Why Did ESS Tech Fail? The Iron Battery SPAC That Went From $1.1 Billion to Chapter 7
In May 2021, a little-known Oregon company announced it would go public at a $1.1 billion valuation, promising iron batteries that could store wind and solar power for hours. Five and a half years later, on a Friday afternoon, it fired everyone and asked a court to sell what was left.
The short answer
ESS Tech failed because revenue never came close to its SPAC-era promises while losses kept piling up. It forecast up to $300 million of 2023 revenue and reported $7.5 million. After years of going-concern warnings and an NYSE delisting, it filed for Chapter 7 liquidation on 13 November 2026.
What happened to ESS Tech on November 13, 2026?
According to its Form 8-K, ESS Tech "ceased operations" and filed a voluntary Chapter 7 petition in the US Bankruptcy Court for the District of Delaware "after considering all strategic alternatives." A Chapter 7 trustee takes control of the assets and liabilities, ending the board’s and officers’ powers, and the assets will be liquidated.
Everyone let go: the company terminated all employees and officers without cause, including the executive officers the filing names as Drew Buckley, Chief Executive Officer; Kate Suhadolnik, Chief Financial Officer; and Kelly Goodman, General Counsel and Chief Strategy Officer.
No more reports: the audit of fiscal 2026 was not completed, and ESS says it will not file its 2026 annual report or any other periodic reports.
Shareholders: the company says common stockholders are unlikely to receive anything.
How did ESS Tech go from $1.1 billion to liquidation?
Date | Event | Source |
6-7 May 2021 | Merger deal with SPAC ACON S2 announced; $1.072B pro forma enterprise value, $250M PIPE | Merger release (SEC) |
Oct 2021 | Deal closes; trades on NYSE as GWH | 10-K |
2023 | Revenue of $7.5M vs a forecast of up to $300M | The Oregonian; 10-K |
2025 | Nearly shuts down; saved by a last-minute capital infusion | The Oregonian |
20 Aug 2026 | Sells 6.4M shares at $0.50 for about $3.2M gross | 8-K |
24 Sep 2026 | NYSE begins delisting proceedings | 8-K |
2 Oct 2026 | NYSE suspends trading; moves to OTC as GWHT | Company release |
13 Nov 2026 | Ceases operations; files Chapter 7 | 8-K |
The 2021 merger announcement valued the company at a $1.072 billion pro forma enterprise value and said it would bring about $465 million of pro forma net cash, assuming no SPAC shareholder redemptions, including a $250 million PIPE. The Oregonian reports that ESS had forecast revenue of up to $300 million by 2023.
What do ESS Tech’s numbers show?
Year | Revenue | Net loss |
2023 | $7.5M | — |
2024 | $6.3M | $86.2M |
2025 | $1.6M | $63.4M |
Source: ESS Tech’s annual reports on Form 10-K, including the fiscal 2025 10-K. In that filing, the company reported an accumulated deficit of about $845.8 million, said there was "substantial doubt" about its ability to continue as a going concern, and said it had 62 full-time employees at the end of 2025. The Oregonian reports it had started 2025 with 240.
Page 21 analysis: in 2025, ESS lost about $40 for every $1 of revenue. Hitting the up-to-$300 million forecast would have meant 2023 revenue more than 300 times its 2022 level. Instead revenue peaked at $7.5 million in 2023 and fell in each of the next two years. By August 2026, the company was raising $3.2 million at 50 cents a share, according to an 8-K, with part of the proceeds going to repay a promissory note. That is a business funding the next few months, not the next factory.
Why did ESS Tech fail?
ESS did not give a single reason in its filing beyond "considering all strategic alternatives." Reading its filings and the reporting, three things stand out:
Revenue never scaled. Sales stayed in single-digit millions while annual net losses ran at $60 million to $90 million.
The SPAC set expectations early. The deal was priced on forecasts, a common feature of 2021 SPAC mergers, and the gap between forecast and results was enormous.
Capital ran out. Repeated going-concern warnings, small share sales at low prices and loss of the NYSE listing narrowed its options until liquidation was the one left.
The NYSE delisting notice of September 2026 said ESS could not show it had regained compliance with the requirement to keep an average global market capitalization of at least $15 million. Shares closed at 6.5 cents on the day of the filing, per The Oregonian.
What does ESS Tech’s failure mean for long-duration storage?
One company’s collapse does not prove a technology cannot work. Flow batteries, like the installation on our cover, are made by other companies too. What ESS shows is narrower: being early in a promising market does not pay the bills if customers do not arrive fast enough, and public markets stop funding the wait once the losses dwarf sales.
Frequently asked questions
What happened to ESS Tech?
On 13 November 2026, ESS Tech ceased operations and filed a voluntary Chapter 7 petition in the US Bankruptcy Court for the District of Delaware. A trustee will take control and liquidate the assets, and all employees and officers were terminated, according to its Form 8-K.
Will ESS Tech shareholders get anything?
The company says it is unlikely. Its 8-K states that holders of its common stock are unlikely to receive any payment or distribution from the bankruptcy, and that trading in the stock after the filing is highly speculative.
What did ESS Tech make?
Iron flow batteries for long-duration energy storage, meant to let solar and wind farms store surplus power for when the sun is down or the wind is still, as The Oregonian described it.
How much was ESS Tech worth when it went public?
Its 2021 merger with the SPAC ACON S2 Acquisition Corp. valued the combined company at a $1.072 billion pro forma enterprise value, or about $1.1 billion, according to the merger announcement filed with the SEC.
What is ESS Tech’s ticker now?
After the NYSE suspended trading in October 2026, ESS said its stock could be quoted over the counter under GWHT. It previously traded on the NYSE as GWH.
Sources
ESS Tech Form 8-K: Chapter 7 petition and officer terminations (Nov 13, 2026)
ESS and ACON S2 merger announcement, Exhibit 99.1 (SEC, May 7, 2021)
ESS Tech Form 8-K: $0.50-a-share registered direct offering (Aug 2026)
The Oregonian/OregonLive: Oregon battery company files for bankruptcy and shuts down (Nov 13, 2026)
Related on Page 21
Facts are from ESS Tech’s SEC filings and the named news outlets as of 15 November 2026. The company says trading in its stock after the bankruptcy filing is highly speculative. This article is not investment advice.
Comments