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Eos Energy Enterprises, Inc.  3920 Park Avenue  Edison, NJ 08820    April 22, 2026    VIA EDGAR  United States Securities and Exchange Commission  Office of Manufacturing  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549  Attn:   Re: Eos Energy Enterprises, Inc.  Form 10-K for the Year Ended December 31, 2025  File No. 001-39291  Dear Ms. Erlanger and Mr. Woody:  On behalf of Eos Energy Enterprises, Inc. (“Eos” or the “Company”), set forth below is a response to the  comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the  Staff’s letter dated April 9, 2026 (the “Comment Letter”), relating to the Form 10-K (File No. 001-39291) filed by the  Company on February 26, 2026 (the “Form 10-K”).    The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers  contained in the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comment in  boldfaced print below. Capitalized terms not otherwise defined in this letter have the meanings given to them in the  Form 10-K. Unless otherwise indicated, all dollar amounts are presented in thousands.    Form 10-K for the Year Ended December 31, 2025  Notes to the Financial Statements  Note 13. Borrowings, page 84  1. We note your disclosure on page 74 that in November 2025, the Company settled $200,000 aggregate  principal amount of the $250,000 outstanding May 2025 Convertible Notes for $564,648 and that the  settlement was accounted for as an induced conversion in accordance with ASC 470-20 Debt with Conversion  and Other Options. We also note that the induced conversion resulted in the recognition of an inducement  expense of $63,471. Please explain to us how you calculated or determined the amount of the inducement  expense and amount recognized as a reduction to additional paid-in capital, and explain to us your basis for  that accounting. Also, in accordance with the guidance in ASC 470-20-50-1E, please tell us and revise to  disclose in future filings, any changes to conversion or exercise prices that occurred during the year.    Background  As disclosed in the Company’s Annual Report on Form 10-K, during the fourth quarter of 2025 the Company  completed an offering of convertible senior notes due 2031 (the “November 2025 Convertible Notes,” the “Concurrent  Offering”). In connection with the Concurrent Offering, the Company entered into share purchase agreements and  note repurchase agreements (the “Share Purchase Agreements” and the “Note Repurchase Agreements”) with certain  holders of its outstanding 6.75% Convertible Senior Notes due 2030 (the “May 2025 Convertible Notes”).

Under the Share Purchase Agreements, such holders agreed to purchase, and the Company agreed to issue and sell  approximately 35.9 million shares of the Company’s common stock at a purchase price of $12.78 per share, pursuant  to a registered direct offering. The number of shares purchased by each holder was allocated on a pro rata basis  according to the holder’s outstanding principal amount of May 2025 Convertible Notes.  Under the Note Repurchase Agreements, the Company agreed to repurchase, and such holders agreed to sell, an  aggregate principal amount of $200,000 of the May 2025 Convertible Notes for total consideration of approximately  $564,648, which was based on the then‑current market value of the May 2025 Convertible Notes plus accrued and  unpaid interest.  Unit of Account Considerations  The Share Purchase Agreements and Note Repurchase Agreements were executed and became legally binding on  November 19, 2025. The Share Purchase Agreements were expressly conditioned upon the consummation of the  Concurrent Offering, and the Note Repurchase Agreements could be terminated only upon (i) mutual consent of the  parties or (ii) by either party if (a) the closing of the transaction contemplated therein was not consummated by  November 28, 2025 or (b) any governmental authority of competent jurisdiction shall have issued or entered any  governmental order or taken any other action permanently restraining, enjoining or otherwise prohibiting or making  illegal the consummation of any of the transactions contemplated therein. The Share Purchase Agreements, the Note  Repurchase Agreements, and the Concurrent Offering closed substantially on November 24, 2025. The Company  issued 35.9 million shares of common stock for cash proceeds pursuant to the Share Purchase Agreements. The  Company repurchased May 2025 Convertible Notes for $564,648 pursuant to the Note Repurchase Agreements.  Although the Share Purchase Agreements and the Note Repurchase Agreements were separate, legally distinct  transactions, the net economic effect of the transactions was the repurchase of $200,000 aggregate principal amount  of the May 2025 Convertible Notes for a net cash outflow of $106,413 and issuance of approximately 35.9 million  shares of the Company’s common stock. Based on the foregoing, the Company evaluated the equity issuance and the  repurchase of the May 2025 Convertible Notes together as a single transaction for accounting purposes.  The Company took into consideration that all of the holders of the May 2025 Convertible Notes that were parties to  the Share Purchase Agreements and Note Repurchase Agreements also participated in the Concurrent Offering.  