EX-FILING FEES 4 exhibit107-sx1posam.htm EX-FILING FEES
Exhibit 107
Calculation of Filing Fee Tables
FORM S-1
(Form Type)
ESS TECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities

| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1)(2) | Proposed Maximum Offering Price Per Unit (3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee (4) | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be paid | Equity | Common Stock, par value $0.0001 per share | Other | 4,092,576 | $4.22 | $17,270,671 | $92.70 per $1,000,000 | $1,601 |  |  |  |
Fees previously paid |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |
| Total Offering Amounts |  |  |  | $1,601 |  |  |  |
| Total Fees Previously Paid |  |  |  | $0 |  |  |  |
| Total Fee Offsets |  |  |  | $1,601 |  |  |  |
| Net Fee Due |  |  |  | $0 |  |  |  |

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the registrant’s common stock, par value $0.0001 (“Common Stock”), per share that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of registrant’s common stock, as applicable.
(2)Consists of 4,092,576 shares of the registrant’s Common Stock beneficially owned by certain former stockholders of ESS Tech Subsidiary, Inc., a Delaware corporation (formerly known as ESS Tech, Inc.) (“Legacy ESS”), which were previously registered pursuant to the registration statement on Form S-4 initially filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021 (File No. 333-257232). These shares are registered for resale on this registration statement.
(3)Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s Common Stock quoted on the New York Stock Exchange on February 25, 2022.
(4)Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by the Fee Rate.

Table 2: Fee Offset Claims and Sources

| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims |  |  |  |  |  |  |  |  |  |  |
Fee Offset Sources |  |  |  |  |  |  |  |  |  |  |
Rule 457(p)
Fee Offset Claims | ESS Tech, Inc. | S-1 | 333- 261900(1) | December 27, 2021 |  | $1,601 | Equity | Common Stock, par value $0.0001 per share | 6,500,000 | $74,692,800 |
Fee Offset Sources | ESS Tech, Inc. | S-1 | 333- 261900(1) |  | December 27, 2021 |  |  |  |  |  | $6,950

(1)The registrant withdrew the registration statement on Form S-1 (No. 333-261900) by filing a Form RW on February 8, 2022. The withdrawn registration statement on Form S-1 (No. 333-261900) was not declared effective and no securities were sold thereunder.
Table 3: Combined Prospectuses

Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
Equity | Common Stock, par value $0.0001 per share | 125,952,180 | $2,071,913,361 | S-1 | 333-260693 | November 10, 2021