SecProbe.io

May 5, 2026
Nathan Kroeker
Interim Chief Financial Officer
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re: Eos Energy Enterprises, Inc.
Form 10-K for the Year Ended December 31, 2025
File No. 001-39291
Dear Nathan Kroeker:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Michael Silberman

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eosseccommentletterrespo

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

April 9, 2026
Nathan Kroeker
Interim Chief Financial Officer
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re:Eos Energy Enterprises, Inc.
Form 10-K for the Year Ended December 31, 2025
File No. 001-39291
Dear Nathan Kroeker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2025
Notes to the Financial Statements
Note 13. Borrowings, page 84
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.

 1.

April 9, 2026
Page 2

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Michael Silberman

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December 7, 2023

VIA EDGAR SUBMISSION

Ms. Jenny O’Shanick

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

    Re:
    Eos Energy Enterprises, Inc.

    Registration Statement on Form S-3

    File No. 333-263298

    Request for Withdrawal of Acceleration Request

Dear Ms. O’Shanick:

Eos Energy Enterprises, Inc.
(the “Company”) respectfully withdraws its request for acceleration of the effectiveness of the above-referenced Registration
Statement on Form S-3 set forth in a letter, dated December 7, 2023, from the Company.

    Very truly yours,

    Eos Energy Enterprises, Inc.

    By:
    /s/ Nathan Kroeker

    Nathan Kroeker,

    Chief Financial Officer

United States securities and exchange commission logo
December 7, 2023
Nathan Kroeker
Chief Financial Officer
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re:Eos Energy Enterprises, Inc.
Registration Statement on Form S-3
Filed December 1, 2023
File No. 333-275863
Dear Nathan Kroeker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael Kaplan

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December
7, 2023

VIA
EDGAR SUBMISSION

Ms.
Jenny O’Shanick

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549-3628

    Re:
    Eos Energy Enterprises,
    Inc.

    Registration Statement on Form S-3

    File
    No. 333-263298

    Request
    for Acceleration

Dear
Ms. O’Shanick:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Eos Energy Enterprises, Inc. hereby requests acceleration of the effective
date of its Registration Statement on Form S-3 (File No. 333-263298), so that it may become effective at 4:00 p.m., Eastern
time, on December 11, 2023, or as soon as practicable thereafter.

    Very truly yours,

    Eos Energy Enterprises, Inc.

    By:
    /s/
    Nathan Kroeker

    Nathan Kroeker,

    Chief Financial Officer

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December
7, 2023

VIA
EDGAR SUBMISSION

Ms.
Jenny O’Shanick

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549-3628

    Re:
    Eos Energy Enterprises,
    Inc.

    Registration Statement on Form S-3

    File
    No. 333-275863

    Request
    for Acceleration

Dear
Ms. O’Shanick:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Eos Energy Enterprises, Inc. hereby requests acceleration of the effective
date of its Registration Statement on Form S-3 (File No. 333-275863), so that it may become effective at 4:00 p.m., Eastern
time, on December 11, 2023, or as soon as practicable thereafter.

    Very truly yours,

    Eos Energy Enterprises, Inc.

    By:
    /s/
    Nathan Kroeker

    Nathan Kroeker,

    Chief Financial Officer

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Eos Energy Enterprises,
Inc.

3920 Park Avenue

Edison, New Jersey
08820

June 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Jenny O’Shanick

 Re: Eos Energy Enterprises, Inc.

Registration Statement on Form S-3

Filed on June 20, 2023

File No. 333-272754 (the “Registration
Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, Eos
Energy Enterprises, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of
the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on June 29, 2023, or as soon thereafter as practicable.

Should any member of the staff of the Commission
have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Matthew L.
Fry, Esq. at (214) 651-5443.

    Very truly yours,

    EOS ENERGY ENTERPRISES, INC.

