Eos Energy Enterprises Inc

Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation and consistent with the evaluations previously reported in prior periods, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2024 because of material weaknesses resulting from lack of a formalized internal control framework in accordance with the Committee of Sponsoring Organizations (COSO) Framework, inadequate segregation of duties in the financial reporting process, lack of review and approval of journal entries and a lack of management review controls.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including its CEO and its CFO, to allow timely decisions regarding required disclosure.

In light of these material weaknesses, management performed additional analyses, reconciliations and other post-closing procedures to determine that the Company’s Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. Based on this review, management concluded that the Unaudited Condensed Consolidated Financial Statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

Management’s Remediation Plan and Status

Through September 30, 2024, our management, with the oversight of the Audit Committee of our Board of Directors, has materially designed the necessary measures to remediate the control deficiencies contributing to the material weaknesses. These remediation efforts are detailed in Item 9A, “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

These remediation efforts include the following:

1. Engaged external experts to complement internal resources and to provide support related to more complex applications of GAAP, tax, and internal controls. We will continue to utilize outside resources, as necessary, to supplement our internal team.

2. We designed a comprehensive internal control framework that includes a formal risk assessment process to identify and design our control activities to address all risks of material misstatement whether due to error or fraud. We developed formalized process and control documentation for all relevant areas of financial reporting, including IT general and automated controls that support financial reporting.

3. We designed a comprehensive segregation of duties framework and identified the necessary mitigating controls to compensate any applicable risk, including restricting the ability for one individual to both (i) create and post a journal entry in the general ledger and (ii) prepare and review account reconciliations.

4. We designed management review controls over each significant class of transaction, including areas considered highly complex, judgmental, and subject to management estimation. We have designed procedures to validate underlying source data and used in our financial reporting controls and the necessary IT general and automated controls to rely on the IT environment supporting our financial reporting.

5. We designed controls to identify any significant and unusual transactions, analyze, record, report, and disclose such matters.

We continue to assess risks on a continuous basis to timely identify new exposures or risk categories as business practices change and, as applicable, update our existing internal control framework to ensure that it has identified, developed and deployed the appropriate business process controls to meet the objectives and address the risks identified.

We have substantially designed the controls necessary to remediate the material weaknesses; however, we have determined that all the controls necessary to remediate the material weaknesses have not operated for a sufficient period of time to fully conclude remediation as of September 30, 2024.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.