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    STWO   KYG007481065


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ACON S2 ACQUISITION CORP. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits (form 8-K)

09/28/2021 | 04:19pm EST

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

On September 28, 2021, ACON S2 Acquisition Corp. ("STWO" or the "Company") issued a press release announcing that it intends to voluntarily delist all of STWO's securities from The Nasdaq Capital Market ("Nasdaq") upon the consummation of its pending business combination (the "Business Combination") with ESS Tech, Inc., a Delaware corporation ("ESS"), including each of STWO's units, public shares and public warrants currently listed on Nasdaq under the symbols "STWOU," "STWO" and "STWOW," respectively. As previously disclosed, on May 6, 2021, STWO entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among STWO, SCharge Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of STWO ("Merger Sub"), and ESS.

The Merger Agreement provides for, among other things, the following transactions at the closing: (i) STWO will become a Delaware corporation (the "Domestication"), (ii) following the Domestication, Merger Sub will merge with and into ESS, with ESS as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of STWO (the "Merger") and, in connection with the Merger, (iii) STWO's name will be changed to ESS Tech, Inc.

On September 28, 2021, the Company notified Nasdaq that, subject to final shareholder approval at STWO's extraordinary general meeting on October 5, 2021, fulfillment of all the New York Stock Exchange (the "NYSE") listing requirements and satisfaction of other customary closing conditions of the Business Combination, it intends to voluntarily delist all of its securities from Nasdaq and list its post-business combination securities on the NYSE following the consummation of the Business Combination, which is currently expected to occur on October 8, 2021 (the "Closing Date"). STWO expects the last day of trading on Nasdaq to be on or about October 8, 2021, on which date the Company intends to file a Form 25 with respect to the delisting of its securities from Nasdaq with the Securities and Exchange Commission.

Trading of STWO common shares and warrants on Nasdaq is currently expected to begin on or about October 11, 2021 under the ticker symbols "GWH" and "GWH.W," respectively. Until the Business Combination has been consummated and the transfer to the NYSE is complete, STWO's units, public shares and public warrants will continue to trade on Nasdaq. STWO will not have any units traded following the Closing Date.

A copy of the press release is furnished hereto as Exhibit 99.1.

Important Information About the Proposed Business Combination and Where to Find It

STWO has filed, and the SEC has declared effective, a registration statement on Form S-4 containing a definitive proxy statement/prospectus of STWO relating to the proposed Business Combination. STWO has mailed the definitive proxy statement/prospectus and other relevant documents to its shareholders. Investors, STWO's shareholders and other interested persons are advised to read the definitive proxy statement/prospectus in connection with STWO's solicitation of proxies for the General Meeting to be held to approve the Business Combination as these materials will contain important information about ESS and STWO and the proposed Business Combination. The definitive proxy statement/prospectus has been mailed to the shareholders of STWO as of the record date of August 16, 2021; shareholders that hold their shares in registered form are entitled to vote their shares held on the date of the meeting. Shareholders are also able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC's website at http://www.sec.gov, or by directing a request to: 1133 Connecticut Avenue NW, Ste. 700 Washington, DC 20036.


Participants in the Solicitation

STWO and ESS and their respective directors and officers may be deemed to be participants in the solicitation of proxies from STWO's stockholders in connection with the proposed transaction. Information about STWO's directors and executive officers and their ownership of STWO's securities is set forth in STWO's filings with the SEC. To the extent that holdings of STWO's securities have changed since the amounts printed in STWO's Registration Statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/consent solicitation statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of STWO, ESS or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Forward-Looking Statements

This communication contains certain forward-looking statements, including statements regarding STWO's, ESS' or their management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "project", "should", "would" 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 are based on STWO's and ESS' current expectations and beliefs concerning future developments and their potential effects on STWO, ESS or any successor entity of the proposed transactions. Many factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including but not limited to: (i) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect the price of STWO's securities, (ii) the failure to satisfy the conditions to the consummation of the proposed transactions, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination, (iv) the effect of the announcement or pendency of the proposed transactions on ESS' business relationships, operating results and business generally, (v) risks that the proposed transactions disrupt current plans and operations of ESS, (vi) changes in the competitive and highly regulated industries in which ESS plans to operate, variations in operating performance across competitors, changes in laws and regulations affecting ESS' business and changes in the combined capital structure and (vii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transactions, and identify and realize additional opportunities. There can be no assurance that the future developments affecting STWO, ESS or any successor entity of the proposed transactions will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond STWO's or ESS' control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of STWO's registration statement on Form S-1 (File No. 333-248515), the registration statement on Form S-4 (File No. 333-257232) filed in connection with the business combination, and other documents filed by STWO from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Except as required by law, STWO and ESS are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Neither STWO nor ESS gives any assurance that either STWO or ESS, or the combined company, will achieve its expectations.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.         Description

99.1          Press Release, dated September 28, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)


© Edgar Online, source Glimpses

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