Item 2.01
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Completion
of Acquisition or Disposition of Assets.
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The
disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. The
material terms and conditions of the Merger Agreement are described in the Proxy Statement in the section entitled “The
Business Combination Proposal — The Merger Agreement,” which is incorporated herein by reference.
At
a special meeting of the stockholders of BMRG held on November 12, 2020 (the “Special Meeting”), the Company’s
stockholders considered and adopted, among other matters, the Merger Agreement. On November 16, 2020 the parties completed the
Business Combination.
At
the Special Meeting, holders of 6,442,195 shares of BMRG’s common stock sold in BMRG’s initial public offering (“Public
Shares”) exercised their right to redeem those shares for cash at a price of $10.10 per share, for an aggregate
of approximately $65,066,169.50. The per share redemption price of $10.10 for holders of Public Shares electing redemption was
paid out of BMRG’s Trust Account, which, after taking into account the redemption but before payment of any transaction
expenses, had a balance immediately prior to the Closing of approximately $111.7 million.
Immediately
after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of all
outstanding founder shares into shares of Class A common stock on a one-for-one basis at the Closing pursuant to BMRG’s amended
and restated certificate of incorporation, the conversion of all shares of Class A common stock in shares of the Company’s
common stock, and the issuance of an additional 4,000,000 shares of the Company’s common stock in the PIPE Financing as described
in Item 3.02 below), there were approximately 49,813,547 shares of the Company’s common stock issued and outstanding and
warrants to purchase approximately 9,075,000 million shares of the Company’s common stock issued and outstanding. The
number of shares of common stock outstanding includes 29,730,341 shares issued to former Eos unitholders in the Business Combination,
which was calculated as 30 million shares less the in-the-money value of pre Business Combination outstanding options to purchase
Eos equity, based on the effective per-unit price of the Business Combination.
Prior
the Closing, each unit of BMRG consisted of one share of Class A common stock and one-half of one redeemable warrant of the Company,
whereby each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per
share. As a result of the Closing, BMRG’s units have automatically separated into the component securities and, as a result,
are no longer traded as a separate security and have been delisted. On November 17, 2020, our Common Stock and public warrants
began trading on The Nasdaq Stock Market (“Nasdaq”) under the trading symbols “EOSE” and “EOSEW,”
respectively.
Upon
the closing, BMRG’s amended and restated certificate of incorporation, dated May 19, 2020, was
replaced with the third amended and restated certificate of incorporation of Eos Energy (the “Amended Certificate”),
which, among other things, reclassified all shares of Class A common stock as Common Stock. Item 3.03 of this Current Report
discusses the Amended Certificate, and is incorporated herein by reference.
FORM
10 INFORMATION
Item 2.01(f)
of Form 8-K states that if the registrant was a shell company, as BMRG was immediately before the Business Combination,
then the registrant must disclose the information that would be required if the registrant were filing a general form for registration
of securities on Form 10. Accordingly, we are providing the information below that would be included in a Form 10 if we were to
file a Form 10. Please note that the information provided below relates to the combined company after the Company’s acquisition
of Eos HoldCo in connection with the consummation of the Business Combination, unless otherwise specifically indicated or the
context otherwise requires.
Forward-Looking
Statements
The
statements contained in this Current Report that are not purely historical are forward-looking statements. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “will,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in
this Current Report may include, for example, statements about:
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the
benefits of the Business Combination;
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the
future financial performance of the combined company following the business combination;
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expansion
plans and opportunities; and
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●
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other statements preceded by, followed by or that include
the words “may,” “can,” “should,” “will,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “target” or similar expression.
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The
forward-looking statements contained in this Current Report are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:
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our ability
to maintain the listing of its Common Stock on Nasdaq following the Business Combination;
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our
ability to raise financing in the future;
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or
directors following the business combination;
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our
public securities’ potential liquidity and trading;
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changes
adversely affecting our business;
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unfavorable
conditions or disruptions in the capital and credit markets;
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our
inability to forecast trends accurately;
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our
ability to generate cash, service indebtedness and incur additional indebtedness;
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restrictive
covenants that may limit our business and our ability to engage in certain corporate
and financial transactions;
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our
ability to obtain capital on commercially reasonable terms;
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fluctuations
in our revenue and operating results;
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competition
from existing or new competitors;
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risks
associated with security breaches in our information technology systems;
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our
success in retaining or recruiting management and key employees;
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risks
related to legal proceedings or claims, including liability claims;
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risks
related to labor disputes;
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risks
associated with changes in federal, state, or local laws;
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risks
associated with potential costs of regulatory compliance;
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risk
resulting from the impact of global pandemics, including the novel coronavirus, COVID-19;
and
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other
factors detailed under the section entitled “Risk Factors” in the Prospectus and incorporated herein by
reference.
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Business
Our
business is described in the Prospectus in the section titled “Eos’s Business” and that information is
incorporated herein by reference.
