Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | B. Riley Principal Merger Corp. II |
Entity Central Index Key | 0001805077 |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Incorporation, State or Country Code | DE |
Entity Extransition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2020 | Feb. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||||
Cash | $ 496,557 | $ 50,000 | |||
Due from related party | 1 | 1 | |||
Prepaid expenses | 257,884 | ||||
Total current assets | 754,441 | 50,001 | 1 | ||
Cash and cash equivalents held in Trust Account | 176,761,388 | ||||
Total assets | 177,515,829 | 50,001 | 1 | ||
Current liabilities: | |||||
Accounts payable | 36,093 | 325 | 278 | ||
Accrued expenses | 27,751 | ||||
Note payable - related party | 14,194 | 50,000 | |||
Total current liabilities | 78,038 | 50,325 | 278 | ||
Long term liabilities | |||||
Total liabilities | 78,038 | 50,325 | 278 | ||
Commitments | |||||
Class A Common stock subject to possible redemption; 17,074,119 (at redemption value of approximately $10.10 per share at June 30, 2020) | 172,437,785 | ||||
Stockholders' equity (deficit): | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||
Class A Common stock, $0.0001 par value; 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) | 108 | ||||
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. | 437 | 575 | 575 | ||
Additional paid-in capital | 5,086,056 | ||||
Accumulated deficit | (86,595) | (899) | (852) | ||
Total stockholders' equity (deficit) | 5,000,006 | (324) | (277) | [1] | |
Total liabilities and stockholders' equity (deficit) | 177,515,829 | $ 50,001 | 1 | ||
EOS ENERGY STORAGE, LLC | |||||
Current assets: | |||||
Cash | 920,000 | 862,000 | $ 5,498,000 | ||
Grants receivable | 114,000 | 326,000 | 678,000 | ||
Inventory | 801,000 | ||||
Accounts receivable | 76,000 | ||||
Receivable on sale of state tax attributes | 4,060,000 | 0 | |||
Vendor deposit | 156,000 | 252,000 | |||
Prepaid and other current assets | 34,000 | 736,000 | 383,000 | ||
Total current assets | 1,300,000 | 5,984,000 | 7,360,000 | ||
Property and equipment, net | 5,777,000 | 5,316,000 | 6,542,000 | ||
Intangible assets, net | 340,000 | 360,000 | 400,000 | ||
Investment in joint venture | 1,100,000 | 589,000 | |||
Security deposit | 795,000 | 808,000 | 744,000 | ||
Total assets | 9,312,000 | 13,057,000 | 15,046,000 | ||
Current liabilities: | |||||
Accounts payable and accrued expenses | 10,631,000 | 8,181,000 | 9,208,000 | ||
Convertible notes payable - related party | 85,636,000 | 76,559,000 | 2,350,000 | ||
Notes payable | 1,000,000 | ||||
Capital lease, current portion | 13,000 | 13,000 | 56,000 | ||
Embedded derivative liability | 1,037,000 | 1,681,000 | |||
Contract liabilities, current portion | 327,000 | 300,000 | 58,000 | ||
Total current liabilities | 97,644,000 | 86,734,000 | 12,672,000 | ||
Long term liabilities | |||||
Deferred rent | 713,000 | 663,000 | 494,000 | ||
Capital lease | 12,000 | 17,000 | 46,000 | ||
Contract liabilities | 660,000 | ||||
Total long term liabilities | 725,000 | 680,000 | 1,200,000 | ||
Total liabilities | 98,369,000 | 87,414,000 | 13,872,000 | ||
Commitments | 109,841,000 | 109,365,000 | |||
CONTINGENTLY REDEEMABLE PREFERRED UNITS (NOTE 13) | 109,841,000 | 109,365,000 | 105,548,000 | ||
Stockholders' equity (deficit): | |||||
Members' capital | 20,402,000 | 20,346,000 | 20,211,000 | ||
Accumulated deficit | (219,300,000) | (204,068,000) | (124,585,000) | ||
Total stockholders' equity (deficit) | (198,898,000) | (183,722,000) | (104,374,000) | ||
Total liabilities and stockholders' equity (deficit) | $ 9,312,000 | $ 13,057,000 | $ 15,046,000 | ||
[1] | Includes an aggregate of 750,000 shares that are subject to forfeiture to the extent that the underwriter's over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 stock split and reclassification for each share outstanding (Note 4). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Feb. 14, 2020 | Dec. 31, 2019 |
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | |||
Preferred Stock, Shares Outstanding | |||
EOS ENERGY STORAGE, LLC | |||
Preferred stock liquidation preference | $ 143,135,000 | $ 136,816,000 | |
Class A Common Stock | |||
Commonn stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 1,000,000 |
Common stock, shares, issued | 1,075,881 | ||
Common stock, shares, outstanding | 1,075,881 | ||
Redemption, par value | |||
Redemption, shares | 17,074,119 | ||
Redemption, per share | $ 10.10 | ||
Class B Common Stock | |||
Commonn stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares, issued | 4,375,000 | 5,750,000 | 4,375,000 |
Common stock, shares, outstanding | 4,375,000 | 5,750,000 | 4,375,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Costs and expenses | |||||||||
Operating costs | $ 96,677 | $ 97,131 | |||||||
Loss from operations | (96,677) | (97,131) | |||||||
Selling, general and administrative expenses | $ 47 | $ 278 | |||||||
Loss before income taxes | (47) | (278) | |||||||
Provision for income taxes | |||||||||
Other income: | |||||||||
Interest income | 11,388 | 11,388 | |||||||
Net loss | $ (47) | $ (85,289) | $ (85,743) | $ (278) | |||||
Weighted average shares outstanding, basic and diluted | [1] | 5,000,000 | 7,480,788 | 6,240,394 | |||||
Weighted average basic shares outstanding | [2] | 5,000,000 | 5,000,000 | ||||||
Weighted average diluted shares outstanding | [2] | 5,000,000 | 5,000,000 | ||||||
Basic and diluted loss per common share | $ (0.01) | $ (0.01) | |||||||
Basic loss per share | $ 0 | $ 0 | |||||||
Diluted loss per share | $ 0 | $ 0 | |||||||
EOS ENERGY STORAGE, LLC | |||||||||
Revenue | |||||||||
Total revenue | $ 211,000 | $ 496,000 | |||||||
Costs and expenses | |||||||||
Cost of goods sold | 110,000 | 5,975,000 | 8,332,000 | 9,708,000 | |||||
Research and development expenses | 4,478,000 | 7,631,000 | 11,755,000 | 14,574,000 | |||||
General and administrative expenses | 3,984,000 | 3,120,000 | 7,710,000 | 7,158,000 | |||||
Grant (income) expense, net | 609,000 | 336,000 | (469,000) | 1,418,000 | |||||
Operating costs | 9,181,000 | 17,062,000 | 27,328,000 | 32,858,000 | |||||
Loss from operations | (9,181,000) | (16,851,000) | (26,832,000) | (32,858,000) | |||||
Provision for income taxes | |||||||||
Other income: | |||||||||
Sale of state tax attributes | 4,060,000 | 4,476,000 | |||||||
Loss from equity in unconsolidated joint venture | (39,000) | (178,000) | |||||||
Interest income | 2,000 | 2,000 | 28,000 | ||||||
Interest expense | (110,000) | 0 | |||||||
Interest expense - related party | (6,745,000) | (17,502,000) | (49,708,000) | (144,000) | |||||
Loss on extinguishment of convertible notes | (6,111,000) | (6,111,000) | |||||||
Change in fair value, embedded derivative | 843,000 | (1,718,000) | (716,000) | ||||||
Total other income (expense) | (6,051,000) | (25,329,000) | (52,651,000) | 4,360,000 | |||||
Net loss | $ (15,232,000) | $ (42,180,000) | $ (79,483,000) | $ (28,498,000) | |||||
[1] | Excludes an aggregate of up to 17,074,119 shares subject to possible redemption. | ||||||||
[2] | Excludes an aggregate of 656,250 shares that are subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 shares for each share outstanding (Note 4). |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - shares | 2 Months Ended | 6 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Shares are subject to possible redemption | 17,074,119 | |
Shares are subject to forfeiture | 656,250 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Common EquityEOS ENERGY STORAGE, LLC | Additional Paid in Capital | Accumulated DeficitEOS ENERGY STORAGE, LLC | Accumulated Deficit | EOS ENERGY STORAGE, LLC | Total | EOS ENERGY STORAGE, LLC | ||||||
Balance at Dec. 31, 2017 | $ 20,074,000 | $ (96,087,000) | $ (76,013,000) | ||||||||||||
Balance, shares at Dec. 31, 2017 | 68,190,000 | ||||||||||||||
Stock-based compensation | $ 137,000 | 137,000 | |||||||||||||
Stock-based compensation, shares | |||||||||||||||
Net loss | (28,498,000) | $ (28,498,000) | (28,498,000) | ||||||||||||
Balance at Dec. 31, 2018 | $ 20,211,000 | (124,585,000) | (104,374,000) | (104,374,000) | |||||||||||
Balance, shares at Dec. 31, 2018 | 68,190,000 | ||||||||||||||
Stock-based compensation | $ 71,000 | 71,000 | |||||||||||||
Stock-based compensation, shares | |||||||||||||||
Net loss | (42,180,000) | (42,180,000) | (42,180,000) | ||||||||||||
Balance at Jun. 30, 2019 | [1] | $ 575 | $ 20,282,000 | (166,765,000) | $ (574) | $ 1 | (146,483,000) | ||||||||
Balance, shares at Jun. 30, 2019 | [1] | 5,750,000 | 68,190,000 | ||||||||||||
Balance at Dec. 31, 2018 | $ 20,211,000 | (124,585,000) | (104,374,000) | (104,374,000) | |||||||||||
Balance, shares at Dec. 31, 2018 | 68,190,000 | ||||||||||||||
Stock-based compensation | $ 135,000 | 135,000 | |||||||||||||
Stock-based compensation, shares | |||||||||||||||
Net loss | (79,483,000) | (79,483,000) | (79,483,000) | ||||||||||||
Balance at Dec. 31, 2019 | [1] | $ 575 | [1] | $ 20,346 | [1] | (204,068,000) | (852) | [1] | (183,722,000) | (277) | [1] | (183,722,000) | |||
Balance, shares at Dec. 31, 2019 | [1] | 5,750,000 | [1] | 68,190,000 | |||||||||||
Balance at Jun. 02, 2019 | [2] | $ 575 | (574) | 1 | |||||||||||
Balance, shares at Jun. 02, 2019 | [2] | 5,750,000 | |||||||||||||
Net loss | |||||||||||||||
Balance at Jun. 30, 2019 | [1] | $ 575 | $ 20,282,000 | (166,765,000) | (574) | 1 | (146,483,000) | ||||||||
Balance, shares at Jun. 30, 2019 | [1] | 5,750,000 | 68,190,000 | ||||||||||||
Balance at Jun. 02, 2019 | [2] | $ 575 | (574) | 1 | |||||||||||
Balance, shares at Jun. 02, 2019 | [2] | 5,750,000 | |||||||||||||
Net loss | (278) | (278) | |||||||||||||
Balance at Dec. 31, 2019 | [1] | $ 575 | [1] | $ 20,346 | [1] | (204,068,000) | (852) | [1] | (183,722,000) | (277) | [1] | (183,722,000) | |||
Balance, shares at Dec. 31, 2019 | [1] | 5,750,000 | [1] | 68,190,000 | |||||||||||
Net loss | (47) | (47) | |||||||||||||
Balance at Feb. 14, 2020 | $ 575 | (899) | (324) | ||||||||||||
Balance, shares at Feb. 14, 2020 | 5,750,000 | ||||||||||||||
Balance at Dec. 31, 2019 | [1] | $ 575 | [1] | $ 20,346 | [1] | (204,068,000) | (852) | [1] | (183,722,000) | (277) | [1] | (183,722,000) | |||
Balance, shares at Dec. 31, 2019 | [1] | 5,750,000 | [1] | 68,190,000 | |||||||||||
Cancellation of Founder Shares | $ (72) | 72 | |||||||||||||
Cancellation of Founder Shares, shares | [1] | (718,750) | |||||||||||||
Forfeiture of Class B common stock by Sponsor | $ (66) | 66 | |||||||||||||
Forfeiture of Class B common stock by Sponsor, shares | (656,250) | ||||||||||||||
Class A common stock issued net of offering costs of $3,976,189 | $ 1,750 | [1] | 171,022,061 | 171,023,811 | |||||||||||
Class A common stock issued net of offering costs of $3,976,189, shares | 17,500,000 | [1] | |||||||||||||
Private Placement of Class A common stock issued | $ 65 | [1] | 6,499,935 | 6,500,000 | |||||||||||
Private Placement of Class A common stock issued, shares | 650,000 | [1] | |||||||||||||
Common stock subject to possible redemption | $ (1,707) | [1] | (172,436,078) | (172,437,785) | |||||||||||
Common stock subject to possible redemption, shares | (17,074,119) | [1] | |||||||||||||
Stock-based compensation | $ 56 | 56 | |||||||||||||
Stock-based compensation, shares | |||||||||||||||
Net loss | [1] | (15,232) | (85,743) | (15,232,000) | (85,743) | (15,232) | |||||||||
Balance at Jun. 30, 2020 | $ 108 | [1] | $ 437 | $ 20,402 | 5,086,056 | (219,300) | (86,595) | (198,898,000) | 5,000,006 | (198,898) | |||||
Balance, shares at Jun. 30, 2020 | 1,075,881 | [1] | 4,375,000 | 68,190,000 | |||||||||||
Balance at Mar. 31, 2020 | [1] | $ 575 | (1,306) | (731) | |||||||||||
Balance, shares at Mar. 31, 2020 | [1] | 5,750,000 | |||||||||||||
Cancellation of Founder Shares | $ (72) | 72 | |||||||||||||
Cancellation of Founder Shares, shares | (718,750) | ||||||||||||||
Forfeiture of Class B common stock by Sponsor | $ (66) | 66 | |||||||||||||
Forfeiture of Class B common stock by Sponsor, shares | (656,250) | ||||||||||||||
Class A common stock issued net of offering costs of $3,976,189 | $ 1,750 | 171,022,061 | 171,023,811 | ||||||||||||
Class A common stock issued net of offering costs of $3,976,189, shares | 17,500,000 | ||||||||||||||
Private Placement of Class A common stock issued | $ 65 | 6,499,935 | 6,500,000 | ||||||||||||
Private Placement of Class A common stock issued, shares | 650,000 | ||||||||||||||
Common stock subject to possible redemption | $ (1,707) | (172,436,078) | (172,437,785) | ||||||||||||
Common stock subject to possible redemption, shares | (17,074,119) | ||||||||||||||
Net loss | (85,289) | (85,289) | |||||||||||||
Balance at Jun. 30, 2020 | $ 108 | [1] | $ 437 | $ 20,402 | $ 5,086,056 | $ (219,300) | $ (86,595) | $ (198,898,000) | $ 5,000,006 | $ (198,898) | |||||
Balance, shares at Jun. 30, 2020 | 1,075,881 | [1] | 4,375,000 | 68,190,000 | |||||||||||
[1] | Includes an aggregate of 750,000 shares that are subject to forfeiture to the extent that the underwriter's over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 stock split and reclassification for each share outstanding (Note 4). | ||||||||||||||
[2] | Includes an aggregate of 656,250 shares that are subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 shares for each share outstanding (Note 4). |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | Feb. 14, 2020 | Feb. 03, 2020 | Jun. 30, 2020 |
Statement of Stockholders' Equity [Abstract] | |||
Shares are subject to forfeiture | 656,250 | 750,000 | |
Stock split | The Company conducted a 1:575 stock split and reclassification for each share outstanding | ||
Share outstanding, description | The Company conducted a 1:575 shares for each share outstanding (Note 4). | ||
Stock issued net of offering costs | $ 397,618,900 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss | $ (47) | $ (85,743) | $ (278) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | |||||||
Interest earned on investments held in Trust Account | (11,388) | ||||||
Change in operating assets and liabilities: | |||||||
Prepaid expenses | (257,884) | ||||||
Increase in accounts payable and accrued expenses | 63,566 | ||||||
Increase in due from related party | 14,195 | (1) | |||||
Increase in accounts payable | 47 | 278 | |||||
Net cash used in operating activities | (277,254) | (1) | |||||
Cash flows from investing activities: | |||||||
Proceeds deposited in Trust Account | (176,750,000) | ||||||
Net cash used in investing activities | (176,750,000) | ||||||
Cash flows from financing activities: | |||||||
Proceeds from sale of Class B common stock | 1 | ||||||
Proceeds from note payable - related party | 50,000 | 100,000 | |||||
Repayment of note payable - related party | (100,000) | ||||||
Proceeds from sale of Units in Public Offering | 175,000,000 | ||||||
Proceeds from sale of Units in Private Placement | 6,500,000 | ||||||
Payment of underwriting discounts | (3,500,000) | ||||||
Payment of offering expenses | (476,189) | ||||||
Net cash provided by financing activities | 50,000 | 177,523,811 | 1 | ||||
Increase in cash | 50,000 | 496,557 | |||||
Cash, beginning of year | |||||||
Cash, end of period | 50,000 | 496,557 | |||||
Supplemental disclosures: | |||||||
Interest paid | |||||||
Taxes paid | |||||||
EOS ENERGY STORAGE, LLC | |||||||
Net loss | (15,232,000) | (42,180,000) | (79,483,000) | $ (28,498,000) | |||
Adjustment to reconcile net loss to net cash used in operating activities | |||||||
Stock-based compensation | 56,000 | 71,000 | 135,000 | 137,000 | |||
Depreciation and amortization | 750,000 | 1,084,000 | 2,123,000 | 2,417,000 | |||
Impairment of property and equipment | 1,590,000 | 1,590,000 | 1,441,000 | ||||
Accreted interest on convertible notes payable - related party | 6,745,000 | 17,502,000 | 49,708,000 | ||||
Change in fair value, embedded derivative | (843,000) | 1,718,000 | 716,000 | ||||
Loss on extinguishment of convertible notes | 6,111,000 | 6,111,000 | |||||
Loss from equity in unconsolidated joint venture | 39,000 | 178,000 | |||||
Other | (15,000) | (58,000) | (52,000) | ||||
Change in operating assets and liabilities: | |||||||
Receivable on sale of state tax attributes | 4,060,000 | (4,060,000) | |||||
Prepaid expenses | 450,000 | (617,000) | (353,000) | 415,000 | |||
Inventory | 0 | 258,000 | 634,000 | (489,000) | |||
Grants receivable | 212,000 | 94,000 | 352,000 | (91,000) | |||
Vendor deposit | 96,000 | 187,000 | |||||
Security deposit | 13,000 | (30,000) | (64,000) | ||||
Accounts receivable | (76,000) | ||||||
Increase in accounts payable and accrued expenses | 2,606,000 | (1,585,000) | (1,070,000) | (521,000) | |||
Contract liabilities | 77,000 | 100,000 | (468,000) | 58,000 | |||
Deferred rent | 50,000 | 85,000 | 169,000 | 213,000 | |||
Net cash used in operating activities | (1,012,000) | (15,670,000) | (23,834,000) | (24,918,000) | |||
Cash flows from investing activities: | |||||||
Investment in joint venture | (550,000) | (601,000) | |||||
Purchases of property and equipment | (1,401,000) | (602,000) | (2,299,000) | (1,697,000) | |||
Net cash used in investing activities | (1,951,000) | (602,000) | (2,900,000) | (1,697,000) | |||
Cash flows from financing activities: | |||||||
Capital lease payments | (5,000) | (28,000) | (72,000) | (47,000) | |||
Proceeds from issuance of convertible notes payable - related party | 2,557,000 | 11,835,000 | 19,346,000 | 4,268,000 | |||
Proceeds / (repayment) of short term notes payable | (1,000,000) | (1,000,000) | 1,000,000 | ||||
Proceeds attributable to beneficial conversion features of convertible notes payable - related party | 1,793,000 | ||||||
Issuance of contingently redeemable preferred units | 469,000 | 144,000 | 2,031,000 | 24,854,000 | |||
Net cash provided by financing activities | 3,021,000 | 10,951,000 | 22,098,000 | 30,075,000 | |||
Increase in cash | 58,000 | (5,321,000) | (4,636,000) | 3,460,000 | |||
Cash, beginning of year | $ 862,000 | 862,000 | 5,498,000 | 5,498,000 | 2,038,000 | ||
Cash, end of period | $ 177,000 | 920,000 | 177,000 | $ 862,000 | 862,000 | 5,498,000 | |
Non-cash investing and financing activities | |||||||
Contribution of inventory to joint venture | 167,000 | ||||||
Conversion of notes payable to members' capital | 5,918,000 | ||||||
Accrued and unpaid capital expenditures | 206,000 | 229,000 | 93,000 | 444,000 | |||
Supplemental disclosures: | |||||||
Interest paid | $ 33,000 | $ 1,000 | $ 6,000 | $ 3,000 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 2 Months Ended | 6 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | |
Organization and Nature of Business Operations [Abstract] | ||