    By:
    /s/ Joe Mastrangelo

    Joe Mastrangelo

Chief Executive Officer

    cc:
    Melissa Berube, Esq., General Counsel

    Matthew L. Fry, Esq., Haynes and Boone, LLP

    Kierra Jones, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 26, 2023
Joe Mastrangelo
Chief Executive Officer
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re:Eos Energy Enterprises, Inc.
Registration Statement on Form S-3
Filed on June 20, 2023
File No. 333-272754
Dear Joe Mastrangelo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew L. Fry

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April 21, 2022

VIA EDGAR SUBMISSION

Mr. Patrick Fullem

Mr. Geoffrey Kruczek

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

    Re:
    Eos Energy Enterprises, Inc.

    Registration Statement on Form S-3

    File No. 333-263298

    Request for Acceleration

Dear Mr. Fullen and Mr. Kruczek:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Eos Energy Enterprises, Inc. hereby requests acceleration of the effective date of its Registration
Statement, as amended, on Form S-3 (File No. 333-263298), so that it may become effective at 5:00 p.m., Eastern time, on April
25, 2021, or as soon as practicable thereafter.

    Very truly yours,

    Eos Energy Enterprises, Inc.

    By:

    /s/ Randall Gonzales

    Randall Gonzales,

    Chief Financial Officer

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    Michael Kaplan

    +1 212 450 4111

    michael.kaplan@davispolk.com

    davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    CONFIDENTIAL

April 7, 2022

    Re:
    Eos Energy Enterprises, Inc.

    Registration Statement on Form S-3

    Filed March 4, 2022

    File No. 333-263298

Mr. Patrick Fullem

Mr. Geoffrey Kruczek

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

Dear Mr. Fullem and Mr. Kruczek,

On behalf of Eos Energy Enterprises, Inc., a Delaware corporation (the
“Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-3 (the “Registration
Statement”) contained in the Staff’s letter dated March 30, 2022 (the “Comment Letter”). In response
to the comments set forth in the Comment Letter, the Company has amended the Registration Statement and is submitting it together with
this response letter (“Amendment No. 1”).

Set forth below are the Company’s responses to the Staff’s
comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments
as well as a summary of the responsive actions taken. Capitalized terms used but not defined within this letter have the meanings ascribed
to them in the revised Registration Statement.

General

 1. The registration statement registers a resale offering
of the convertible notes by selling securityholders. The legality opinion indicates a primary offering of convertible notes. Please revise
as appropriate to reconcile this discrepancy.

 ● Response: In response to the Staff's comment, the legality
opinion included as Exhibit 5.1 to Amendment No. 1 has been updated accordingly.

 2. Please tell us on what registration statement or exemption
you will rely to offer and sell the shares underlying the convertible notes to subsequent investors. Revise your disclosure, fee table
and legality opinion, as appropriate.

 ● Response: The Company respectfully advises the Staff
that, with respect to the issuance of the shares of common stock underlying the convertible notes, it is relying upon the exemption from
registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. This exemption is available because the elements
required under Section 3(a)(9) are satisfied by the issuance of the common stock issuable on conversion of the convertible notes: (i)
the issuer of the convertible notes will be the same as the issuer of the underlying shares of common stock, (ii) no additional consideration
from the holder of the convertible notes will be required for issuance of the shares of common stock on conversion; (iii) the exchange
will be made exclusively with existing security holders; and (iv) no commission or compensation will be paid for soliciting the exchange.

With respect to the future resale of the convertible notes on a secondary basis by the selling stockholder named in the Registration Statement,
the Company respectfully advises the Staff that it is registering the resale of such convertible notes on the Registration Statement,
as noted on the cover of the prospectus, in sub-section (ii) of the section entitled “Statement Pursuant to Rule 429”, pages
6-8 of the Registration Statement, sub-sections (vi) and (vii) of the first paragraph of the section entitled “Selling Securityholders”
and footnote 3 to the filing fee table contained in Exhibit 107 to Amendment No. 1.

