Business Context and Reporting Period
This Form 8-K was filed by ACON S2 Acquisition Corp. on September 28, 2021. The filing concerns its pending business combination with ESS Tech, Inc., an energy-storage company. Upon closing, ACON S2 expected to domesticate as a Delaware corporation, merge its wholly owned subsidiary with ESS, and change its name to ESS Tech, Inc.
Key Financial Metrics
The filing does not provide revenue, earnings, cash flow, margins, debt, liquidity, or other operating financial metrics for ESS or ACON S2.
Material Changes Versus the Prior Comparable Period
- ACON S2 announced its intention to voluntarily delist its units, ordinary shares, and warrants from Nasdaq after completion of the business combination.
- Subject to shareholder approval, NYSE listing requirements, and other closing conditions, the transaction was expected to close on or about October 8, 2021.
- The last day of trading on Nasdaq was expected to be on or about October 8, 2021, with a Form 25 to be filed for delisting.
- Trading of the combined company’s common shares and warrants on the NYSE was expected to begin on or about October 11, 2021 under the symbols “GWH” and “GWH.W.” No units were expected to trade after closing.
Guidance, Outlook, Risks, and Unusual Items
The transaction remained subject to final shareholder approval at the October 5, 2021 extraordinary general meeting, satisfaction of NYSE listing requirements, and other customary closing conditions. The filing cautions that the transaction might not close on time or at all and could be terminated.
Forward-looking risks include disruption to ESS’s business and relationships, changes in competitive and regulated markets, regulatory changes, variations in operating performance, changes in the combined capital structure, and the ability to execute business plans and realize anticipated opportunities.
The filing also includes customary proxy-solicitation, securities-offering, and forward-looking-statement disclosures. Investors were directed to the definitive proxy statement/prospectus and related SEC filings for transaction details and risk factors.
Important Facts to Verify
- Whether shareholders approved the business combination at the October 5, 2021 meeting.
- Whether all closing conditions and NYSE listing requirements were satisfied.
- The actual closing date, Nasdaq delisting date, and start of NYSE trading.
- The final ticker symbols and capitalization of the combined company.
- The financial condition, operating results, funding requirements, and risks of ESS, which are not provided in this 8-K.