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General B. Riley Principal Merger Corp. II (the “Company”), a blank check corporation, was incorporated as a Delaware corporation on June 3, 2019. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company was 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 (a “Initial Business Combination”). At February -operating st Sponsor and Proposed Financing The Company’s sponsor is B. Riley Principal Sponsor Co. II, LLC (the “Sponsor”), a Delaware limited liability company and a wholly owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”). On February The Company’s ability to commence meaningful operations and finance its Initial Business Combination is contingent upon obtaining adequate financial resources through the proposed $175,000,000 ($201,250,000 if the underwriters’ over -allotment -allotment The Trust Account The proceeds to be held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the Investment Company Act and compliant with Rule 2a -7 Except 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 proceeds from the Proposed Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered 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 within 18 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed 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 net assets held in the Trust Account (excluding the amount of any deferred underwriting discount). There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, 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 or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its 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 payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 18 -share The Sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree 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 In 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. There are no sinking fund provisions applicable to the common stock, except that 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. Going Concern Considerations At February | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General B. Riley Principal Merger Corp. II (the “Company”), a blank check company, was incorporated as a Delaware corporation on June As of June -operating st Public Offering The 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 -owned Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one -half The Company has also granted the underwriters a 45 -day -allotment Sponsor and Note Payable — Related Party On February The Trust Account Upon completion of the Public Offering, $176,750,000 of proceeds were held in the Company’s trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Except 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 proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (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 Initial Business Combination The 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. The 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 or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. If 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 payable. 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.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination by November -share The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which 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 In 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. On June -duration -cost Letter Agreement The 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 rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its public shares if it does not complete an Initial Business Combination within 18 Forward Purchase Agreement B. 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. The 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture. Net loss per common share is computed by dividing net gain/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At February Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short -term Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company is included in the consolidated tax return of B. Riley Financial the parent (the “Parent”). The Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made to (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial at December Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments 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. Loss Per Common Share Loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. 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 of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Public Offering and the Private Placement to purchase 9,075,000 shares of Class A common stock, in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. In February 2020, the Company completed a stock split of 1 to 575 shares of Class B common stock, resulting in 5,750,000 shares of Class B common stock issued and outstanding. The financial statements have been retroactively adjusted to reflect the stock split for all periods presented. Reconciliation of Income (Loss) Per Common Share The Company’s net loss is adjusted for the portion of income that is attributable to shares of common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months Six Months Period Net loss $ (85,289 ) $ (85,743 ) $ — Less: Loss attributable to common stock subject to possible redemption — — — Adjusted net loss $ (85,289 ) $ (85,743 ) $ — Weighted average shares outstanding, basic and diluted 7,480,788 6,240,394 5,000,000 Basic and diluter loss per common share $ (0.01 ) $ (0.01 ) $ — Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019. Class A Common Stock Subject To Possible Redemption At discussed in Note 1, all of the 17,500,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, “Distinguishing Liabilities From Equity,” redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” The total offering costs incurred by the Company in connection with the Public Offering was $476,189. These costs and the underwriter discount, of $3,500,000, were charged to capital upon completion of the Public Offering on May 22, 2020. Income Taxes Prior to the change in ownership on May 22, 2020 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on May 22, 2020, the Company deconsolidated from the Parent for tax purposes. Beginning May 22, 2020, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There was no provision for income taxes for the three and six months ended June 30, 2020 and 2019. Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There 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. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. | |
EOS ENERGY STORAGE, LLC [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Eos Energy Storage, LLC (“Eos” or the “Company”) is a United States based entity that was created on April -developed -lasting -cost -key Liquidity and Going Concern The Company is in the development stage of its lifecycle and, as such, has no significant history of revenue generating activities. Accordingly, the Company has incurred significant recurring losses, negative working capital, and net operating cash outflows from operations since inception, which is attributable to its higher operating costs relative to its lack of revenue base. Operating expenses consist primarily of costs related to the Company’s sales of their product along with the associated research and development costs, as well as other recurring general and administrative expenses, such as professional fees, rent, and utilities. While management and the Company’s Board of Directors anticipate the Company will eventually exit the development stage by reaching a scale of profitability through the sale of Second Generation Aurora DC Battery Systems (“Gen 2.3”) and other complimentary products, they believe the current stage of the Company’s lifecycle justifies continued investment in the development and launch of product with outside capital at the expense of short -term -19 As of June As disclosed in Note -linked Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to close the SPAC transaction, or issue Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes, management may have to seek other strategic alternatives, which could include, among other things, a sale of the Company, filing of insolvency, or a cessation of the Company’s operations. The accompanying unaudited interim condensed financial statements have been prepared on the basis that the Company will continue to operate as a going -concern Basis of Presentation The financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Concentration of Credit Risk Eos maintains cash balances at FDIC -insured Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the accompanying condensed financial statements include the valuation of derivatives, the relative fair value allocation of Phase II bridge financing proceeds, the valuation of inventory, and estimated lives used for depreciation and amortization purposes. Risks and Uncertainties Eos holds several product patents, which if infringed upon, could result in significant expenses to defend. If Eos is unable to protect its intellectual property, it could have a significant impact on operations. Revenue from Contracts with Customers Revenue is earned from the sales, installation, and commissioning of energy storage systems and is derived from customer contracts. Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer, when or as the Company’s performance obligations are satisfied. For product sales of energy storage systems, the Company’s performance obligations are satisfied at the point in time when the customer obtains control of the system, which is either upon delivery of the goods at the customer’s designated location or upon the customer’s acceptance of the product after commissioning and testing at the customer’s site, depending on the specific terms of the respective contract with the customer. In addition, the corresponding installation and commissioning services related to the systems are performance obligations satisfied over time as the respective services are performed, based on an input measure of progress as labor costs relating to the installation and commissioning services are incurred. Further, extended warranties are offered by the Company and are identified as performance obligations that are satisfied over time, based on a time -elapsed The Company may enter into sales contracts that provide for performance obligations in addition to the sale of the product, including performance guarantees and service obligations. Under these sales contracts, transaction price is allocated to the various performance obligation based on the relative stand -alone -alone Royalty Revenue The Company receives sales -based Product Warranty Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a standard warranty for a period of one to two years, commencing upon commissioning. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Extended warranties are identified as performance obligations in the Company’s contracts with customers, and are discussed as part of revenue from contracts with customers. Costs incurred in satisfying the Company’s performance obligations with respect to extended warranties are recognized as expenses when incurred. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016 -02 Leases In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses Measurement of Credit Losses on Financial Instruments -13 -useful | 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Eos Energy Storage, LLC (“Eos” or the “Company”) is a United States based entity that was created on April -developed -lasting -cost -key Liquidity and Going Concern The Company’s is in the development stage of its lifecycle and, as such, has no significant history of revenue generating activities. Accordingly, the Company has incurred significant recurring losses, negative working capital, and net operating cash outflows from operations since inception, which is attributable to its higher operating costs relative to its lack of revenue base. Operating expenses consist primarily of costs related to the Company’s sales of their product along with the associated research and development costs, as well as other recurring general and administrative expenses, such as professional fees, rent, and utilities. While management and the Company’s Board of Directors anticipate the Company will eventually exit the development stage by reaching a scale of profitability through the sale of Second Generation Aurora DC Battery Systems (“Gen 2.3”) and other complimentary products, they believe the current stage of the Company’s lifecycle justifies continued investment in the development and launch of product with outside capital at the expense of short -term -19 As of December As disclosed in Note -linked Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to close the SPAC transaction, or issue Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes, management may have to seek other strategic alternatives, which could include, among other things, a sale of the Company, filing of insolvency, or a cessation of the Company’s operations. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going -concern Basis of Presentation The financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments purchased with original maturities of three months or less. Concentration of Credit Risk Eos maintains cash balances at FDIC -insured Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the accompanying condensed financial statements include the valuation of derivatives, the relative fair value allocation of Phase II bridge financing proceeds, the valuation of inventory, and estimated lives used for depreciation and amortization purposes. Income Taxes and Deferred Taxes Eos complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. Eos recognizes deferred tax assets only to the extent that management concludes these assets are more -likely-than-not -likely-than-not -planning Eos recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. Eos records uncertain tax positions in accordance with ASC 740 on the basis of a two -step -likely-than-not -likely-than-not -likely-than-not Impairment of Long — Lived Assets The Company reviews its long -lived -lived -lived -lived Intangible Assets Intangible assets are stated at their historical cost and amortized on a straight -line Property and Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed on the straight -line -line Risks and Uncertainties Eos holds several product patents, which if infringed upon, could result in significant expenses to defend. If Eos is unable to protect its intellectual property, it could have a significant impact on operations. Revenue from Contracts with Customers Revenue is earned from the sales, installation, and commissioning of energy storage systems and is derived from customer contracts. Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer, when or as the Company’s performance obligations are satisfied. For product sales of energy storage systems, the Company’s performance obligations are satisfied at the point in time when the customer obtains control of the system, which is either upon delivery of the goods at the customer’s designated location or upon the customer’s acceptance of the product after commissioning and testing at the customer’s site, depending on the specific terms of the respective contract with the customer. In addition, the corresponding installation and commissioning services related to the systems are performance obligations satisfied over time as the respective services are performed, based on an input measure of progress as labor costs relating to the installation and commissioning services are incurred. Further, extended warranties are offered by the Company and are identified as performance obligations that are satisfied over time, based on a time -elapsed The Company may enter into sales contracts that provide for performance obligations in addition to the sale of the product, including performance guarantees and service obligations. Under these sales contracts, transaction price is allocated to the various performance obligation based on the relative stand -alone -alone Royalty Revenue The Company receives sales -based Product Warranty Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a standard warranty for a period of one to two years, commencing upon commissioning. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Extended warranties are identified as performance obligations in the Company’s contracts with customers, and are discussed as part of revenue from contracts with customers. Costs incurred in satisfying the Company’s performance obligations with respect to extended warranties are recognized as expenses when incurred. Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. Once the expenses are approved by the government agencies the Company records the grant receivable and related grant revenue. Research and Development Expenses Research and development costs are expensed as incurred, which include materials, supplies, salaries, benefits and other costs related to research, development and testing of products. Rent Expense The Company records rent expense on a straight -line Accounts Receivable The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for doubtful accounts. As of December Inventory Inventories are stated at the lower of cost, which approximates cost determined on a first -in -out The Company evaluates its ending inventories for excess quantities and obsolescence. Inventories that management considers excess or obsolete are reserved. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. Investment in unconsolidated joint venture The Company accounts for its investment in its unconsolidated joint venture using the equity method of accounting as it has been determined that the Company has the ability to exercise significant influence and is not otherwise required to consolidate. All significant decisions require unanimous consent of both joint venture members. Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s income or loss. The Company reviews its investments for other -than-temporary Stock-Based Compensation Stock -based -Scholes -line Segments The Company’s chief operating decision -maker Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and notes payable — related party. Accounting standards establish a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The carrying value of cash and cash equivalents, grants receivable, and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. The fair value of both the Company’s convertible notes payable — related party (the “Convertible Notes”) and the embedded derivative liability are classified within Level 3 of the fair value hierarchy. The estimated future cash flows of the Convertible Notes were discounted using a discount rate derived from an appropriate risk -free The fair value of the embedded derivatives are determined using valuation techniques that require the use of assumptions concerning the amount and timing of future cash flows, discount rates, and probability of future events and redemption dates that are beyond management’s control. As of December As of December Refer to Note 11 for further discussion of the convertible notes payable — related party and the embedded derivatives. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016 -02 Leases In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses Measurement of Credit Losses on Financial Instruments -13 -useful |