Consistent with the Staff’s guidance
in Securities Act Section Compliance & Disclosure Interpretation 103.04 (August 14, 2009), the Company acknowledges that where securities
are convertible or exercisable within one year of issuance, any offer or resale of the overlying security implies that an offer or resale
of the underlying security has also taken place. Accordingly, the Company has also registered the shares of common stock underlying the
convertible notes on the Registration Statement, as noted on the cover of the prospectus, in sub-section (iii) of the section entitled
“Statement Pursuant to Rule 429”, page 5, sub-section (viii) of the first paragraph of the section entitled “Selling
Securityholders” and footnote 5 to the filing fee table contained in Exhibit 107 to Amendment No. 1.

With respect to the future resale of the shares of common stock underlying and issuable upon the conversion of the convertible notes on
a secondary basis by the selling stockholder named in the Registration Statement, the Company respectfully advises the Staff that it is
registering the resale of such shares pursuant to the Registration Statement, as noted on the cover of the prospectus, in sub-section
(iii) of the section entitled “Statement Pursuant to Rule 429”, page 5, sub-section (viii) of the first paragraph of the section
entitled “Selling Securityholders” and footnote 5 to the filing fee table contained in Exhibit 107 to Amendment No. 1.

In response to the Staff's comment,
the Company has revised the disclosure on the cover of the prospectus and page 56 of Amendment No. 1 as well as revised the Filing
Fee Table included as Exhibit 107 to Amendment No. 1.

 3. We note that your registration statement incorporates
by reference your Form 10-K for the fiscal year ended December 31, 2021, which in turn incorporates by reference certain Part III information
from a definitive proxy statement that you have not yet filed.

Please be advised that we cannot accelerate
the effective date of your registration statement until you have amended your Form 10-K to include the Part III information or have filed
a definitive proxy statement which includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms
Compliance and Disclosure Interpretations.

 ● Response: In response to the Staff’s comment,
the Company has revised the disclosure on page ii of Amendment No. 1 to reflect incorporation of the Company’s definitive proxy
statement filed with the Commission on March 31, 2022 into the Registration Statement, which includes all information required by Part
III of Form 10-K.

    2

 4. Please revise the exhibit index to refer to the legality
opinions for the prior Registration Statements on Form S-1 referenced prior to your prospectus cover page.

 ● Response: In response to the Staff’s comment,
the Company has revised the Exhibit Index to Part II of Amendment No. 1.

Please do not hesitate to contact me at (212) 450-4111,
(212) 701-5111 (fax) or michael.kaplan@davispolk.com if you have any questions regarding the foregoing or if I can provide any additional
information.

Very truly yours,

/s/ Michael Kaplan

Michael Kaplan

    cc:
    Melissa Berube, General Counsel

    Roshni Banker Cariello

    Davis Polk & Wardwell LLP

3

United States securities and exchange commission logo
March 30, 2022
Melissa Berube
General Counsel
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re:Eos Energy Enterprises, Inc.
Registration Statement on Form S-3
Filed March 4, 2022
File No. 333-263298
Dear Ms. Berube:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed March 4, 2022
General
1.The registration statement registers a resale offering of the convertible notes by selling
securityholders.  The legality opinion indicates a primary offering of convertible notes.
Please revise as appropriate to reconcile this discrepancy.
2.Please tell us on what registration statement or exemption you will rely to offer and sell
the shares underlying the convertible notes to subsequent investors.  Revise your
disclosure, fee table and legality opinion, as appropriate.
3.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2021, which in turn incorporates by reference
certain Part III information from a definitive proxy statement that you have not yet filed.

 FirstName LastNameMelissa Berube
 Comapany NameEos Energy Enterprises, Inc.
 March 30, 2022 Page 2
 FirstName LastName
Melissa Berube
Eos Energy Enterprises, Inc.
March 30, 2022
Page 2
Please be advised that we cannot accelerate the effective date of your registration
statement until you have amended your Form 10-K to include the Part III information or
have filed a definitive proxy statement which includes such information.  For guidance,
please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure
Interpretations.
4.Please revise the exhibit index to refer to the legality opinions for the prior Registration
Statements on Form S-1 referenced prior to your prospectus cover page.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Fullem at (202) 551-8337 or Geoffrey Kruczek at (202) 551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Roshni Banker Cariello

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EOS ENERGY ENTERPRISES, INC.

