ 72,419 $ 61,036 $ 71,789 $ 61,866 StockboardBoard of directors.Directors. At March 31, 20202022 and December 31, 2019,2021, there were no shares of preferred stock issued or outstanding.
Common StockWarrantsWarrants may only be exercised for a whole numbershares. No fractional Warrants will be issued upon separationcommon stock with $0.0001 par value. Holders of the UnitsCompany’s common stock are entitled to 1 vote for each share. At March 31, 2022 and only whole Warrants will trade. The Warrants will become exercisable on the laterDecember 31, 2021, there were 53,980,608 and 53,786,632 shares of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months fromcommon stock issued and outstanding.Public Offering; provided in each case thatMerger, and as additional consideration for the transaction, the Company haswas obligated to issue within five years from the closing date to each unitholder of EES its pro-rata proportion of a one-time issuance of an effective registration statement under the Securities Act covering the sharesaggregate of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 152,000,000 Shares (the “Earnout Shares” or "Contingently Issuable Common Stock"), within 5 business days after (i) the closing of the Initial Business Combination, use its best efforts to file with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60th business day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of a Business Combination or earlier upon redemption or liquidation.The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants.The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants):·in whole and not in part;·at a price of $0.01 per warrant;·upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and·if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement.The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination (excluding any issuance of securities under the forward purchase agreement), at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stockCompany's shares traded equaling or exceeding $16.00 per share for any 20 trading days within any consecutive 30-trading day period during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise priceEarnout Period or (ii) a Change of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 18-month time period.NOTE 5 — SUBSEQUENT EVENTSThe Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than described in these financial statements in relation to the Company’s Initial Public Offering and the transaction on June 24, 2020 described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.On June 24, 2020, the Company executed a letter of intent with privately held Eos Energy Storage LLC (“EOS”) for a business combination transaction which would result in privately held EOS becoming a publicly listed company. Founded in 2008, EOS is an established provider of long-duration energy storage focused on providing a domestic solution to a global need: low-cost, safe, and environmentally friendly energy storage. The transaction contemplates a valuation of EOS of approximately $290,000,000. The proposed transaction would provide EOS with approximately $225,000,000 of additional new equity financing, including $50,000,000 of proceeds from a fully backstopped private placement of private equity by B. Riley Financial, assuming no public shareholders of the Company exercise their redemption rights at closing. The proposed transaction is expected to be completed in the fourth quarter of 2020, subject to, among other things, the negotiation and execution ofControl (or a definitive agreement providing for a Change of Control having been entered into) during the transaction,Earnout Period (each of clauses (i) and (ii), a “Triggering Event”).approvalTriggering Event for the issuance of the Earnout Shares occurred as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period during the Earnout Period. Accordingly, 1,999,185 Earnout Shares were issued to the unitholders of EES.EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Company’s shareholders, satisfactionweighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating EPS on a diluted basis. As we incurred a net loss for the three months ended March 31, 2022 and 2021, the potential dilutive shares from stock options, restricted stock units, warrants, and convertible redeemable notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three months ended March 31, 2022 and 2021. The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:For the three months ended March 31, 2022 2021 Stock options and restricted stock units 4,784,076 3,336,539 Warrants 7,326,654 9,075,000 Convertible Notes (if converted) 5,144,074 — conditions statedNotes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “ Indenture”), dated as of April 7, 2022. The terms of the notes remain the same as the 2021 Convertible Notes under the Investment Agreement. Effective May 1, 2022, as permitted under the Investment Agreement, Spring Creek Capital, LLC transferred its rights and obligations under the Investment Agreement to an affiliate.EOS ENERGY ENTERPRISES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) letterSEPA as the average of intentthe VWAPs (as defined below) during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville. “VWAP” is defined in the SEPA to mean, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours.other customary closing conditions. Accordingly, there canconditions set forth in the SEPA and the accompanying promissory note. Pre-Advance Loans must be no assurance that a definitive agreement will be entered intorepaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an advance, or that the proposed transaction will be consummated.11Item 2. Management’s Discussion and AnalysisTable of Financial Condition and Results of Operations.References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “us,” “our” or the “Company” are to B. Riley Principal Merger Corp. II. References to our “management” or our “management team” refer to our officers and directors. Contents and analysis should be read in conjunction with the accompanying unaudited financial statements for the three months ended March 31, 2022 and 2021 and our unaudited condensedAnnual Report on Form 10-K for the year ended December 31, 2021, including the financial statements and related notes thereto included elsewhere in this Quarterly Report.StatementsQuarterly Report includes forward-lookingreport contains statements about the future, sometimes referred to as “forward-looking” statements. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements are subject to knowntypically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and unknownsimilar words and expressions. Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements.uncertainties and assumptions about usuncertainties. The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors. See also the “Risk Factors” disclosures contained in our Annual Report on Form 10-K for the year ended December 31, 2021 for additional discussion of the risks and uncertainties that could cause our actual results levels of activity, performance or achievements to bediffer materially different from any future results, levels of activity, performance or achievementsthose expressed or implied byin our forward-looking statements. The forward-looking statements included in this report are made only as of the date of this report. We are not obligated to update such forward-looking statements. Factors that might causestatements to reflect subsequent events or contribute to such a discrepancy include, but are not limited to, those describedcircumstances.the Risk Factors section of our final prospectus for our Public Offering (as defined below) and in our other Securities and Exchange Commission (“SEC”) filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whetherDelaware on June 3, 2019 as a result of new information, future events or otherwise.OverviewWe are a blank checkspecial purpose acquisition company incorporated as a Delaware corporation and formed forunder the purpose of effectingname B. Riley Principal Merger Corp. II., in order to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses. Upon the closing of the business combination on November 16, 2020, the Company changed its name to “Eos Energy Enterprises, Inc.” The Company began trading under the ticker NASDAQ: EOSE on November 16, 2020.“Initial Business Combination”“Company” or “Eos”).We intend to effectuate an Initial Business Combination using cash designs, develops, manufactures, and sells innovative energy storage solutions for utility-scale microgrid, and commercial & industrial (“C&I”) applications. Eos has developed a broad range of intellectual property with multiple patents ranging from the proceedsunique battery chemistry, mechanical product design, energy block configuration and a software operating system (battery management system). The Battery Management System (“BMS”) software uses proprietary Eos-developed algorithms and includes ambient and battery temperature sensors, as well as voltage and current sensors for the strings and the system. Eos focuses on developing and selling safe, reliable, long-lasting low-cost turn-key alternating current (“AC”) integrated systems using Eos’s direct current (“DC”) Battery System. The Company has a manufacturing facility in Turtle Creek, Pennsylvania to produce DC energy blocks with an integrated BMS. The Company’s primary markets focus on integrating battery storage solutions with (1) renewable energy systems that are connected to the utility power grid (2) renewable energy systems that are not connected to the utility power grid (3) storage systems utilized to relieve congestion and (4) storage systems to assist C&I customers in reducing their peak energy usage or participating in the utilities ancillary and demand response markets. The Company’s major market is North America with opportunistic growth opportunities in Europe, Africa, and Asia.initial public offeringinnovative systems that today provide utilities and commercial and industrial customers with a proven, reliable energy storage alternative for 3- to 12-hour discharge applications. Our innovative spirit extends to our manufacturing strategy, which includes proprietary equipment and processes that allow us to scale quickly and with a lower capital intensity than other technologies. We believe our technology will continue to reduce cost and improve the operating efficiency and competitiveness of our DC battery storage systems.“Public Offering”) that closed on May 22, 2020 (the “Closing Date”)projected Total Addressable Market = 115 GWh), and the numbers are big (every 1% share = $250M). All signs point to energy storage growing along with utility solar and wind as they come to scale. Over the last decade, solar and wind have become the fastest growing new power generation technologies, and in the process, they have also reduced their costs by 89% and 70%, respectively. The Zynth™ battery is composed of five earth-abundant, readily available raw materials with mature supply chains that allow us to drive cost down as we scale.placement unitsactors and companies, against Russia and certain other geographic areas. We are continuing to monitor the situation in Ukraine, including its global effects, and assessing its potential impact on our business, including the timing of our sales as certain customers purchase safety stock for their own supply chains. Although our business has not been materially impacted by the ongoing military conflict in Ukraine as of the date of this filing, it is impossible to predict the extent to which our operations, or those of our customers or suppliers, will be impacted, or the ways in which the conflict may impact our business, cash flows or results of operations.shares240 MWh of our Class Aenergy storage capacity provided by Eos’s Znyth™ zinc-based technology, accompanied by an option to purchase long-term maintenance support, with an additional option to expand to a total of 500 MWh over a term of 3 years, representing a total order value of up to $150 million.