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SCHEDULE 13D/A 0001011438-24-000386 0002027951 XXXXXXXX LIVE 7 Common Stock, par value $0.0001 per share 03/14/2025 false 0001805077 29415C101 Eos Energy Enterprises, Inc. 3920 Park Avenue Edison NJ 08820 Alexander D. Benjamin (212) 891-2100 875 Third Avenue, 11th Floor New York NY 10022 0002027951 Cerberus Capital Management II, L.P. AF DE 158433112 0 158433112 0 158433112 N 41.2 IA PN 0002027945 CCM Denali Equity Holdings, LP AF DE 158433112 0 158433112 0 158433112 N 41.2 PN 0002027946 CCM Denali Equity Holdings GP, LLC AF DE 158433112 0 158433112 0 158433112 N 41.2 OO Common Stock, par value $0.0001 per share Eos Energy Enterprises, Inc. 3920 Park Avenue Edison NJ 08820 The following constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Cerberus Capital Management II, L.P. ("Cerberus Capital Management II"), CCM Denali Equity Holdings, LP ("CCM Denali Equity") and CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP", and together with Cerberus Capital Management II and CCM Denali Equity, the "Reporting Persons") on June 28, 2024, as amended by Amendment No. 1 filed on July 29, 2024, Amendment No. 2 filed on September 3, 2024, Amendment No. 3 filed on September 12, 2024, Amendment No. 4 filed on November 4, 2024, Amendment No. 5 filed on December 17, 2024, and Amendment No. 6 filed January 27, 2025. This Amendment No. 7 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Schedule 13D is being filed by (i) Cerberus Capital Management II, (ii) CCM Denali Equity, and (iii) CCM Denali Equity Holdings GP. Cerberus Capital Management II is the sole member of CCM Denali Equity GP and CCM Denali Equity GP is the general partner of CCM Denali Equity. Set forth on Exhibit 99.1 hereto are the names and principal business addresses of the control persons of Cerberus Capital Management II and the managers of CCM Denali Equity GP (collectively, the "Scheduled Persons"). Except as disclosed herein, to the best knowledge of the Reporting Persons, none of the Scheduled Persons individually holds any securities of the Issuer. The principal business address for the Reporting Persons is 875 Third Avenue, 11th Floor, New York, New York 10022. Each of the Reporting Persons is engaged in the business of investing. This Schedule 13D relates to securities of the Issuer held directly by CCM Denali Equity. The principal business of Cerberus Capital Management II is providing investment management services to certain investment funds or other investment advisory clients and serving as the sole member of CCM Denali Equity GP. The principal business of CCM Denali Equity is holding certain investments. The principal business of CCM Denali Equity GP is serving as the general partner of CCM Denali Equity. None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, have been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, have been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Cerberus Capital Management II is a Delaware limited partnership. CCM Denali Equity is a Delaware limited partnership. CCM Denali Equity GP is a Delaware limited liability company. Each of the Reporting Persons may be deemed to beneficially own 158,433,112 shares of Common Stock, which amount includes 43,276,194 shares of Common Stock of the Issuer issuable upon exercise of the Warrant (as defined in Item 4 in the original Schedule 13D and subject to the limitations as described therein), 31,940,063 shares of Common Stock of the Issuer issuable upon conversion of 31.940063 shares of Series B-1 Preferred Stock, 28,806,463 shares of Common Stock of the Issuer issuable upon conversion of 28.806463 shares of Series B-2 Preferred Stock, 38,259,864 shares of Common Stock of the Issuer issuable upon conversion of 38.259864 shares of Series B-3 Preferred Stock, and 16,150,528 shares of Common Stock of the Issuer issuable upon conversion of 16.150528 shares of Series B-4 Preferred Stock. Such amount of beneficial ownership represents approximately 41.2% of the Common Stock outstanding, based on 226,599,297 shares of Common Stock outstanding as of February 26, 2025, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 4, 2025. The securities of the Issuer reported herein are directly held and beneficially owned by CCM Denali Equity. CCM Denali Equity GP, as the general partner of CCM Denali Equity, may be deemed to beneficially own the securities of the Issuer held by CCM Denali Equity. Cerberus Capital Management II, as the sole member of CCM Denali Equity GP, may be deemed to beneficially own the securities of the Issuer held by CCM Denali Equity. Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Each of the Reporting Persons may be deemed to have sole voting power and sole dispositive power over 158,433,112 shares of Common Stock. The information in Item 5(a) above is incorporated herein by reference. Except as disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days. The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. Not applicable. 99.1 Control Persons of Cerberus Capital Management II and Managers of CCM Denali Equity GP. Cerberus Capital Management II, L.P. /s/ Alexander D. Benjamin Alexander D. Benjamin/Senior Managing Director and Chief Legal Officer 03/17/2025 CCM Denali Equity Holdings, LP /s/ Alexander D. Benjamin Alexander D. Benjamin/Manager, CCM Denali Equity Holdings GP, LLC, its general partner 03/17/2025 CCM Denali Equity Holdings GP, LLC /s/ Alexander D. Benjamin Alexander D. Benjamin/Manager 03/17/2025