However, the Concurrent Offering was a broader market transaction, participation by holders of the May 2025  Convertible Notes was not required, and all November 2025 Convertible Notes were issued on equivalent terms and  pricing. Accordingly, the issuance of the November 2025 Convertible Notes was accounted for separately as a new  debt issuance, and such participation does not affect the accounting treatment of the Share Purchase and Note  Repurchase transactions.  Applicable GAAP  The guidance in ASC 470-50-15-3(a) and ASC 470-20-40-18 indicates that the transaction should be evaluated under  the guidance for induced conversions in ASC 470‑20 prior to considering the guidance on debt modifications or  extinguishments in ASC 470‑50.  As explained below, ASC 470-20-40-14 further clarifies that the legal form of a  transaction involving the settlement of convertible debt does not preclude an entity from evaluating the derecognition  guidance in ASC 470-20-40.   Basis for Induced Conversion Accounting under 470-20  The Company concluded that the transaction satisfies all three criteria in ASC 470‑20‑40‑13 and, accordingly, is  required to be accounted for as an induced conversion. The Company’s evaluation of each criterion is outlined below.  We adopted ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions  of Convertible Debt Instruments (“ASU 2024-04”) as of December 31, 2025. Accordingly, the Company’s evaluation

is based on the amended guidance in ASC 470-20, as updated by ASU 2024-04, as well as the related views expressed  in the FASB’s Basis for Conclusions.  Criterion #1: 470-10-40-13(a) - Limited-time Offer.    The Company privately and directly solicited the Share Purchase Agreements and Note Repurchase  Agreements with certain holders of its outstanding May 2025 Convertible Notes in contemplation of the  Concurrent Offering. The transactions were structured to occur concurrently with the issuance of the  November 2025 Convertible Notes, and, as a result, the noteholders were provided a limited window of time,  within which to accept the offer.  ASC 470-20-40-14 indicates that to be considered a conversion within the scope of ASC 470-20-40, a  conversion need not “involve legal exercise of the contractual conversion privileges included in terms of the  debt”. Therefore, the fact that May 2025 Convertible Notes were repurchased in accordance with the Note  Repurchase Agreements does not preclude the transaction from being considered an induced conversion.   Accordingly, the criterion in ASC 470-20-40-13(a) is met.  Criterion #2: 470-10-40-13(b) - Form and Amount of Consideration is Preserved.  ASC 470-20-40-13(b) requires that an induced conversion includes the issuance of all of the consideration  issuable under the existing conversion privileges, preserving both the form and the amount of consideration.   Existing Conversion Privileges  Under the existing conversion privileges of the May 2025 Convertible Notes, conversions are settled at the  Company’s election in (i) a fixed number of shares, (ii) an equivalent amount of cash, or (iii) any combination  thereof. Accrued and unpaid interest would have been forfeited upon conversion.  Because both cash and shares were transferred to the noteholders under the inducement offer, the Company  evaluated the form and amount of consideration issuable under the existing conversion privileges assuming  combination settlement.  Under combination settlement, the monetary value of the consideration issuable is based on the conversion  rate then in effect and the volume-weighted average price (“VWAP”) of the Company’s common stock during  a 40-day observation period following exercise of the conversion option. The cash-settled portion represents  a fixed monetary amount specified by the Company prior to the beginning of the observation period, and the  number of shares issued is calculated as the excess of the conversion value over the fixed cash amount divided  by the applicable VWAP.  For purposes of assessing Criterion #2, ASC 470-20-40-13A indicates that the total consideration issuable  under the existing conversion privileges is measured based on the fair value of the Company’s common stock  as of the date the inducement offer is accepted, rather than based on the VWAP during a hypothetical  observation period. Accordingly, the consideration issuable under the existing conversion privileges was  measured as of November 19, 2025, the date on which the Share Purchase Agreements and Note Repurchase  Agreements became legally binding.  Under combination settlement, if the Company had elected a cash amount of $215 per $1,000 of principal,  the noteholders would have been entitled to conversion consideration with a fair value of $501,176, consisting  of $43,000 in cash and 35.9 million shares of common stock.  Inducement Offer Consideration

