Item 4 — Purpose of Transaction
Item 4 is hereby amended and supplemented by the addition of the following: Amended and Restated Binding Term Sheet for Joint Venture On June 30, 2026, Eos Energy Enterprises Inc. (the "Issuer") entered into an amended and restated binding term sheet (the "A&R Term Sheet") with CCM Frontier JV Holdco, LLC, an affiliate of the Reporting Persons ("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 between the Issuer, CCM Frontier and HBC through Frontier Power USA Parent, LLC, a Delaware limited liability company (the "JV Company"). CCM Frontier, HBC and the Issuer 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 previously disclosed Term Sheet. Equity Ownership of Joint Venture and Warrant Issuances Immediately following 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, (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 Issuer 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 certain warrants to purchase Common Stock of the Issuer as described below. Immediately following the closing of the transactions contemplated by the A&R Term Sheet, the Issuer 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. Immediately following 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 Issuer'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 the 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 commercial framework guidelines (in a form to be mutually and reasonably agreed by the Issuer, CCM Frontier and HBC). Financing The investment by the Issuer in the JV Company is expected to be partially financed by a rights offering to holders of the Issuer's Common Stock 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 net proceeds of which are expected to be used by the Issuer 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 and HBC. The Issuer's stockholders that participate in the Rights Offering (the "Rights Offering Participants") are expected to receive units of the Issuer, with each whole unit entitling the holder to acquire (i) one share of Issuer Common Stock and (ii) 0.4388 of a warrant (each a "RO Warrant") to purchase Issuer Common Stock, 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 Issuer Common Stock shall entitle the holder to purchase one share of Issuer Common Stock at an exercise price of $5.481 per 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