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Eos Energy, a manufacturer of Zinc-based, low-cost batteries, has achieved a major milestone today as the shareholders of the Special Purpose Acquisition Company (SPAC), B. Riley Principal Merger Corp. II (NYSE:BMRG), approved the proposed merger between the two entities, paving the way for the shares of the combined company to start trading on the stock exchange next week.
Following proposals were tabled during the special meeting of B. Riley’s shareholders:
- The Business Combination Proposal: To approve and adopt the agreement with Eos Energy as well as the merger plan
- The Stock Issuance Proposal: To endorse the issuance of relevant shares in accordance with the merger agreement as well as other equity financing agreements, subject to the approval of the first proposal. Specifically, 30 million common shares will be issued to existing Eos Energy’s shareholders (for a total consideration of $300 million) along with 2 million additional common shares, subject to the satisfaction of certain earnout targets. Additionally, 4 million common shares will be issued to satisfy the terms of equity financing agreements
- The Charter Amendment Proposal: To approve the adoption of the third amended and restated certificate of incorporation
- The Advisory Charter Proposals: To increase the authorized capital stock of the company from 126 million shares to 201 million shares, consisting of 200 million common shares and 1 million preferred shares; to alter the stockholder vote criteria required to approve certain major changes to one that requires an affirmative vote of the holders of at least 66 ⅔ percent of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally; to provide that Section 203 of the Delaware General Corporation Law does not apply to the company; to provide that certain amendments actions under the proposed charter are subject to the director nomination agreement; to change the classification of the Company’s board of directors from two classes to three classes of directors; to provide for a waiver of the doctrine of corporate opportunities to certain directors or their nominators under specific conditions; to provide for certain additional changes, including changing the name of the combined company to Eos Energy Enterprises Inc. and to remove certain provisions no longer required
- The Incentive Plan Proposal: To approve and adopt the B. Riley Principal Merger Corp. II 2020 Incentive Plan
- The Adjournment Proposal: To adjourn the special meeting of the shareholders
B.Riley’s shareholders have now approved all six proposals, paving the way for the closure of the merger agreement with Eos Energy.
— SPAC Attack (@spac_attack) November 12, 2020
This brings us to the crux of the matter. B. Riley’s existing shares – as well as those awarded to Eos Energy during the course of this merger – will start to trade on the stock exchange under a new ticker symbol – EOSE – next week after the closure of the merger agreement on the 16th of November. Accordingly, B. Riley’s Class A common shares and public warrants that traded under the symbols, BMRG and BMRG WS, will resume trading under the symbols, EOSE and EOSW, respectively. Moreover, the combined company will officially adopt the name Eos Energy Enterprises Inc.
Bear in mind that B. Riley filed a Form 8-K with the U.S. SEC today, announcing that 37 percent of the 17.5 million (17,500,000) total public shares of the Class A common shares were submitted for redemption in connection with the proposed business combination with Eos Energy. Accordingly, the combined company will have access to over $150 million in cash at the closing of the business combination, following the processing of these redemption requests.
As a refresher, Eos Energy had earned $496,000 in revenue during FY 2019. Moreover, for the six months that ended on the 30th of June, the company earned $211,000 in revenue and incurred a net loss of $42.18 million. The company’s flagship product is the Eos Znyth® DC battery system that features fully-recyclable, aqueous Zinc-based batteries. These batteries are competitive in terms of pricing and performance with Lithium-ion ones. These batteries can operate under wide temperature ranges and do not require rare-earth metals or other toxic materials. As of the 2nd of August 2020, Eos Energy has delivered approximately ten Eos Znyth® systems, comprised of over 2,500 Znyth® batteries or approximately 5MWh. Each Eos Znyth® system includes multiple battery formations and averages 250 batteries per system.