UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
As previously disclosed, on May 6, 2021, ESS Tech, Inc., a Delaware corporation (formerly known as ACON S2 Acquisition Corp.) (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SCharge Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and ESS Tech Subsidiary, Inc., a Delaware corporation (formerly known as ESS Tech, Inc.) (“Legacy ESS”), pursuant to which, on the terms and subject to the conditions therein, Merger Sub would merger with and into Legacy ESS with Legacy ESS surviving as a wholly owned subsidiary of the Company (such transactions, the “Business Combination”). In a related transaction, SB Energy Global Holdings One Limited (“SB Energy”) entered into an agreement with Legacy ESS on May 6, 2021 to ensure that certain SB Energy rights in Legacy ESS were retained or revised in the event the Business Combination were consummated. The vesting of certain SB Energy ownership interests and related rights (the “CFIUS Transaction”) – with such rights and interests to be held directly in Legacy ESS or indirectly through the Company depending on the outcome of the Business Combination – was deferred pending clearance of a filing submitted by Legacy ESS and SB Energy to the Committee on Foreign Investment in the United States (“CFIUS”). The Business Combination closed on October 8, 2021.
On October 28, 2021, CFIUS informed the Company and SB Energy in writing that CFIUS had concluded its review under Section 721 of the Defense Production Act of 1950 (“DPA”) of the CFIUS Transaction. CFIUS determined that there were no unresolved national security concerns with respect to the CFIUS Transaction and that it had concluded action under the DPA.
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: November 4, 2021
| ESS TECH, INC. | ||
| By: | /s/ Amir Moftakhar | |
| Name: | Amir Moftakhar | |
| Title: | Chief Financial Officer | |