What changed in this filing

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Item 1. Financial Statements

2020-11-12 compared with 2020-08-12 · 471 added, 347 removed, 472 unchanged (63% of the section changed)

1 unchanged sentence

RILEY PRINCIPAL MERGER CORP.

Balance Sheets

Consolidated Balance Sheets

September 30,

Current assets:

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Total current assets

Cash and cash equivalents held in Trust

Cash and cash equivalents held in Trust Account

$ 177,329,013

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Class A Common stock subject to possible redemption;

17,074,119 (at redemption value of

approximately $10.10 per share at June 30, 2020)

16,878,805 (at redemption value of approximately $10.10 per share at September 30, 2020)

Stockholders’

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100,000,000 shares authorized;

1,075,881 issued and outstanding as of June 30, 2020 and none issued and outstanding as of December 31, 2019 (excluding 17,074,119 subject to possible redemption)

1,271,195 issued and outstanding as of September 30, 2020 and none issued and outstanding as of December 31, 2019 (excluding 16,878,805 subject to possible redemption)

Class B Common stock, $0.0001 par value;

25,000,000 shares authorized;

4,375,000 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively.

4,375,000 issued and outstanding as of September 30, 2020 and 5,750,000 (1) outstanding as of December 31, 2019, see Equity Statement

Additional paid-in capital

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$ 177,329,013

accompanying notes are an integral part of these unaudited condensed financial statements.

an aggregate of 750,000 shares that are subject to forfeiture to the extent the underwriter’s overallotment is not exercised

in full (Note 4).

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RILEY PRINCIPAL MERGER CORP.

Statements of Operations

Consolidated Statements of Operations

September 30,

Operating costs:

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Interest income

$ (1,961,854 )

$ (2,047,597 )

Weighted average shares outstanding, basic and diluted (1)(2)

Basic and diluted loss per common share

an aggregate of up to 17,074,119 shares subject to possible redemption.

accompanying notes are an integral part of these unaudited condensed financial statements.

(1) Excludes an aggregate of up to 16,878,805 shares subject

to possible redemption.

(2) Net loss per common share - basic and diluted excludes income

attributable to common stock subject to possible redemption of $31,646 and $41,955 for the three and nine months ended September

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RILEY PRINCIPAL MERGER CORP.

Statements of Changes in Stockholders’

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

Three months ended June 30, 2020 and

Period from June 3, 2019 (Inception) through June 30, 2019

Class A Common

Class B Common

months ended September 30, 2020 and 2019

Class A Common Stock

Class B Common Stock

Stockholders’

Balance, June 3, 2019 (Inception)(1)

Net loss for the period June 3, 2019 (Inception) through June 30, 2019

Balance, June 30, 2019

Balance, April 1, 2020 (1)

Cancellation of Founder Shares

Forfeiture of Class B common stock by Sponsor

Class A common stock issued net of offering costs of $3,976,189

Private Placement of Class A common stock issued

Equity (Deficit)

Balance, July 1, 2019 (1)

Net loss for the three months ended September 30, 2019

Balance, September 30, 2019

Balance, July 1, 2020

Common stock subject to possible redemption

(17,074,119 )

(172,436,078 )

Net loss for the three months ended September 30, 2020

Balance, September 30, 2020

$ (2,048,449 )

Net loss for the three months ended June 30, 2020

Balance, June 30, 2020

Six months ended June 30, 2020 and Period from June 3, 2019

(Inception) through June 30, 2019

months ended September 30, 2020 and Period from June 3, 2019 (Inception) through September 30, 2019

Class A Common Stock

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Stockholders’

Equity (Deficit)

Balance, June 3, 2019 (Inception) (1)

Net loss for the period June 3, 2019 (Inception) through June 30, 2019

Balance, June 30, 2019

Net loss for the period June 3, 2019 (Inception) through September 30, 2019

Balance, September 30, 2019

Balance, January 1, 2020 (1)

Cancellation of Founders

Forfeiture of Class B common stock by Sponsor

Cancellation of Founder Shares

Class A common stock issued net of offering costs of $3,976,189

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(170,475,931 )

Net loss for the three months ended June 30, 2020

Balance, June 30, 2020

Net loss for the nine months ended September 30, 2020

Balance, September 30, 2020

$ (2,048,449 )

an aggregate of 750,000 shares that are subject to forfeiture to the extent that

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outstanding (Note 4).

accompanying notes are an integral part of these unaudited condensed financial statements.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RILEY PRINCIPAL MERGER CORP.

Statements of Cash Flows

Consolidated Statements of Cash Flows

September 30,

Cash flows from operating activities:

$ (2,047,597 )

Interest earned on investments held in Trust Account

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Increase in accounts payable and accrued expenses

Increase in due from related party

Increase in payable to related party

Net cash used in operating activities

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Interest paid

accompanying notes are an integral part of these unaudited condensed financial statements.