Public Offering
Public Offering | 2 Months Ended |
Feb. 14, 2020 | |
Notes to Financial Statements | |
PUBLIC OFFERING | NOTE 3 — PUBLIC OFFERING Pursuant to the Proposed Offering, the Company intends to offer for sale 17,500,000 Units at an offering price of $10.00 per Unit. The Sponsor will subscribe to purchase an aggregate of 650,000 Units (or 728,750 Units if the underwriters’ over -allotment Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one -half The Company has also granted the underwriters a 45 -day -allotments The Company expects to pay underwriting commissions equal to 2.0% of the gross proceeds of the Proposed Offering at the time of the Proposed Offering. Business Combination Marketing Agreement The Company will engage B. Riley Securities, 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. The Company will pay B. Riley Securities, 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 Proposed Offering (exclusive of any applicable finders’ fees which might become payable) ($6,125,000 or up to $7,043,750 if the underwriters’ over -allotment |
Revenue Recognition
Revenue Recognition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Revenue Recognition | 2. Revenue Recognition Contract Balances The following table provides information about contract liabilities from contracts with customers: June 30, December 31, June 30, December 31, Contract liabilities $ 327 $ 300 $ 817 $ 718 Contract liabilities primarily relate to advance consideration received from customers and deferred revenue for which transfer of control occurs, and therefore revenue is recognized, as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. During the six months ended June 30, 2020, contract liabilities increased $27. The Company recognized $0 of revenue during the six months ended June 30, 2020 that was included in the contract liability balance at the beginning of the period. During the six months ended June 30, 2019, contract liabilities increased $99. The Company recognized $0 of revenue during the six months ended June 30, 2019 that was included in the contract liability balance at the beginning of the period. Transaction Price Allocated to Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at June 30, 2020: June 30, 2020 Remaining 2021 2022 2023 Thereafter Product Revenue $ 327 $ 0 $ 0 $ 0 $ 0 | 2. Revenue Recognition Contract Balances The following table provides information about contract liabilities from contracts with customers: December 31, December 31, January 1, Contract liabilities $ 300 $ 718 $ 660 Contract liabilities primarily relate to advance consideration received from customers and deferred revenue for which transfer of control occurs, and therefore revenue is recognized, as services are provided. Contract balances are reported in a net contract asset or liability position on a contract -by-contract During the year ended December During the year ended December Transaction Price Allocated to Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period: December 31, 20 2020 2021 2022 2023 Thereafter Product Revenue $ 300 $ 0 $ 0 $ 0 $ 0 Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. In addition, several contracts include variable consideration such as refunds, penalties, and the customer’s right to return. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as refunds, penalties, and credits, using the expected value method, and adjusts transaction price for its estimate of variable consideration. Throughout the year, we update our estimate of variable consideration on a monthly basis, and adjust transaction price accordingly by recording an adjustment to net revenue and refund liability with respect to variable consideration such as penalties, refunds, and credits to customers. Therefore, management applies the constraint in its estimation of variable consideration for inclusion in the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Practical Expedients and Exemptions As permitted by ASC 606, the Company elected to use certain practical expedients in connection with the implementation of ASC 606. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset the Company would recognize is one year or less. The Company does not adjust the transaction price for significant financing components, as the Company’s contracts typically do not span more than a one year period. The election of these practical expedients results in accounting treatments that the Company believes are consistent with historical accounting policies and, therefore, these elections of practical expedients do not have a material impact on the comparability of the financial statements as no revenue was earned during the year ended December |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Inventory | 3. Inventory As of June 30, 2020 and December 31, 2019, we had inventories of $0. | 3. Inventory As of December |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Property and Equipment | 4. Property and Equipment As of June June 30, December 31, Useful lives Equipment $ 6,747 $ 5,910 5 – 10 years Capital lease 201 201 5 years Furniture 141 125 5 – 10 years Leasehold Improvements 2,731 2,732 Lesser of useful life/remaining lease Tooling 493 150 2 – 3years Total 10,313 9,118 Less: Accumulated Depreciation and Amortization (4,536 ) (3,802 ) $ 5,777 $ 5,316 Depreciation and amortization expense related to property and equipment was $730 and $1,064, during the six months ended June | 4. Property and Equipment As of December 2019 2018 Useful lives Equipment $ 5,910 $ 9,438 5 – 10 years Capital lease 201 225 5 years Furniture 125 186 5 – 10 years Leasehold Improvements 2,732 3,130 Lesser of useful life/remaining lease Construction in progress — 50 Tooling 150 907 2 – 3 years Total 9,118 13,936 Less: Accumulated Depreciation and Amortization (3,802 ) (7,394 ) $ 5,316 $ 6,542 Depreciation and amortization expense related to property and equipment was $2,083 and $2,417, during the years ended December |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Intangible Assets | 5. Intangible Assets Intangible assets consisted of various patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. During the six months ended June Estimated future amortization expense of intangible assets as of June Remainder of 2020 $ 20 2021 40 2022 40 2023 40 2024 40 Thereafter 160 $ 340 | 5. ntangible Assets Intangible assets consisted of various patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. During the years ended December Estimated future amortization expense of intangible assets as of December 2020 $ 40 2021 40 2022 40 2023 40 2024 40 Thereafter 160 $ 360 |
Stockholders' Equity
Stockholders' Equity | 2 Months Ended | 6 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 5 — STOCKHOLDER’S DEFICIT Common Stock The authorized common stock of the Company includes up to 100,000,000 -allotment Preferred Stock The Company is authorized to issue 1,000,000 Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only 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 th The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Proposed Offering, except that the Private 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 The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • • • -day • -trading If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, 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 | NOTE 4 — STOCKHOLDERS' EQUITY Common Stock The 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. Preferred Stock The 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. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only 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; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). 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 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 to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company's warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60 th The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private 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. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period"); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, 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. |
Fair Value Instruments
Fair Value Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Instruments [Abstract] | |
FAIR VALUE INSTRUMENTS | NOTE 5 — FAIR VALUE INSTRUMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. There were no assets measure on a recurring basis at fair value at December |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Investment in unconsolidated joint venture | 6. Investment in unconsolidated joint venture In August 2019, the Company entered into an agreement with Holtec Power, Inc (“Holtec”) to form the unconsolidated joint venture, HI-POWER LLC (“Hi-Power” or “JV”). The JV was formed in order to manufacture the products for all of the Company’s projects in North America. Accordingly, the Company will purchase battery storage systems and spare parts from the JV. The joint venture is in Turtle Creek, Pennsylvania. The Company’s initial estimated financial commitment is $4,100 in the form of a combination of cash and special purpose manufacturing equipment. Eos’s initial ownership interest is 49%. The joint venture is not planned to commence manufacturing activities until the third quarter of 2020, as a result earnings are not material. Once manufacturing activities commence, both Eos and Holtec intend to sell the products manufactured by Hi-Power. Eos will earn five percent of the product price for any products made by Hi-Power and sold by Holtec or any of its affiliates. | |
EOS ENERGY STORAGE, LLC [Member] | ||
Investment in unconsolidated joint venture | 6. Investment in unconsolidated joint venture In August 2019, the Company entered into an agreement with Holtec Power, Inc (“Holtec”) to form the unconsolidated joint venture, HI -POWER -Power The joint venture is not planned to commence manufacturing activities until the third quarter of 2020, as a result earnings are not material. Once manufacturing activities commence, both Eos and Holtec intend to sell the products manufactured by Hi -Power -Power |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Commitments and Contingencies | 7. Commitments and Contingencies Lease Commitments On June 24, 2016, Eos entered into a long-term non-cancelable, operating lease for 45,000 sq. ft. of space for its current headquarters facility in Edison, New Jersey. On April 26, 2017, Eos entered into a lease for an additional 18,000 sq. ft. of adjoining space. These leases expire in September 2026 with renewal options up to 2036. Further, these leases require monthly rent payments along with executory costs, which include real estate taxes, repairs, maintenance, and insurance. In addition, the terms of the leases contain cost escalations of approximately 10% annually. The Company also has certain non-cancelable capital lease agreements for office equipment. Total rent expense was $369 and $380, for the six months ended June 30, 2020 and 2019, respectively, of which, $0 and $102 was recorded as Cost of goods sold; $270 and $204 as Research and development expenses; and $99 and $74 as General and administrative expenses in the Statement of Operations, respectively. Future minimum lease commitments as of June 30, 2020 are as follows: Operating Capital Remainder of 2020 $ 316 $ 8 2021 685 13 2022 755 4 2023 825 — 2024 895 — Later years 1,644 — Total minimum lease payments $ 5,120 $ 25 Less amounts representing interest 5 Present value of minimum lease payments $ 20 | 7. Commitments and Contingencies Lease Commitments On June 24, 2016, Eos entered into a long-term non-cancelable operating lease for 45,000 sq. ft. of space for its current headquarters facility in Edison, New Jersey. On April 26, 2017, Eos entered into a lease for an additional 18,000 sq. ft. of adjoining space. These leases expire in September 2026 with renewal options up to 2036. Further, these leases require monthly rent payments along with executory costs, which include real estate taxes, repairs, maintenance, and insurance. In addition, the terms of the leases contain cost escalations of approximately 10% annually. The Company also has certain non-cancelable capital lease agreements for office equipment. Total rent expense was $930 and $1,007, for the years ended December 31, 2019 and 2018, respectively, of which, $102 and $528 was recorded as Cost of goods sold; $430 and $0 as Research and development expenses; and $398 and $479 as General and administrative expenses in the Statement of Operations, respectively. Future minimum lease commitments as of December 31, 2019 are as follows: Operating Capital 2020 $ 614 $ 13 2021 685 13 2022 755 4 2023 825 — 2024 895 — Later years 1,644 — Total minimum lease payments $ 5,418 $ 30 Less amounts representing interest 5 Present value of minimum lease payments $ 25 |
Modification to the Terms of th
Modification to the Terms of the Offering | 2 Months Ended |
Feb. 14, 2020 | |
Modification to the Terms of the Offering [Abstract] | |
MODIFICATION TO THE TERMS OF THE OFFERING | NOTE 7 — MODIFICATION TO THE TERMS OF THE OFFERING On May |
Grant Expense, Net
Grant Expense, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Grant Expense, Net | 8. Grant Expense, Net Eos was approved for two grants by the California Energy Commission (CEC) totaling approximately $7,000. In accordance with the grant agreements, Eos is responsible for conducting studies to demonstrate the benefits of certain energy -saving | 8. Grant Expense, Net Eos was approved for two grants by the California Energy Commission (CEC) totaling approximately $7,000. In accordance with the grant agreements, Eos is responsible for conducting studies to demonstrate the benefits of certain energy -saving |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Income Taxes | 9. Income Taxes For the six month periods ending June The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items, if any, are not included in the estimation of the annual effective tax rate. Rather, these items and their related income tax expense (benefit) are separately stated in the interim period in which they occur. The quarterly estimate of the annual effective tax rate and related tax expense is subject to variation due to a multitude of factors. Factors may include, but are not limited to the inability to accurately predict the Company’s pre -tax At each balance sheet date, management assesses the likelihood that Eos will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that Eos will be able to utilize its deferred tax assets at June At June Eos files income tax returns in federal and various state jurisdictions. The open tax years for federal and state returns is generally 2016 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities. Eos is not currently under examination by any taxing jurisdiction. On March -19 | 9. Income Taxes Eos is subject to regulation under U.S. federal and U.S. state tax laws, regulations and policies. Changes to these laws or regulations may affect the Company’s tax liability, return on investments and business operations. Earnings before income taxes Net loss before income taxes for domestic operations for the years ended December Income expense (benefit) Income tax expense (benefit) for the years ended December 2019 2018 Current expense (benefit): U.S. federal $ — $ — U.S. state and local — — Total current income tax (benefit) provision — — Deferred expense (benefit): U.S. federal $ — $ — U.S. state and local — — Total deferred income tax (benefit) provision — — Total income tax (benefit) provision $ — $ — Eos has no tax provision (benefit) for the periods ended December Reconciliation of US Federal Statutory income tax rate to actual income tax rate The reconciliation from the statutory U.S. federal income tax rate to the effective tax rate is as follows: 2019 2018 Income (loss) before income taxes $ (79,483 ) $ (28,498 ) Statutory U.S. federal income tax (21%) (16,691 ) (5,985 ) State and local income tax 1,548 768 Disallowed interest expense 11,903 — Federal R&D credit (1,002 ) (1,065 ) Valuation allowance 4,215 6,276 Other 27 6 Total income tax expense — — Effective tax rate 0 % 0 % The reported income tax provision differs from the amount computed by applying the statutory US federal income tax rate of 21% to the income before income taxes due to pretax losses for which no tax benefit has been provided and nondeductible interest expense for US income tax purposes. Deferred Income Taxes Eos records deferred income taxes to reflect the net tax effects of temporary differences, if any, between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. The components of deferred tax assets and liabilities at December 2019 2018 Deferred tax assets: NOL carryforwards $ 30,540 $ 26,858 Tax credit carryforwards 4,346 4,390 Employee compensation 187 211 Accruals and reserves 543 136 Organizational costs 194 24 Deferred tax assets, gross $ 35,810 31,619 Valuation allowance $ (34,773 ) (30,558 ) Total deferred tax assets, net $ 1,037 $ 1,061 Deferred tax liabilities: Fixed assets (1,010 ) (1,061 ) Investment in partnership (27 ) — Deferred tax liabilities (1,037 ) (1,061 ) Total deferred tax asset (liability) $ — $ — Eos’s net deferred tax balances consists primarily of federal and state net operating losses (“NOLs”) available for carry forward, research and development credits, and differences in the basis of property and equipment for the years ended December During 2018, the Company participated in a tax certificate transfer program with the state of New Jersey and sold a portion of its available prior year New Jersey state NOLs, in varying amounts from tax years 2016 and 2017. During 2019, the Company participated in this same program with the state of New Jersey and sold a portion of its available prior year New Jersey state NOLs and R&D credits, in varying amounts from tax years 2016, 2017 and 2018. The deferred tax balances and related disclosures below reflect the adjusted attribute carryforwards and associated deferred tax assets post -sale The Company maintains a valuation allowance where it is more -likely-than-not -likely-than Valuation allowance increased by $4,215 between December Net Operating Losses & Tax Credits As of December The Company has NOL carryforwards for tax purposes and other deferred tax assets that are available to offset future taxable income. As of December Unrecognized Tax Benefits The Company is subject to income taxes in the United States (federal and state). Significant judgment is required in evaluating the Company’s tax positions and determining Eos’s provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax -related Eos has not recorded any unrecognized tax benefits associated with uncertain tax positions as of December The open tax years for federal and state tax returns is generally 2016 and forward. Net operating losses and R&D credits generated in closed years and utilized in open years are subject to adjustment by the tax authorities. Eos is not currently under examination by any taxing jurisdiction. The Company regularly assesses the adequacy of its provision for income tax contingencies in accordance with ASC 740. As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretation of relevant tax law, assessments from taxing authorities, settlements with tax authorities and lapses of statute of limitations. |
