0000899243-21-040537.txt : 20211018
0000899243-21-040537.hdr.sgml : 20211018
20211018205332
ACCESSION NUMBER: 0000899243-21-040537
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211008
FILED AS OF DATE: 20211018
DATE AS OF CHANGE: 20211018
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOFTBANK GROUP CORP
CENTRAL INDEX KEY: 0001065521
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39525
FILM NUMBER: 211329425
BUSINESS ADDRESS:
STREET 1: 1-7-1 KAIGAN
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-7537
BUSINESS PHONE: 01181368892260
MAIL ADDRESS:
STREET 1: 1-7-1 KAIGAN
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-7537
FORMER NAME:
FORMER CONFORMED NAME: SOFTBANK CORP
DATE OF NAME CHANGE: 19980708
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ESS Tech, Inc.
CENTRAL INDEX KEY: 0001819438
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 26440 SW PARKWAY AVE.
STREET 2: BLDG. 83
CITY: WILSONVILLE
STATE: OR
ZIP: 97070
BUSINESS PHONE: (855) 423-9920
MAIL ADDRESS:
STREET 1: 26440 SW PARKWAY AVE.
STREET 2: BLDG. 83
CITY: WILSONVILLE
STATE: OR
ZIP: 97070
FORMER COMPANY:
FORMER CONFORMED NAME: ACON S2 Acquisition Corp.
DATE OF NAME CHANGE: 20200728
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-10-08
0
0001819438
ESS Tech, Inc.
GWH
0001065521
SOFTBANK GROUP CORP
1-7-1 KAIGAN
MINATO-KU
TOKYO
M0
105-7537
JAPAN
1
0
1
0
Common Stock
31714972
I
See footnote
Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of common stock, for no additional consideration, if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.
These shares are held directly by SB Energy Global Holdings One Ltd. ("Holdings One"), a wholly owned subsidiary of SB Energy Global Holdings Limited, which is a wholly owned subsidiary of SoftBank Group Corp. ("SoftBank"). SoftBank may be deemed to have voting and dispositive power with respect to the shares held by Holdings One.
Rich Hossfeld, an executive officer of Holdings One is a member of the Board of Directors of the Issuer. As a result the Reporting Person may be a director by deputization for Section 16 purposes. Mr. Hossfeld disclaims beneficial ownership of the shares of common stock reported in this filing, except to the extent of his pecuniary interest therein.
/s/ Natsuko Ohga, head of Corporate Legal Department of Softbank Group Corp.
2021-10-18