(“Private Placement Warrants”standby equity purchase agreement (the “SEPA”) that closed onwith an affiliate of Yorkville Advisors. The SEPA gives the Closing Date and from additional issuancesCompany the right, but not the obligation, to sell up to $200 million of if any, our capital stock and our debt, or a combinationcommon equity to an affiliate of cash, stock and debt.Our business activities from inception to March 31, 2020 consisted primarilyYorkville during the two-year term of our formation and preparation for our Public Offering that was completed on May 22, 2020, and since the offering on May 22, 2020, our activity has been limited to identifying and evaluating prospective acquisition targets for an Initial Business Combination.At March 31, 2020, we had cashagreement.For the2020, we had a net loss2022 and 2021 Three Months Ended
March 31$ % ($ in thousands) 2022 2021 Change Change Revenue $ 3,298 $ 164 $ 3,134 1,911 Cost and expenses: Cost of goods sold 35,585 100 35,485 35,485 Research and development 4,963 5,053 (90) (2) Selling, general and administrative expenses 14,279 8,802 5,477 62 Loss on pre-existing agreement — 7,852 (7,852) (100) Grant expense (income), net 173 8 165 2,063 Operating loss (51,702) (21,651) (30,051) 139 Other income (expense) Interest expense, net (338) (21) (317) 1,510 Interest expense - related party (2,174) — (2,174) NM Change in fair value, embedded derivative - related party 7,695 — 7,695 NM Change in fair value, warrant liability - related party 567 (224) 791 (353) Income from equity in unconsolidated joint venture — 440 (440) (100) Other income 119 — 119 NM Loss before income taxes $ (45,833) $ (21,456) $ (24,377) 114 Income tax benefit 42 — 42 NM Net loss $ (45,791) $ (21,456) $ (24,335) 113 $454. Our net lossoperations for the three months ended March 31, 2020, solely consisted2022, reflect the continued ramp-up of formation costsproduction and general and administrative expenses. There was no operationdelivery of our battery storage systems. Although we expect revenues to grow throughout 2022, we also continue to expect to generate operating losses for the Company duringforeseeable future. A summary of our operating results for the three months ended March 31, 20192022 is as follows:Companyamortization of debt issuance cost and discount.formed on June 3, 2019.Untilclosingprocess of product commercialization and full-scale manufacturing development and, as such, has had limited revenue generating activities to date. Accordingly, the Company has incurred significant recurring losses, and net operating cash outflows from operations since inception. Operating expenses consist primarily of costs related to the Company’s sales of its products, research and development costs, and recurring general and administrative expenses. Management and the Company’s Board of Directors anticipate the Company will eventually reach a scale of profitability through the sale of battery storage systems and other complementary products and services, and therefore, the Company believes the current stage of the Public Offering, our only sourceCompany’s lifecycle justifies continued intensive investment in the development and launch of liquidity wasproducts. Accordingly, the Company expects to continue to incur significant losses and net operating cash outflows from operations for the foreseeable future and to continue to require additional capital to fund the Company’s operations and obligations as they become due, including funding necessary to continue to scale up the Company’s operations to allow for the delivery of order backlog, to secure additional order opportunities for its battery storage systems, and to continue to invest in research and development.initial saleapplication under Part II of shares (the “Founder Shares”)the loan program in the second quarter of Class B2022. In addition, in April, the Company entered into a $200 million common stock par value $0.0001SEPA with an affiliate of Yorkville Advisors (“Yorkville”). The SEPA gives Eos the right, but not the obligation, to sell up to $200 million of common equity to an affiliate of Yorkville at times of Eos’ choosing during the two-year term of the agreement. The SEPA provides for shares to be issued to the investor at a discounted price of 97.0% of the 3-day volume-weighted average price following notification to the investor that the Company wishes to draw upon the facility (each, an “advance”). Furthermore, the SEPA allows for pre-advance loans in the aggregate principal amount not to exceed $50 million per share,loan, pursuant to our sponsor, B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company (the “Sponsor”), and the proceeds of a promissory note subject to the mutual consent of the parties. Pre-advance loans must be repaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an advance, or otherwise in cash. The Company’s rights to sell stock to the affiliate of Yorkville are subject to certain limitations including that Yorkville may not purchase any shares that would result in it owning (1) more than 9.99 percent of the Company’s outstanding common stock at the time of an advance or, (2) 19.99 percent of the Company’s outstanding common stock as of April 28, 2022 (the “Note”“Exchange Cap”), provided that the Exchange Cap does not apply to any sales of common stock under the SEPA that equal or exceed $2.15 per share. There can be no assurance that the Company will successfully complete Part II of the DOE Loan Program or that the Company will be able to utilize the SEPA to its full $200 million capacity, or otherwise be able to obtain new funding from other sources on terms acceptable to us, on a timely basis, or at all.Sponsor,Company’s ability to continue as a going concern. If the Company is unable to raise additional capital, on acceptable terms or at all, the Company may have to significantly delay, scale back or ultimately discontinue the development or commercialization of its product and/or consider a sale or other strategic transaction.amountNotes to the condensed consolidated financial statements), notes payable of $300,000.$18,862 (see Note 15 in the Notes to the condensed consolidated financial statements) and long-term debt of $5,982 (see Note 16 in the Notes to the condensed consolidated financial statements) and a total accumulated deficit of $(462,318), which is primarily attributable to the significant recurring losses the Company has accumulated since inception. The Note was repaid uponCompany has historically relied on outside capital to fund its cost structure and expects this reliance to continue for the closingforeseeable future until the Company reaches a scale of profitability through its planned revenue generating activities. However, as of the Public Offering.At March 31, 2020 we haddate the accompanying financial statements were issued, management concluded that the Company did not have sufficient capital on hand to support its current cost structure for one year after the date the accompanying financial statements were issued. Based on our current projections, the Company will need to secure additional capital, increase revenues or defer or reduce cash of $14,894 and working capital deficit of $70,731.We completed the sale of 17,500,000 units at an offering price of $10.00 per unitexpenditures in the Public Offering. The Sponsor subscribedsecond quarter of 2022 to purchase an aggregate of 650,000 units at a price of $10.00 per Private Placement Unit in a private placement that closed on May 22, 2020 simultaneously with the Public Offering. The sale of the 17,500,000 Units generated gross proceeds of $175,000,000, less underwriting commissions of $3,500,000 (2% of gross proceeds) and other offering costs of $523,135. The Private Placement Units generated $6,500,000 of proceeds.Each unit consists of one share ofcontinue our Class A common stock, $0.0001 par value (each a “public share”), and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants” and, with respect to the warrants underlyingoperations.Units,of convertible notes and the “Private Placement Warrants”). One Warrant entitles the holder thereof to purchase one whole shareissuance of Class A common stock at a price of $11.50 per share.We granted the underwriters a 45-day option to purchase on a pro rata basis up to 2,625,000 additional units at the initial public offering price less the underwriting discounts and commissions.On May 28, 2020, the underwriters confirmed that they will not be exercising their over-allotment option in whole or in part.addition, income on the funds held in the Trust Account may be released to us to pay our franchise and income taxes.We do not believe we will need to raise additional funds other than the funds raised in the Public Offering on May 22, 2020 in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our shares of Class A common stock upon completion of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such business combination (including from our affiliates or affiliates of our Sponsor).Off-Balance Sheet ArrangementsWe have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.Contractual ObligationsAt March 31,November 2020, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. On May 19, 2020, we entered into an administrative support agreement pursuant to which we have agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the earlier of the completion of the Initial Business Combination and the Company’s liquidation, we will cease paying these monthly fees.We have engaged B. Riley FBR, Inc. as advisorsreceived $142.3 million in connection with the Initial Business Combination to assist us in arranging meetings with stockholders to discuss a potential business combination and the target business’ attributes, introduce us to potential investors that may be interested in purchasing our securities, assist us in obtaining stockholder approval for our Initial Business Combination and assist us with the preparation of press releases and public filings in connection with the Initial Business Combination. We will pay B. Riley FBR, Inc. for such services upon the consummation of the Initial Business Combination a cash feeMerger and the Private Placement upon the Closing. In July 2021, we received $100.0 million in an amount equal to 3.5%proceeds from the issuance of the gross2021 Convertible Note to Koch Industries (see Note 14 in the Notes to our condensed consolidated financial statements). In September 2021, the Company entered into a $25.0 million Equipment Financing Agreement with Trinity (the “Equipment Financing Agreement”), the proceeds of which will be used to acquire certain equipment and other property, subject to Trinity's approval. As of March 31, 2022, the Public Offering (exclusive of any applicable finders’ feesCompany had drawn $7.0 million from the financing agreement.might become payable). Pursuantwill be used primarily for additional equipment, automation, and implementation to increase our capacity and efficiency to meet our