Risk
Factors
The
risks associated with our business are described in the Prospectus in the section titled “Risk Factors” and
are incorporated herein by reference.
Financial
Information
Reference
is made to the disclosure set forth in Item 9.01 of this Current Report concerning the financial information of Eos OpCo,
which is incorporated herein by reference. Reference is further made to the disclosures contained in the Prospectus in the sections
titled “Summary Historical Financial Information of Eos” and “Eos Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.
The
unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30,
2020 and the unaudited pro forma condensed combined statement of operations for the Company for the year ended December 31, 2019
are set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
Properties
Our
facilities are described in the Prospectus in the section titled “Eos’s Business – Facilities,”
which is incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of shares of our common stock upon the closing of the
Business Combination by:
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each
person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of any series of our voting
common stock;
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each
of our current executive officers and directors;
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all
executive officers and directors of the Company, as a group, upon the closing of the Business Combination.
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The
beneficial ownership of common stock of the Company is based on 49,813,547 shares of common stock issued and outstanding as of
Closing date, and assumes the issuance of all shares to which the former members of Eos OpCo are entitled pursuant to the Business
Combination.
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a
security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants
that are currently exercisable or exercisable within sixty (60) days.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
shares of our common stock beneficially owned by them.
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Number of
Shares
Beneficially
Owned
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Percentage of
Outstanding
Shares
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Name and Address of Beneficial Owners Executive Officers and Directors
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Joe Mastrangelo(1)(2)
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-
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-
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%
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Mack Treece(1)(2)
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-
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-
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%
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Sagar Kurada(1)(2)
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-
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-
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%
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Dr. Balakrishnan G. Iyer(1)(2)
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-
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-
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%
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Russell Stidolph(2)(3)(4)(5)
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6,637,608
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13.3
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%
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Daniel Shribman(6)
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993,750
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2.0
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%
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Dr. Krishna Singh(7)(4)
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2,345,593
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4.7
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%
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Alex Dimitrief(1)
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-
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-
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%
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Andrey Zibelman(1)
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-
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-
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%
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Miriam “Mimi” Walters(1)
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-
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-
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%
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All Executive Officers and Directors as a Group (Ten Individuals)
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9,976,951
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20.0
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%
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5% Holders:
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AltEnergy, LLC(4))(5)
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6,459,912
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13.0
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%
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B. Riley Financial, Inc.(8)
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7,740,234
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15.5
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%
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(1)
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The
business address of each of these entities or individuals is 3920 Park Avenue Edison, New Jersey 08820.
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(2)
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Each
of Messrs. Mastrangelo, Treece, Kurada, Stidolph and Iyer hold options exercisable for shares of the Company’s common
stock as part of the total merger consideration set forth in the Merger Agreement. These options are
subject to certain vesting provisions.
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(3)
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Mr.
Stidolph holds 177,696 shares of common stock and has a pecuniary interest in 6,459,912 shares held directly by AltEnergy
LLC, or AltEnergy, AltEnergy Storage LLC, or AltEnergy I, AltEnergy Storage II LLC, or AltEnergy II, AltEnergy Storage V LLC,
or AltEnergy V, AltEnergy VI LLC, or AltEnergy VI, AltEnergy Storage Bridge LLC, or Bridge, AltEnergy Transmission LLC, or
Transmission, AltEnergy Storage Bridge Phase II LLC, or Bridge II (collectively, the “AltEnergy Shares”). Mr.
Stidolph is the managing director of AltEnergy, the managing member of each of AltEnergy I, AltEnergy II, AltEnergy VI, AltEnergy
V, Bridge, Transmission and Bridge II, and has voting and dispositive power with respect to the AltEnergy Shares. Mr. Stidolph
disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The address of Mr.
Stidolph and each of the above referenced entities is 137 Rowayton Avenue, Rowayton, CT 06853.
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(4)
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As
disclosed under “Indemnification” on page 78 of the Prospectus, 40% of these shares are pledged to BMRG for the
benefit of certain indemnitees and may not be transferred until the date that is the earlier of (i) September 7, 2022; and
(ii) the date on which the specified indemnified matters pursuant to the Merger Agreement have been finally resolved, and
either (x) no obligations are due and payable as a result thereof, or (y) all obligations have been paid to the indemnitees
in full.
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(5)
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Represents
securities held directly by AltEnergy LLC, or AltEnergy, AltEnergy Storage LC, or AltEnergy I, AltEnergy Storage II LLC, or
AltEnergy II, AltEnergy Storage V LLC, or AltEnergy V, AltEnergy VI LLC, or AltEnergy VI, AltEnergy Storage Bridge LLC, or
Bridge, AltEnergy Transmission LLC, or Transmission, AltEnergy Storage Bridge Phase II, or Bridge II. Mr. Stidolph is the
managing director of AltEnergy, the managing member of each of AltEnergy I, AltEnergy II, AltEnergy VI, AltEnergy V, Bridge,
Transmission and Bridge II, and has voting and dispositive power with respect to the AltEnergy Shares. Mr. Stidolph disclaims
beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
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(6)
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Amount
includes 397,500 shares of common stock that are subject to earnout restrictions under the Sponsor Earnout Letter.
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(7)
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Represents
securities held directly by Holtec International, or Holtec, and Singh Real Estate Enterprises Inc., or Singh Real Estate. Mr.
Singh is the sole stockholder of each of Holtec International and Singh Real Estate, and has voting and dispositive power with
respect to such shares. The address of both Holtec International and Singh Real Estate Enterprises, Inc. is 1 Holtec Blvd, Camden,
NJ 08104.
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(8)
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The amount includes (i) 390,000 shares of common stock held by BRC
Partners Opportunity Fund, L.P. (“BRC”), (ii) 25,000 shares of common stock underlying public warrants held by BRC,
(iii) 2,577,000 founder shares held by the Sponsor, (iv) 325,000 shares of common stock underlying private placement warrants held
by the Sponsor, (v) 961,984 shares of common stock held by B. Riley Securities, Inc. (“BRS”), (vi) 1,000,000 shares
of common stock held by B. Riley Principal Investments, LLC (“BRPI”), (vii) 490,750 shares of common stock held by
B. Riley Financial. and (xiii) 1,320,500 shares of common stock that are subject to earnout restrictions under the Sponsor Earnout
Letter. (ix) 650,000 shares of common stock underlying private placement units held by the Sponsor, BRPI is the
sole member of the Sponsor and is a wholly-owned subsidiary of B. Riley Financial, BRC Partners Management GP, LLC (“BRPGP”)
is the general partner of BRC, B. Riley Capital Management, LLC (“BRCM”) is the parent company of BRPGP and B. Riley
Financial is the parent company of each of BRCM and BRS. B. Riley Financial has voting and dispositive power over the securities
held by each of BRPI, BRS and BRC. Bryant Riley is the Chairman and Co-Chief Executive Officer of B. Riley Financial and has voting
and dispositive power over the securities held by B. Riley Financial. Each of BRPI and Mr. Riley disclaims beneficial ownership
over any securities directly held by the Sponsor, BRS or BRC other than to the extent of any pecuniary interest he or it may have
therein, directly or indirectly. The address for this stockholder is 11100 Santa Monica Blvd, Suite 800, Los Angeles, CA 90025.
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Directors
and Executive Officers
Information
with respect to the Company’s directors and executive officers after the Closing is set forth in the Prospectus in the section
titled “Management,” which is incorporated herein by reference.
Executive
Compensation
Information
with respect to the executive compensation of the Company’s executive officers and directors after the Closing is described
in the Prospectus in the sections titled “Executive Compensation - Eos” incorporated herein by reference.
At
the Special Meeting, the stockholders of the Company approved the Incentive Plan. The description of the Incentive Plan set forth
in Item 5.02 of this Current Report is incorporated herein by reference. A copy of the full text of the Incentive Plan is filed
as Exhibit 10.10 to this Current Report and is incorporated by reference herein. Following the consummation of the Business Combination,
the Company expects that the Board or the Compensation Committee will make grants of awards under the Incentive Plan to eligible
participants.
Certain
Relationships and Related Transactions
Information
with respect to certain relationships and related party transactions of the Company is described in the Prospectus in the section
titled “Certain Relationships and Related Person Transactions,” which is incorporated herein by reference.
Legal
Proceedings
Reference
is made to the disclosure regarding legal proceedings in the section of the Prospectus titled “Eos’s Business –
Legal Proceedings,” which is incorporated herein by reference.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
As
a result of the Closing, BMRG’s units have automatically separated into the component securities and, as a result, are
no longer traded as a separate security and have been delisted. On November 17, 2020, our Common Stock and public warrants
began trading on Nasdaq under the trading symbols “EOSE” and “EOSEW,” respectively. As of the
Closing, there were approximately 47 holders of record of the Company’s common stock and approximately 2 holders of
record of the Company’s warrants to purchase common stock.
We
have not paid any cash dividends on shares of our common stock to date. It is the present intention of the Company to retain any
earnings for use in its business operations and, accordingly, the Company does not anticipate the Board declaring any dividends
in the foreseeable future.
Description
of Registrant’s Securities
The
description of the Company’s securities is contained in the Prospectus in the section titled “Description of Securities,”
which is incorporated herein by reference.
Financial
Statements and Supplementary Data
Reference
is made to the disclosure set forth under Item 9.01 of this Current Report, which is incorporated herein by reference.
Changes
in Accountants
Reference
is made to the disclosure contained in Item 4.01 of this Current Report, which is incorporated herein by reference.
Recent
Sales of Unregistered Securities
Reference
is made to the disclosure contained in Item 3.02 of this Current Report concerning the issuance and sale by the Company of certain
unregistered securities, which is incorporated herein by reference.
Indemnification
of Directors and Officers
Reference
is made to the disclosure set forth under Item 5.02 of this Current Report, which is incorporated herein by reference.