Non-cash investing and financing activities:

Original value of Class A Common stock subject to possible redemption

$ 172,437,623

Change in value of Class A Common stock subject to possible redemption

$ (1,961,692 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RILEY PRINCIPAL MERGER CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1—ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1—ORGANIZATION, NATURE OF BUSINESS OPERATIONS AND GOING CONCERN

Riley Principal Merger Corp.

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or similar business combination with one or more businesses (an “Initial Business Combination”).

of June 30, 2020, the Company had not commenced any operations.

All activity of the Company includes the activity of the

Company from inception and activity related to the initial public offering (the “Public Offering”) described

below and evaluating prospective acquisition targets.

The Company will not generate any operating revenues until after completion of

its Initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income on cash and cash equivalents from the proceeds derived from the Public Offering described below.

The Company has

selected December 31st as its fiscal year end.

Company completed the sale of 17,500,000 units (the “Units”) at an offering price of $10.00 per Unit in the Public

Offering on May 22, 2020.

activity of the Company from June 3, 2019 (inception) through September 30, 2020 relates to the Company’s formation, initial

public offering (the “Public Offering”) described below and evaluating prospective acquisition targets for a potential

Business Combination.

The Company will not generate any operating revenues until after completion of its Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from

the proceeds derived from the Public Offering described below.

The Company has selected December 31st as its fiscal

June 3, 2019, 10,000 shares of the Company’s common stock were issued to B.

Riley Principal Investments, LLC.

3, 2020, the Company conducted a 1:575 stock split and reclassification, resulting in B.

Riley Principal Investments, LLC holding

5,750,000 shares of Class B common stock (the “Founder Shares”).

All of the Founder Shares were contributed to B.

Riley Principal Sponsor Co.

II, LLC (the “Sponsor”), a Delaware limited liability company

and a wholly-owned indirect subsidiary of B.

II, LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect

subsidiary of B.

Riley Financial, Inc.

Riley Financial”), purchased an aggregate

of 650,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed

on May 22, 2020 simultaneously with the Public Offering (the “Private Placement”).

The sale of the 17,500,000 Units

in the Public Offering (the “Public Units”) generated gross proceeds of $175,000,000, less underwriting commissions

of $3,500,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $476,189.

The Private Placement Units

generated $6,500,000 of gross proceeds.

Riley Financial”), in January 2020.

Company completed the sale of 17,500,000 units (the “Units”) at an offering price of $10.00 per Unit in the Public

Offering on May 22, 2020.

The Sponsor purchased an aggregate of 650,000 Units at a price of $10.00 per Unit (the “Private

Placement Units”) in a private placement that closed on May 22, 2020 simultaneously with the Public Offering (the “Private

Placement”).

The sale of the 17,500,000 Units in the Public Offering (the “Public Units”) generated gross proceeds

of $175,000,000, less underwriting commissions of $3,500,000 (2% of the gross proceeds of the Public Offering) and other offering

costs of $476,189.

The Private Placement Units generated $6,500,000 of gross proceeds.

Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”),

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share of Class A common stock at a price of $11.50 per share.

Company has also granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units at the Public Offering

price less the underwriting discounts.

On May 28, 2020, the underwriters confirmed that they will not be exercising their over-allotment

option in whole or in part.

and Note Payable - Related Party

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In February 2020, the Company borrowed $50,000 and in April 2020 the Company borrowed an additional $50,000 which

increased the Note Payable balance to $100,000 which was paid in full using proceeds from the Public Offering and the Private

At June 30, 2020, there were no amounts outstanding on the Note Payable.

increased the Note Payable balance to $100,000, which was repaid in full in connection with the closing of the Public Offering

using the proceeds from the Public Offering and the Private Placement.

At September 30, 2020, there were no amounts outstanding

on the Note Payable.

Trust Account

completion of the Public Offering, $176,750,000 of proceeds were held in the Company’s trust account at J.P.

Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be

Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and have been

invested in permitted United States “government securities”

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government treasury obligations.

Unless and until the Company completes the Initial Business Combination, it may

pay its expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account, which

was $1,284,805 on May 22, 2020, of which $100,000 was used to pay the Note Payable to Sponsor and $476,189 was used to pay the

offering costs.

The balance in the Trust Account at June 30, 2020 was $176,761,388.

Unless and until the Company completes the Business Combination, it may pay its expenses

only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account, which was $1,284,805

on May 22, 2020, of which $100,000 was used to pay the Note Payable to Sponsor and $476,189 was used to pay the offering costs.

