SEC Comment Letter 0000000000-23-012704 to ESS Tech, Inc. (GWH, GWH-WT) (CIK 0001819438) (GWH)
ESS Tech, Inc. (GWH, GWH-WT) (CIK 0001819438)
Date: Nov. 20, 2023 · CIK: 0001819438 · Accession: 0000000000-23-012704
AI Filing Summary & Sentiment
File numbers found in text: 333-275552
Letter
United States securities and exchange commission logo November 20, 2023 Eric Dresselhuys Chief Executive Officer ESS Tech, Inc. 26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon 97070 Re:ESS Tech, Inc. Registration Statement on Form S-3 Filed November 14, 2023 File No. 333-275552 Dear Eric Dresselhuys: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed November 14, 2023 Selling Securityholders, page 7 1.Please clarify whether you are seeking to register the resale of the warrants. If yes, provide the disclosure required by Form S-3, including the price at which the warrants will be resold. See Item 501(b)(3) of Regulation S-K and Paragraph 16 of Schedule A. In addition, please revise the selling securityholder table to provide the complete disclosure required by Item 507 of Regulation S-K for the warrants. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameEric Dresselhuys Comapany NameESS Tech, Inc. November 20, 2023 Page 2 FirstName LastName Eric Dresselhuys ESS Tech, Inc. November 20, 2023 Page 2 Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
November 20, 2023
Eric Dresselhuys
Chief Executive Officer
ESS Tech, Inc.
26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon 97070
Re:ESS Tech, Inc.
Registration Statement on Form S-3
Filed November 14, 2023
File No. 333-275552
Dear Eric Dresselhuys:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed November 14, 2023
Selling Securityholders, page 7
1.Please clarify whether you are seeking to register the resale of the warrants. If
yes, provide the disclosure required by Form S-3, including the price at which the
warrants will be resold. See Item 501(b)(3) of Regulation S-K and Paragraph 16 of
Schedule A. In addition, please revise the selling securityholder table to provide the
complete disclosure required by Item 507 of Regulation S-K for the warrants.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameEric Dresselhuys
Comapany NameESS Tech, Inc.
November 20, 2023 Page 2
FirstName LastName
Eric Dresselhuys
ESS Tech, Inc.
November 20, 2023
Page 2
Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing