ACON S2 Acquisition Corp. (Form: 8-A12B, Received: 10/08/2021 15:46:45)

Date: October 8, 2021

ESS TECH, INC.

/s/ Craig Evans

Craig Evans

President

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ESS TECH, INC.

(Exact name of Registrant as specified in its charter)


Delaware				98-1550150
(State of incorporation or organization)				(I.R.S. Employer Identification No.)

26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon 97070
(Address of principal executive offices including zip code)

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

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Common Stock, $0.0001 par value per share

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50

The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-257232

Securities to be registered pursuant to Section 12(g) of the Act: None

Explanatory Note

This Registration Statement on Form 8-A (the “Registration Statement”) is being filed by ESS Tech, Inc. (the “Registrant” or the “Company”), formerly known as ACON S2 Acquisition Corp., with the Securities and Exchange Commission (the “SEC”) in connection with the transfer of the listing of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), and its warrants to purchase shares of the Company’s Common Stock (the “Warrants”) from The Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange. The transfer of the listing is scheduled to occur at the opening of trading on October 11, 2021.

Item 1. Description of Registrant’s Securities to be Registered

Registrant is hereby registering the Common Stock and the Warrants.

A description of the Common Stock and the Warrants registered hereunder is set forth under the headings “Description of STWO’s Securities—New ESS Common Stock” and “Description of STWO’s Securities—Warrants” in the Registrant’s definitive proxy statement/prospectus dated as of September 14, 2021 and filed with the SEC on September 14, 2021 and included in the Registrant’s Registration Statement on Form S-4 (File No. 333-257232), initially filed with the SEC on June 21, 2021, as subsequently amended, and is incorporated herein by reference.

Item 2. Exhibits

Under the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are to be registered on the New York Stock Exchange and the securities to be registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.