The balance in the Trust Account at September 30, 2020 was $176,777,682.

with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the

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(i) the completion of

the Initial Business Combination;

(ii) the redemption of any public shares properly submitted in connection with a stockholder

vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s

obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination by November 22, 2021,

18 months from the closing of the Public Offering;

or (iii) the redemption of all of the Company’s public shares if

the Company is unable to complete the Initial Business Combination by November 22, 2021, 18 months from the closing of the Public

Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject

to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,

if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”).

Business Combination

the Business Combination;

(ii) the redemption of any public shares properly submitted in connection with a stockholder vote

to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s

obligation to redeem 100% of its public shares if it does not complete the Business Combination by November 22, 2021, 18 months

from the closing of the Public Offering;

or (iii) the redemption of all of the Company’s public shares if the Company

is unable to complete the Business Combination by November 22, 2021, 18 months from the closing of the Public Offering (at which

such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which

could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”).

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering,

although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied

toward consummating an Initial Business Combination.

The Initial Business Combination must occur with one or more businesses or

assets with a fair market value equal to at least 80% of the assets held in the Trust Account.

There is no assurance that the

Company will be able to successfully effect an Initial Business Combination.

toward consummating a Business Combination.

The Business Combination must occur with one or more businesses or assets with a fair

market value equal to at least 80% of the assets held in the Trust Account.

There is no assurance that the Company will be able

to successfully effect a Business Combination.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares upon the completion

of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination

of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer.

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cause its net tangible assets to be less than $5,000,001.

the Company holds a stockholder meeting to approve the Initial Business Combination, a public stockholder will have the right

to redeem its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust

Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes

As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary

equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business

Combination by November 22, 2021, 18 months from the closing of the Public Offering, the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and

income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,

the Company holds a stockholder meeting to approve the Business Combination, a public stockholder will have the right to redeem

its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account

as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable.

result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon

the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Business Combination

by November 22, 2021, 18 months from the closing of the Public Offering, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including

interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income

taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,

which redemption will completely extinguish public stockholders’

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There will be no redemption rights or liquidating distributions with respect to

the Company’s warrants, which will expire worthless if the Company fails to complete the Initial Business Combination within

the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within 18

months of the closing of the Public Offering.

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they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares

and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination

within 18 months of the closing of the Public Offering.

However, if the Sponsor or any of the Company’s directors or officers

acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from

the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within

the prescribed time period.

the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s

remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment

of liabilities and after provision is made for each class of stock, if any, having preference over the common stock.

The Company’s

stockholders have no preemptive or other subscription rights.

The Company will provide its stockholders with the opportunity to

redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account,

under the circumstances, and, subject to the limitations, described herein.

June 24, 2020, the Company executed a letter of intent with privately held Eos Energy Storage LLC (“EOS”) for a business

combination transaction which would result in privately held EOS becoming a publicly listed company.

Founded in 2008, EOS is an

established provider of long-duration energy storage focused on providing a domestic solution to a global need:

low-cost, safe,

and environmentally friendly energy storage.

The transaction contemplates a valuation of EOS of approximately $290,000,000.

proposed transaction would provide EOS with approximately $225,000,000 of additional new equity financing, including $50,000,000

of proceeds from a fully backstopped private placement of private equity by B.

Riley Financial, assuming no public shareholders

of the Company exercise their redemption rights at closing.

The proposed transaction is expected to be completed in the fourth

quarter of 2020, subject to, among other things, the negotiation and execution of a definitive agreement providing for the transaction,

the approval by the Company’s shareholders, satisfaction of the conditions stated in the letter of intent and other customary

closing conditions.

Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed

transaction will be consummated.

and Private Placement Shares (as defined below) held by them if the Company fails to complete the Business Combination within

18 months of the closing of the Public Offering.

However, if the Sponsor or any of the Company’s directors or officers acquires

shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust

Account with respect to such public shares if the Company fails to complete the Business Combination within the prescribed time

the event of a liquidation, dissolution or winding up of the Company after a Business Combination, the Company’s remaining

stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities

and after provision is made for each class of stock, if any, having preference over the common stock.

The Company’s stockholders

have no preemptive or other subscription rights.

The Company will provide its stockholders with the opportunity to redeem their

public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances,

and, subject to the limitations, described herein.

Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they

have agreed, among other things (a) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares

and any Public Shares held by them in connection with the completion of the Initial Business Combination, (b) to waive their redemption

and any Public Shares held by them in connection with the completion of the Business Combination, (b) to waive their redemption

rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote

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from the closing of the Public Offering and (c) to vote their Founder Shares and any Public Shares purchased during or after the

Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination.

Purchase Agreement

Riley Principal Investments, LLC (“BRPI”), a Delaware limited liability company, an affiliate of the Sponsor entered

into a forward purchase agreement (the “Forward Purchase Agreement”) with the Company to provide for the purchase

by it (or its designees) of an aggregate of 2,500,000 Units at $10.00 per Unit (the “Forward Purchase Units”) for

an aggregate purchase price of $25,000,000 in a private placement to close concurrently with the closing of the Initial Business

Combination (the “Forward Purchase”).

