Eos Energy Enterprises, Inc.
A maker of long-duration energy storage systems, Eos builds big zinc-based batteries that utilities and industrial customers use to store power on the grid. Founded in 2008, its battery line carries the name Znyth, a mashup of the element symbol for zinc (Zn) and the word "zenith," or highest point. Its batteries are water-based and non-flammable, made from abundant, recyclable materials, and built in the United States.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Cerberus Capital Management II, L.P. | 13D/AActivist | 32.6% | 175.83M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| CCM Denali Equity Holdings, LP | 13D/AActivist | 32.6% | 175.83M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| CCM Denali Equity Holdings GP, LLC | 13D/AActivist | 32.6% | 175.83M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| CCM Frontier JV Holdco, LLC | 13D/AActivist | 5.2% | 20.02M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| CCM Frontier Power USA Holdings, LP | 13D/AActivist | 5.2% | 20.02M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| CCM Frontier Power USA Holdings GP, LLC | 13D/AActivist | 5.2% | 20.02M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| Cerberus GP Manager LLC | 13D/AActivist | 5.2% | 20.02M | Aug 6, 2026 |
Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the previously disclosed A&R Term Sheet, on August 4, 2026, the Issuer, CCM Frontier, and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP ("HBC"), consummated the closing of the funding (the "Funding") of Frontier Power USA Parent, LLC (the "JV Company"), a Delaware limited liability company and a joint venture among the Issuer, CCM Frontier and HBC. Pursuant to a Contribution and Warrants Purchase Agreement (the "Contribution and Warrants Purchase Agreement"), dated as of August 4, 2026, by and between CCM Frontier and the JV Company, CCM Frontier (i) caused the JV Company to receive the benefit of certain contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the Frontier power platform developed by affiliates of CCM Frontier and (ii) contributed cash and certain assets to the JV Company as detailed in the Contribution and Warrants Purchase Agreement. In exchange therefor and for certain funds previously contributed by CCM Frontier to the JV Company, the JV Company (A) issued to CCM Frontier 50,000,001 Class A-1 Units of the JV Company and 100,000,000 Class A-2 Units of the JV Company and (B) sold and transferred to CCM Frontier warrants to purchase 20,017,772 shares of Common Stock of the Issuer (the "JV Warrants") that were previously contributed to the JV Company by the Issuer. The foregoing description of the Contribution and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Contribution and Warrants Purchase Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference. The JV Warrants are governed by that certain Warrant Agreement, dated as of August 4, 2026, by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). The JV Warrants are exercisable at an exercise price of $5.481 per share of Common Stock and expire on the tenth anniversary of the date of issuance. The JV Warrants may be exercised for cash or on a cashless basis. The Issuer may lower the exercise price and extend the duration of the JV Warrants under certain conditions described in the Warrant Agreement. The Issuer has certain rights to redeem the JV Warrants beginning five years after the date of issuance of the JV Warrants under certain conditions described in the Warrant Agreement. The JV Warrants are subject to customary anti-dilution adjustments as described in the Warrant Agreement. The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, the form of which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. In connection with the closing of the Funding, on August 4, 2026, the JV Company, the Issuer, CCM Frontier and HBC entered into an Amended and Restated Limited Liability Company Agreement of the JV Company, which provides for the governance, management and operations of the JV Company. In addition, on August 4, 2026, (i) the Issuer, the JV Company and HBC entered into an Exchange Agreement, which, among other things, provides HBC with the right, from time to time, to exchange Class C Units in the JV Company that it holds for shares of Common Stock of the Issuer and (ii) the JV Company, CCM Frontier and the Issuer entered into a letter agreement, which, among other things, provides that if HBC exercises its exchange right, 10% of the Class C Units in the JV Company that the Issuer receives in the exchange are cancelled and reissued to CCM Frontier and CCM Frontier will have the right to purchase up to the remaining 90% of such Class C Units from the Issuer at a price of $1.00 per Class C Unit. Further, on August 4, 2026, the Issuer and CCM Frontier entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to customary resale registration rights for the shares of Common Stock issuable upon the exercise of the JV Warrants. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and, as soon as practicable, but in no event later than the 30th calendar day after August 4, 2026, file with the SEC a registration statement on Form S-3 covering the resale of the shares of Common Stock issuable upon exercise of the JV Warrants. In addition, the Issuer agreed to use its best efforts to have such resale registration statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of the (i) 60th calendar day after August 4, 2026, and (ii) the second business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 99.5 and is incorporated herein by reference. In addition, CCM Denali Equity has agreed to extend the lock-up restriction of Section 4.1(d) of the previously disclosed Securities Purchase Agreement to December 21, 2026. | ||||
| BlackRock, Inc. | 13G/APassive | 7.6% | 25.90M | Jul 28, 2026 |
| Vanguard Capital Management | 13GPassive | 5.07% | 17.24M | Apr 29, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |