Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Eos Energy Enterprises, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

29415C101

(CUSIP Number)

May 2, 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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons 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 purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP: 29415C101

Page 2 of 7

 

1		NAMES OF REPORTING PERSONS     Wood River Capital, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (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     7,683,261 (1)
				6		SHARED VOTING POWER     0
				7		SOLE DISPOSITIVE POWER     7,683,261 (1)
				8		SHARED DISPOSITIVE POWER     0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     7,683,261 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     13.0%
12		TYPE OF REPORTING PERSON     OO

 

(1)	Represents (i) 2,538,261 shares of common stock (Public Shares) of Eos Energy Enterprises, Inc. (the Issuer) held by Wood River Capital, LLC (Wood River) and (ii) 5,145,000 Public Shares issuable upon conversion of the Notes (as defined below) by Wood River.

On July 6, 2021, Spring Creek Capital, LLC (Spring Creek) entered into an investment agreement (the Investment Agreement) with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuers 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the Notes). The Notes were issued to Spring Creek on July 7, 2021. The Investment Agreement contemplated an ability to issue the Notes under an indenture to facilitate transferability. As permitted by the Investment Agreement, the Issuer reissued the Notes in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022.

On May 2, 2022, Spring Creek transferred the Notes and 2,538,261 Public Shares to Wood River. No consideration was paid by Wood River to Spring Creek in connection with these transfers. The Notes are convertible into shares of the Issuers common stock at the holders option at any time until the business day prior to the maturity date, based on an initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes, subject to customary anti-dilution and other adjustments.

CUSIP: 29415C101

Page 3 of 7

 

1		NAMES OF REPORTING PERSONS     Koch Industries, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Kansas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     7,683,261 (1)
				6		SHARED VOTING POWER     0
				7		SOLE DISPOSITIVE POWER     7,683,261 (1)
				8		SHARED DISPOSITIVE POWER     0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     7,683,261 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     13.0%
12		TYPE OF REPORTING PERSON     CO

 

(1)

Represents (i) 2,538,261 Public Shares of the Issuer held by Wood River and (ii) 5,145,000 Public Shares issuable upon conversion of the Notes by Wood River. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. (Koch Industries) by virtue of Koch Industries indirect beneficial ownership of Wood River. Beneficial ownership is presented excluding non-voting preferred equity securities.

CUSIP: 29415C101

Page 4 of 7

 

Item 1(a). Name of Issuer: Eos Energy Enterprises, Inc. (the Issuer)

Item 1(b). Address of Issuers Principal Executive Officers: 3920 Park Avenue, Edison, NJ 08820

Item 2(a). Name of Person Filing:

Wood River Capital, LLC (Wood River)

SCC Holdings, LLC (SCC)

KIM, LLC (KIM)

Koch Investments Group, LLC (KIG)

Koch Investments Group Holdings, LLC (KIGH)

Koch Industries, Inc. (Koch Industries)

(Each a Reporting Person, and collectively, the Reporting Persons).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons filing is:

4111 E. 37^th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d).Title of Class of Securities: Common stock, par value $0.0001 per share (Public Shares).

Item 2(e).CUSIP No.: 29415C101.

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 59,103,013 Public Shares deemed outstanding as of February 16, 2022, including 53,958,013 Public Shares outstanding as of February 16, 2022 as reported in the Form 10-K filed by the Issuer on February 25, 2022 and 5,145,000 Public Shares issuable upon conversion of the Notes.

(c) Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

 

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

 

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Wood River is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Wood River by virtue of (i) Koch Industries beneficial ownership of KIGH, (ii) KIGHs beneficial ownership of KIG, (iii) KIGs beneficial ownership of KIM, (iv) KIMs beneficial ownership of SCC and (v) SCCs beneficial ownership of Wood River. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

CUSIP: 29415C101

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Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

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 Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

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 a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: 29415C101

Page 6 of 7

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 3, 2022
				Wood River Capital, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Vice President and Secretary
				SCC Holdings, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				KIM, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Vice President and Secretary
				Koch Investments Group, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				Koch Investments Group Holdings, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				Koch Industries, Inc.
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Assistant Secretary

CUSIP: 29415C101

Page 7 of 7

 

EXHIBIT INDEX

 

Exhibit Number		Title
99.1		Joint Filing Agreement