3920 Park Avenue

Edison, New Jersey 08820

March 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn:    Charles Eastman

Re:       Eos Energy Enterprises, Inc.

Registration Statement on Form S-1

File No. 333-254001

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Eos Energy Enterprises, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Washington, D.C. time, on March 16, 2021, or as soon thereafter as practicable.

Please contact Anthony Saur, of Morrison Cohen LLP, outside counsel to the Company, at (212) 735-8834, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Sagar Kurada

Sagar Kurada

Chief Financial Officer

cc:        Anthony Saur, Morrison Cohen LLP

United States securities and exchange commission logo
March 11, 2021
Sagar Kurada
Chief Financial Officer
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, New Jersey 08820
Re:Eos Energy Enterprises, Inc.
Form S-1 filed March 8, 2021
File No. 333-254001
Dear Mr. Kurada:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Charles Eastman, Staff Accountant, at (202) 551-3794 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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EOS ENERGY ENTERPRISES, INC.

3920 Park Avenue

Edison, New Jersey 08820

January 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn:    Geoff Kruczek

            Jay Ingram, Legal Branch Chief

Re:       Eos Energy Enterprises, Inc.

Registration Statement on Form S-1

File No. 333-251243

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Eos Energy Enterprises, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Washington, D.C. time, on January 21, 2021, or as soon thereafter as practicable.

Please contact Anthony Saur, of Morrison Cohen LLP, outside counsel to the Company, at (212) 735-8834, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Sagar Kurada

Sagar Kurada

Chief Financial Officer

cc:        Anthony Saur, Morrison Cohen LLP

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January 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Geoff Kruczek

    Jay Ingram, Legal Branch Chief

    Re:
    Eos Energy Enterprises, Inc.

    Registration Statement on Form S-1

    Filed December 10, 2020

    File No. 333-251243

Ladies and Gentlemen:

On behalf of our client, Eos Energy Enterprises,
Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced registration statement (the “Registration Statement”), contained in the Staff’s
letter dated December 16, 2020 (the “Comment Letter”).

The Company has filed via EDGAR its first amended
registration statement on Form S-1 (the “First Amended Registration Statement”), which reflects the Company’s
certain updated information. For ease of reference, the comment contained in the Comment Letter is printed below in bold and is
followed by the Company’s response. Capitalized terms used but not defined herein have the meanings set forth in the First
Amended Registration Statement.

Registration Statement on Form S-1 filed December 10, 2020

General

 1. It appears you are registering the primary issuance of 325,000 shares of common stock that are issuable upon the exercise
of a warrant issued to the Sponsor. Please note that a transaction that commenced privately cannot be converted to a registered
offering. Please advise us of the exercise provisions of the warrants referenced above. If you do not believe the warrants were
immediately exercisable (i.e., within one year) when issued privately, please explain why. Refer to Securities Act Sections Compliance
and Disclosure Interpretations Questions 103.04 and 134.02.

    1

Response: The Company acknowledges
the Staff’s comment and informs the Staff that the warrant to purchase 325,000 shares of common stock referenced in the Comment
Letter (the “Sponsor Warrant”) was a constituent part of the private placement units issued to the Sponsor simultaneously
with the closing of the Company’s initial public offering on May 22, 2020. The Sponsor Warrant separated from the private
placement units upon the consummation of the business combination on November 16, 2020.

The exercise provisions of the Sponsor
Warrant are set forth in that certain Warrant Agreement dated as of May 19, 2020, by and between the Company and Continental Stock
Transfer & Trust Company, as warrant agent (previously filed as Exhibit 4.1 to that certain Form 8-K, File No. 001-39291, filed
on May 22, 2020), which stipulates that the Sponsor Warrant is exercisable only during the period commencing on the later of (i)
the date that is thirty (30) days after the completion of the business combination, or (ii) the date that is twelve (12) months
from the date of the closing of the Company’s initial public offering, and terminating on the earlier to occur of (x) at
5:00 p.m., New York City time on the date that is five (5) years after the completion of the business combination, or (y) the liquidation
of the Company.

