Eos Energy Enterprises Files 8K - Entry Into Definitive Agreement >EOSE

Eos Energy Enterprises Inc. (EOSE) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on June 30, 2026.

On June 30, 2026, Eos Energy Enterprises Inc. (the "Company") entered into a binding amended and restated term sheet (the "A&R Term Sheet") with CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management, L.P. ("CCM Frontier"), and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), which provides for upon the closing of the transactions contemplated by the A&R Term Sheet, the formation of a joint venture among the Company, CCM Frontier and HBC through Frontier Power USA Parent, LLC, a Delaware limited liability company (the "JV Company"). CCM Frontier, HBC and the Company expect to enter into definitive written agreements with respect to the transactions contemplated by the A&R Term Sheet prior to the closing of such transactions. The A&R Term Sheet amends and restates the binding term sheet, dated as of May 12, 2026, among the Company, CCM Frontier and certain other parties.

Equity Ownership

At or prior to the closing of the transactions contemplated by the A&R Term Sheet, CCM Frontier (or its applicable designated affiliate) is expected to (a) receive 50,000,001 Class A-1 Units of the JV Company ("Class A-1 Units") as founder's equity in consideration for the contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the frontier power platform developed by affiliates of CCM Frontier (the "Pre-Closing Contribution"), (b) contribute $100 million (the "Initial Class A-2 Contribution") to the JV Company (a portion of which may be contributed and utilized prior to the closing, including for purposes of the payment of the deposit under a capacity reservation agreement between the Company and the JV Company) in exchange for 100,000,000 Class A-2 Units of the JV Company ("Class A-2 Units" and, together with the Class A-1 Units, the "Class A Units"), at a price of $1.00 per Class A-2 Unit, and (c) receive the CCM Warrant (as defined below).

At the closing of the transactions contemplated by the A&R Term Sheet, the Company is expected to, directly or indirectly, contribute an amount equal to the sum of (a) the net proceeds raised from HBC in a registered direct offering (the "Registered Direct Offering") and (b) the net proceeds raised pursuant to a rights offering described below (the "Initial Class B Contribution") to the JV Company in exchange for a number of Class B Units of the JV Company ("Class B Units") at a price of $1.00 per Class B Unit.

At the closing of the transactions contemplated by the A&R Term Sheet, the Company is expected to, directly or indirectly, contribute an amount equal to the sum of (a) the net proceeds raised from HBC in a registered direct offering (the "Registered Direct Offering") and (b) the net proceeds raised pursuant to a rights offering described below (the "Initial Class B Contribution") to the JV Company in exchange for a number of Class B Units of the JV Company ("Class B Units") at a price of $1.00 per Class B Unit.

At the closing of the transactions contemplated by the A&R Term Sheet, HBC (or investment funds managed by HBC or its affiliates) is expected to (a) contribute $50 million (the "Initial Class C Contribution") to the JV Company in exchange for 50,000,000 Class C Units ("Class C Units" and, together with the Class A Units and the Class B Units, the "Preferred Units"), at a price of $1.00 per Class C Unit, and (b) receive the HBC Warrant (as defined below).

Closing Conditions

CCM Frontier's, HBC's and the Company's obligations to complete the transactions and consummate the closing contemplated by the A&R Term Sheet are subject to the following conditions: (a) completion of a rights offering described below; (b) Department of Energy consent to the transactions contemplated by the A&R Term Sheet; and (c) the execution and delivery of a Commercial Framework Guidelines (in a form to be mutually and reasonably agreed by the Company and CCM Frontier).