The obligations under the Forward Purchase Agreement do not depend on whether

any public stockholders redeem their Class A common stock and provide the Company with a minimum funding level for the Initial

Business Combination.

The Forward Purchase Agreement includes registration rights with respect to the Forward Purchase Units.

proceeds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the Initial Business

Combination, to pay expenses in connection with the Initial Business Combination or for working capital in the post-Business Combination

The Forward Purchase will be required to be made regardless of whether any Class A common stock is redeemed by the Company’s

public stockholders and is intended to provide the Company with a minimum funding level for the Initial Business Combination.

The purchaser will not have the ability to approve the Initial Business Combination prior to the signing of a material definitive

The Forward Purchase Units will be issued only in connection with the closing of the Initial Business Combination.

Public Offering (including in open market and privately negotiated transactions) in favor of the Business Combination.

Going Concern Consideration

Company has principally financed its operations from inception using proceeds from the promissory note from the Sponsor prior

to the Public Offering and such amount of proceeds from the Public Offering and Private Placement that were placed in an account

outside of the Trust Account (as defined below) for working capital purposes.

In connection with the closing of the Public Offering

and the Private Placement on May 22, 2020, an amount of $176,750,000 (or $10.10 per Class A common stock sold to the public in

the Public Offering included in the Public Units) was placed in the Trust Account.

As of September 30, 2020, the Company had $315,105

in its operating bank account, $176,777,682 in cash and cash equivalents held in the Trust Account to be used for a Business Combination

or to repurchase or redeem its Class A Common Stock in connection therewith and a working capital deficit of $1,229,514, which

includes Delaware franchise taxes payable of $72,231 (which is included in accrued expenses at September 30, 2020) as franchise

taxes are paid from the Trust account from interest income earned.

our funds are insufficient to meet the expenditures required for operating our business through the consummation of the planned

merger as more fully described in Note 6 or in the event that a Business Combination is not consummated, we will likely need to

raise additional funds in order to meet the expenditures required for operating our business.

Accordingly, the Company may not

be able to obtain additional financing or raise additional capital to finance its ongoing operations.

If the Company is unable

to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not

necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 22,

2021, the scheduled liquidation date.

These financial statements do not include any adjustments relating to the recovery of the

recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a

going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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considered for a fair presentation have been included.

Operating results for the three and six months ended June 30, 2020

are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other period.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited

financial statements and notes thereto included in the Company’s prospectus filed with the SEC on May 20, 2020, as well

as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K filed with

the SEC on May 28, 2020.

Operating results for the three and nine months ended September 30,

2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other

The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s

audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on May 20, 2020,

as well as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K

filed with the SEC on May 28, 2020.

Per Common Share

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Shares of common stock subject to possible redemption

at June 30, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation

at September 30, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation

of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

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Accordingly, basic and diluted loss per share is calculated as follows:

September 30,

$ (1,961,854 )

$ (2,047,597 )

Loss attributable to common stock subject to possible redemption

Adjusted net loss

$ (1,993,500 )

$ (2,089,552 )

Weighted average shares outstanding, basic and diluted

Basic and diluter loss per common share

Basic and diluted loss per common share

and Cash Equivalents

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related to unrecognized tax benefits as income tax expense.

As of June 30, 2020 and December 31, 2019, there were no unrecognized

As of September 30, 2020 and December 31, 2019, there were no unrecognized

tax benefits and no amounts accrued for interest and penalties.

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unrecognized tax benefits will materially change over the next twelve months.

was no provision for income taxes for the three and six months ended June 30, 2020 and 2019.

was no provision for income taxes for the three and nine months ended September 30, 2020 and for the three months ended September

30, 2019 and the period from June 3, 2019 (Inception) through September 30, 2019.

Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained

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is established for differences between positions taken in a tax return and amounts recognized in the financial statements.

were no unrecognized tax benefits as of June 30, 2020.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

No amounts were accrued for interest expense and penalties related to income tax matters

as of June 30, 2020 and December 31, 2019.

The Company is subject to income tax examinations by major taxing authorities

since inception.

were no unrecognized tax benefits as of September 30, 2020.

The Company recognizes accrued interest and penalties related

to unrecognized tax benefits as income tax expense.

No amounts were accrued for interest expense and penalties related to

income tax matters as of September 30, 2020 and December 31, 2019.

The Company is subject to income tax examinations by major

taxing authorities since inception.

Accounting Standards

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Riley Principal Investments, LLC holding

5,750,000 shares of Class B common stock (the “Founder Shares”).