In addition, the Sponsor Warrant
may not be exercised unless (i) a registration statement under the Securities Act with respect to the shares of common stock underlying
the Public Warrants is then effective and a prospectus relating thereto is current, and (ii) unless the common stock issuable upon
the Sponsor Warrant’s exercise has been registered, qualified or deemed to be exempt from registration or qualification under
the securities laws of the state of residence of the registered holder of the Sponsor Warrant.

Because the Company’s initial
public offering consummated on May 22, 2020, the earliest the Sponsor Warrant is exercisable is May 22, 2021, one year following
its initial issuance. Therefore, the Sponsor Warrant was not immediately exercisable when issued privately.

The Company also notes that the penultimate paragraph on page 16
of the Registration Statement incorrectly stated the “warrants will become exercisable thirty (30) days following the Closing”.
The Company corrected this scrivener’s error to reflect the correct exercise terms set forth above.

If you have any additional comments or questions, please feel free
to contact Anthony Saur at (212) 735-8834.

Sincerely,

    /s/ Anthony M. Saur

    Anthony M. Saur

cc:  Joe Mastrangelo, Chief Executive Officer, Eos Energy Enterprises, Inc.

    2

United States securities and exchange commission logo
December 16, 2020
Joe Mastrangelo
Chief Executive Officer
Eos Energy Enterprises, Inc.
3920 Park Avenue
Edison, NJ 08820
Re:Eos Energy Enterprises, Inc.
Registration Statement on Form S-1
Filed December 10, 2020
File No. 333-251243
Dear Mr. Mastrangelo:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed December 10, 2020
General
1.It appears you are registering the primary issuance of 325,000 shares of common stock
that are issuable upon the exercise of a warrant issued to the Sponsor. Please note that a
transaction that commenced privately cannot be converted to a registered offering. Please
advise us of the exercise provisions of the warrants referenced above. If you do not
believe the warrants were immediately exercisable (i.e., within one year) when issued
privately, please explain why. Refer to Securities Act Sections Compliance and Disclosure
Interpretations Questions 103.04 and 134.02.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameJoe Mastrangelo
 Comapany NameEos Energy Enterprises, Inc.
 December 16, 2020 Page 2
 FirstName LastName
Joe Mastrangelo
Eos Energy Enterprises, Inc.
December 16, 2020
Page 2
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony M. Saur

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B. RILEY PRINCIPAL MERGER CORP. II

299 PARK AVENUE, 21st FLOOR

NEW YORK, NEW YORK 10171

VIA EDGAR

November 13, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Anne Nguyen Parker

    Re:
    B. Riley Principal Merger Corp. II

    Registration Statement on Form S-1 (the “Registration Statement”)

    File No. 333-249713

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, B. Riley Principal Merger Corp. II (the “Company”) hereby requests acceleration of the effective
date of the above referenced Registration Statement to 4:00 p.m., Washington, D.C. time, on November 16, 2020, or as soon thereafter
as practicable.

Please contact Elliott Smith, of White
& Case LLP, outside counsel to the Company, at (212) 819-7644, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Daniel Shribman

Daniel Shribman

Chief Executive Officer and Chief Financial Officer

cc:	Elliott Smith, White & Case LLP

United States securities and exchange commission logo
November 4, 2020
Daniel Shribman
Chief Executive Officer
B. Riley Principal Merger Corp. II
299 Park Avenue, 21st Floor
New York, NY 10171
Re:B. Riley Principal Merger Corp. II
Registration Statement on Form S-1
Filed October 28, 2020
File No. 333-249713
Dear Mr. Shribman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 23, 2020
Daniel Shribman
Chief Executive Officer
B. Riley Principal Merger Corp. II
299 Park Avenue, 21st Floor
New York, New York 10171
Re:B. Riley Principal Merger Corp. II
Preliminary Proxy Statement on Schedule 14A
Filed September 11, 2020
File No. 001-39291
Dear Mr. Shribman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Joel Rubinstein

