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   001-39291   84-4290188
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title 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

 

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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 3.03 of the Original Report is incorporated by reference into this Item 5.03.

 

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

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 Change in Shell Company Status.

 

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 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit    
Number   Description of Document
     
14.1   Code of Business Conduct and Ethics

 

1

 

 

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.

 

  EOS ENERGY ENTERPRISES, INC.
     
Dated: November 20, 2020 By: /s/ Sagar Kurada
    Name:   Sagar Kurada
    Title: Chief Financial Officer

 

 

2

 

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