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ESS Tech Inc

For the period ended Mar 31, 2025. Filed May 15, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number 001-39525

(Exact name of registrant as specified in its charter)

Delaware98-1550150
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon97070
(Address of Principal Executive Offices)(Zip Code)

(855)423-9920

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per shareGWHNew York Stock Exchange
Warrants, each fifteen warrants exercisable for one share of common stock at an exercise price of $172.50GWH.WNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

As of May 12, 2025, the registrant had 12,103,750 shares of common stock, par value $0.0001, issued and outstanding.

TABLE OF CONTENTS

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements4
Condensed Balance Sheets4
Condensed Statements of Operations and Comprehensive Loss5
Condensed Statements of Stockholders' Equity6
Condensed Statements of Cash Flows7
Notes to Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk26
Item 4.Controls and Procedures26
PART II.OTHER INFORMATION
Item 1.Legal Proceedings27
Item 1A.Risk Factors27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds62
Item 3.Defaults Upon Senior Securities62
Item 4.Mine Safety Disclosures62
Item 5.Other Information62
Item 6.Exhibits63
SIGNATURES65
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