{"url_path":"/sec/eose/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into or Amendment of a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1805077/0000950103-26-009739-index.html","accession_number":"0000950103-26-009739","cik":"0001805077","ticker":"EOSE","issuer_name":"Eos Energy Enterprises, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1805077/0000950103-26-009739-index.html","primary_entity_key":"0001805077","primary_entity_name":"Eos Energy Enterprises, Inc."},"word_count":2539,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.**\n\n \n\nOn June 30, 2026, Eos Energy Enterprises Inc.\n(the “**Company**”) entered into a binding amended and restated term sheet (the “**A&R Term Sheet**”)\nwith CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management, L.P. (“**CCM Frontier**”), and HBC MSF Capital\nSolutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP (“**HBC**”), which provides for upon the closing\nof the transactions contemplated by the A&R Term Sheet, the formation of a joint venture among the Company, CCM Frontier and HBC through\nFrontier Power USA Parent, LLC, a Delaware limited liability company (the “**JV Company**”). CCM Frontier, HBC and the\nCompany expect to enter into definitive written agreements with respect to the transactions contemplated by the A&R Term Sheet prior\nto the closing of such transactions. The A&R Term Sheet amends and restates the binding term sheet, dated as of May 12, 2026, among\nthe Company, CCM Frontier and certain other parties.\n\n \n\n**Equity Ownership**\n\n \n\nAt or prior to the closing of the transactions\ncontemplated by the A&R Term Sheet, CCM Frontier (or its applicable designated affiliate) is expected to (a) receive 50,000,001 Class\nA-1 Units of the JV Company (“**Class A-1 Units**”) as founder’s equity in consideration for the contracts, contacts,\ninvestment opportunities, subject matter expertise and other going concern value with respect to the frontier power platform developed\nby affiliates of CCM Frontier (the “**Pre-Closing Contribution**”), (b) contribute $100 million (the “**Initial\nClass A-2 Contribution**”) to the JV Company (a portion of which may be contributed and utilized prior to the closing, including\nfor purposes of the payment of the deposit under a capacity reservation agreement between the Company and the JV Company) in exchange\nfor 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\nA Units**”), at a price of $1.00 per Class A-2 Unit, and (c) receive the CCM Warrant (as defined below).\n\n \n\nAt the closing of the transactions contemplated\nby 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\nraised from HBC in a registered direct offering (the “**Registered Direct Offering**”) and (b) the net proceeds raised\npursuant to a rights offering described below (the “**Initial Class B Contribution**”) to the JV Company in exchange for\na number of Class B Units of the JV Company (“**Class B Units**”) at a price of $1.00 per Class B Unit.\n\n \n\nAt the closing of the transactions contemplated\nby 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\nraised from HBC in a registered direct offering (the “**Registered Direct Offering**”) and (b) the net proceeds raised\npursuant to a rights offering described below (the “**Initial Class B Contribution**”) to the JV Company in exchange for\na number of Class B Units of the JV Company (“**Class B Units**”) at a price of $1.00 per Class B Unit.\n\n \n\nAt the closing of the transactions contemplated\nby the A&R Term Sheet, HBC (or investment funds managed by HBC or its affiliates) is expected to (a) contribute $50 million (the “**Initial\nClass C Contribution**”) to the JV Company in exchange for 50,000,000 Class C Units (“**Class C Units**” and, together\nwith the Class A Units and the Class B Units, the “**Preferred Units**”), at a price of $1.00 per Class C Unit, and (b)\nreceive the HBC Warrant (as defined below).\n\n \n\n**Closing Conditions**\n\n \n\nCCM Frontier’s, HBC’s and the Company’s\nobligations to complete the transactions and consummate the closing contemplated by the A&R Term Sheet are subject to the following\nconditions: (a) completion of a rights offering described below; (b) Department of Energy consent to the transactions contemplated by\nthe A&R Term Sheet; and (c) the execution and delivery of a Commercial Framework Guidelines (in a form to be mutually and reasonably\nagreed by the Company and CCM Frontier).\n\n \n\n**Financing**\n\n \n\nThe investment by the Company in the JV Company\nis expected to be partially financed by a rights offering to holders of Eos Common Shares and certain of its outstanding warrants as of\na future record date (the “**Rights Offering**”). The Rights Offering will target a raise of $150 million, the proceeds\nof 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\nraise an amount in excess of $150 million without the prior written consent of CCM Frontier. The Company’s stockholders that participate\nin the Rights Offering (the “**Rights Offering Participants**”) are expected to receive units of the Company, with each\nwhole unit entitling the holder to acquire (i) one Eos Common Share and (ii) 0.4388 of a warrant (each a “**RO Warrant**”)\nto purchase Eos Common Shares, for a subscription price of $5.481 per whole unit (“**Units**”) up to their pro rata entitlement\n(the “**Basic Subscription Right**”). Each whole warrant to purchase Eos Common Shares shall entitle the holder to purchase\none Eos Common Share at an exercise price of $5.481 per whole Eos Common Share. Rights Offering Participants that have fully exercised\ntheir Basic Subscription Right may also exercise an over-subscription right to purchase to purchase additional Units to the extent any\nremain unsubscribed.\n\n \n\n \n\n \n\nThe mechanics, sequencing and legal structure\nof the Rights Offering (including (without limitation) with respect to issued warrants) is to be separately documented, and remains subject\nto, among other things, certain consents, applicable securities laws and Nasdaq requirements.\n\n \n\nThe RO Warrants are expected to expire on the\n10 year anniversary of the closing of the transactions contemplated by the A&R Term Sheet. The RO Warrants are expected to be exercisable\non a cashless basis.\n\n \n\n**Cerberus Warrants**\n\n \n\nIn consideration for the Initial Class A-2 Contribution,\nthe Company is expected to issue to CCM Frontier warrants to purchase 20,017,772 Eos Common Shares (the “**CCM Warrant**”).\nThe exercise price for the CCM Warrant is expected to be $5.481 per Eos Common Share.\n\n \n\nThe CCM Warrant is expected to expire on the 10-year\nanniversary of the closing of the transactions contemplated by the A&R Term Sheet.\n\n \n\nThe CCM Warrant is expected to be exercisable\nfor cash or on a cashless basis. The CCM Warrant is expected to be exercisable upon surrender of the CCM Warrant, together with a notice\nof exercise, to the Company. Promptly after CCM Frontier exercises the CCM Warrant and, if applicable, the Company receives payment for\nthe shares issuable upon such exercise, the Company will deliver to CCM Frontier certificates or book-entries for the shares acquired\nand, if the CCM Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing a warrant to purchase\nthe shares not yet acquired. If, upon exercise of the CCM Warrant, CCM Frontier would be entitled to receive a fractional interest in\na share, the Company will, round down to the next whole share.\n\n \n\nThe CCM Warrant is expected to be issued in a\nprivate placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “**Act**”), and, along with the\nshares of common stock underlying the CCM Warrant, not to be registered under the Act, or applicable state securities laws. The shares\nunderlying the CCM Warrant are expected to be subject to customary registration rights, and after issuance may not be offered or sold\nin the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements\nof the Act and such applicable state securities laws.\n\n \n\n**HBC Warrants**\n\n \n\nIn consideration for the Initial Class C Contribution,\nthe Company is expected to issue to HBC warrants to purchase 10,008,886 Eos Common Shares (the “**HBC Warrant**”). The\nexercise price for the HBC Warrant is expected to be $5.481 per Eos Common Share.\n\n \n\nThe HBC Warrant is expected to expire on the 10-year\nanniversary of the closing of the transactions contemplated by the A&R Term Sheet.\n\n \n\nThe HBC Warrant is expected to be exercisable\nfor cash or on a cashless basis. The HBC Warrant is expected to be exercisable upon surrender of the HBC Warrant, together with a notice\nof exercise, to the Company. Promptly after HBC exercises the HBC Warrant and, if applicable, the Company receives payment for the shares\nissuable upon such exercise, the Company will deliver to HBC certificates or book-entries for the shares acquired and, if the HBC Warrant\nhas not been fully exercised and has not expired, a new warrant of like tenor representing a warrant to purchase the shares not yet acquired.\nIf, upon exercise of the HBC Warrant, HBC would be entitled to receive a fractional interest in a share, the Company will round down to\nthe next whole share.\n\n \n\n \n\n \n\nThe HBC Warrant is expected to be issued in a\nprivate 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\nunder the Act, or applicable state securities laws. The shares underlying the HBC Warrant are expected to be subject to customary registration\nrights, and after issuance may not be offered or sold in the United States except pursuant to an effective registration statement or an\napplicable exemption from the registration requirements of the Act and such applicable state securities laws.\n\n \n\n**HBC Exchange Right**\n\n \n\nFor so long as HBC holds the Class C Units, the\nClass C Units are expected to be exchangeable into Eos Common Shares based on $1.00 per unit as set forth below.\n\n \n\nPrior to December 31, 2026, HBC is expected to\nhave the right to exchange the Class C Units into Eos Common Shares as follows: up to 50% of the Class C Units can be exchanged into Eos\nCommon Shares using a $15.00 price per share; up to 75% of the Class C Units can be exchanged into Eos Common Shares using a $17.50 price\nper share; and up to 100% of the Class C Units can be exchanged into Eos Common Shares using a $20 price per share, provided that the\nforegoing exchange prices are subject to customary adjustments for stock splits, dividends, distributions, recapitalizations, consolidations,\nmergers and other similar events.