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        October 13, 2020

        VIA EDGAR

        United States Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Attn: Charles Eastman, Staff Accountant

Melissa Raminpour, Accounting Branch Chief

Sergio Chinos, Staff Attorney

Geoffrey Kruczek, Staff Attorney

 Re: B. Riley Principal Merger Corp. II

Preliminary Merger Proxy Statement on
Schedule 14A

Filed September 11, 2020

File No. 001-39291

Ladies and Gentlemen:

On behalf of our client,
B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) with respect to the above-referenced preliminary merger proxy statement on Schedule 14A filed on September
11, 2020 (the “Preliminary Proxy Statement”), contained in the Staff’s letter dated October 6, 2020 (the “Comment
Letter”).

The Company has filed
via EDGAR its first amended Preliminary Proxy Statement on Schedule 14A (the “First Amended Proxy Statement”), which
reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference,
each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page
references in the responses set forth below refer to page numbers in the First Amended Proxy Statement. Capitalized terms used but
not defined herein have the meanings set forth in the First Amended Proxy Statement.

Preliminary Merger Proxy Statement on
Schedule 14A Filed September 11, 2020

General

 1. Please revise your letter to stockholders to clearly state that it is your preliminary proxy
statement.

Response: The Company
acknowledges the Staff’s comment and has revised the letter to stockholders on the first of page of the Company’s letter to its stockholders to state that it is the Company’s
preliminary proxy statement.

    1

United States Securities and Exchange Commission

October 13, 2020

Background of the Business Combination,
page 74

 2. We note your disclosure that prior to the consummation of BMRG’s IPO in May 2020, a
                                                                       search for a potential target had not been conducted. We also note your disclosure that in 2019, Mr. Shribman was looking for potential acquisition
targets, and that on July 15, 2019 BMRG and Eos entered into a negotiated non-disclosure agreement. Please revise accordingly.

Response: The Company
acknowledges the Staff’s comment and informs the Staff that reference to BMRG regarding the July 15, 2019 non-disclosure
agreement with Eos was a scrivener’s error. The Company has revised its disclosures on page 75 to state that B. Riley
Principal Merger Corp. I (“BRPM”), which conducted its initial public offering in April of 2019, was looking at potential
acquisition targets and that a non-disclosure agreement was entered into on July 15, 2019 between BRPM and Eos to allow Mr. Shribman
as the CFO of BRPM to evaluate Eos as a potential investment opportunity for BRPM.

 3. Please revise to clarify how the transaction structure and consideration evolved during the
negotiations between the parties, including proposals and counter-proposals made during the course of those negotiations.

Response: In response
to the Staff’s comment, the Company has revised its disclosures under the heading “Background of the Business Combination”
on pages 74 – 77 accordingly.

BMRG’s Board of Directors’
Reasons for the Approval of the Business Combination, page 77

 4. Please expand your disclosure to provide the basis for your claim that Eos will be the first
fully commercialized industrial energy storage business in the United States capable of fulfilling sizable customer orders.

Response: The Company
has revised its disclosure on page 78 to disclose that the statement represents the board’s beliefs based on Eos’
management deep industry knowledge and expertise and review of available market and industry data.

Certain Projected Financial Information,
page 79

 5. Please revise your projections table found on page 79 to include information for 2023 and 2024 as provided in the Investor
Presentation included with the Form 8-K dated September 8, 2020. In addition, please revise your filing to include all material
information found in the Investor Presentation. For example, but not limited to, material facts, figures, and graphics that serve
as the basis for your claim that your product provides lower customer risk, increased return on investment, and added safety.

