EX-FILING FEES 4 exhibit107-sx1posam.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Tables
FORM S-1
(Form Type)
ESS TECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security TypeSecurity Class TitleFee Calculation or Carry Forward Rule
Amount Registered (1)(2)
Proposed Maximum Offering Price Per Unit (3)
Maximum Aggregate Offering PriceFee Rate
Amount of Registration Fee (4)
Carry Forward Form TypeCarry Forward File NumberCarry Forward Initial effective dateFiling Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be paidEquityCommon Stock, par value $0.0001 per shareOther4,092,576$4.22$17,270,671$92.70 per $1,000,000$1,601
Fees previously paid
Carry Forward Securities
Carry Forward Securities
Total Offering Amounts$1,601
Total Fees Previously Paid$0
Total Fee Offsets$1,601
Net Fee Due$0
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the registrant’s common stock, par value $0.0001 (“Common Stock”), per share that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of registrant’s common stock, as applicable.
(2)Consists of 4,092,576 shares of the registrant’s Common Stock beneficially owned by certain former stockholders of ESS Tech Subsidiary, Inc., a Delaware corporation (formerly known as ESS Tech, Inc.) (“Legacy ESS”), which were previously registered pursuant to the registration statement on Form S-4 initially filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021 (File No. 333-257232). These shares are registered for resale on this registration statement.
(3)Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s Common Stock quoted on the New York Stock Exchange on February 25, 2022.
(4)Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by the Fee Rate.



Table 2: Fee Offset Claims and Sources
Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing DateFiling DateFee Offset ClaimedSecurity Type Associated with Fee Offset ClaimedSecurity Title Associated with Fee Offset ClaimedUnsold Securities Associated with Fee Offset ClaimedUnsold Aggregate Offering Amount Associated with Fee Offset ClaimedFee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset ClaimsESS Tech, Inc.S-1
333-
261900(1)
December 27, 2021$1,601EquityCommon Stock, par value $0.0001 per share6,500,000$74,692,800
Fee Offset SourcesESS Tech, Inc.S-1
333-
261900(1)
December 27, 2021$6,950
(1)The registrant withdrew the registration statement on Form S-1 (No. 333-261900) by filing a Form RW on February 8, 2022. The withdrawn registration statement on Form S-1 (No. 333-261900) was not declared effective and no securities were sold thereunder.
Table 3: Combined Prospectuses
Security TypeSecurity Class TitleAmount of Securities Previously RegisteredMaximum Aggregate Offering Price of Securities Previously RegisteredForm TypeFile NumberInitial Effective Date
EquityCommon Stock, par value $0.0001 per share125,952,180$2,071,913,361S-1333-260693November 10, 2021