NT 10-Q

Date: November 15, 2021

ESS Tech, Inc.

/s/ Amir Moftakhar

Amir Moftakhar

Chief Financial Officer


SEC FILE NUMBER
001-39525
CUSIP NUMBER
26916J106

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check One)		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

		For Period Ended: September 30, 2021

		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F

		☐ Transition Report on Form 11-K

		☐ Transition Report on Form 10-Q

		☐ Transition Report on Form N-SAR

		For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

ESS Tech, Inc.

Full Name of Registrant

ACON S2 Acquisition Corp.

Former Name if Applicable

26440 SW Parkway Ave., Bldg. 83

Address of Principal Executive Office (Street and Number)

Wilsonville, OR 97070

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

ESS Tech, Inc. (“ESS” or the “Company”, f/k/a ACON S2 Acquisition Corp.) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Q3 2021 Form 10-Q”) by the prescribed due date for the reasons described below.

As a result of recent guidance to Special Purpose Acquisition Companies by the U.S. Securities and Exchange Commission regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on its financial statements. The Company had previously classified a portion of the Class A ordinary shares (the “Class A Ordinary Shares”) of ACON S2 Acquisition Corp, which consummated a business combination with the Company on October 8, 2021, in permanent equity. In consultation with the Company’s management and independent registered public accounting firm, the Company’s audit committee is currently evaluating the appropriate classification of all of the Class A Ordinary Shares in accordance with ASC 480-10-S99.

The Company is working diligently to complete the Q3 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the redeemable equity instruments in accordance with ASC 480-10-S99 and appropriately reporting such treatment in the Q3 2021 Form 10-Q, the Company is unable to complete and file the Q3 2021 Form 10-Q by the required due date of November 15, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report within five calendar days thereof.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Amir Moftakhar

(503)

709-4726

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ YES ☐ NO

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ YES ☒ NO

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

ESS Tech, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.