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