Response: The Company
acknowledges the Staff’s comment and has revised the table on page 80 to include projection information for years
2023 and 2024, as well as revised its disclosures under the heading “Industry Overview” on pages 115 – 116, “The Eos Solution” on pages 118 – 119 and
“Eos’s Competitive Strengths” on pages 119 – 120 accordingly.

* * *

    2

United States Securities and Exchange Commission

October 13, 2020

Please do not hesitate to contact Joel
Rubinstein at (212) 819-7642 or Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding
this letter.

Sincerely,

    /s/ White & Case LLP

White & Case LLP

 cc: Daniel Shribman, B. Riley Principal Merger Corp. II

3

United States securities and exchange commission logo
October 6, 2020
Daniel Shribman
Chief Executive Officer
B. Riley Principal Merger Corp. II
299 Park Avenue, 21st Floor
New York, New York 10171
Re:B. Riley Principal Merger Corp. II
Preliminary Proxy Statement on Schedule 14A
Filed September 11, 2020
File No. 001-39291
Dear Mr. Shribman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 11, 2020
General
1.Please revise your letter to stockholders to clearly state that it is your preliminary proxy
statement.
Background of the Business Combination, page 74
2.We note your disclosure that prior to the consummation of BMRG’s IPO in May 2020, a
search for a potential target had not been conducted.  We also note your disclosure that in
2019, Mr. Shribman was looking for potential acquisition targets, and that on July 15,
2019 BMRG and Eos entered into a negotiated non-disclosure agreement.  Please revise
accordingly.

 FirstName LastNameDaniel Shribman
 Comapany NameB. Riley Principal Merger Corp. II
 October 6, 2020 Page 2
 FirstName LastName
Daniel Shribman
B. Riley Principal Merger Corp. II
October 6, 2020
Page 2
3.Please revise to clarify how the transaction structure and consideration evolved during the
negotiations between the parties, including proposals and counter-proposals made during
the course of those negotiations.
BMRG’s Board of Directors’ Reasons for the Approval of the Business Combination, page 76
4.Please expand your disclosure to provide the basis for your claim that Eos will be the first
fully commercialized industrial energy storage business in the United States capable of
fulfilling sizable customer orders.
Certain Projected Financial Information, page 78
5.Please revise your projections table found on page 79 to include information for 2023 and
2024 as provided in the Investor Presentation included with the Form 8-K dated
September 8, 2020.  In addition, please revise your filing to include all material
information found in the Investor Presentation.  For example, but not limited to, material
facts, figures, and graphics that serve as the basis for your claim that your product
provides lower customer risk, increased return on investment, and added safety.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sergio Chinos, Staff
Attorney, at (202) 551-7844 or Geoffrey Kruczek, Staff Attorney, at (202) 551-3641 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Joel Rubinstein

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May 15, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: John Stickel

    Re:
    B. Riley Principal Merger Corp. II (the “Company”)

    Registration Statement on Form S-1

    File No. 333-237812

Dear Mr. Stickel:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of the Company
that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-237812) (the “Registration
Statement”) be accelerated so as to permit it to become effective at 4:00 p.m., New York City time, on May
19, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Winston & Strawn
LLP, requests by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, we hereby advise you that as of the date hereof, 685 copies of the Preliminary Prospectus initially
dated May 15, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and
others.

We confirm that the underwriters participating in the offering have
complied with, and will continue to comply with, the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act
of 1934, as amended.

    Very truly yours,

    B. RILEY FBR, INC.

    By: /s/ Jimmy Baker

    Name: Jimmy Baker

        Title: Executive Vice President

           and Head of Capital Markets

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B. Riley Principal Merger Corp. II

299 Park Avenue, 21st Floor

New York, NY 10171

May 15, 2020

VIA EDGAR

John Stickel

Office of Finance

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: B. Riley Principal Merger Corp. II

Registration Statement on Form S-1

Filed April 23, 2020, as amended

File No. 333-237812

Dear Mr. Stickel:

Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, B. Riley Principal Merger Corp. II respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. Washington D.C. time on May 19, 2020, or as soon thereafter as practicable.

