false 0001819438 0001819438 2021-11-22 2021-11-22 0001819438 gwh:CommonStock0.0001ParValuePerShare2Member 2021-11-22 2021-11-22 0001819438 gwh:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.501Member 2021-11-22 2021-11-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 22, 2021

 

ESS TECH, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-39525   98-1550150

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

26440 SW Parkway Ave., Bldg. 83

Wilsonville, Oregon

 
  97070
(Address of principal executive offices)   (Zip code)

(855) 423-9920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   GWH   The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50   GWH.W   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition

The information set forth under Item 4.02 is incorporated into this Item 2.02 by reference.

 

Item 4.01

Changes in Registrant’s Certifying Accountant

On October 28, 2021, ESS Tech, Inc. (“ESS” or the “Company”, f/k/a ACON S2 Acquisition Corp., or “STWO”) filed a Current Repot on Form 8-K stating that Marcum, LLP (“Marcum”), the Company’s independent registered public accounting firm, would be dismissed following its review of the Company’s quarter ended September 30, 2021, which consists only of the accounts of the pre-business combination special purpose acquisition company. Marcum will now remain engaged by the Company to effect the restatement for the Affected Period, as discussed below.

 

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

The management of ESS has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in STWO’s initial public offering (the “IPO”) on September 21, 2020. Historically, a portion of the Class A Ordinary Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that STWO would consummate its initial business combination only if it had net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Class A Ordinary Shares include certain provisions that require classification of the Class A Ordinary Shares as temporary equity regardless of the minimum net tangible assets required to complete STWO’s initial business combination.

Marcum was the independent registered public accounting firm during the Affected Period (as defined below) and for the life of STWO, which consummated a business combination with ESS Tech Subsidiary, Inc. (“Legacy ESS”) on October 8, 2021, pursuant to that certain Agreement and Plan of Merger dated May 6, 2021, by and among STWO, SCharge Merger Sub, Inc. and Legacy ESS.

Therefore, on November 22, 2021, the Company’s management and the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), after consultation with Marcum, concluded that STWO’s previously issued (i) audited balance sheet as of September 21, 2020, as previously restated, as reported in the Current Report on Form 8-K filed on September 25, 2020, (ii) audited financial statements as of December 31, 2020, and for the period from July 21, 2020 (inception) to December 31, 2020, as previously restated, as reported in the Annual Report on Form 10-K/A filed on May 24, 2021, (iii) unaudited interim financial statements as of September 30, 2020, and for the period from July 21, 2020 (inception) through September 30, 2020 as previously restated, as reported in Quarterly Report on Form 10-Q filed on November 16, 2020, (iv) unaudited interim financial statements as of March 31, 2021, and for the period from January 1, 2021 through March 31, 2021, as reported in Quarterly Report on Form 10-Q filed on May 24, 2021, and (v) unaudited interim financial statements as of June 30, 2021, and for the period from April 1, 2021 through June 30, 2021, as reported in Quarterly Report on Form 10-Q filed on May 24, 2021, (the “Affected Period”) should no longer be relied upon and should be restated to report Class A Ordinary Shares as liabilities, restate the statement of changes in shareholders’ equity and restate EPS to allocate income and losses pro rata between the two classes of shares outstanding. Similarly, Report of Independent Registered Public Accounting Firm dated March 31, 2021, except for the effects of the restatement discussed in Note 2, as to which date is May 24, 2021, on the financial statements as of December 31, 2020 and for the period from July 21, 2020 (date of inception) through December 31, 2020, Report of Independent Registered Public Accounting Firm dated September 25, 2020 on the balance sheet as of September 21, 2020, and the registration statements, shareholder communications, investor presentations or other communications describing relevant portions of STWO’s financial statements for these periods should no longer be relied upon. As such, the Company will restate its audited financial statements as of December 31, 2020, and for the period from July 21, 2020 to December 31, 2020, and amend its Form 10-K/A as previously filed on May 24, 2021.

The historical financial statements of Legacy ESS are not affected by the above changes.

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

The Audit Committee and the Company’s management have discussed the matters disclosed in this Item 4.02(a) with Marcum.


Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K, which are not historical facts, are forward-looking statements, including statements about the Restatement on the Company’s previously issued financial statements and the filing of amended filings to reflect the Restatement. Such forward-looking statements speak only as of the date of this Current Report. These forward-looking statements are based on management’s current expectations, assumptions and beliefs regarding future events and are based on currently available information as to the outcome and timing of future events, certain of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important factors. These factors include, but are not limited to, the discovery of additional information relevant to the Affected Period, higher than expected charges after completing the Restatement process, and delays in filing amended filings for the Affected Period due to the Company’s efforts to complete the Restatement and respond to U.S. Securities and Exchange Commission comments, if any. Any or all of these occurrences could cause actual results to differ from those in the forward-looking statements.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: November 22, 2021

 

ESS TECH, INC.

By:  

/s/ Amir Moftakhar

Name:   Amir Moftakhar
Title:   Chief Financial Officer
ACON S2 Acquisition (NASDAQ:STWOU)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more ACON S2 Acquisition Charts.
ACON S2 Acquisition (NASDAQ:STWOU)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more ACON S2 Acquisition Charts.