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
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.
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.
99.1 Press Release, dated September 28, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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