\n\n \n\nFrom and after December 31, 2026, HBC is expected\nto have the right to exchange all or any portion of the Class C Units into Eos Common Shares using a price per share equal to the final\npricing of the Rights Offering, subject to customary adjustments for stock splits, dividends, distributions, recapitalizations, consolidations,\nmergers and other similar events.\n\n \n\nUpon the occurrence of certain events, including\nany voluntary or involuntary bankruptcy, change of control, liquidation, dissolution or winding up of the JV Company, HBC is expected\nto have the right to exchange all or any portion of the Class C Units into Eos Common Shares using a price per share equal to the final\npricing of the Rights Offering, subject to customary adjustments for stock splits, dividends, distributions, recapitalizations, consolidations,\nmergers and other similar event.\n\n \n\nIn the event that any other investor in the JV\nCompany has or is issued or granted a right to exchange, amend or restructure its investment in the JV Company for EOS Common Stock on\nmore favorable terms, including an earlier timeline, HBC will receive the same rights.\n\n \n\nThe Company is expected to file a resale\nregistration statement covering the Eos Common Shares issuable upon exchange of the Class C Units with the U.S. Securities and Exchange\nCommission within 30 days of the closing of the transactions contemplated by the A&R Term Sheet.  The Company will use\nits best efforts to have the registration statement declared effective within 60 days after the closing of the transactions contemplated\nby the A&R Term Sheet.\n\n \n\n**Governance**\n\n \n\nThe JV Company will be managed by a board of managers\nthat will initially include seven members, four of which will be appointed by CCM Frontier and up to three of which will be appointed\nby the Company (subject to the Company maintaining certain ownership thresholds in the JV Company). The board of managers will have full\nand exclusive power to conduct and exercise control over the activities of the Company, subject to certain reserved and fundamental matters\nthat will require the consent of a manager appointed by the Company or the Company, as applicable (so long as the Company maintains certain\nownership thresholds in the JV Company).\n\n \n\nDay to day oversight of the JV Company’s\ndevelopment projects will be delegated to and performed by an appointee of CCM Frontier, which is initially anticipated to be an affiliate\nof CCM Frontier, pursuant to a management services agreement on customary terms and conditions to be agreed to by CCM Frontier and the\nCompany.\n\n \n\n**Distributions**\n\n \n\nIn the event of a liquidation of the JV Company,\ndistributions will be made as follows: (a) first to CCM Frontier and HBC until they have received a return of their invested capital (excluding,\nwith respect to CCM Frontier, the Pre-Closing Contribution), (b) second to the Company until it has received a return of its invested\ncapital, (c) third to CCM Frontier until it has received a return of the Pre-Closing Contribution, (d) fourth, to CCM Frontier, the Company\nand HBC pro rata until they have received a pre-tax IRR of 10% compounded quarterly on invested capital (which shall include, for the\navoidance of doubt, in respect of CCM Frontier the Pre-Closing Contribution and the Initial Class A-2 Contribution), (e) fifth to the\nholders of (i) Preferred Units pro rata and (ii) any incentive units in accordance with any management incentive plan adopted by the JV\nCompany. Amounts previously distributed to the holders of Preferred Units and incentive units other than in a liquidation of the JV Company\nwill be credited against amounts that would otherwise be distributable to the holders of Preferred Units and incentive units in a liquidation\nof the Company.\n\n \n\n \n\n \n\nDistributions of available cash by the JV Company\nother than in a liquidation will be made as follows: (a) first to CCM Frontier, HBC and the Company pro rata (based on number of Preferred\nUnits held) until they have received (i) a return of their invested capital (which shall include, for the avoidance of doubt, in respect\nof CCM Frontier the Pre-Closing Contribution and the Initial Class A-2 Contribution) and (ii) a pre-tax IRR of 10% (compounded quarterly)\non such invested capital (which shall include, for the avoidance of doubt, in respect of CCM Frontier the Pre-Closing Contribution and\nthe Initial Class A-2 Contribution), and (b) second to the holders of (i) Preferred Units pro rata and (ii) any incentive units in accordance\nwith any management incentive plan adopted by the JV Company.\n\n \n\n**Transfers**\n\n \n\nSubject to HBC’s exchange right, CCM Frontier,\nHBC and the Company will not be permitted to transfer their respective Preferred Units in the JV Company prior to the third anniversary\nof the closing of the transactions contemplated by the A&R Term Sheet, except for certain permitted transfers to affiliates. After\nthe third anniversary of the closing, CCM Frontier, HBC and the Company will be permitted to transfer their respective Preferred Units,\nsubject to a right of first offer in favor of the non-transferring party."}