Related Party Transactions
Related Party Transactions | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On June 3, 2019, 10,000 -allotment The Company’s initial stockholders, officers and directors have agreed, 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 consecutive 30 -trading Administrative Fees Commencing on the date of the prospectus, the Company will agree to pay an affiliate of our sponsor a total of $10,000 a month for office space, utilities and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. Registration Rights The holders of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and units that may be issued upon conversion of working capital loans, if any, will have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the effective date of the Proposed Offering. These holders will also be entitled to certain piggyback registration rights. 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 Note Payable — Related Party The Company borrowed $50,000 on February Forward Purchase Agreement The Company will agree to enter into a Forward Purchase Agreement with an affiliate of the Sponsor, pursuant to which the affiliate of the Sponsor will agree to purchase, or have its designees purchase, an aggregate of 2,500,000 units, at a price of $10.00 per unit, or $25,000,000 in the aggregate, in a private placement to close concurrently with the initial business combination. 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. | NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares On June 3, 2019, 10,000 shares of the Company's common stock were issued to B. Riley Principal Investments, LLC. On February 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 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 par value. 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' over-allotment option to purchase additional Units was exercised. 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"). The 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. Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. 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. 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' 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. Administrative Fees Commencing on May 19, 2020, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities 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. Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. 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. Note Payable - Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2019 or (ii) the date on which the Company consummated an initial public offering of its securities. 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 Placement. At June 30, 2020, there were no amounts outstanding on the Note Payable. | |
EOS ENERGY STORAGE, LLC [Member] | |||
RELATED PARTY TRANSACTIONS | 10. Related Party Transactions Convertible Notes Payable During the six months ended June Loan to Affiliate In prior years, Eos provided temporary advances to affiliated companies based upon certain expenses that were paid by Eos on behalf of the affiliates. The unpaid balance of advances to affiliates as of June | 10. Related Party Transactions Convertible Notes Payable During the years ended December Commitment and Related Party Transaction During the years ended December Loan to Affiliate In prior years, Eos provided temporary advances to affiliated companies based upon certain expenses that were paid by Eos on behalf of the affiliates. The unpaid balance of advances to affiliates as of December |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Convertible Notes Payable | 11. Convertible Notes Payable 2019 Convertible Notes Payable — Related Party During the six months ended June Related Parties Phase I Notes The 2019 Convertible Notes were issued on various dates through two phases. Convertible notes with aggregate principal of $13,529 were issued from February 2019 to May 2019 (the “Phase I Notes”). $4,137 of the Phase I Notes were issued to AltEnergy. The terms of the Phase I Notes are summarized as follows: • • • • • • demand. Any time prior to September 30, 2019, if Event of Default has not occurred, and at the direction of a majority of holders, the Liquidation Amount becomes due on demand. In conjunction with the Phase II Note issuance, the Phase I maturity date was extended to October 2019 Phase II Notes Convertible notes with aggregate principal of $5,995 were issued from June 2019 to December 2019 (the “2019 Phase II Notes”). $2,017 of the Phase II Notes were issued to AltEnergy. The terms of the Phase II Notes are identical to the Phase I Notes, except as follows: • • • • • : Concurrent to issuance of the Phase II Notes, the Company entered into subscription agreements to sell Preferred Units to the Holders equal to the principal balance of the Phase II Notes at a price of $0.50 per unit. Phase II cash proceeds totaled $11,991. The proceeds were allocated to the Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. The Company recognized $2,031 attributable to the Phase II Preferred Units, which was recorded as a discount against the Phase II Notes. Refer to Note 13 for further discussion regarding the Preferred Units. 2020 Phase II Convertible Notes Payable — Related Party During the six months ended June Beneficial Conversion Features The conversion option on the 2019 Phase I Notes generated a beneficial conversion feature (BCF). A BCF arises when a debt or equity security is issued with an embedded conversion option that is in the money at inception because the conversion option has an effective strike price that is less than the fair value of the underlying equity security at the commitment date. The Company recognized this BCF by allocating the intrinsic value of the conversion option to additional paid -in Embedded Derivatives Both the occurrence of a Qualified Financing and the exercise of the holders’ put options represent contingent events outside the Company’s control that can accelerate repayment of the 2019 Convertible Notes. Therefore, these features constitute embedded derivatives that require bifurcation pursuant to ASC 815 -15 Embedded Derivatives In the event of a Qualified Financing occurring prior to July The Company accounted for the 2019 and 2020 Convertible Notes as deeply discounted zero coupon debt instruments. The balances payable at maturity reflect liquidation multiples of 3.0 and 6.0 times the stated face value of the Phase I and Phase II Notes, respectively. The following balances were recognized upon issuance of the 2019 and 2020 Convertible Notes during the six months ended June December 31, 2019 June 30, Total Phase I Phase II Convertible notes payable $ 40,587 $ 35,973 $ 9,077 $ 85,637 Discount, original issuance (20,946 ) (23,982 ) (6,051 ) (50,979 ) Premium (discount), embedded derivative 181 (1,145 ) (199 ) (1,163 ) Discount, fair value of preferred units — (2,031 ) (469 ) (2,500 ) Discount, beneficial conversion features (1,799 ) — — (1,799 ) Convertible notes payable, net $ 18,023 $ 8,815 $ 2,358 $ 29,196 Subsequent Measurement With respect to the Phase I Notes, the holders’ put option is immediately exercisable at the 1.5 times the Notes. Pursuant to ASC 470 -10 Discounts on the Phase II Notes were amortized into interest expense using the effective interest method through the stated maturity date of October At issuance, the annual effective interest rates on the Phase I Notes were in excess of 400%. The Phase II Notes were issued with annual effective interest rates in excess of 1200%. During the six months ended June As of both June The balances attributable to the Notes on June Phase I Phase II June 30, Convertible notes payable $ 40,587 $ 45,049 $ 85,636 Discount, original issuance (20,946 ) (30,033 ) (50,979 ) Premium (discount), embedded derivative 181 (1,344 ) (1,163 ) Discount, fair value of preferred units (2,500 ) (2,500 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Discount, accumulated amortization 22,564 33,877 56,441 Convertible notes payable, net $ 40,587 $ 45,049 $ 85,636 The balances attributable to the Notes on December Phase I Phase II December 31, Convertible notes payable $ 40,587 $ 35,973 $ 76,560 Discount, original issuance (20,946 ) (23,982 ) (51,040 ) Premium (discount), embedded derivative 181 (1,145 ) (964 ) Discount, fair value of preferred units — (2,031 ) (2,031 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Discount, accumulated amortization 26,564 27,158 49,722 Convertible notes payable, net $ 40,587 $ 35,973 $ 76,560 | 11. Convertible Notes Payable 2018 Notes Payable In December 2018, the Company issued $1,000 of notes payable with a maturity date of the earlier of the date of receipt of the payment of cash from the monetization of the Company’s 2016 and 2017 New Jersey net operating losses or January 2018 Convertible Notes Payable — Related Party During the year ended December The Company determined the initial carrying value of the 2018 Convertible Notes to be $2,350 at the date of issuance. The Company determined the conversion feature does not constitute an embedded derivative pursuant to ASC 815 -1 5 Embedded Derivatives During January 2019, the Company issued an additional $2,551 of Convertible Notes to certain investors on terms similar to the 2018 Convertible Notes. Both the 2018 Convertible Notes and January 2019 Convertible Notes were modified in April 2019 in conjunction with the Phase I Note issuance. The modification was accounted for an extinguishment of the existing Convertible Notes. The modified Phase I Notes were initially recognized at their fair value of $11,012, which resulted in an extinguishment loss of $6,111. Refer to subsequent discussion for related party considerations applicable to both the 2018 and 2019 Convertible Notes. 2019 Convertible Notes Payable — Related Party During the year ended December Related Parties Phase I Notes The 2019 Convertible Notes were issued on various dates through two phases. The first phase with aggregate principal of $13,529 was issued through May 2019 (the “Phase I Notes”), of which $4,137 was issued to AltEnergy. The terms of the Phase I Notes are summarized as follows: • • • • • • at the direction of a majority of holders, the Liquidation Amount becomes due on demand. In conjunction with the Phase II Note issuance, the Phase I maturity date was extended to October Phase II Notes The second phase with aggregate principal of $5,995 was issued through December 2019 (the “Phase II Notes”), of which $2,017 was issued to AltEnergy. The terms of the Phase II Notes are identical to the Phase I Notes, except as follows: • • • • • : Concurrent to issuance of the Phase II Notes, the Company entered into subscription agreements to sell Preferred Units to the Holders equal to the principal balance of the Phase II Notes at a price of $0.50 per unit. Phase II cash proceeds totaled $11,991. The proceeds were allocated to the Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. The Company recognized $2,031 attributable to the Phase II Preferred Units, which was recorded as a discount against the Phase II Notes. Refer to Note 13 for further discussion regarding the Preferred Units. Beneficial Conversion Features The conversion option on the Phase I Notes generated a beneficial conversion feature (BCF). A BCF arises when a debt or equity security is issued with an embedded conversion option that is in the money at inception because the conversion option has an effective strike price that is less than the fair value of the underlying equity security at the commitment date. The Company recognized this BCF by allocating the intrinsic value of the conversion option to the Preferred Units, which resulted in a discount on the Phase I Notes. The Company amortized the discount into interest expense on the commitment date, as the Convertible Notes are immediately puttable by investors. Embedded Derivatives Both the occurrence of a Qualified Financing and the exercise of the holders’ put options represent events that can accelerate repayment of the 2019 Convertible Notes and involve a significant discount. Therefore, these features constitute embedded derivatives that require bifurcation pursuant to ASC 815 -15 Embedded Derivatives In the event of a Qualified Financing occurring prior to July The Company accounted for the 2019 Convertible Notes as deeply discounted zero coupon debt instruments. The balances payable at maturity reflect liquidation multiples of 3.0 and 6.0 times the stated face value of the Phase I and Phase II Notes, respectively. The following balances were recognized upon issuance of the Phase I and Phase II Notes: Phase 1 Phase 2 Total Convertible notes payable $ 40,587 $ 35,973 $ 76,560 Discount, original issuance (20,946 ) (23,982 ) (44,928 ) Premium (Discount), embedded derivative 181 (1,145 ) (964 ) Discount, fair value of preferred units — (2,031 ) (2,031 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Convertible notes payable, net $ 18,023 $ 8,815 $ 26,838 Subsequent Measurement With respect to the Phase I Notes, the holders’ put option is immediately exercisable at the 1.5 times the Notes. Pursuant to ASC 470 -10 Discounts on the Phase II Notes were amortized into interest expense using the effective interest method through the stated maturity date of October At issuance, the annual effective interest rates on the Phase I Notes were in excess of 400%. The Phase II Notes were issued with annual effective interest rates in excess of 1200%. During the year ended December As of December Phase 1 Phase 2 Total Convertible notes payable $ 40,587 $ 35,973 $ 76,560 Discount, original issuance (20,946 ) (23,982 ) (44,928 ) Discount, embedded derivative 181 (1,145 ) (964 ) Discount, fair value of preferred units — (2,031 ) (2,031 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Discount, accumulated amortization 22,564 27,158 49,722 Convertible notes payable, net $ 40,587 $ 35,973 $ 76,560 As of December |
Classes of Members' Capital
Classes of Members' Capital | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Classes of Members'' Capital | 12. Classes of Members’ Capital Pursuant to the Company’s Sixth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), Eos is authorized to issue equity units under four classes of members’ interest: Preferred Units, Common Units, Employee Units, and Service Provider Units. As of December As of June | 12. Classes of Members’ Capital Pursuant to the Company’s Sixth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), Eos is authorized to issue equity units under four classes of members’ interest: Preferred Units, Common Units, Employee Units, and Service Provider Units. As of December As of December |
Contingently Redeemable Preferr