In evaluating the consideration transferred under the inducement offer, the Company considered all of the   consideration issued pursuant to the Share Purchase Agreements and the Note Repurchase Agreements.  The fair value of the consideration transferred under the inducement offer was $564,648, which was  calculated as follows:  Description    Amount  Shares Issued in Equity Offering         35,855,647   EOSE closing share price on November 19, 2025     $           12.78   Fair value of shares issued   (1) $       458,235           Cash proceeds from Equity Offering            (458,235)  Repurchase of May 2025 Convertible Notes:     Market value of Notes              558,235   Accrued interest                  6,413   Repurchase Price of Notes            564,648   Net cash paid (received)   (2)         106,413   Fair value of total conversion consideration   (1+2) $        564,648     The noteholders would have been entitled upon conversion to consideration with a fair value of $501,177,  consisting of approximately $43,000 in cash and 35.9 million shares of common stock.  Therefore, the noteholders received consideration equal to or greater than both the cash and share components  they would have been entitled to under the existing conversion privileges, satisfying the 'form and amount'  criteria.   The Company further considered the guidance in ASC 470-20-40-13A, which states the following:   “changes that result in the amount of cash (or other assets) and number of shares being indexed to  something other than the future price of the issuer’s shares…shall be considered a change in the  form of settlement.”  The Company considered this guidance because the consideration transferred under the inducement offer  compensated the noteholders for the fair value of the entire instrument, including the debt host, embedded  conversion option, and accrued but unpaid interest, which could be viewed as economically different from  the consideration issuable under the existing conversion privileges.  However, the Company concluded that the inducement does not involve a change in the form of settlement  as contemplated by ASC 470-20-40-13A because the incremental value represents additional consideration  paid to induce prompt conversion. While not authoritative, the Basis for Conclusions in ASU 2024-04  (paragraph BC42) is referenced as it reflects the FASB’s view that the form and amount of additional  consideration provided in an inducement offer do not, by themselves, affect the assessment of whether the  form and amount of consideration issuable under the existing conversion privileges have been preserved.  Accordingly, the criterion in ASC 470-20-40-13(b) is met.  Criterion #3: 470-10-40-13(c) - Substantive Conversion Option  ASC 470-20-40-13(c) requires that the conversion option is considered substantive at the time of issuance  and at the date the induced conversion offer is accepted.  The conversion option embedded in the May 2025 Convertible Notes was clearly substantive at issuance.

The conversion rate of 196.0784 shares per $1,000 of principal reflects a conversion price of approximately  $5.10 per share, which represented a 30% premium to the Company’s common stock price at issuance in  June 2025.  The conversion price made it reasonably possible at issuance that the notes would be settled  through conversion.  At the date the inducement offer was accepted, November 19, 2025, the conversion option was deeply  in-the-money, as the closing price of the Company’s common stock ($12.78) significantly exceeded the  conversion price. Accordingly, the conversion option remained substantive at the time of the induced  conversion offer.  Based on the foregoing, the criterion in ASC 470-20-40-13(c) is met.    Recognition and Measurement of Inducement Expense  Because the transaction satisfies all criteria for induced conversion accounting under ASC 470-20-40-13, the Company  recognized inducement expense in accordance with ASC 470-20-40-16.  Accordingly, the Company recognized  inducement expense of $63,471, which was recorded in the Consolidated Statements of Operations and  Comprehensive Loss and calculated as follows:  Description   Amount  Fair value of conversion consideration in the inducement offer  $       564,648   Fair value of conversion consideration issuable under the existing terms           501,177   Inducement expense    $         63,471    Amounts Recorded to Additional Paid-in Capital  In response to the Staff’s comment, the induced conversion resulted in a net increase of $132,349 to additional paid-in  capital.  The underlying transactions and accounting entries are explained below, along with a reconciliation to the  amounts reported in the Consolidated Statements of Shareholders’ Deficit.    November 19, 2025 – Acceptance of the inducement offer  Upon acceptance of the inducement offer, the Company became obligated to transfer cash under the Note Repurchase  Agreement, and therefore, the embedded conversion feature in the May 2025 Convertible Notes ceased to qualify for  the “own stock” scope exception under ASC 815-40. As a result, a non-option embedded derivative with a fair value  of zero was bifurcated from the May 2025 Convertible Notes.    November 24, 2025 – Consummation of the transactions  Upon consummation of the transactions, the following accounting effects were recognized:  • The bifurcated derivative was remeasured at fair value, resulting in a gain of $23,132 (see Note 13,  Borrowings, page 94), which was recorded in Change in fair value of derivatives in the Consolidated