customer’s needs. Our capital expenditure and working capital requirements in the foreseeable future may change depending on many factors, including but not limited to the termsoverall performance of existing equipment, our sales pipeline, our operating results, our ability to secure funding and any adjustments in our operating plan needed in response to industry conditions, competition or unexpected events. Three months ended March 31, ($ in thousands) 2022 2021 Net cash used in operating activities $ (42,732) $ (9,703) Net cash used in investing activities $ (5,132) $ (11,360) Net cash provided by (used in) financing activities $ (1,212) $ (73) ($ in thousands) Total Less than 1 year 1-3 years 3-5 years More than 5 years 2021 Convertible Note, including interest (1) $ 128,271 $ — $ 10,917 $ 117,354 $ — Note payable, including interest 20,000 5,000 10,000 5,000 — Operating and capital lease 7,263 1,410 3,222 2,631 — Firm purchase commitment 1,724 1,724 — — — Equipment financing, including interest 7,429 2,453 4,906 70 — Total $ 164,687 $ 10,587 $ 29,045 $ 125,055 $ — business combination marketing agreement, no fee will bedate of this Form 10-Q, the Company intends to repay the contractual interest due if we do not complete an Initial Business Combination.PoliciesThe preparation ofEstimatesand related disclosuresare prepared in conformity with accounting principlesU.S. generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of theaccounting principles. In preparing our condensed consolidated financial statements, we make assumptions, judgments, and incomeestimates on historical experience and expenses duringvarious other factors that we believe to be reasonable under the periods reported.circumstances. Actual results could differ materially differ from thosethese estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments, and estimates. Weidentified the following asbeen no material changes to our critical accounting policies:Deferred Offering CostsWe comply with the requirements of the FASB ASC 340-10-S99-1estimates as compared to our critical accounting policies and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs of $70,000 as of March 31, 2020 consist principally of costs incurredestimates included in connection with preparationour Annual Report on Form 10-K for the Public Offering. These costs, together with the underwriter discount, were charged to capital upon completionyear ended December 31, 2021.Risk.As ofRisk2020, we were not subject2022, as compared to any material market or interest rate risk. The net proceeds ofthose discussed in our Annual Report on Form 10-K for the Public Offering and the Private Placement Warrants, including amounts in the Trust Account, were invested in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there was no associated material exposure to interest rate risk.We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.Procedures.Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in companyour reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves asCEO and our Principal Executive Officer) and Chief Financial Officer (who serves as our Principal Financial and Accounting Officer), as appropriate,CFO, to allow timely decisions regarding required disclosure.As required by Rules 13a-1515d-15 under the Exchange Act,other post-closing procedures to determine that our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based upon his evaluation, our Chief Executive Officer and Chief Financial Officerconsolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management concluded that the consolidated financial statements included in this report fairly present in all material respects our disclosure controlsfinancial condition, results of operations and procedures (as definedcash flows for the periods presented.Rules 13a-15(e) and 15d-15(e) under the Exchange Act)Internal Control Over Financial Reportingeffective.During the most recently completed fiscal quarter, there has been no changechanges in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during our most recent quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.Inherent Limitation on Effectiveness of ControlsOur management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.14Proceedings.None.Factors.causeadversely affect our actualoperating results. These claims could conceivably exceed the level of our liability insurance coverage.differ materiallypredict. Responding to lawsuits brought against us, or legal actions that we may initiate, can be expensive and time-consuming. Unfavorable outcomes from those in this Quarterly Report are any of the risks described inthese claims and/or lawsuits could adversely affect our prospectus dated May 19, 2020 filed with the SEC on May 20, 2020. Any of these factors could result in a significant or material adverse effect on ourbusiness, results of operations, or financial condition. Additional risk factors not presently knowncondition, and we could incur substantial monetary liability and/or be required to us or that we currently deem immaterial may also impairchange our business practices.resultsproperty damage resulting from the use of operations.Quarterly Report on Form 10-Q, there havereport, no complaint has been no material changes tofiled against the risk factors disclosed in our prospectus dated May 19, 2020 filedCompany. The Company is cooperating with the investigative demand. At this time, it is difficult to predict the final outcome or resolution of any claims.on May 20, 2020.staff as expeditiously as possible.disclose changesbe exposed to multiple claims, and, as a result, could incur significant out-of-pocket costs before reaching the deductible amount, which could adversely affect our financial condition and results of operations. In