Please call Daniel Nussen
of Winston & Strawn LLP at (213) 615-1972 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

    Very
truly yours,

B.
Riley Principal Merger Corp. II

By:
/s/ Daniel Shribman

Name:
Daniel Shribman

Title:
Chief Executive Officer and Chief Financial Officer

 cc: Daniel Nussen, Winston & Strawn LLP

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Daniel
E. nussen

Of Counsel

(213) 615-1972

dnussen@winston.com

April 23, 2020

VIA EDGAR

John Stickel

Susan Block

Office of Finance

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: B. Riley Principal Merger Corp. II

Draft Registration Statement
on Form S-1

Submitted March 2, 2020

CIK No. 0001805077

Dear Mr.
Stickel:

On behalf of our client,
B. Riley Principal Merger Corp. II (the “Company”), we are writing to submit the Company’s responses to
the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”) set forth in its letter, dated March 27, 2020, relating to the Company’s
Draft Registration Statement on Form S-1 submitted to the Commission on March 2, 2020 (the “Draft Registration Statement”).

The Company has filed
via EDGAR its Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information.

We have set forth below
the comments of the Staff in bold and the Company’s responses thereto. Capitalized terms used herein but not defined herein
have the meanings given to such terms in the Form S-1.

    April 23, 2020

Page 2

Draft Registration Statement on Form
S-1 submitted March 2, 2020

Initial Business Combination, page 6

 1. We note your disclosure that if the board is not able to independently determine the fair market
value of the target business or businesses, you will obtain an opinion from an independent investment banking firm or an independent
valuation or appraisal firm. Consistent with your disclosure on page 44, please disclose here that you are not required to obtain
a fairness opinion from an independent investment banking firm or an independent accounting firm unless you pursue a business combination
with an affiliated entity.

Response: The Company
has revised the disclosure on page 6 is response to the comment of the Staff.

Manner of Conducting Redemptions, page
87

 2. You state that your determination to seek stockholder approval of a proposed business combination
or conduct a tender offer will be based on “a variety of factors.” Please describe the factors that you will consider
in making this determination and briefly explain how the timing of the proposed transaction would weigh in favor or against a determination
to seek stockholder approval, or advise.

Response: The Company
has revised the disclosure on pages 86 and 87 in response to the comment of the Staff.

Please contact me at
(213) 615-1972 if you have any questions or require any additional information in connection with this letter or the Form S-1.

Sincerely,

/s/ Daniel E. Nussen

March 27, 2020
Daniel Shribman
Chief Financial Officer
B. Riley Principal Merger Corp. II
299 Park Avenue
21st Floor
New York, New York 10171
Re:B. Riley Principal Merger Corp. II
Draft Registration Statement on Form S-1
Submitted March 2, 2020
CIK No. 0001805077
Dear Mr. Shribman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted March 2, 2020
Initial Business Combination, page 6
1.We note your disclosure that if the board is not able to independently determine the fair
market value of the target business or businesses, you will obtain an opinion from an
independent investment banking firm or an independent valuation or appraisal firm.
Consistent with your disclosure on page 44, please disclose here that you are not required
to obtain a fairness opinion from an independent investment banking firm or an
independent accounting firm unless you pursue a business combination with an affiliated
entity.

 FirstName LastNameDaniel Shribman
 Comapany NameB. Riley Principal Merger Corp. II
 March 27, 2020 Page 2
 FirstName LastName
Daniel Shribman
B. Riley Principal Merger Corp. II
March 27, 2020
Page 2
Manner of Conducting Redemptions, page 87
2.You state that your determination to seek stockholder approval of a proposed business
combination or conduct a tender offer will be based on "a variety of factors."  Please
describe the factors that you will consider in making this determination and briefly explain
how the timing of the proposed transaction would weigh in favor or against a
determination to seek stockholder approval, or advise.
            You may contact John Spitz at 202-551-3484 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters.  Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance