Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| Page 1 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to SCHEDULE 13G
Under the Securities Exchange Act of 1934
Eos Energy Enterprises, Inc.
(Name of Issuer)
Common Shares, par value $0.0001 per share
(Title of Class of Securities)
29415C101
(CUSIP Number)
December 31, 2022
(Date of Event, which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).
| Page 2 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
YA II PN, Ltd. (98-0615462) | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: cAYMAN ISLANDS
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 3 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
YA Global Investments II (U.S.), LP (42-1766918) | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 4 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
YA II GP, LP (80-0827189) | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 5 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
YAII GP II, LLC (81-4908890) | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 6 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
Yorkville Advisors Global, LP (90-0860458) | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 7 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
Yorkville Advisors Global II, LLC (81-4918579) | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 8 |
| CUSIP No. 29415C101 | ||
| 1 |
NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only)
Mark Angelo | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
|
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 0
|
| 6 |
SHARED VOTING POWER: 8,172,642*
| |
| 7 |
SOLE DISPOSITIVE POWER: 0
| |
| 8 | SHARED DISPOSITIVE POWER: 8,172,642* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,172,642* | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ EXCLUDES CERTAIN SHARES (sEE iNSTRUCTIONS) |
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%** | |
| 12 | TYPE OF REPORTING PERSON: oo |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Page 9 |
Item 1.
| (a) | Name of Issuer: |
Eos Energy Enterprises, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
3920 Park Avenue
Edison, NJ 08820
| Item 2. | Identity and Background. |
| (a) | Name of Person Filing: |
YA II PN, Ltd.
| (b) | Address of Principal Executive Office or, if none, Residence of Reporting Persons: |
1012 Springfield Ave.
Mountainside, NJ 07092
| (c) | Citizenship: |
Cayman Islands
| (d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| (e) | CUSIP Number: |
29415C101
| Item 3. | If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o); | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or | |
| (k) | x | Group, in accordance with 240.13d(b)(1)(ii)(K). |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 8,172,642* |
| Page 10 |
| (b) | Percentage of Class: 9.99%** |
| (c) | Number of shares as to which the person has: |
| (i) | Sole Power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: Less than 8,172,642* |
| (iii) | Sole power to dispose or to direct the disposition: 0 |
| (iv) | Shared power to dispose or to direct the disposition: 8,172,642* |
* 8,172,642* shares consisting of direct ownership of 465,117 shares of Common Stock plus the deemed ownership of an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
** Calculation based on 81,808,228 outstanding shares of issuer’s Common Stock, consisting of 74,100,703 shares of Common Stock outstanding as of the date of this report and an additional 7,707,525 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of more than five percent on Behalf of Another Person. |
The reporting persons directly or indirectly own an aggregate of 8,172,642 or 9.99%, shares of Common Stock of the Company as of the date of this filing. YA II and the other reporting pe rsons shared the power to vote and dispose any such Common Stock.
Direct beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of the Company):
· YA II PN, Ltd. – 465,117
· YA Global Investments II (U.S.), LP -- 0
· Yorkville Advisors Global, LP – 0
· Yorkville Advisors Global II, LLC – 0
· YA II GP, LP – 0
· YAII GP II, LLC -- 0
· Mark Angelo – 0
Indirect beneficial ownership: YA II PN, Ltd. (“YA II”) entered into a Standby Equity Purchase Agreement with the Issuer dated as of April 28, 2022, which was amended on June 13, 2022, November 14, 2022, and December 29, 2022 (as amended, the “SEPA”). Under the SEPA, the issuer has the option to sell up to $75 million of shares of its common stock to YA II at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the issuer is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of the issuer.
| Page 11 |
On June 13, 2022, YA II purchased a promissory note from the issuer with an aggregate principal amount of $7.5 million (the “June Promissory Note”). The June Promissory Note was convertible into shares of the issuer’s Common Stock at a conversion price of $2.21 per share. On July 29, 2022 the June Promissory Note was fully repaid.
On December 29, 2022, YA II purchased a promissory note from the issuer with an aggregate principal amount of $2 million (the “December Promissory Note”). The December Promissory Note is convertible into shares of the issuer’s Common Stock at a conversion price equal to the lower of $1.1779 and 96.5% of the lowest daily volume weighted average price of the issuer’s Common Stock during the 7 consecutive trading days immediately preceding the conversion date, subject to the terms and conditions of the December Promissory Note. The conversion price may not be less than $0.35 per share. YA II is prohibited from convertible the December Promissory Note to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of the issuer.
Below is a description of the relationship among the reporting persons:
YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Member Group |
See Item 6.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
Additional Information:
Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
| Page 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
Dated: January 4, 2023
REPORTING PERSON:
YA II PN, Ltd.
By: /s/ Robert Munro
Robert Munro
Chief Compliance Officer
YA Global Investments II (U.S.), Ltd.
By: /s/ Robert Munro
Robert Munro
Chief Compliance Officer
Yorkville Advisors Global, LP
By: Yorkville Advisors Global, LLC
Its: General Partner
By: /s/ Robert Munro
Robert Munro
Chief Compliance Officer
Yorkville Advisors Global II, LLC
By: /s/ Robert Munro
Robert Munro
Chief Compliance Officer
YA II GP, LP
By: YAII GP II, LLC
Its: General Partner
By: /s/ Robert Munro
Robert Munro
Chief Compliance Officer
YAII GP II, LLC
By: /s/ Robert Munro
Robert Munro
Chief Compliance Officer