Contingently Redeemable Preferred Units | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Contingently Redeemable Preferred Units | 13. Contingently Redeemable Preferred Units As of June -2020 Pursuant to the LLC Agreement, the rights and privileges of the Preferred Members are as follows: Voting Preferred Members possess substantial decision -making • • • • • • • Preferred Liquidation Preference After payment of the Preferred Liquidation Preference, any remaining proceeds are distributed proportionally to the Common Unit holders. A Company Sale is defined as a sale of Units, sale of Assets, merger, recapitalization, reorganization or otherwise, pursuant to which one or more third parties (other than Voting Members) shall own in excess of fifty percent of the Voting Units or assets of the Company. As of June The occurrence of a Company Sale requires the approval of both the Board of Directors and Preferred Members. Therefore, the liquidation provisions are considered contingent redemption provisions as there are certain elements that are not solely within the control of the Company. Accordingly, the Preferred Units have been presented in the mezzanine section of the consolidated balance sheet. Conversion The Preferred Units are initially convertible on a one -to-one -ratchet -dilution 2019 Bridge Preferred Units As discussed at Note Upon the issuance of 2019 Bridge Preferred Units the down round provision was triggered for the Series C and Series D Preferred Units whereby the conversion price was adjusted from $1.10 and $1.75, respectively to $0.50 per Common Unit, which resulted in approximately 144,200,000 additional Common Units being issuable upon conversion of the Series C and Series D Preferred Units. As the fair value a Common Unit was determined to be less than $0.50 on both 1) the original issuance date of the Series C and Series D Preferred Units and 2) immediately following the issuance of the Bridge Preferred Units, the down round did not trigger a BCF. Therefore, a deemed dividend was not recognized. As of June Preferred Units Units Amount Balance, December 31, 2019 80,707 $ 109,365 Contributions allocated to preferred unit s 3,026 476 Balance, 83,732 $ 109,841 Preferred Units Units Amount Balance, 68,716 $ 105,548 Discount on convertible notes, beneficial conversion feature — 1,799 Contributions allocated to preferred units 800 139 Balance, 69,516 $ 107,486 | 13. Contingently Redeemable Preferred Units As of December Pursuant to the LLC Agreement, the rights and privileges of the Preferred Members are as follows: Voting The following actions require a majority vote of the Preferred Members: • • • • • • • Preferred Liquidation Preference After payment of the Preferred Liquidation Preference, any remaining proceeds are distributed proportionally to the Common Unit holders. A Company Sale is defined as a sale of Units, sale of Assets, merger, recapitalization, reorganization or otherwise, pursuant to which one or more third parties (other than Voting Members) shall own in excess of fifty percent of the Voting Units or assets of the Company. As of December The occurrence of a Company Sale requires the approval of both the Board of Directors and Preferred Members. Therefore, the liquidation provisions are considered contingent redemption provisions as there are certain elements that are not solely within the control of the Company. Accordingly, the Preferred Units have been presented in the mezzanine section of the consolidated balance sheet. Conversion The Preferred Units are initially convertible on a one -to-one -ratchet -dilution 2019 Bridge Preferred Units As discussed at Note Upon the issuance of 2019 Bridge Preferred Units, the down round provision was triggered for the Series C and Series D Preferred Units whereby the conversion price was adjusted from $1.10 and $1.75, respectively to $0.50 per Common Unit, which resulted in approximately 144,200,000 additional Common Units being issuable upon conversion of the Series C and Series D Preferred Units. As the fair value a Common Unit was determined to be less than $0.50 on both 1) the original issuance date of the Series C and Series D Preferred Units and 2) immediately following the issuance of the Bridge Preferred Units, the down round did not trigger a BCF. Therefore, a deemed dividend was not recognized. As of December Preferred Units Units Amount Balance, 50,970 $ 74,776 Contributions 14,367 24,854 Conversion of notes payable 3,379 5,918 Balance, 68,716 $ 105,548 Contributions allocated to preferred units 11,991 2,031 Discount on convertible notes, beneficial conversion feature — 1,786 Balance, 80,707 $ 109,365 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Stock-Based Compensation | 14. Stock-Based Compensation Since 2012, Eos has issued stock options to employees and certain service providers under the 2012 Eos Equity Incentive Plan (“Plan”). In addition to stock options, the Plan provides for the issuance of other forms of stock -based The following table summarizes stock option activity during the six months ended June Units Weighted - Average Weighted-Average (years) Options Outstanding at December 31, 2019 6,815,603 $ 0.90 5.4 Granted 1,250,000 $ 0.50 Cancelled/Forfeited (749,760 ) $ 1.47 Options Outstanding at June 30, 2020 7,315,843 $ 0.74 5.7 Options Exercisable at June 30, 2020 2,963,768 $ 1.04 As of the six months ended June The weighted average assumptions used to determine the fair value of options granted in the six months ended June 2020 2019 Volatility 50.00 % 58.20 % Risk free interest rate 0.49 % 1.89 % Expected life (years) 6.25 6.25 Dividend yield 0 % 0 % The weighted average grant date fair value of all options granted was $0.12 and $0.07 per option for the six months ended June The following table summarizes non -vested Shares Fair Value Non-vested options outstanding at December 31, 2019 3,833,774 $ 1.72 Granted 1,250,000 $ 0.50 Vested (465,459 ) $ 0.50 Exercised — — Forfeited (749,760 ) $ 1.47 Non-vested options outstanding at June 30, 2020 3,868,555 $ 0.55 | 14. Stock-Based Compensation Since 2012, Eos has issued stock options to employees and certain service providers under the 2012 Eos Equity Incentive Plan (“Plan”). In addition to stock options, the Plan provides for the issuance of other forms of stock -based The following table summarizes stock option activity during the years ended December Units Weighted-Average Weighted-Average Options Outstanding at December 31, 2017 3,879,955 $ 1.39 Granted 1,708,806 $ 1.75 Cancelled/Forfeited (331,334 ) $ 1.55 Options Outstanding at December 31, 2018 5,257,427 $ 1.51 2.8 Granted 4,422,114 $ 0.55 Cancelled/Forfeited (2,863,938 ) $ 1.51 Options Outstanding at December 31, 2019 6,815,603 $ 0.87 5.4 Options Exercisable at December 31, 2018 3,303,608 $ 1.33 2.8 Options Exercisable at December 31, 2019 2,356,348 $ 1.31 1.8 As of December The weighted average assumptions used to determine the fair value of options granted in 2019 and 2018 are as follows: 2019 2018 Volatility 58.20 % 62.00 % Risk free interest rate 1.89 % 2.42 % Expected life (years) 6.25 4.5 Dividend yield 0 % 0 % The weighted average grant date fair value of all options granted was $0.07 and $0.12 per option for the years ended December The following table summarizes non -vested Shares Fair Value Non-vested options outstanding at December 31, 2017 828,197 $ 1.49 Granted 1,708,806 $ 1.75 Vested (622,035 ) $ 1.60 Exercised — — Forfeited (93,730 ) $ 1.38 Non-vested options outstanding at December 31, 2018 1,821,239 Granted 4,422,114 $ 0.50 Vested (497,189 ) $ 0.77 Exercised — — Forfeited (1,912,390 ) $ 1.65 Non-vested options outstanding at December 31, 2019 3,833,774 $ 1.72 |
Subsequent Events
Subsequent Events | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
SUBSEQUENT EVENTS | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through March | NOTE 6 — 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. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | |
EOS ENERGY STORAGE, LLC [Member] | |||
SUBSEQUENT EVENTS | 15. Subsequent Events The Company has performed an evaluation of subsequent events through September 10 th On June On September On August th As of September 10 th In early 2020, an outbreak of the novel strain of coronavirus (COVID -19 -19 -party -19 -19 | 15. Subsequent Events The Company has performed an evaluation of subsequent events through September On June On September On August As of September In early 2020, an outbreak of the novel strain of coronavirus (COVID -19 -19 -party -19 -19 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Basis of Presentation | Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10 -Q -K | |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture. Net loss per common share is computed by dividing net gain/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At February | Loss Per Common Share Loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two -class | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short -term | ||
Reconciliation of Income (Loss) Per Common Share | Reconciliation of Income (Loss) Per Common Share The Company’s net loss is adjusted for the portion of income that is attributable to shares of common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months June 30, Six Months June 30, Period June 30, Net loss $ (85,289 ) $ (85,743 ) $ — Less: Loss attributable to common stock subject to possible redemption — — — Adjusted net loss $ (85,289 ) $ (85,743 ) $ — Weighted average shares outstanding, basic and diluted 7,480,788 6,240,394 5,000,000 Basic and diluter loss per common share $ (0.01 ) $ (0.01 ) $ — | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | ||
Class A Common Stock Subject To Possible Redemption | Class A Common Stock Subject To Possible Redemption At discussed in Note | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short -term | ||
Offering Costs | Offering Costs The Company complies with the requirements of the FASB ASC 340 -10-S99-1 | ||
Income Taxes | Income Taxes The Company is included in the consolidated tax return of B. Riley Financial the parent (the “Parent”). The Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made to (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial at December | Income Taxes Prior to the change in ownership on May Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There was no provision for income taxes for the three and six months ended June | |
Unrecognized Tax Benefits | Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of June | ||
Recent Accounting Standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. | |
EOS ENERGY STORAGE, LLC [Member] | |||
Nature of Operations | Nature of Operations Eos Energy Storage, LLC (“Eos” or the “Company”) is a United States based entity that was created on April -developed -lasting -cost -key | Nature of Operations Eos Energy Storage, LLC (“Eos” or the “Company”) is a United States based entity that was created on April -developed -lasting -cost -key | |
Liquidity and Going Concern | Liquidity and Going Concern The Company is in the development stage of its lifecycle and, as such, has no significant history of revenue generating activities. Accordingly, the Company has incurred significant recurring losses, negative working capital, and net operating cash outflows from operations since inception, which is attributable to its higher operating costs relative to its lack of revenue base. Operating expenses consist primarily of costs related to the Company’s sales of their product along with the associated research and development costs, as well as other recurring general and administrative expenses, such as professional fees, rent, and utilities. While management and the Company’s Board of Directors anticipate the Company will eventually exit the development stage by reaching a scale of profitability through the sale of Second Generation Aurora DC Battery Systems (“Gen 2.3”) and other complimentary products, they believe the current stage of the Company’s lifecycle justifies continued investment in the development and launch of product with outside capital at the expense of short -term -19 As of June As disclosed in Note -linked Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to close the SPAC transaction, or issue Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes, management may have to seek other strategic alternatives, which could include, among other things, a sale of the Company, filing of insolvency, or a cessation of the Company’s operations. The accompanying unaudited interim condensed financial statements have been prepared on the basis that the Company will continue to operate as a going -concern | Liquidity and Going Concern The Company is in the development stage of its lifecycle and, as such, has no significant history of revenue generating activities. Accordingly, the Company has incurred significant recurring losses, negative working capital, and net operating cash outflows from operations since inception, which is attributable to its higher operating costs relative to its lack of revenue base. Operating expenses consist primarily of costs related to the Company’s sales of their product along with the associated research and development costs, as well as other recurring general and administrative expenses, such as professional fees, rent, and utilities. While management and the Company’s Board of Directors anticipate the Company will eventually exit the development stage by reaching a scale of profitability through the sale of Second Generation Aurora DC Battery Systems (“Gen 2.3”) and other complimentary products, they believe the current stage of the Company’s lifecycle justifies continued investment in the development and launch of product with outside capital at the expense of short -term -19 As of June As disclosed in Note -linked Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to close the SPAC transaction, or issue Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes, management may have to seek other strategic alternatives, which could include, among other things, a sale of the Company, filing of insolvency, or a cessation of the Company’s operations. The accompanying unaudited interim condensed financial statements have been prepared on the basis that the Company will continue to operate as a going -concern | |
Basis of Presentation | Basis of Presentation The financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). | Basis of Presentation The financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). | |
Concentration of Credit Risk | Concentration of Credit Risk Eos maintains cash balances at FDIC -insured | Concentration of Credit Risk Eos maintains cash balances at FDIC -insured | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments purchased with original maturities of three months or less. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the accompanying condensed financial statements include the valuation of derivatives, the relative fair value allocation of Phase II bridge financing proceeds, the valuation of inventory, and estimated lives used for depreciation and amortization purposes. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the accompanying condensed financial statements include the valuation of derivatives, the relative fair value allocation of Phase II bridge financing proceeds, the valuation of inventory, and estimated lives used for depreciation and amortization purposes. | |
Income Taxes and Deferred Taxes | Income Taxes and Deferred Taxes Eos complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. Eos recognizes deferred tax assets only to the extent that management concludes these assets are more -likely-than-not -likely-than-not -planning Eos recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. Eos records uncertain tax positions in accordance with ASC 740 on the basis of a two -step -likely-than-not -likely-than-not -likely-than-not | ||
Impairment of Long - Lived Assets | Impairment of Long — Lived Assets The Company reviews its long -lived -lived -lived -lived | ||
Intangible Assets | Intangible Assets Intangible assets are stated at their historical cost and amortized on a straight -line | ||
Property and Equipment | Property and Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed on the straight -line -line | ||
Risks and Uncertainties | Risks and Uncertainties Eos holds several product patents, which if infringed upon, could result in significant expenses to defend. If Eos is unable to protect its intellectual property, it could have a significant impact on operations. | Risks and Uncertainties Eos holds several product patents, which if infringed upon, could result in significant expenses to defend. If Eos is unable to protect its intellectual property, it could have a significant impact on operations. | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenue is earned from the sales, installation, and commissioning of energy storage systems and is derived from customer contracts. Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer, when or as the Company’s performance obligations are satisfied. For product sales of energy storage systems, the Company’s performance obligations are satisfied at the point in time when the customer obtains control of the system, which is either upon delivery of the goods at the customer’s designated location or upon the customer’s acceptance of the product after commissioning and testing at the customer’s site, depending on the specific terms of the respective contract with the customer. In addition, the corresponding installation and commissioning services related to the systems are performance obligations satisfied over time as the respective services are performed, based on an input measure of progress as labor costs relating to the installation and commissioning services are incurred. Further, extended warranties are offered by the Company and are identified as performance obligations that are satisfied over time, based on a time -elapsed The Company may enter into sales contracts that provide for performance obligations in addition to the sale of the product, including performance guarantees and service obligations. Under these sales contracts, transaction price is allocated to the various performance obligation based on the relative stand -alone -alone | Revenue from Contracts with Customers Revenue is earned from the sales, installation, and commissioning of energy storage systems and is derived from customer contracts. Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer, when or as the Company’s performance obligations are satisfied. For product sales of energy storage systems, the Company’s performance obligations are satisfied at the point in time when the customer obtains control of the system, which is either upon delivery of the goods at the customer’s designated location or upon the customer’s acceptance of the product after commissioning and testing at the customer’s site, depending on the specific terms of the respective contract with the customer. In addition, the corresponding installation and commissioning services related to the systems are performance obligations satisfied over time as the respective services are performed, based on an input measure of progress as labor costs relating to the installation and commissioning services are incurred. Further, extended warranties are offered by the Company and are identified as performance obligations that are satisfied over time, based on a time -elapsed The Company may enter into sales contracts that provide for performance obligations in addition to the sale of the product, including performance guarantees and service obligations. Under these sales contracts, transaction price is allocated to the various performance obligation based on the relative stand -alone -alone | |
Royalty Revenue | Royalty Revenue The Company receives sales -based | Royalty Revenue The Company receives sales -based | |
Product Warranty | Product Warranty Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a standard warranty for a period of one to two years, commencing upon commissioning. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Extended warranties are identified as performance obligations in the Company’s contracts with customers, and are discussed as part of revenue from contracts with customers. Costs incurred in satisfying the Company’s performance obligations with respect to extended warranties are recognized as expenses when incurred. | Product Warranty Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a standard warranty for a period of one to two years, commencing upon commissioning. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Extended warranties are identified as performance obligations in the Company’s contracts with customers, and are discussed as part of revenue from contracts with customers. Costs incurred in satisfying the Company’s performance obligations with respect to extended warranties are recognized as expenses when incurred. | |
