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ESS Tech, Inc.

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 31, 2025

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Extracted filing text, with the paragraph anchors used by the comparison.

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Table of Contents

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
Item 1.Business4
Item 1A.Risk Factors9
Item 1B.Unresolved Staff Comments44
Item 1C.Cybersecurity44
Item 2.Properties46
Item 3.Legal Proceedings46
Item 4.Mine Safety Disclosures46
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities47
Item 6.Reserved47
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47
Item 7A.Quantitative and Qualitative Disclosures About Market Risk55
Item 8.Financial Statements and Supplementary Data56
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures82
Item 9A.Controls and Procedures82
Item 9B.Other Information82
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82
PART III
Item 10.Directors, Executive Officers and Corporate Governance82
Item 11.Executive Compensation90
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters95
Item 13.Certain Relationships and Related Transactions, and Director Independence97
Item 14.Principal Accounting Fees and Services100
PART III
Item 15.Exhibits and Financial Statement Schedules102
SIGNATURES105
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including, without limitation, statements in “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “possible,” “may,” “might,” “will,” “potential,” “projects,” “predicts,” “continue,” “could,” “would” or “should,” or, in each case, their negative or other variations or comparable terminology. These words and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business.

These statements are based on management’s current expectations, but actual results may differ materially due to various factors, risks, and uncertainties, including, but not limited to:

our financial and business performance, including financial projections and business metrics;

changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

the implementation, market acceptance and success of our technology and business model;

our ability to scale in a cost-effective manner;

developments and projections relating to our competitors and industry;

the impact of the Russia-Ukraine conflict, geopolitical tensions involving China, tensions in the Middle East, and similar macroeconomic events, including global supply chain challenges, foreign currency fluctuations, instability in the financial markets, fluctuating inflation and interest rates and monetary policy changes, upon our and our customers’, contractors’, suppliers’ and partners’ respective businesses;

our expectations regarding our ability to obtain and maintain intellectual property protection and manufacture and sell our products and services without infringing on the rights of others;

our future capital requirements and sources and uses of cash;

our ability to obtain funding for our operations and the impact of any cash conservation or fundraising measures;

our business, expansion plans and opportunities;

our relationships with third parties, including our customers, contractors, and suppliers;

issues related to the shipment, installation, and operation of our products;

issues related to contract execution, including customer site readiness and acceptance of our products;

our ability to enter into commercial or strategic partnerships or transactions and recognize benefits therefrom;

the outcome of any known and unknown litigation and regulatory proceedings;

our ability to successfully deploy the proceeds from the Business Combination (as defined herein), other investments in our Company and any borrowing under our existing or future credit agreements;

our ability to satisfy certain New York Stock Exchange (“NYSE”) listing requirements and maintain a trading market for our common stock;

other risks and uncertainties discussed in “Part I—Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements are made as of the date of this Annual Report on Form 10-K and involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Part I—Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in

  • 2 - material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described in “Part I—Item 1A. Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form 10-K. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report on Form 10-K, those results or developments may not be indicative of results or developments in subsequent periods.

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Part I

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.