Eos Energy Enterprises Inc.-美国纳斯达克招股说明书（2025年6月2日版）

Eos Energy Enterprises, Inc. Common Stock This is a public offering of common stock of Eos Energy Enterprises, Inc. We are offering all of the shares of common stock to besold in the offering. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EOSE”. The last reported sale price ofour common stock on May 28, 2025, as reported on Nasdaq, was $5.995 per ordinary share. Concurrently with this offering, we are offering 6.75% convertible senior notes due 2030, which we refer to as the convertiblenotes, in an aggregate principal amount of $225,000,000, plus up to an additional $25,000,000 aggregate principal amount ofconvertible notes that the initial purchasers of the concurrent offering have the option to purchase from us (the “Concurrent Offering”).The Concurrent Offering is being made pursuant to a confidential offering memorandum (and not pursuant to this prospectussupplement or the accompanying prospectus) only to persons reasonably believed to be qualified institutional buyers (as defined inRule 144A under the Securities Act) in transactions that are exempt from the registration and prospectus-delivery requirements of the Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefullyconsider the risks described under “Risk Factors” beginning on page S-4 of this prospectus supplement, page 2 of the accompanyingprospectus, under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 which has been filed with the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any $4.00$75,000,000Underwriting discounts and commissions(1)(2)$0.24$4,500,000 (1)Assumes no exercise of the underwriters’ option to purchase additional shares as described below. (2)See “Underwriting” for additional information regarding total underwriter compensation. We have granted the underwriters an option to purchase, exercisable within a 30-day period after the date of this prospectussupplement, up to an additional 2,812,500 shares of our common stock from us, at the public offering price, less the underwriting The underwriters expect to deliver the common stock against payment in New York, New York on or about June 2, 2025. ABOUT THIS PROSPECTUS This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of thisoffering and the shares of common stock offered hereby. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering. If the description of this offering varies between this prospectus Before purchasing any shares of common stock you should carefully read both this prospectus supplement and the accompanyingprospectus, together with the additional information in the documents we have listed under the heading “Where You Can Find More We have not, and the underwriters have not, authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus preparedby or on behalf of us or to which we or the underwriters have referred you. We and the underwriters take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, This prospectus supplement, the accompanying prospectus, and the information incorporated herein and therein by referenceincludes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names All references in this prospectus supplement and the accompanying prospectus to “Eos,” the “Company,” “we,” “us,” “our,” orsimilar references refer to Eos Energy Enterprises, Inc., a Delaware corporation, and its subsidiaries taken as a whole, except where WHERE YOU CAN FIND MORE INFORMATION The SEC allows us to incorporate by reference information in this document. This means that we can disclose importantinformation to you by referring you to another document filed separately with the SEC. The information incorporated by reference isconsidered to be part of this document, except for any information that is superseded by information that is included directly in thisdocument or that we file later with the SEC. Any statement contained in this prospectus supplement, or in a document incorporated ordeemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained We are incorporating by reference the filings listed below and any additional documents that we may file with the SEC pursuantto Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or aft