Government Grants | Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. Once the expenses are approved by the government agencies the Company records the grant receivable and related grant revenue. | ||
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred, which include materials, supplies, salaries, benefits and other costs related to research, development and testing of products. | ||
Rent Expense | Rent Expense The Company records rent expense on a straight -line | ||
Accounts Receivable | Accounts Receivable The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for doubtful accounts. As of December | ||
Inventory | Inventory Inventories are stated at the lower of cost, which approximates cost determined on a first -in -out The Company evaluates its ending inventories for excess quantities and obsolescence. Inventories that management considers excess or obsolete are reserved. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. | ||
Investment in unconsolidated joint venture | Investment in unconsolidated joint venture The Company accounts for its investment in its unconsolidated joint venture using the equity method of accounting as it has been determined that the Company has the ability to exercise significant influence and is not otherwise required to consolidate. All significant decisions require unanimous consent of both joint venture members. Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s income or loss. The Company reviews its investments for other -than-temporary | ||
Stock-Based Compensation | Stock-Based Compensation Stock -based -Scholes -line | ||
Segments | Segments The Company’s chief operating decision -maker | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and notes payable — related party. Accounting standards establish a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The carrying value of cash and cash equivalents, grants receivable, and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. The fair value of both the Company’s convertible notes payable — related party (the “Convertible Notes”) and the embedded derivative liability are classified within Level 3 of the fair value hierarchy. The estimated future cash flows of the Convertible Notes were discounted using a discount rate derived from an appropriate risk -free The fair value of the embedded derivatives are determined using valuation techniques that require the use of assumptions concerning the amount and timing of future cash flows, discount rates, and probability of future events and redemption dates that are beyond management’s control. As of December As of December Refer to Note 11 for further discussion of the convertible notes payable — related party and the embedded derivatives. | ||
Recent Accounting Standards | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016 -02 Leases In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses Measurement of Credit Losses on Financial Instruments -13 -useful | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016 -02 Leases In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses Measurement of Credit Losses on Financial Instruments -13 -useful |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per share | Three Months June 30, Six Months June 30, Period June 30, Net loss $ (85,289 ) $ (85,743 ) $ — Less: Loss attributable to common stock subject to possible redemption — — — Adjusted net loss $ (85,289 ) $ (85,743 ) $ — Weighted average shares outstanding, basic and diluted 7,480,788 6,240,394 5,000,000 Basic and diluter loss per common share $ (0.01 ) $ (0.01 ) $ — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - EOS ENERGY STORAGE, LLC [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of liabilities from contracts with customers | June 30, December 31, June 30, December 31, Contract liabilities $ 327 $ 300 $ 817 $ 718 | December 31, December 31, January 1, Contract liabilities $ 300 $ 718 $ 660 |
Schedule of estimated revenue expected to be recognized in the future related to performance obligations | June 30, 2020 Remaining 2021 2022 2023 Thereafter Product Revenue $ 327 $ 0 $ 0 $ 0 $ 0 | December 31, 20 2020 2021 2022 2023 Thereafter Product Revenue $ 300 $ 0 $ 0 $ 0 $ 0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Schedule of property and equipment | June 30, December 31, Useful lives Equipment $ 6,747 $ 5,910 5 – 10 years Capital lease 201 201 5 years Furniture 141 125 5 – 10 years Leasehold Improvements 2,731 2,732 Lesser of useful life/remaining lease Tooling 493 150 2 – 3years Total 10,313 9,118 Less: Accumulated Depreciation and Amortization (4,536 ) (3,802 ) $ 5,777 $ 5,316 | 2019 2018 Useful lives Equipment $ 5,910 $ 9,438 5 – 10 years Capital lease 201 225 5 years Furniture 125 186 5 – 10 years Leasehold Improvements 2,732 3,130 Lesser of useful life/remaining lease Construction in progress — 50 Tooling 150 907 2 – 3 years Total 9,118 13,936 Less: Accumulated Depreciation and Amortization (3,802 ) (7,394 ) $ 5,316 $ 6,542 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Schedule of future amortization expense of intangible assets | Remainder of 2020 $ 20 2021 40 2022 40 2023 40 2024 40 Thereafter 160 $ 340 | 2020 $ 40 2021 40 2022 40 2023 40 2024 40 Thereafter 160 $ 360 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Schedule of future minimum lease commitments | Operating Capital Remainder of 2020 $ 316 $ 8 2021 685 13 2022 755 4 2023 825 — 2024 895 — Later years 1,644 — Total minimum lease payments $ 5,120 $ 25 Less amounts representing interest 5 Present value of minimum lease payments $ 20 | Operating Capital 2020 $ 614 $ 13 2021 685 13 2022 755 4 2023 825 — 2024 895 — Later years 1,644 — Total minimum lease payments $ 5,418 $ 30 Less amounts representing interest 5 Present value of minimum lease payments $ 25 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) - EOS ENERGY STORAGE, LLC [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of convrtible notes recognized upon issuance | December 31, 2019 June 30, Total Phase I Phase II Convertible notes payable $ 40,587 $ 35,973 $ 9,077 $ 85,637 Discount, original issuance (20,946 ) (23,982 ) (6,051 ) (50,979 ) Premium (discount), embedded derivative 181 (1,145 ) (199 ) (1,163 ) Discount, fair value of preferred units — (2,031 ) (469 ) (2,500 ) Discount, beneficial conversion features (1,799 ) — — (1,799 ) Convertible notes payable, net $ 18,023 $ 8,815 $ 2,358 $ 29,196 | Phase 1 Phase 2 Total Convertible notes payable $ 40,587 $ 35,973 $ 76,560 Discount, original issuance (20,946 ) (23,982 ) (44,928 ) Premium (Discount), embedded derivative 181 (1,145 ) (964 ) Discount, fair value of preferred units — (2,031 ) (2,031 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Convertible notes payable, net $ 18,023 $ 8,815 $ 26,838 |
Schedule of balances attributable to convertible notes payable | Phase I Phase II June 30, Convertible notes payable $ 40,587 $ 45,049 $ 85,636 Discount, original issuance (20,946 ) (30,033 ) (50,979 ) Premium (discount), embedded derivative 181 (1,344 ) (1,163 ) Discount, fair value of preferred units (2,500 ) (2,500 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Discount, accumulated amortization 22,564 33,877 56,441 Convertible notes payable, net $ 40,587 $ 45,049 $ 85,636 Phase I Phase II December 31, Convertible notes payable $ 40,587 $ 35,973 $ 76,560 Discount, original issuance (20,946 ) (23,982 ) (51,040 ) Premium (discount), embedded derivative 181 (1,145 ) (964 ) Discount, fair value of preferred units — (2,031 ) (2,031 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Discount, accumulated amortization 26,564 27,158 49,722 Convertible notes payable, net $ 40,587 $ 35,973 $ 76,560 | Phase 1 Phase 2 Total Convertible notes payable $ 40,587 $ 35,973 $ 76,560 Discount, original issuance (20,946 ) (23,982 ) (44,928 ) Discount, embedded derivative 181 (1,145 ) (964 ) Discount, fair value of preferred units — (2,031 ) (2,031 ) Discount, beneficial conversion features (1,799 ) — (1,799 ) Discount, accumulated amortization 22,564 27,158 49,722 Convertible notes payable, net $ 40,587 $ 35,973 $ 76,560 |
Contingently Redeemable Prefe_2
Contingently Redeemable Preferred Units (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
EOS ENERGY STORAGE, LLC [Member] | ||
Schedule of activity attributable to the preferred units | Preferred Units Units Amount Balance, December 31, 2019 80,707 $ 109,365 Contributions allocated to preferred unit s 3,026 476 Balance, 83,732 $ 109,841 Preferred Units Units Amount Balance, 68,716 $ 105,548 Discount on convertible notes, beneficial conversion feature — 1,799 Contributions allocated to preferred units 800 139 Balance, 69,516 $ 107,486 | Preferred Units Units Amount Balance, 50,970 $ 74,776 Contributions 14,367 24,854 Conversion of notes payable 3,379 5,918 Balance, 68,716 $ 105,548 Contributions allocated to preferred units 11,991 2,031 Discount on convertible notes, beneficial conversion feature — 1,786 Balance, 80,707 $ 109,365 |
Income Taxes (Tables)
Income Taxes (Tables) - EOS ENERGY STORAGE, LLC [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Income tax expense (benefit) | 2019 2018 Current expense (benefit): U.S. federal $ — $ — U.S. state and local — — Total current income tax (benefit) provision — — Deferred expense (benefit): U.S. federal $ — $ — U.S. state and local — — Total deferred income tax (benefit) provision — — Total income tax (benefit) provision $ — $ — |
Schedule of reconciliation of our income tax rate computed using the federal statutory rate to our actual income tax rate | 2019 2018 Income (loss) before income taxes $ (79,483 ) $ (28,498 ) Statutory U.S. federal income tax (21%) (16,691 ) (5,985 ) State and local income tax 1,548 768 Disallowed interest expense 11,903 — Federal R&D credit (1,002 ) (1,065 ) Valuation allowance 4,215 6,276 Other 27 6 Total income tax expense — — Effective tax rate 0 % 0 % |
Schedule of net deferred tax assets | 2019 2018 Deferred tax assets: NOL carryforwards $ 30,540 $ 26,858 Tax credit carryforwards 4,346 4,390 Employee compensation 187 211 Accruals and reserves 543 136 Organizational costs 194 24 Deferred tax assets, gross $ 35,810 31,619 Valuation allowance $ (34,773 ) (30,558 ) Total deferred tax assets, net $ 1,037 $ 1,061 Deferred tax liabilities: Fixed assets (1,010 ) (1,061 ) Investment in partnership (27 ) — Deferred tax liabilities (1,037 ) (1,061 ) Total deferred tax asset (liability) $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) - EOS ENERGY STORAGE, LLC [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of stock option activity | Units Weighted - Average Weighted-Average (years) Options Outstanding at December 31, 2019 6,815,603 $ 0.90 5.4 Granted 1,250,000 $ 0.50 Cancelled/Forfeited (749,760 ) $ 1.47 Options Outstanding at June 30, 2020 7,315,843 $ 0.74 5.7 Options Exercisable at June 30, 2020 2,963,768 $ 1.04 | Units Weighted-Average Weighted-Average Options Outstanding at December 31, 2017 3,879,955 $ 1.39 Granted 1,708,806 $ 1.75 Cancelled/Forfeited (331,334 ) $ 1.55 Options Outstanding at December 31, 2018 5,257,427 $ 1.51 2.8 Granted 4,422,114 $ 0.55 Cancelled/Forfeited (2,863,938 ) $ 1.51 Options Outstanding at December 31, 2019 6,815,603 $ 0.87 5.4 Options Exercisable at December 31, 2018 3,303,608 $ 1.33 2.8 Options Exercisable at December 31, 2019 2,356,348 $ 1.31 1.8 |
Schedule of weighted average fair value of options granted | 2020 2019 Volatility 50.00 % 58.20 % Risk free interest rate 0.49 % 1.89 % Expected life (years) 6.25 6.25 Dividend yield 0 % 0 % | 2019 2018 Volatility 58.20 % 62.00 % Risk free interest rate 1.89 % 2.42 % Expected life (years) 6.25 4.5 Dividend yield 0 % 0 % |
Schedule of non-vested stock option activity | Shares Fair Value Non-vested options outstanding at December 31, 2019 3,833,774 $ 1.72 Granted 1,250,000 $ 0.50 Vested (465,459 ) $ 0.50 Exercised — — Forfeited (749,760 ) $ 1.47 Non-vested options outstanding at June 30, 2020 3,868,555 $ 0.55 | Shares Fair Value Non-vested options outstanding at December 31, 2017 828,197 $ 1.49 Granted 1,708,806 $ 1.75 Vested (622,035 ) $ 1.60 Exercised — — Forfeited (93,730 ) $ 1.38 Non-vested options outstanding at December 31, 2018 1,821,239 Granted 4,422,114 $ 0.50 Vested (497,189 ) $ 0.77 Exercised — — Forfeited (1,912,390 ) $ 1.65 Non-vested options outstanding at December 31, 2019 3,833,774 $ 1.72 |
Organization and Nature of Bu_2
Organization and Nature of Business Operations (Details) - USD ($) | Jun. 24, 2020 | May 22, 2020 | Feb. 04, 2020 | Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization and Nature of Business Operations (Textual) | ||||||
Public Offering price | 2,625,000 | |||||
Sponsor and note payable description | On February 4, 2020, the Sponsor agreed to loan the Company up to $300,000 (see note 4) to support the Company’s initial formation and operations. | On February 4, 2020, the Sponsor agreed to loan the Company up to $300,000 (see Note 3) to support the Company's initial formation and operations. 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 Placement. | ||||
Sponsor and proposed financing, description | The Company’s ability to commence meaningful operations and finance its Initial Business Combination is contingent upon obtaining adequate financial resources through the proposed $175,000,000 ($201,250,000 if the underwriters’ over-allotment is exercised in full) initial public offering of Units (as defined below) (Note 3). Upon the closing of the Proposed Offering and the Private Placement, $176,750,000 (or $203,262,500 if the underwriters’ over-allotment option is exercised in full — Note 3) will be held in a trust account (the “Trust Account”) (discussed below). | |||||
Public offering | $ 175,000,000 | |||||
Obligation to redeem percentage | 100.00% | |||||
Public offering period | 18 months | |||||
Interest paid | $ 100,000 | |||||
Tangible assets | $ 5,000,001 | |||||
Aggregate shares | 2,500,000 | |||||
Aggregate units | $ 10 | |||||
Aggregate purchase price | $ 25,000,000 | |||||
Trust account balance | 176,761,388 | |||||
Trust account, description | The proceeds to be held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Proposed Offering held outside the Trust Account, which will be approximately $500,000 in working capital after the payment of approximately $750,000 in expenses relating to the proposed Offering, and any loans or additional investments from the Sponsor, members of the Company’s management team or any of their respective affiliates or other third parties. Except 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 proceeds from the Proposed Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered 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 within 18 months from the closing of the Proposed Offering; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Proposed 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 Company’s public stockholders. | |||||
Net of tangible assets | $ 5,000,001 | |||||
Dissolution expenses | 100,000 | |||||
Cost of energy storage | $ 290,000,000 | 50,000 | ||||
Cash | $ 50,000 | $ 496,557 | ||||
Transaction cost of energy | 225,000,000 | |||||
Class A Common Stock | ||||||
Organization and Nature of Business Operations (Textual) | ||||||
Offering price | $ 11.50 | |||||
Offering price | $ 11.50 | |||||
Commonn stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | ||||||
Organization and Nature of Business Operations (Textual) | ||||||
Sale of units | 17,500,000 | |||||
Offering price | $ 10 | |||||
Purchase of aggregate units | $ 650,000 | |||||
Offering price | $ 10 | |||||
Gross proceeds | $ 175,000,000 | |||||
Underwriting commissions | 3,500,000 | |||||
Offering costs | 476,189 | |||||
Private Placement [Member] | ||||||
Organization and Nature of Business Operations (Textual) | ||||||
Gross proceeds | 6,500,000 | |||||
Public offering | 1,284,805 | |||||
Note Payable to Sponsor | 100,000 | |||||
Offering costs payment | $ 476,189 | |||||
Additional equity fund | $ 50,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | |
Jun. 30, 2019 | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | ||
Summary of Significant Accounting Policies [Abstract] | ||||||
Net loss | $ (47) | $ (85,289) | $ (85,743) | $ (278) | ||
Less: Loss attributable to common stock subject to possible redemption | ||||||
Adjusted net loss | $ (85,289) | $ (85,743) | ||||
Weighted average shares outstanding, basic and diluted | [1] | 5,000,000 | 7,480,788 | 6,240,394 | ||
Basic and diluter loss per common share | $ (0.01) | $ (0.01) | ||||
[1] | Excludes an aggregate of up to 17,074,119 shares subject to possible redemption. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
May 22, 2020 | Feb. 29, 2020 | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | [1] | Jun. 30, 2019 | Jun. 04, 2019 | Jun. 02, 2019 | [2] | |||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Common stock, shares, issued | 10,000 | ||||||||||||||||
Insurance coverage | $ 250,000 | ||||||||||||||||
Public Offering | $ 476,189 | 476,189 | |||||||||||||||
Underwriter discount | 3,500,000 | ||||||||||||||||
Tangible assets | 5,000,001 | 5,000,001 | |||||||||||||||
Stock split, description | The Company completed a stock split of 1 to 575 shares of Class B common stock, resulting in 5,750,000 shares of Class B common stock issued and outstanding. | ||||||||||||||||
Federal depository insurance coverage | $ 250,000 | ||||||||||||||||
Total assets | 50,001 | 177,515,829 | 177,515,829 | $ 1 | |||||||||||||
Total cash and cash equivalents | 50,000 | 496,557 | 496,557 | ||||||||||||||
Total liabilities | 50,325 | 78,038 | 78,038 | 278 | |||||||||||||
Contingently redeemable preferred stock | |||||||||||||||||
Total members deficit | $ (324) | 5,000,006 | 5,000,006 | (277) | [1] | $ (731) | $ 1 | $ 1 | |||||||||
EOS ENERGY STORAGE, LLC [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Total assets | 9,312,000 | 9,312,000 | 13,057,000 | $ 15,046,000 | |||||||||||||
Total cash and cash equivalents | 920,000 | 920,000 | 862,000 | 5,498,000 | |||||||||||||
Total liabilities | 98,369,000 | 98,369,000 | 87,414,000 | 13,872,000 | |||||||||||||
Convertible notes payable | 85,636,000 | 85,636,000 | 76,559,000 | 2,350,000 | |||||||||||||
Contingently redeemable preferred stock | 109,841,000 | 109,841,000 | 109,365,000 | ||||||||||||||
Total members deficit | $ (198,898,000) | $ (198,898,000) | $ (183,722,000) | (104,374,000) | |||||||||||||
Business combination, description | The Company entered into a letter of intent dated June 24, 2020 to merge with B. Riley Principal Merger Corp. II (“BMRG II”). BMRG II is a special acquisition company (“SPAC”) incorporated 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 “SPAC transaction”). The SPAC transaction is currently expected to close in October 2020 and would allow all holders of the Company’s equity and equity-linked securities to receive a combination of common stock of the continuing public company, which will be a wholly owned subsidiary of BMRG II. Accordingly, as part of the closing of the SPAC transaction, the Company currently expects substantially all the total amounts owed on the Company’s outstanding convertible notes will be converted into shares of the continuing public company. The merger would result in a net increase in cash to the Company of between approximately $66.4 million, assuming maximum shareholder redemptions permitted under the Business Combination Agreement, and $212.3 million, assuming minimum shareholder redemption, for which management plans to use to, among other things, fund the Company’s obligations as they become due. While management believes they will be able to close the SPAC transaction in the fourth quarter of 2020, no assurance can be provided that such transaction will close or on terms that are acceptable to the Company. If the Company is unable to close the SPAC transaction, management plans to obtain additional outside capital to fund the Company’s current cost structure through the issuance of Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes to, among other things, extend the current amounts owed to future periods. While management believes they would be able to issue Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes in the event the SPAC transaction fails to close, no assurance can be provided that such issuance and modification will occur or on terms that are acceptable to the Company. | The Company entered into a letter of intent dated June 24, 2020 to merge with B. Riley Principal Merger Corp. II (“BMRG II”). BMRG II is a special acquisition company (“SPAC”) incorporated 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 “SPAC transaction”). The SPAC transaction is currently expected to close in the fourth quarter of 2020 and would allow all holders of the Company’s equity and equity-linked securities to receive a combination of common stock of the continuing public company, which will be a wholly owned subsidiary of BMRG II. Accordingly, as part of the closing of the SPAC transaction, the Company currently expects substantially all the total amounts owed on the Company’s outstanding convertible notes will be converted into shares of the continuing public company. The merger would result in a net increase in cash to the Company of between approximately $66.4 million, assuming maximum shareholder redemptions permitted under the Business Combination Agreement, and $212.3 million, assuming minimum shareholder redemption, for which management plans to use to, among other things, fund the Company’s obligations as they become due. While management believes they will be able to close the SPAC transaction in October 2020, no assurance can be provided that such transaction will close or on terms that are acceptable to the Company. If the Company is unable to close the SPAC transaction, management plans to obtain additional outside capital to fund the Company’s current cost structure through the issuance of Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes to, among other things, extend the current amounts owed to future periods. While management believes they would be able to issue Series E Preferred shares and modify the terms of the Company’s outstanding convertible notes in the event the SPAC transaction fails to close, no assurance can be provided that such issuance and modification will occur or on terms that are acceptable to the Company. | |||||||||||||||
Impairment of long - lived assets | $ 1,590,000 | 1,441,000 | |||||||||||||||
Convertible notes payable related party | 65,942,000 | 1,000,000 | |||||||||||||||
Fair value of convertible notes payable related party | 76,559,000 | $ 2,350,000 | |||||||||||||||
Fair value of the embedded derivative liability | $ 1,618,000 | ||||||||||||||||
IPO [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Sale of units | 17,500,000 | ||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Common stock, shares, issued | 5,750,000 | 5,750,000 | 4,375,000 | 4,375,000 | 4,375,000 | ||||||||||||
Common stock, shares, outstanding | 5,750,000 | 5,750,000 | 4,375,000 | 4,375,000 | 4,375,000 | ||||||||||||
Stock split | 1 to 575 | ||||||||||||||||
Purchase shares | |||||||||||||||||
Total members deficit | $ 575 | $ 437 | $ 437 | $ 575 | [1] | 575 | 575 | 575 | |||||||||
Class A Common Stock [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Common stock, shares, issued | 1,075,881 | 1,075,881 | |||||||||||||||
Common stock, shares, outstanding | 1,075,881 | 1,075,881 | |||||||||||||||
Purchase shares | 17,500,000 | 17,500,000 | [1] | ||||||||||||||
Total members deficit | $ 108 | [1] | $ 108 | [1] | [1] | [1] | |||||||||||
Class A Common Stock [Member] | Private Placement [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Purchase shares | 9,075,000 | ||||||||||||||||
[1] | Includes an aggregate of 750,000 shares that are subject to forfeiture to the extent that the underwriter's over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 stock split and reclassification for each share outstanding (Note 4). | ||||||||||||||||
[2] | Includes an aggregate of 656,250 shares that are subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full (Note 4). On February 3, 2020, the Company conducted a 1:575 shares for each share outstanding (Note 4). |
Public Offering (Details)
Public Offering (Details) - $ / shares | 2 Months Ended | ||
Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Numbre of public offeing shares | 17,500,000 | ||
Public offering price per share | $ 10 | ||
Aggregate of sponsor purchased share | 650,000 | ||
Over-allotment option to underwritters | 728,750 | ||
Private placement unit per share | $ 10 | ||
Expecting to pay underwriting commissions | 2.00% | ||
Stock option to purchse pro rata basis | 2,625,000 | ||
Business combination marketing agreement, description | The Company will pay B. Riley Securities, 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 Proposed Offering (exclusive of any applicable finders’ fees which might become payable) ($6,125,000 or up to $7,043,750 if the underwriters’ over-allotment option is exercised in full). 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. | ||
Class A Common Stock | |||
Commonn stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Price per share | $ 11.50 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jan. 02, 2018 |
EOS ENERGY STORAGE, LLC [Member] | |||||
Contract liabilities | $ 327,000 | $ 300,000 | $ 817,000 | $ 718,000 | $ 660,000 |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Product Revenue | $ 211,000 | $ 496,000 | ||
2020 [Member] | ||||
Product Revenue | 327,000 | 300,000 | ||
2021 [Member] | ||||
Product Revenue | 0 | 0 | ||
2022 [Member] | ||||
Product Revenue | 0 | 0 | ||
2023 [Member] | ||||
Product Revenue | 0 | 0 | ||
Thereafter [Member] | ||||
Product Revenue | $ 0 | $ 0 |
Revenue Recognition (Details Te
Revenue Recognition (Details Textual) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition (Textual) | ||||
Contract liabilities increased/decreased | $ 27,000 | $ 99,000 | $ 418,000 | $ 58,000 |
Recognized of revenue | $ 0 | $ 0 | $ 58,000 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
EOS ENERGY STORAGE, LLC [Member] | |||
Inventory (Textual) | |||
Inventories | $ 0 | $ 0 | $ 801,000 |
Property and Equipment (Details
Property and Equipment (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 10,313,000 | $ 9,118,000 | $ 13,936,000 |
Less: Accumulated Depreciation and Amortization | (4,536,000) | (3,802,000) | (7,394,000) |
Property and equipment, net | 5,777,000 | 5,316,000 | 6,542,000 |
Equipment [Member] | |||
Total | $ 6,747,000 | $ 5,910,000 | 9,438,000 |
Equipment [Member] | Minimum [Member] | |||
Useful lives | 5 years | 5 years | |
Equipment [Member] | Maximum [Member] | |||
Useful lives | 10 years | 10 years | |
Capital lease [Member] | |||
Total | $ 201,000 | $ 201,000 | 225,000 |
Useful lives | 5 years | 5 years | |
Furniture [Member] | |||
Total | $ 141,000 | $ 125,000 | 186,000 |
Furniture [Member] | Minimum [Member] | |||
Useful lives | 5 years | 5 years | |
Furniture [Member] | Maximum [Member] | |||
Useful lives | 10 years | 10 years | |
Leasehold Improvements [Member] | |||
Total | $ 2,731,000 | $ 2,732,000 | 3,130,000 |
Useful lives, property and equipment | Lesser of useful life/remaining lease | Lesser of useful life/remaining lease | |
Tooling [Member] | |||
Total | $ 493,000 | $ 150,000 | 907,000 |
Tooling [Member] | Minimum [Member] | |||
Useful lives | 2 years | ||
Useful lives, property and equipment | 2 years | ||
Tooling [Member] | Maximum [Member] | |||
Useful lives | 3 years | ||
Useful lives, property and equipment | 3 years | ||
Construction in progress [Member] | |||
Total | $ 50,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
EOS ENERGY STORAGE, LLC [Member] | ||||
Property and Equipment (Textual) | ||||
Depreciation and amortization expense | $ 730,000 | $ 1,064,000 | $ 2,083,000 | $ 2,417,000 |
Intangible Assets (Details)
Intangible Assets (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Remainder of 2020 | $ 20,000 | $ 40,000 |
2021 | 40,000 | 40,000 |
2022 | 40,000 | 40,000 |
2023 | 40,000 | 40,000 |
2024 | 40,000 | 40,000 |
Thereafter | 160,000 | 160,000 |
Intangible Assets Amortization Expense | $ 340,000 | $ 360,000 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | ||||
Intangible assets | $ 340,000 | $ 360,000 | $ 400,000 | |
Amortization expenses | 20,000 | $ 20,000 | 40,000 | $ 0 |
Patents [Member] | ||||
Intangible Assets (Textual) | ||||
Intangible assets | $ 400,000 | $ 400,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Feb. 14, 2020 | Feb. 03, 2020 | May 19, 2020 | Apr. 21, 2020 | Feb. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | Jun. 04, 2019 |
Stockholder's Equity (Textual) | |||||||||
Shares are subject to forfeiture | 656,250 | 750,000 | |||||||
Founder shares | 80,000 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Stock split | 1:575 | ||||||||
Common stock, shares, issued | 10,000 | ||||||||
Preferred stock, shares issued | |||||||||
Preferred stock shares outstanding | |||||||||
Class A Common Stock | |||||||||
Stockholder's Equity (Textual) | |||||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 1,000,000 | |||||
Common stock shares outstanding | 1,075,881 | ||||||||
Common stock, shares, issued | 1,075,881 | ||||||||
Common Class B [Member] | |||||||||
Stockholder's Equity (Textual) | |||||||||
Common stock shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 4,375,000 | 4,375,000 | 5,750,000 | ||||
Shares are subject to forfeiture | 656,250 | 750,000 | 656,250 | ||||||
Sponsor for cancellation | 718,750 | ||||||||
Total shares | 5,031,250 | ||||||||
Forfeiture shares | 656,250 | ||||||||
Number of shares description | There were 18,150,000 shares of Class A common stock issued and outstanding. | ||||||||
Common stock, shares, issued | 5,750,000 | 5,750,000 | 4,375,000 | 4,375,000 | 5,750,000 | ||||
Private Placement [Member] | |||||||||
Stockholder's Equity (Textual) | |||||||||
Warrants for redemption, description | The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. | ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period"); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |||||||
Number of shares description | The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, 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. | The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 18-month time period. |
Fair Value Instruments (Details
Fair Value Instruments (Details) | Jun. 30, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Instruments (Textual) | |
Marketable securities | $ 176,761,388 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Details) - EOS ENERGY STORAGE, LLC [Member] | Aug. 31, 2019USD ($) |
Investment in unconsolidated joint venture (Textual) | |
Financial commitment | $ 4,100,000 |
Ownership interest, percent | 49.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Operating | ||
Remainder of 2020 | $ 316,000 | $ 614,000 |
2021 | 685,000 | 685,000 |
2022 | 755,000 | 755,000 |
2023 | 825,000 | 825,000 |
2024 | 895,000 | 895,000 |
Later years | 1,644,000 | 1,644,000 |
Total minimum lease payments | 5,120,000 | 5,418,000 |
Capital | ||
Remainder of 2020 | 8,000 | 13,000 |
2021 | 13,000 | 13,000 |
2022 | 4,000 | 4,000 |
2023 | ||
2024 | ||
Later years | ||
Total minimum lease payments | 25,000 | 30,000 |
Less amounts representing interest | 5,000 | 5,000 |
Present value of minimum lease payments | $ 20,000 | $ 25,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease commitments Description | On June 24, 2016, Eos entered into a long-term non-cancelable, operating lease for 45,000 sq. ft. of space for its current headquarters facility in Edison, New Jersey. On April 26, 2017, Eos entered into a lease for an additional 18,000 sq. ft. of adjoining space. These leases expire in September 2026 with renewal options up to 2036. Further, these leases require monthly rent payments along with executory costs, which include real estate taxes, repairs, maintenance, and insurance. In addition, the terms of the leases contain cost escalations of approximately 10% annually. The Company also has certain non-cancelable capital lease agreements for office equipment. | On June 24, 2016, Eos entered into a long-term non-cancelable operating lease for 45,000 sq. ft. of space for its current headquarters facility in Edison, New Jersey. On April 26, 2017, Eos entered into a lease for an additional 18,000 sq. ft. of adjoining space. These leases expire in September 2026 with renewal options up to 2036. Further, these leases require monthly rent payments along with executory costs, which include real estate taxes, repairs, maintenance, and insurance. In addition, the terms of the leases contain cost escalations of approximately 10% annually. The Company also has certain non-cancelable capital lease agreements for office equipment. | ||
Rent expense | $ 369,000 | $ 380,000 | $ 930,000 | $ 1,007,000 |
Cost of goods sold | 0 | 102,000 | 102,000 | 528,000 |
Research and development expenses | 430,000 | 0 | 430,000 | 0 |
General and administrative expenses | $ 99,000 | $ 74,000 | $ 398,000 | $ 479,000 |
Modification to the Terms of _2
Modification to the Terms of the Offering (Details) | 1 Months Ended |
May 19, 2020 | |
Modification to the Terms of the Offering (Textual) | |
Modification, description | The size of the transaction was modified to 17,500,000 Units at an offering price of $10.00 per Unit. As a result, on May 19, 2020 the Sponsor returned 718,750 shares of Class B common stock to Company for cancellation. As a result of the modified terms and execution of the underwriting agreement on May 19, 2020 the financial statements have been modified to reflect the final terms of the agreement, see Note 1, Note 3, and Note 4. |
Grant Expense, Net (Details)
Grant Expense, Net (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Grant Expense, Net (Textual) | |||
Grant expense, gross | $ 7,000,000 | $ 7,000,000 | |
Grant expense, net | 609,000 | (469,000) | $ 1,418,000 |
Grant income | 209,000 | 984,000 | 1,821,000 |
Grant costs | 818,000 | 515,000 | 3,239,000 |
Grant receivable | 114,000 | 326,000 | 678,000 |
Received payments | $ 4,743,000 | $ 3,209,000 | $ 2,244,000 |
Income Taxes (Details)
Income Taxes (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current expense (benefit): | ||
U.S. federal | ||
U.S. state and local | ||
Total current income tax (benefit) provision | ||
Deferred expense (benefit): | ||
U.S. federal | ||
U.S. state and local | ||
Total deferred income tax (benefit) provision | ||
Total income tax (benefit) provision |
Income Taxes (Details 1)
Income Taxes (Details 1) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income (loss) before income taxes | $ (79,483,000) | $ (28,498,000) |
Statutory U.S. federal income tax (21%) | (16,691,000) | (5,985,000) |
State and local income tax | 1,548,000 | 768,000 |
Disallowed interest expense | 11,903,000 | |
Federal R&D credit | (1,002,000) | (1,065,000) |
Valuation allowance | 4,215,000 | 6,276,000 |
Other | 27,000 | 6,000 |
Total income tax expense | ||
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
NOL carryforwards | $ 30,540,000 | $ 26,858,000 |
Tax credit carryforwards | 4,346,000 | 4,390,000 |
Employee compensation | 187,000 | 211,000 |
Accruals and reserves | 543,000 | 136,000 |
Organizational costs | 194,000 | 24,000 |
Deferred tax assets, gross | 35,810,000 | 31,619,000 |
Valuation allowance | (34,773,000) | (30,558,000) |
Total deferred tax assets, net | 1,037,000 | 1,061,000 |
Deferred tax liabilities: | ||
Fixed assets | (1,010,000) | (1,061,000) |
Investment in partnership | (27,000) | |
Deferred tax liabilities | (1,037,000) | (1,061,000) |
Total deferred tax asset (liability) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss before income taxes | $ (47) | $ (85,289) | $ (85,743) | $ (278) | ||||
Tax provision (benefit) | ||||||||
EOS ENERGY STORAGE, LLC [Member] | ||||||||
US federal income tax rates | 21.00% | 21.00% | 21.00% | |||||
Net loss before income taxes | $ (15,232,000) | $ (42,180,000) | $ (79,483,000) | $ (28,498,000) | ||||
Tax provision (benefit) | ||||||||
Valuation allowance | 4,215,000 | 4,215,000 | ||||||
Federal research and development tax credits | 3,733,000 | 3,733,000 | 2,731,000 | |||||
Research and development tax credits, state | 613,000 | 613,000 | 1,657,000 | |||||
Federal net operating loss carryforwards, gross | 137,612,000 | 137,612,000 | 117,018,000 | |||||
NOL carryforwards, state | $ 24,008,000 | $ 24,008,000 | $ 27,378,000 | |||||
Net operating loss, description | As of December 31, 2019, Eos has state NOL carryforwards of $24,008. As of December 31, 2018 Eos has NOLs generated in 2018 of $27,378 and NOLs generated in prior years of $7,552, for total state NOLs of $34,930. Regarding the federal NOL for the year ended December 31, 2019, $89,051 begins to expire in varying amounts from 2033 through 2037, while $48,561 has an indefinite carryforward period. The state NOL carryforwards begin to expire in varying amounts from 2036 through 2039. The US (federal and state) operating loss carry forwards and credits may be subject to an annual limitation due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. The Company is still assessing whether these provisions apply. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 03, 2020 | May 28, 2020 | May 19, 2020 | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Feb. 29, 2020 | Feb. 04, 2020 | Jun. 04, 2019 |
