Amended Current Report Filing (8-k/a)
November 20 2020 - 5:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 16, 2020
EOS ENERGY ENTERPRISES, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39291
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84-4290188
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3920 Park Avenue
Edison, New Jersey 08820
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (732) 225-8400
N/A
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share
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EOSE
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of common stock
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EOSEW
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory
Note
This
Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Eos Energy Enterprises,
Inc., a Delaware corporation (the “Company”), filed on November 20, 2020 (the “Original Report”),
in which the Company reported, among other events, the completion of the Business Combination.
Due
to the large number of events reported under the specified items of the Original Report, this Amendment No. 1 is being filed in
order to include additional matters related to the Business Combination under Items 5.03, 5.05 and 5.06 of Form 8-K
This
Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments
at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in
or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
Capitalized
terms used herein by not defined herein have the meanings given to such terms in the Original Report.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The
information set forth in Item 3.03 of the Original Report is incorporated by reference into this Item 5.03.
Item 5.05
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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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Effective
November 15, 2020, the board of directors of the Company adopted an updated Code of Business Conduct and Ethics (the “Revised
Code”). The Revised Code applies to all employees, officers and directors of the Company, as well as to the Company’s
agents, representatives and consultants. The Revised Code was adopted to reflect what the Company considers to be current best
practices and policies regarding anti-bribery and corruption. The adoption of the Revised Code did not relate to or result in any
waiver, explicit or implicit, of any provision of the prior Code of Business Conduct and Ethics.
The
above description of the Revised Code does not purport to be complete and is qualified in its entirety by reference to the full
text of the Revised Code, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference. The Revised
Code is also available on the Company’s website (https://investors.eose.com) under the link “Governance – Governance
Documents”. The contents of the Company’s website are not incorporated by reference in this report or made a part hereof
for any purpose.
Item 5.06
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Change in Shell Company Status.
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As
a result of the Business Combination, the Company ceased being a shell company (as defined in Rule 12b-2 of the Exchange Act)
upon the Closing. The material terms of the Business Combination are described in the Proxy Statement in the sections titled “The
Business Combination Proposal” and “The Merger Agreement,” which are incorporated herein by reference.
Further Reference is made to the disclosure in the Prospectus under the section titled “The Business Combination”
and its subsection titled “Merger Agreement.” Further reference is made to the information contained in Item 2.01
of the Original Report, which is incorporated herein by reference.
Item 9.01
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Financial Statement and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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EOS ENERGY ENTERPRISES, INC.
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Dated: November 20, 2020
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By:
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/s/ Sagar Kurada
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Name:
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Sagar Kurada
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Title:
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Chief Financial Officer
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