addition, the cost of such factors or disclose additional factors from time to timeinsurance policies may increase significantly upon renewal of those policies as a result of general rate increases for the type of insurance we carry as well as our historical experience and experience in our industry. Although we have not experienced any material losses that were not covered by insurance, our existing or future filings withclaims may exceed the SEC.On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency becausecoverage level of a new strainour insurance, and such insurance may not continue to be available on economically reasonable terms, or at all. If we are required to pay significantly higher premiums for insurance, are not able to maintain insurance coverage at affordable rates or must pay amounts in excess of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company'sclaims covered by our insurance, then we could experience higher costs that could adversely affect our financial condition and results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company's results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company's ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company's ability to have meetings with potential investors or affect the ability of a potential target company's personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company's ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Unregistered Sales of Equity SecuritiesOn May 22, 2020, simultaneously with the closing of the Public Offering, we completed the private sale of 650,000 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, to the Sponsor, generating gross proceeds to us of $6,500,000. The Private Placement Units are substantially identical to the units sold as part of the units in the Public Offering (as described below), except that our Sponsor has agreed not to transfer, assign or sell any of the Private Placement Units (except to certain permitted transferees) until 30 days after the completion of our Initial Business Combination. The Private Placement Units are also not redeemable by us so long as they are held by our Sponsor or its permitted transferees, and they may be exercised by our Sponsor and its permitted transferees on a cashless basis. The Private Placement Units were issued in connection with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).Use of ProceedsOn May 22, 2020, we consummated the Public Offering of 17,500,000 Units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our Initial Business Combination and 12 months from the closing of the Public Offering and will expire five years after the completion of our Initial Business Combination or earlier upon redemption or liquidation. Subject to certain terms and conditions, we may redeem the warrants either for cash once the warrants become exercisable or for shares of our Class A Common Stock commencing 90 days after the warrants become exercisable.The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $175,000,000. B. Riley FBR, Inc. served as the sole book-running manager for the offering. The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-237812). The SEC declared the registration statements effective on May 20, 2020.
NoneWe paid a total of $3,500,000 in underwriting discounts and commissions and $523,135 for other costs and expenses related to the Public Offering. B. Riley FBR, Inc., an underwriter in the Public Offering, and an affiliate of us and our Sponsor (which Sponsor beneficially owns more than 10% of our common stock) received a portion of the underwriting discounts and commissions related to the Public Offering. After deducting the underwriting discounts and commissions and incurred offering costs, the total net proceeds from our Public Offering and the sale of the Private Placement Warrants was approximately $177,439,000, of which $176,750,000 (or $10.10 per unit sold in the Public Offering) was placed in the Trust Account. We also repaid $100,000 in noninterest bearing loans made to us by our Sponsor to cover expenses related to the Public Offering. Other than as described above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.Securities.None.Disclosures.Not applicable.Information.None.Incorporated by Reference Exhibit Number Description of Document Schedule/Form File Number Exhibits Filing Date 4.1 Form 8-K File No. 001-39291 10.1 April 13, 2022 10.1 Form 8-K File No. 001-39291 10.1 February 14, 2022 10.2 Form 8-K File No. 001-39291 10.1 April 28, 2022 10.3* 31.1* 31.2* 32* 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 6. Exhibits.followingRegistrant agrees to furnish a copy of all omitted exhibits areand schedules to the SEC upon its request.orthis registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference into, this Quarterly Report on Form 10-Q.Exhibit IndexExhibitNo.Description31.1*Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 193431.2*Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 193432.1**Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2**Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Extension Schema Document101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*XBRL Taxonomy Extension Definition Linkbase Document101.LAB*XBRL Taxonomy Extension Label Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document*Filed herewith**Furnished herewith
SIGNATURESB. Riley Principal Merger Corp. IIEOS ENERGY ENTERPRISES, INC. Date: June 26, 2020May 9, 2022By: / s/ DANIEL SHRIBMANs/ Joe MastrangeloName: Name: Daniel ShribmanJoe MastrangeloTitle: Title: Chief Executive Officer and
(Principal Executive Officer)Date: May 9, 2022 By: /s/ Randall Gonzales Name: Randall Gonzales Title: Chief Financial Officer
(Principal Executive Officer andPrincipalFinancial Officer)17