UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
On October 22, 2021, the audit committee of the board of directors (the “Audit Committee”) of ESS Tech, Inc., f/k/a ACON S2 Acquisition Corp. (the “Company”) (i) approved the dismissal of Marcum LLP (“Marcum”), who served as the independent registered public accounting firm for ACON S2 Acquisition Corp., the legal predecessor of the Company prior to the business combination (the “Merger”) with ESS Tech Subsidiary, Inc., f/k/a ESS Tech, Inc. (“ESS Tech Subsidiary”), as the Company’s independent registered public accounting firm 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, and (ii) approved the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. EY previously served as the independent registered public accounting firm for ESS Tech Subsidiary prior to the Merger.
The report of Marcum on the Company’s financial statements as of December 31, 2020 and for the period from July 21, 2020 (inception) through December 31, 2020, contained an explanatory paragraph related to substantial doubt to continue as a going concern but did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During the period from July 21, 2020 (the Company’s inception) to December 31, 2020 and the subsequent interim period through October 28, 2021, there were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference thereto in its report on the Company’s pre-Merger financial statements as of December 31, 2020 and for the period from July 21, 2020 (the Company’s inception) to December 31, 2020. During the period from July 21, 2020 (the Company’s inception) to December 31, 2020 and the subsequent interim period through October 28, 2021, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except for a material weakness in the Company’s pre-Merger internal control over financial reporting related to the accounting for warrants issued by the Company.
The Company provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company set forth above. A copy of Marcum’s letter, dated October 28, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the period from July 21, 2020 (the Company’s inception) through October 28, 2021, neither the Company, nor any party on behalf of the Company, consulted with EY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by EY that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 16.1 | Letter from Marcum LLP regarding Change in Independent Registered Public Accounting Firm dated October 28, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 28, 2021
| ESS TECH, INC. | ||
| By: | /s/ Craig Evans | |
| Name: | Craig Evans | |
| Title: | President | |