All of the Founder Shares were contributed to the

Sponsor in January 2020.

5,750,000 shares of Class B common stock, representing the Founder Shares.

All of the Founder Shares were contributed to the Sponsor

in January 2020.

The financial statements reflect the issuance of these shares retroactively for all periods presented.

On April 21, 2020, 20,000 Founder Shares were transferred to each of four independent directors of the Company, at their

On May 19, 2020, the Sponsor returned 718,750 shares of Class B common stock to Company for cancellation, resulting

in a total of 5,031,250 Founder Shares outstanding.

As used herein, unless the context otherwise requires, Founder Shares shall

be deemed to include the shares of Class A common stock issuable upon conversion thereof.

The Founder Shares are identical to

the Class A common stock included in the Units sold in the Public Offering, the Founder Shares will automatically convert into

shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions,

as described in more detail below, and the holders of the Founder Shares, as described in more detail above, have agreed to certain

restrictions and will have certain registration rights with respect thereto.

Up to 656,250 Founder Shares were subject to forfeiture

depending on the extent to which the underwriters’

2020, 20,000 Founder Shares were transferred to each of four independent directors of the Company, at their par value.

19, 2020, the Sponsor returned 718,750 shares of Class B common stock to Company for cancellation, resulting in a total of 5,031,250

Founder Shares outstanding.

As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the

shares of Class A common stock issuable upon conversion thereof.

The Founder Shares are identical to the Class A common stock

included in the Units sold in the Public Offering, the Founder Shares will automatically convert into shares of Class A common

stock at the time of the Business Combination and are subject to certain transfer restrictions, as described in more detail below,

and the holders of the Founder Shares, as described in more detail above, have agreed to certain restrictions and will have certain

registration rights with respect thereto.

Up to 656,250 Founder Shares were subject to forfeiture depending on the extent to which

the underwriters’

over-allotment option to purchase additional Units was exercised.

May 28, 2020, the underwriters confirmed that they will not be exercising their over-allotment option in whole or in part, as

such 656,250 Founder Shares have been forfeited.

The number of Founder Shares issued was determined based on the expectation that

the Founder Shares would represent 20% of the outstanding shares of Company common stock upon completion of the Public Offering

excluding the shares underlying the Private Placement Units (the “Private Placement Shares”).

On May 28, 2020, the underwriters confirmed

that they will not be exercising their over-allotment option in whole or in part, as such 656,250 Founder Shares have been forfeited.

The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the

outstanding shares of Company common stock upon completion of the Public Offering excluding the shares underlying the Private

Placement Units (the “Private Placement Shares”).

Company’s initial stockholders, officers and directors have agreed, subject to limited exceptions, not to transfer, assign

or sell any Founder Shares held by them until the earlier to occur of:

(i) one year after the completion of the Initial Business

Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination

on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results

in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.

(i) one year after the completion of the Business Combination,

(ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least

150 days after the Business Combination, or (iii) the date following the completion of the Business Combination on which the Company

completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Combination Marketing Agreement

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Riley FBR, Inc.

as advisors in connection with its Initial

Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and

the target business’

attributes, introduce it to potential investors that may be interested in purchasing its securities,

assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases

and public filings in connection with the Initial Business Combination.

as advisors in connection with its Business

Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target

business’

attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it

in obtaining stockholder approval for its Business Combination and assist it with the preparation of press releases and public

filings in connection with the Business Combination.

The Company will pay B.

Riley FBR, Inc.

for such services

upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public

Offering (exclusive of any applicable finders’

for such services upon the consummation

of the Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any

applicable finders’

fees which might become payable).

Pursuant to the terms of the business combination

marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination.

Pursuant to the terms of the business combination marketing agreement,

no fee will be due if the Company does not complete a Business Combination.

Administrative

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and secretarial and administrative support.

During the three and six months ended June 30, 2020, the Company was charged a total

of $14,194 by the Sponsor.

These amounts are included in amounts payable to related party at June 30, 2020.

Upon completion

of the Company’s Initial Business Combination or liquidation, the Company will cease paying these monthly fees.

During the three and nine months ended September 30, 2020, the Company was charged

a total of $30,000 and $44,194 by the Sponsor.

These amounts are included in amounts payable to related party at September

Upon completion of the Company’s Business Combination or liquidation, the Company will cease paying these monthly

holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement

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These holders are also entitled to certain piggyback registration rights with respect to registration

statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register

for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides

that the Company will not permit any registration statement filed under the Securities Act to become effective until termination

of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Notwithstanding the foregoing, the Sponsor may not exercise its demand and

piggyback registration rights after five and seven years, respectively, after the effective date of the registration statement

of which this prospectus forms a part and may not exercise its demand rights on more than one occasion.

