0000899243-21-040094.txt : 20211013 0000899243-21-040094.hdr.sgml : 20211013 20211013161541 ACCESSION NUMBER: 0000899243-21-040094 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211008 FILED AS OF DATE: 20211013 DATE AS OF CHANGE: 20211013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACON S2 Sponsor, L.L.C. CENTRAL INDEX KEY: 0001819440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39525 FILM NUMBER: 211321363 BUSINESS ADDRESS: STREET 1: 1133 CONNECTICUT AVENUE, NW STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 202-454-1100 MAIL ADDRESS: STREET 1: 1133 CONNECTICUT AVENUE, NW STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20036 FORMER NAME: FORMER CONFORMED NAME: ACON S2 Management, LLC DATE OF NAME CHANGE: 20200728 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-08 1 0001819438 ESS Tech, Inc. GWH 0001819440 ACON S2 Sponsor, L.L.C. 1133 CONNECTICUT AVENUE, NW, STE. 700 WASHINGTON DC 20036 0 0 1 0 Common Stock 2021-10-08 4 C 0 6100000 A 6100000 D Class B Ordinary Shares 2021-10-08 4 C 0 6100000 D Common Stock 6100000 0 D Warrants 2021-10-08 4 J 0 4083334 A Common Stock 4083334 4083334 D 6,100,000 shares of common stock, par value $0.0001 ("New ESS Common Stock"), of New ESS (as defined below) are held directly by ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the "Sponsor"). Sponsor has voting and investment discretion with respect to the securities held by the Sponsor, and thus may be deemed to have beneficial ownership of such securities. ACON S2 Management, LLC (the "Management") expressly disclaims any such beneficial ownership of such securities, except to the extent of their individual pecuniary interests therein. The business address of Sponsor and Management is 1133 Connecticut Avenue, NW, Suite 700, Washington, DC 20036. Pursuant to the Agreement and Plan of Merger, dated May 6, 2021, by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the "Company"), SCharge Merger Sub, Inc., a Delaware corporation, and ESS Tech, Inc, a Delaware corporation ("ESS"), the parties effected a business combination transaction ("Business Combination"), on October 8, 2021. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "ESS Tech, Inc" ("New ESS"). In connection with the consummation of the Business Combination, 6,100,000 of Sponsor's Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, (Continued from footnote 2) par value $0.0001, of the Company ("Class A ordinary shares") converted into shares of common stock, par value $0.0001, of New ESS simultaneously with the closing of the Business Combination. After giving effect to this transaction, Management will own less than 10% of the outstanding common stock of New ESS. In connection with the consummation of the Business Combination, 4,083,334 of the private placement warrants of the Company ("ACON Private Placement Warrants") held by Sponsor, which previously entitled Sponsor to purchase one Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or 30 days after the completion of an initial business combination of the Company, were converted into private placement warrants of ESS (each a "New ESS Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New ESS Private Placement Warrant entitling the holder thereof to the right to purchase one share of New ESS Common Stock. /s/ Teresa Y. Bernstein, as Authorized Signatory 2021-10-13