ESS Tech, Inc. Form 8-K Summary
Business Context and Reporting Period
ESS Tech, Inc. filed this Current Report on May 3, 2023, under Item 4.01 regarding a change in its independent registered public accounting firm. The change applies to the fiscal year ending December 31, 2023.
Auditor Change
- On May 2, 2023, the Audit Committee appointed KPMG LLP as the Company’s independent registered public accounting firm, effective immediately.
- Ernst & Young LLP (EY), the predecessor auditor, had previously informed the Company that it declined to stand for re-election for the audit of the fiscal year ending December 31, 2023.
- EY’s May 3, 2023 letter, attached as Exhibit 16.1, states that EY agrees with the statements made in the Company’s April 14, 2023 Form 8-K regarding its departure.
Financial Metrics and Liquidity
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating or financial metrics.
Material Changes, Commentary, and Risks
- The filing states that neither the Company nor anyone acting on its behalf consulted KPMG during the two most recent fiscal years ended December 31, 2022 and 2021, or the interim period from January 1, 2023 through May 2, 2023, regarding specified accounting, auditing, financial reporting, disagreement, or reportable-event matters.
- The filing does not identify any disagreement with EY, reportable event, or accounting-principle issue associated with the auditor transition.
- The filing does not provide new business guidance or outlook commentary. The auditor change may warrant attention because EY declined to stand for re-election, although the filing does not state that the decision resulted from a disagreement or reportable event.
Important Facts for Investors to Verify
- Review the Company’s April 14, 2023 Form 8-K for EY’s original notice and the circumstances surrounding its decision not to stand for re-election.
- Review Exhibit 16.1, EY’s May 3, 2023 concurrence letter.
- Monitor subsequent filings for KPMG’s audit reports, any identified internal-control or financial-reporting matters, and the Company’s financial results for the year ending December 31, 2023.