The Forward Purchase Units

and securities underlying the Forward Purchase Units have substantially similar registration rights.

statements filed subsequent to the completion of the Business Combination and rights to require the Company to register for resale

such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company

will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Notwithstanding the foregoing, the Sponsor may not exercise its demand and piggyback registration

rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus

forms a part and may not exercise its demand rights on more than one occasion.

Payable - Related Party

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which was paid in full using proceeds from the Public Offering and the Private Placement.

At June 30, 2020, there were no amounts

outstanding on the Note Payable.

STOCKHOLDERS’

At September 30, 2020, there were no

amounts outstanding on the Note Payable.

Commitment Letter

further described in Note 6 below, in connection with the proposed Business Combination with Eos, on September 7, 2020, the Company

entered into an equity commitment letter with B.

Riley Financial (the “Equity Commitment Letter”), pursuant to which

Riley Financial committed to purchase up to 4,000,000 shares of Class A common stock, at a price per share of $10.00 per share,

or up to $40,000,000 in equity financing at Closing, less the number of shares of Class A common stock issued pursuant to subscription

agreements with investors entered into prior to the Closing.

The Equity Commitment Letter effectively terminated the forward purchase

agreement entered at the time of the Public Offering requiring the Sponsor and its affiliate to purchase immediately prior to

the closing of the Business Combination an aggregate of 2,500,000 units, each comprised of one share of Class A common stock and

one-half of one warrant.

STOCKHOLDER’S EQUITY

authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 25,000,000 shares of

Class B common stock.

If the Company enters into an Initial Business Combination, it may (depending on the terms of such

an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is

authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination, to the extent

the Company seeks stockholder approval in connection with the Initial Business Combination.

Holders of the Company’s common

stock are entitled to one vote for each share of common stock.

On February 3, 2020, the Company conducted a 1:575 stock split

and reclassification resulting in 5,750,000 shares of Class B common stock outstanding (up to 750,000 shares of which

are subject to forfeiture depending on the extent to which the underwriters’

over-allotment option is exercised) at

March 31, 2020 and December 31, 2019.

On April 21, 2020, 80,000 founder shares were transferred to the Company’s independent

directors, at their par value.

On May 19, 2020, 718,750 shares of Class B common stock were returned to the Company by the

Sponsor for cancellation, resulting in a total of 5,031,250 Class B common stock outstanding.

At June 30, 2020, there were 18,150,000

shares of Class A common stock issued and outstanding.

If the Company enters into a Business Combination, it may (depending on the terms of such a Business

Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue

at the same time as the Company’s stockholders vote on the Business Combination, to the extent the Company seeks stockholder

approval in connection with the Business Combination.

Holders of the Company’s common stock are entitled to one vote for

each share of common stock.

On February 3, 2020, the Company conducted a 1:575 stock split and reclassification resulting in 5,750,000

shares of Class B common stock outstanding (up to 750,000 shares of which are subject to forfeiture depending on the

extent to which the underwriters’

over-allotment option is exercised).

On April 21, 2020, 80,000 founder shares

were transferred to the Company’s independent directors, at their par value.

On May 19, 2020, 718,750 shares of Class

B common stock were returned to the Company by the Sponsor for cancellation, resulting in a total of 5,031,250 Class B common

stock outstanding.

At September 30, 2020, there were 18,150,000 shares (which includes 16,878,805 shares subject to possible redemption)

of Class A common stock issued and outstanding.

Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences

as may be determined from time to time by the Company’s board of directors.

At June 30, 2020 and December 31, 2019, there

were no shares of preferred stock issued or outstanding.

At September 30, 2020 and December 31, 2019,

there were no shares of preferred stock issued or outstanding.

may only be exercised for a whole number of shares.

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whole Warrants will trade.

The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial

Business Combination or (b) 12 months from the closing of the Public Offering;

The Warrants will become exercisable on the later of (a) 30 days after the completion of the Business

Combination or (b) 12 months from the closing of the Public Offering;

provided in each case that the Company has an effective

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The Company will as soon as practicable,

but in no event later than 15 business days, after the closing of the Initial Business Combination, use its best efforts to file

with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities

but in no event later than 15 business days, after the closing of the Business Combination, use its best efforts to file with

the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities

Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become

effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating

effective within 60 business days after the closing of the Business Combination and to maintain a current prospectus relating

to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant

If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60th business

day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their Warrants

on a “cashless basis”

day after the closing of the Business Combination, the Company will be required to permit holders to exercise their Warrants on

a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

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Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be

transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain

limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor

or its permitted transferees.

transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited

Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its

permitted transferees.

If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees,

17 unchanged sentences

if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable

for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination

(excluding any issuance of securities under the forward purchase agreement), at an issue price or effective issue price of less

than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by

the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking

into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly

Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price

of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company

consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of

the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued

Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to

180% of the higher of the Market Value and the Newly Issued Price.

