ESS Tech, Inc. (NYSE: GWH) has signed a non-binding Letter of Intent for a proposed business combination with an undisclosed private company in the energy sector, according to a press release from the company.

The identity of the counterparty and the commercial terms of the proposed transaction remain confidential while due diligence is completed and definitive agreements are negotiated. ESS said it anticipates announcing a final agreement by the end of September 2026 and is targeting a close before year-end.

"ESS' continued exploration of strategic opportunities has allowed us to identify a potential transaction that we believe may support the Company's long-term objectives," said Drew Buckley, Chief Executive Officer. "We approached our review of this proposed transaction thoughtfully and with an aim to maximize shareholder value."

The LOI does not obligate either party to complete the transaction. Closing remains subject to satisfactory due diligence, execution of definitive agreements, and required board, stockholder, and regulatory approvals, including compliance with applicable listing requirements. Either party may terminate the LOI at any time.

ESS said it expects to continue advancing its existing technology platform during the period leading up to any potential closing. The company does not intend to provide further updates on the proposed transaction unless additional disclosure is required or appropriate.

Depending on the final structure of the transaction, ESS expects to file a registration statement on Form S-4 or a standalone proxy statement with the Securities and Exchange Commission.