Related Party Transactions (Textual) | ||||||||||||
Common stock shares issued | 10,000 | |||||||||||
Stock split | 1:575 | |||||||||||
Public offering percentage | 3.50% | |||||||||||
Sponsor fee | $ 10,000 | $ 14,194 | $ 14,194 | |||||||||
Borrowing of note payable | $ 300,000 | 300,000 | 300,000 | $ 50,000 | ||||||||
Note payable balance | 100,000 | 100,000 | $ 50,000 | $ 50,000 | ||||||||
Office space per month | 10,000 | |||||||||||
Note payable to related party | $ 50,000 | |||||||||||
EOS ENERGY STORAGE, LLC [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Advances to affiliates | $ 23,000 | $ 23,000 | $ 23,000 | |||||||||
Total costs incurred | 19,000 | $ 274,000 | ||||||||||
Unpaid management fees | 73,000 | 54,000 | ||||||||||
Unpaid balance of advances to affiliates | $ 23,000 | $ 23,000 | ||||||||||
Forward Purchase Agreement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Total shares | 2,500,000 | |||||||||||
Aggregate share value | $ 25,000,000 | |||||||||||
Share price | $ 10 | |||||||||||
Common Class B [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock shares issued | 5,750,000 | 4,375,000 | 4,375,000 | 4,375,000 | 5,750,000 | |||||||
Sponsor for cancellation | 718,750 | |||||||||||
Total shares | 5,031,250 | |||||||||||
Forfeiture shares | 656,250 | |||||||||||
Percentage of shares | 20.00% | |||||||||||
Number of founder shares | 5,750,000 | |||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Forfeiture shares | 656,250 | |||||||||||
Percentage of shares | 20.00% | |||||||||||
Class A Common Stock | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock shares issued | 1,075,881 | 1,075,881 | ||||||||||
Share price | $ 12 | $ 12 | ||||||||||
Trading days | The Company’s initial stockholders, officers and directors have agreed, 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 consecutive 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. | The 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 $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Convertible notes payable | $ 85,637,000 | $ 76,560,000 |
Discount, original issuance | (50,979,000) | (44,928,000) |
Premium (discount), embedded derivative | (1,163,000) | (964,000) |
Discount, fair value of preferred units | (2,500,000) | (2,031,000) |
Discount, beneficial conversion features | (1,799,000) | (1,799,000) |
Convertible notes payable | 29,196,000 | 26,838,000 |
Phase I [Member] | ||
Convertible notes payable | 9,077,000 | 40,587,000 |
Discount, original issuance | (6,051,000) | (20,946,000) |
Premium (discount), embedded derivative | (199,000) | 181,000 |
Discount, fair value of preferred units | (469,000) | |
Discount, beneficial conversion features | (1,799,000) | |
Convertible notes payable | $ 2,358,000 | 18,023,000 |
Phase II [Member] | ||
Convertible notes payable | 35,973,000 | |
Discount, original issuance | (23,982,000) | |
Premium (discount), embedded derivative | (1,145,000) | |
Discount, fair value of preferred units | (2,031,000) | |
Discount, beneficial conversion features | ||
Convertible notes payable | $ 8,815,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Convertible notes payable | $ 85,636,000 | $ 76,560,000 |
Discount, original issuance | (50,979,000) | (51,040,000) |
Premium (discount), embedded derivative | (1,163,000) | (964,000) |
Discount, fair value of preferred units | (2,500,000) | (2,031,000) |
Discount, beneficial conversion features | (1,799,000) | (1,799,000) |
Discount, accumulated amortization | 56,441,000 | 49,722,000 |
Convertible notes payable, net | 85,636,000 | 76,560,000 |
Phase I [Member] | ||
Convertible notes payable | 40,587,000 | 40,587,000 |
Discount, original issuance | (20,946,000) | (20,946,000) |
Premium (discount), embedded derivative | 181,000 | 181,000 |
Discount, fair value of preferred units | ||
Discount, beneficial conversion features | (1,799,000) | (1,799,000) |
Discount, accumulated amortization | 22,564,000 | 26,564,000 |
Convertible notes payable, net | 40,587,000 | 40,587,000 |
Phase II [Member] | ||
Convertible notes payable | 45,049,000 | 35,973,000 |
Discount, original issuance | (30,033,000) | (23,982,000) |
Premium (discount), embedded derivative | (1,344,000) | (1,145,000) |
Discount, fair value of preferred units | (2,500,000) | (2,031,000) |
Discount, beneficial conversion features | ||
Discount, accumulated amortization | 33,877,000 | 27,158,000 |
Convertible notes payable, net | $ 45,049,000 | $ 35,973,000 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Textual) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Notes Payable (Textual) | ||||||
Convertible notes payable - related party | $ 1,524,000 | $ 19,524,000 | ||||
Beneficial ownership percentage | 10.00% | |||||
Phase I Notes, description | The 2019 Convertible Notes were issued on various dates through two phases. Convertible notes with aggregate principal of $13,529 were issued from February 2019 to May 2019 (the “Phase I Notes”). $4,137 of the Phase I Notes were issued to AltEnergy. The terms of the Phase I Notes are summarized as follows: • Maturity: On or after June 30, 2019. • Conversion Option: At any time, the Holder may elect to convert 1.15 times the outstanding principal balance into the preferred units of the Company at $1.75 per unit. • Liquidation Amount: Repayment shall be made at the applicable liquidation amount. The Liquidation Amount applies to all repayments, with the exception of early repayments made at the Company’s option. The Liquidation Amount applicable to repayments occurring prior to June 1, 2019 is 1.5 times the outstanding principal balance. At June 1, 2019 and August 1, 2019, the multiple increases to 2.0 and 3.0 times the outstanding principal balance, respectively. • Optional Prepayment: The Company may prepay the 2019 Convertible Notes prior to maturity at 3.0 times the outstanding principal balance. • Conversion upon Qualified Financing: In the event that the Company issues and sells any units to investors through a Qualified Financing, on or before the date the Phase I Notes are repaid in full, resulting in aggregate gross equity proceeds of at least $25,000, the Company may at its sole option, force the Holders to convert the Liquidation Amount into the class of equity issued in the Qualified Financing. The number of units issued at conversion are variable and shall be based upon the price per unit paid in the financing. • Holders’ put options: If an Event of Default occurs, and at the direction of 25% of the holders, repayment at the applicable Liquidation Amount becomes immediately due on demand. Any time prior to September 30, 2019, if Event of Default has not occurred, and at the direction of a majority of holders, the Liquidation Amount becomes due on demand. | |||||
Phase II Notes, description | Convertible notes with aggregate principal of $5,995 were issued from June 2019 to December 2019 (the “2019 Phase II Notes”). $2,017 of the Phase II Notes were issued to AltEnergy. The terms of the Phase II Notes are identical to the Phase I Notes, except as follows: • Maturity: On or after October 31, 2019. • At any time, the holder may elect to convert 1.15 times the outstanding principal balance into the Preferred Units of the Company at $0.50 per unit. • The Liquidation Amount is 6.0 times the outstanding principal balance, regardless of the repayment date. • Holders’ put option: If an Event of Default occurs, and at the direction of 25% of the holders, repayment at the applicable Liquidation Amount becomes immediately due on demand. If Event of Default has not occurred, Holders cannot accelerate repayment. • Phase II Notes are Senior to Phase I Notes: In the event that the Company is obligated, or elects, to repay the 2019 Convertible Notes and does not have sufficient funds to repay all Notes in full, payments shall be made in the following order: first, to the holders of Phase II Notes until each holder has received a repayment equal to 2.0 times (2.0x) the then outstanding principal balance of holder’s Phase II Notes; second, to the holders of Phase I Notes until each holder has received a repayment equal to 1.0 times (1.0x) the then outstanding principal balance of those holder’s Phase I Notes; and third, to all holders of the 2019 Convertible Notes, pro rata based on the remaining amount due to each holder pursuant to the terms and provisions of each 2019 Convertible Note held by that holder. Concurrent to issuance of the Phase II Notes, the Company entered into subscription agreements to sell Preferred Units to the Holders equal to the principal balance of the Phase II Notes at a price of $0.50 per unit. Phase II cash proceeds totaled $11,991. The proceeds were allocated to the Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. The Company recognized $2,031 attributable to the Phase II Preferred Units, which was recorded as a discount against the Phase II Notes. Refer to Note 13 for further discussion regarding the Preferred Units. | |||||
Embedded derivatives, description | In the event of a Qualified Financing occurring prior to July 31, 2019, the Phase I notes can be repaid at a 1.5x or 2.0x Liquidation Amount, thereby resulting in an embedded derivative at issuance. | |||||
Embedded derivative liabilities | $ 199,000 | $ 199,000 | 1,145,000 | |||
Embedded derivative assets | 85,000 | 85,000 | 181,000 | |||
Embedded derivatives classified as current liabilities | 1,037,000 | 1,681,000 | ||||
Fair value of embedded derivative gain (loss) | 843,000 | (1,718,000) | ||||
Aggregate interest expense | 6,745,000 | $ 17,502,000 | ||||
Convertible notes | $ 26,100,000 | 22,700,000 | ||||
Phase I [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Annual effective interest rates | 400.00% | |||||
Aggregate interest expense | 22,564,000 | |||||
Convertible notes | 8,900,000 | |||||
Aggregate amount | 24,415,000 | |||||
Phase II [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Annual effective interest rates | 1200.00% | |||||
Aggregate interest expense | 27,158,000 | |||||
Convertible notes | 13,800,000 | |||||
Aggregate amount | $ 24,415,000 | |||||
2020 Phase II Convertible Notes Payable - Related Party [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Investors aggregate cash proceeds | $ 3,026,000 | |||||
Discount against notes | $ 469,000 | |||||
2018 Notes Payable [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Notes payable | $ 1,000,000 | |||||
Bear interest | 15.00% | |||||
2018 Convertible Notes Payable [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 2,350,000 | |||||
Gross proceeds | 10,000,000 | |||||
Convertible note carrying value | $ 2,350,000 | |||||
Additional amount | $ 2,551,000 | |||||
Fair value | 11,012,000 | |||||
Extinguishment loss | $ 6,111,000 | |||||
2018 Convertible Notes Payable [Member] | Minimum [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Bear interest | 3.00% | |||||
2018 Convertible Notes Payable [Member] | Maximum [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Bear interest | 5.00% | |||||
2019 Convertible Notes Payable [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Beneficial ownership percentage | 19.00% | |||||
AltEnergy Storage Bridge, LLC [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Beneficial ownership percentage | 20.00% | 20.00% |
Classes of Members' Capital (De
Classes of Members' Capital (Details) - shares | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
EOS ENERGY STORAGE, LLC [Member] | |||
Common units outstanding | 68,190,000 | 68,190,000 | 68,190,000 |
Contingently Redeemable Prefe_3
Contingently Redeemable Preferred Units (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance beginning | $ 109,365,000 | $ 105,548,000 | $ 105,548,000 | $ 74,776,000 |
Balance beginning, shares | 80,707,000 | 68,716,000 | 68,716,000 | 50,970,000 |
Contributions | $ 24,854,000 | |||
Contributions, shares | 14,367,000 | |||
Conversion of notes payable | $ 5,918,000 | |||
Conversion of notes payable, shares | 3,379,000 | |||
Discount on convertible notes, beneficial conversion feature | $ 1,799,000 | $ 1,786,000 | ||
Discount on convertible notes, beneficial conversion feature, shares | ||||
Contributions allocated to preferred units | $ 476,000 | $ 139,000 | $ 2,031,000 | |
Contributions allocated to preferred units, shares | 3,026,000 | 800,000 | 11,991,000 | |
Balance ending | $ 109,841,000 | $ 107,486,000 | $ 109,365,000 | $ 105,548,000 |
Balance ending, shares | 83,732,000 | 69,516,000 | 80,707,000 | 68,716,000 |
Contingently Redeemable Prefe_4
Contingently Redeemable Preferred Units (DetailsTextual) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Bridge preferred units par value | $ 0.50 | $ 0.50 | |
Debt security, excess | $ 1,000,000,000 | $ 1,000,000,000 | |
Board of directors percentage | 15.00% | 15.00% | |
Preferred liquidation preference | $ 143,135,000 | $ 136,816,000 | $ 121,870,000 |
Preferred units, description | The Company entered into subscription agreements to sell Preferred Units to the Holders a price of $0.50 per unit concurrently with the issuance of the 2019 Phase II Notes, which resulted in the issuance of approximately 12,000,000 Preferred Units (the “2019 Bridge Preferred Units”). The Company recognized $2,031 attributable to the 2019 Bridge Preferred Units based on the allocated fair value of cash proceeds. | The Company entered into subscription agreements to sell Preferred Units to the Holders a price of $0.50 per unit concurrently with the issuance of the 2019 Phase II Notes, which resulted in the issuance of approximately 12,000,000 Preferred Units (the “2019 Bridge Preferred Units”). The Company recognized $2,031 attributable to the 2019 Bridge Preferred Units based on the allocated fair value of cash proceeds. | |
Preferred units issued | 228,000,000 | 224,900,000 | 68,700,000 |
Liquidation preference, percentage | 8.00% | 8.00% | |
Series C [Member] | |||
Bridge preferred units par value | $ 1.10 | $ 1.10 | |
Series D [Member] | |||
Bridge preferred units par value | $ 1.75 | $ 1.75 | |
Convertible Preferred Stock [Member] | |||
Preferred units, description | Upon the issuance of 2019 Bridge Preferred Units, the down round provision was triggered for the Series C and Series D Preferred Units whereby the conversion price was adjusted from $1.10 and $1.75, respectively to $0.50 per Common Unit, which resulted in approximately 144,200,000 additional Common Units being issuable upon conversion of the Series C and Series D Preferred Units. As the fair value a Common Unit was determined to be less than $0.50 on both 1) the original issuance date of the Series C and Series D Preferred Units and 2) immediately following the issuance of the Bridge Preferred Units, the down round did not trigger a BCF. Therefore, a deemed dividend was not recognized. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - EOS ENERGY STORAGE, LLC [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options | |||
Options outstanding, beginning balance | 6,815,603 | 5,257,427 | 3,879,955 |
Granted | 1,250,000 | 4,422,114 | 1,708,806 |
Cancelled/Forfeited | (749,760) | (2,863,938) | (331,334) |
Options Outstanding, ending balance | 7,315,843 | 6,815,603 | 5,257,427 |
Options Exercisable | 2,963,768 | 2,356,348 | 3,303,608 |
Weighted-Average Exercise Price | |||
Weighted-average exercise price, begining balance | $ 0.90 | $ 1.51 | $ 1.39 |
Weighted-average exercise price granted | 0.50 | 0.55 | 1.75 |
Weighted-average exercise price cancelled/forfeited | 1.47 | 1.51 | 1.55 |
Weighted-average exercise price, ending balance | 0.74 | 0.90 | 1.51 |
Weighted-average exercise price, exercisable | $ 1.04 | $ 1.31 | $ 1.33 |
Weighted-Average Remaining Contractual Term (years) | |||
Outstanding, beginning | 5 years 4 months 24 days | 2 years 9 months 18 days | |
Outstanding, ending | 5 years 8 months 12 days | 5 years 4 months 24 days | 2 years 9 months 18 days |
Options Exercisable | 1 year 9 months 18 days | 2 years 9 months 18 days |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) - EOS ENERGY STORAGE, LLC [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Volatility | 50.00% | 58.20% | 58.20% | 62.00% |
Risk free interest rate | 0.49% | 1.89% | 1.89% | 2.42% |
Expected life (years) | 6 years 2 months 30 days | 6 years 2 months 30 days | 6 years 2 months 30 days | 4 years 6 months |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) - EOS ENERGY STORAGE, LLC [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Non-vested options outstanding, begining balance | 3,833,774 | 1,821,239 | 828,197 |
Granted | 1,250,000 | 4,422,114 | 1,708,806 |
Vested | (465,459) | (497,189) | (622,035) |
Exercised | |||
Forfeited | (749,760) | (1,912,390) | (93,730) |
Non-vested options outstanding, ending balance | 3,868,555 | 3,833,774 | 1,821,239 |
Non-vested options outstanding fair value, begining balance | $ 1.72 | $ 1.49 | |
Non-vested options outstanding fair value, Granted | 0.50 | $ 0.50 | 1.75 |
Non-vested options outstanding fair value, Vested | 0.50 | 0.77 | 1.60 |
Non-vested options outstanding fair value, Exercised | |||
Non-vested options outstanding fair value, Forfeited | 1.47 | 1.65 | $ 1.38 |
Non-vested options outstanding fair value, ending balance | $ 0.55 | $ 1.72 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details Textual) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-Based Compensation (Textual) | |||
Shares remain for future issuance | 1,024,907 | 1,966,810 | 3,083,323 |
Stock-based compensation, description | Options vest generally over three to five years and have a term of five to ten years. | ||
Stock compensation expense | $ 38,000 | $ 71,000 | $ 137,000 |
Unrecognized stock compensation expense | $ 333,000 | $ 365,000 | |
Amortization period | 4 years | ||
Weighted average grant date fair value of options granted | $ 0.12 | $ 0.07 | $ 0.12 |
Subsequent Events (Details)
Subsequent Events (Details) - EOS ENERGY STORAGE, LLC [Member] - USD ($) | Sep. 10, 2020 | Aug. 10, 2020 |
Forecast [Member] | ||
Issued phase notes | $ 4,850,000 | |
Price per share | $ 0.50 | |
Subsequent Event [Member] | ||
Subsequent events, description | The Company entered into a memorandum of agreement with Holtec Power, Inc. (“Holtec”), its joint venture partner under which Holtec has subscribed to an equity investment in the Company of $10 million. As of September 10th, 2020, Holtec has funded $4 million of the subscribed amount. The remaining $6 million is expected to be funded prior to the close of the Company’s proposed business combination with BMRG. |