Additionally, in no event will the Company be required

to net cash settle any Warrant.

In the event that a registration statement is not effective for the exercised Warrants, the purchaser

of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock

underlying such Unit.

There will be no redemption rights or liquidating distributions with respect to the Warrants, which will

expire worthless if the Company fails to complete an Initial Business Combination within the 18-month time period.

for shares of Class A common stock for capital raising purposes in connection with the closing of the Business Combination (excluding

any issuance of securities under the forward purchase agreement), at an issue price or effective issue price of less than $9.20

per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s

board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder

Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)),

(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,

available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common

stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business

Combination (the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to

the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption

trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and

the Newly Issued Price.

Additionally, in no event will the Company be required to net cash settle any Warrant.

that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will

have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit.

There will be

no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails

to complete an Business Combination within the 18-month time period.

FAIR VALUE INSTRUMENTS

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were no assets measure on a recurring basis at fair value at December 31, 2019.

At June 30, 2020, there were cash equivalents

in the amount our $176,761,388 with a fair value hierarchy of Level 1 that was used as valuation inputs by the Company to

determine such fair value.

At September 30, 2020, there were cash equivalents

in the amount our $176,777,682 with a fair value hierarchy of Level 1 that was used as valuation inputs by the Company to determine

such fair value.

MERGER AGREEMENT

September 7, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BMRG

Merger Sub, LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Merger Sub

I”), BMRG Merger Sub II, LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Merger

Sub II”), Eos Energy Storage LLC, a Delaware limited liability company (“Eos”), New Eos Energy LLC, a wholly-owned subsidiary

of Eos and a Delaware limited liability company (“Newco”) and AltEnergy Storage VI, LLC, a Delaware limited liability

company (“AltEnergy”).

In connection with the proposed business combination (the “Business Combination”):

Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease,

and Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger,

is sometimes referred to as the “First Surviving Company”) and become a wholly owned subsidiary of the Company;

(2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving

Company will merge with and into Merger Sub II, whereupon the separate existence of the First Surviving Company will cease, and

Merger Sub II will continue as the surviving company and a wholly owned subsidiary of the Company.

Upon the closing of the business

combination (the “Closing”), it is anticipated that the Company will change its name to “Eos Energy Enterprises,

to certain downward adjustments, and the other terms and conditions set forth in the Merger Agreement, at Closing Eos’s

securityholders (the “Sellers”), will receive aggregate consideration equal to up to $300 million of shares of

the Company’s common stock (including shares issuable upon exercise of certain options to acquire such shares), or up to

30,000,000 shares (assuming exercise of certain options to acquire such shares).

The Merger Agreement also contemplates the

issuance of an additional 2,000,000 shares of the Company’s common stock to Eos’s securityholders pending the

achievement (if any) of certain earnout targets pursuant to the terms of the Merger Agreement.

Closing is subject to certain customary conditions, including, among other things, that the Company has an aggregate of at least

$110 million of cash (before taking into account certain expenses) available, including from the Trust Account and from the

proceeds of investments of equity financing sources.

order to help meet the condition under the Merger Agreement that there is at least $110 million of cash available upon the

Closing (before taking into account certain expenses), the Company entered into an Equity Commitment Letter with B.

Riley Financial,

pursuant to which B.

Riley Financial committed to purchase up to 4,000,000 shares of Class A common stock, at a price

per share of $10.00 per share, or up to $40,000,000 in equity financing at Closing, less the number of shares of Class A

common stock already issued pursuant to subscription agreements entered into with investors prior to the Closing.

The Equity Commitment

Letter effectively terminated the forward purchase agreement entered at the time of the Public Offering requiring the Sponsor

and its affiliate to purchase, immediately prior to the Closing, an aggregate of 2,500,000 units, each comprised of one share

of Class A common stock and one-half of one warrant.

Company and the Sponsor will enter into a letter agreement at the Closing, pursuant to which the Sponsor will agree to subject

1,718,000 of its shares in the Company (the “Sponsor Shares”), which formerly constituted shares of Class B common

stock of the Company held by the Sponsor, to certain transfer and other restrictions, under which (a) 859,000 Sponsor Shares will

be restricted from being transferred unless and until either, for a period of five years after the Closing, (i) the share price

of the Company equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period or

(ii) a change of control occurs for a share price of the Company equaling or exceeding $12.00 per share, and (b) the remaining

859,000 Sponsor Shares are subject to similar restrictions except that the threshold is increased from $12.00 to $16.00.

the five-year period, there are no triggering events, the Sponsor Shares will be forfeited and canceled for no consideration.

If after the five-year period, only the triggering event described in clause (a) above has occurred, the remaining 859,000

Sponsor Shares described in clause (b) will be forfeited and canceled for no consideration.

SUBSEQUENT EVENTS

The Company evaluates subsequent

events and transactions that occur after the balance sheet date up to the date that the financial statements were issued.

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial

statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in

the financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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“anticipate,”

“believe,”

“will”, “believe,”

“estimate,”

“continue,”

or the negative

of such terms or other similar expressions.

We have based these forward-looking statements on our current expectations and projections

about future events.

Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us

that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

might cause or contribute to such a discrepancy include, but are not limited to, those described in the Risk Factors section of

our final prospectus for our Public Offering (as defined below) and in our other Securities and Exchange Commission (“SEC”)

or the negative of such terms or other similar expressions.

We have based these forward-looking statements on our current expectations

and projections about future events.

Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any

future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in the Risk Factors section

of our final prospectus for our Public Offering (as defined below) and in our other Securities and Exchange Commission (“SEC”)

Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or

1 unchanged sentence

are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial

Business Combination”).

intend to effectuate an Initial Business Combination using cash from the proceeds of our initial public offering (the “Public

Offering”) that closed on May 22, 2020 (the “Closing Date”) and the private placement units to purchase shares

of our Class A common stock (“Private Placement Warrants”) that closed on the Closing Date and from additional

issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt.

business activities from inception to June 30, 2020 consisted primarily of our formation and preparation for our Public Offering

exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business

Combination”).

intend to effectuate a Business Combination using cash from the proceeds of our initial public offering (the “Public Offering”)

that closed on May 22, 2020 (the “Closing Date”) and the private placement units to purchase shares of our Class A

common stock (“Private Placement Warrants”) that closed on the Closing Date and from additional issuances of, if any,

our capital stock and our debt, or a combination of cash, stock and debt.

business activities from inception to September 30, 2020 consisted primarily of our formation and preparation for our Public Offering

that was completed on May 22, 2020, and since the offering on May 22, 2020, our activity has been limited to identifying and evaluating

prospective acquisition targets for an Initial Business Combination.

June 30, 2020, we had cash of $496,557 and current liabilities of $78,038.

prospective acquisition targets for a Business Combination.

September 30, 2020, we had cash of $315,105 and current liabilities of $1,853,076.

Further, we expect to continue to incur significant

costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an Initial Business Combination

will be successful.

We cannot assure you that our plans to complete a Business Combination will be

Agreement with Eos

September 7, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BMRG Merger

Sub, LLC, our wholly-owned subsidiary and a Delaware limited liability company (“Merger Sub I”), BMRG Merger

Sub II, LLC, our wholly-owned subsidiary and a Delaware limited liability company (“Merger Sub II”), Eos Energy

Storage LLC, a Delaware limited liability company (“Eos”), New Eos Energy LLC, a wholly-owned subsidiary of Eos

and a Delaware limited liability company (“Newco”) and AltEnergy Storage VI, LLC, a Delaware limited liability company

(“AltEnergy”).

In connection with the proposed business combination (the “Business Combination”):

Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease,

and Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger,

is sometimes referred to as the “First Surviving Company”) and become our wholly owned subsidiary;

and (2) immediately

following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company will merge

with and into Merger Sub II, whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will

continue as the surviving company and our wholly owned subsidiary.

Upon the closing of the business combination (the “Closing”),

it is anticipated that we will change its name to “Eos Energy Enterprises, Inc.”

to certain downward adjustments, and the other terms and conditions set forth in the Merger Agreement, at Closing Eos’s

securityholders (the “Sellers”), will receive aggregate consideration equal to up to $300 million of shares of

our common stock (including shares issuable upon exercise of certain options to acquire such shares), or up to 30,000,000 shares

(assuming exercise of certain options to acquire such shares).

The Merger Agreement also contemplates the issuance of an additional

2,000,000 shares of our common stock to Eos’s securityholders pending the achievement (if any) of certain earnout targets

pursuant to the terms of the Merger Agreement.

Closing is subject to certain customary conditions, including, among other things, that we have an aggregate of at least $110 million

of cash (before taking into account certain expenses) available, including from the Trust Account.

order to help meet the condition under the Merger Agreement that we have at least $110 million of cash available upon the

Closing (before taking into account certain expenses), we have entered into an Equity Commitment Letter with B.

Riley Financial,

pursuant to which B.

Riley Financial committed to purchase up to 4,000,000 shares of Class A common stock, at a price

per share of $10.00 per share, or up to $40,000,000 in equity financing at Closing, less the number of shares of Class A

common stock already issued pursuant to subscription agreements entered into with investors prior to the Closing.

The Equity Commitment

Letter effectively terminated the forward purchase agreement entered at the time of the Public Offering requiring our Sponsor