ESS Tech, Inc. current report, 22 October 2021

Vollständiges Dokument

ESS Tech, Inc. Form 8-K Summary

Business Context and Reporting Period

ESS Tech, Inc., formerly ACON S2 Acquisition Corp., filed this Current Report on October 28, 2021, regarding an event dated October 22, 2021. The filing concerns the company’s change in independent registered public accounting firm following its business combination with ESS Tech Subsidiary, Inc. The filing references the quarter ended September 30, 2021, and the audit of consolidated financial statements for the year ending December 31, 2021.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.

Material Changes Versus the Prior Comparable Period

  • The Audit Committee approved the dismissal of Marcum LLP, which served as auditor for the pre-merger ACON S2 Acquisition Corp.
  • The Audit Committee approved the engagement of Ernst & Young LLP (EY) to audit the consolidated financial statements for the year ending December 31, 2021. EY previously served as auditor for ESS Tech Subsidiary before the merger.
  • Marcum’s prior report on the pre-merger financial statements included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern, but was not adverse, disclaimed, or qualified.

Guidance, Risks, Contingencies, and Unusual Items

  • The company reported no disagreements with Marcum regarding accounting principles, financial statement disclosure, or audit scope and procedures.
  • The company reported no reportable events other than a material weakness in pre-merger internal control over financial reporting related to accounting for warrants issued by the company.
  • The filing does not provide updated management guidance or an assessment of whether the going-concern uncertainty or internal-control material weakness has been resolved.
  • Marcum’s letter dated October 28, 2021, regarding the auditor change is filed as Exhibit 16.1.

Investor Verification Items

  1. Review the subsequent audited financial statements and auditor’s report issued by EY for the year ending December 31, 2021.
  2. Verify whether the prior going-concern uncertainty continued after the merger.
  3. Assess remediation of the material weakness concerning warrant accounting and related internal controls.
  4. Review Exhibit 16.1 to confirm Marcum’s response to the company’s disclosures.