Financing

The investment by the Company in the JV Company is expected to be partially financed by a rights offering to holders of Eos Common Shares and certain of its outstanding warrants as of a future record date (the "Rights Offering"). The Rights Offering will target a raise of $150 million, the proceeds of which are expected to be used by the Company to fund a portion of the Initial Class B Contribution, and the Rights Offering will not raise an amount in excess of $150 million without the prior written consent of CCM Frontier. The Company's stockholders that participate in the Rights Offering (the "Rights Offering Participants") are expected to receive units of the Company, with each whole unit entitling the holder to acquire (i) one Eos Common Share and (ii) 0.4388 of a warrant (each a "RO Warrant") to purchase Eos Common Shares, for a subscription price of $5.481 per whole unit ("Units") up to their pro rata entitlement (the "Basic Subscription Right"). Each whole warrant to purchase Eos Common Shares shall entitle the holder to purchase one Eos Common Share at an exercise price of $5.481 per whole Eos Common Share. Rights Offering Participants that have fully exercised their Basic Subscription Right may also exercise an over-subscription right to purchase to purchase additional Units to the extent any remain unsubscribed.

The mechanics, sequencing and legal structure of the Rights Offering (including (without limitation) with respect to issued warrants) is to be separately documented, and remains subject to, among other things, certain consents, applicable securities laws and Nasdaq requirements.

The RO Warrants are expected to expire on the 10 year anniversary of the closing of the transactions contemplated by the A&R Term Sheet. The RO Warrants are expected to be exercisable on a cashless basis.

Cerberus Warrants

In consideration for the Initial Class A-2 Contribution, the Company is expected to issue to CCM Frontier warrants to purchase 20,017,772 Eos Common Shares (the "CCM Warrant"). The exercise price for the CCM Warrant is expected to be $5.481 per Eos Common Share.

The CCM Warrant is expected to expire on the 10-year anniversary of the closing of the transactions contemplated by the A&R Term Sheet.

The CCM Warrant is expected to be exercisable for cash or on a cashless basis. The CCM Warrant is expected to be exercisable upon surrender of the CCM Warrant, together with a notice of exercise, to the Company. Promptly after CCM Frontier exercises the CCM Warrant and, if applicable, the Company receives payment for the shares issuable upon such exercise, the Company will deliver to CCM Frontier certificates or book-entries for the shares acquired and, if the CCM Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing a warrant to purchase the shares not yet acquired. If, upon exercise of the CCM Warrant, CCM Frontier would be entitled to receive a fractional interest in a share, the Company will, round down to the next whole share.

The CCM Warrant is expected to be issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and, along with the shares of common stock underlying the CCM Warrant, not to be registered under the Act, or applicable state securities laws. The shares underlying the CCM Warrant are expected to be subject to customary registration rights, and after issuance may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

HBC Warrants

In consideration for the Initial Class C Contribution, the Company is expected to issue to HBC warrants to purchase 10,008,886 Eos Common Shares (the "HBC Warrant"). The exercise price for the HBC Warrant is expected to be $5.481 per Eos Common Share.

The HBC Warrant is expected to expire on the 10-year anniversary of the closing of the transactions contemplated by the A&R Term Sheet.

The HBC Warrant is expected to be exercisable for cash or on a cashless basis. The HBC Warrant is expected to be exercisable upon surrender of the HBC Warrant, together with a notice of exercise, to the Company. Promptly after HBC exercises the HBC Warrant and, if applicable, the Company receives payment for the shares issuable upon such exercise, the Company will deliver to HBC certificates or book-entries for the shares acquired and, if the HBC Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing a warrant to purchase the shares not yet acquired. If, upon exercise of the HBC Warrant, HBC would be entitled to receive a fractional interest in a share, the Company will round down to the next whole share.

The HBC Warrant is expected to be issued in a private placement under Section 4(a)(2) of the Act, and, along with the shares of common stock underlying the HBC Warrant, not to be registered under the Act, or applicable state securities laws. The shares underlying the HBC Warrant are expected to be subject to customary registration rights, and after issuance may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

HBC Exchange Right

For so long as HBC holds the Class C Units, the Class C Units are expected to be exchangeable into Eos Common Shares based on $1.00 per unit as set forth below.