ESS Tech Inc 2024年度报告

(Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _______ to ________Commission file number 001-39525 ESS Tech, Inc. (Exact name of registrant as specified in its charter) (855) 423-9920 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Table of Contents Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports); and (2) has been subject to such filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroNon-accelerated filerx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of thelast business day of the registrant’s most recently completed second fiscal quarter, June 30, 2024, was approximately$84.7 million based on the closing sales price of our common stock on the New York Stock Exchange on June 30, 2024 of$12.27. Shares of the registrant’s common stock held by each executive officer, director, and holder of 10% or more of theoutstanding common stock have been excluded because such persons may be deemed affiliates. This calculation does notreflect a determination that certain persons are affiliates of the registrant for any other purpose. As of March 25, 2025, 12,103,750 shares of common stock, par value $0.0001 per share, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portionsof the registrant’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders areincorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxystatement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year endedDecember 31, 2024. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I Item 1.Business4Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity44Item 2.Properties46Item 3.Legal Proceedings46Item 4.Mine Safety Disclosures46 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities47Item 6.Reserved47Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk55Item 8.Financial Statements and Supplementary Data56Item 9.Changes in and Disagreements