0001193125-22-039372.txt : 20220214 0001193125-22-039372.hdr.sgml : 20220214 20220214071158 ACCESSION NUMBER: 0001193125-22-039372 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: ACON INVESTMENT HOLDINGS, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91696 FILM NUMBER: 22625148 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACON S2 Sponsor, L.L.C. CENTRAL INDEX KEY: 0001819440 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 COMPANY: FORMER CONFORMED NAME: ACON S2 Management, LLC DATE OF NAME CHANGE: 20200728 SC 13G/A 1 d270774dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

ESS TECH, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

26916J106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

  1.    

  Names of Reporting Persons

 

  ACON S2 Sponsor, L.L.C.

  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.    

  Sole Voting Power

 

  0

   6.  

  Shared Voting Power

 

  10,183,333(1)

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  10,183,333(1)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,183,333(1)

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  6.8%(2)

12.  

  Type of Reporting Person (See Instructions)

 

  OO

 

(1)

Represents (i) 6,100,000 Common Shares and (ii) 4,083,333 Common Shares acquirable in respect of private placement warrants (“Private Placement Warrants”).

(2)

Calculated based on (i) 144,675,733 Class A ordinary shares outstanding as of November 30, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 6, 2021, and (ii) 4,083,333 Common Shares issuable in respect of the Private Placement Warrants.

  1.    

  Names of Reporting Persons

 

  ACON Investment Holdings, LLC

  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.    

  Sole Voting Power

 

  0

   6.  

  Shared Voting Power

 

  10,183,333(1)

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  10,183,333(1)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,183,333(1)

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  6.8%(2)

12.  

  Type of Reporting Person (See Instructions)

 

  OO

 

(1)

Represents (i) 6,100,000 Common Shares and (ii) 4,083,333 Common Shares acquirable in respect of private placement warrants (“Private Placement Warrants”).

(2)

Calculated based on (i) 144,675,733 Class A ordinary shares outstanding as of November 30, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 6, 2021, and (ii) 4,083,333 Common Shares issuable in respect of the Private Placement Warrants.

Item 1(a).

Name of Issuer

ESS Tech, Inc. (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

2440 SW Parkway Ave, Bldg. 83

Wilsonville, OR 97070

 

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

  (i)

ACON S2 Sponsor, L.L.C. (the “Sponsor”)

 

  (ii)

ACON Investment Holdings, LLC (“Holdings”)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

c/o ACON S2 Acquisition Corp.

1133 Connecticut Avenue, NW, Suite 700

Washington, DC 20036, USA

 

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

Common Shares, $0.0001 par value per share.

 

Item 2(e).

CUSIP Number

26916J106

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

Item 4. Ownership

 

  (a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

 

  (b)

Percent of Class:

See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The Sponsor directly holds 6,100,000 Common Shares and 4,083,000 Private Placement Warrants, representing beneficial ownership of 6.8% issued and outstanding of the Issuer’s Common Shares. The Sponsor is controlled by Holdings. The members of Holdings are Bernard Aronson, Kenneth Brotman and Jonathan Ginns. Consequently, each of Holdings, Bernard Aronson, Kenneth Brotman and Jonathan Ginns may be deemed to have voting and dispositive power over the reported securities directly held by the Sponsor. This Statement shall not be construed as an admission that Holdings, Bernard Aronson, Kenneth Brotman, or Jonathan Ginns are, for Section 13(d) or 13(g) purposes, the beneficial owners of the reported securities.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

 

ACON S2 SPONSOR, L.L.C.
By: ACON INVESTMENT HOLDINGS, LLC, its managing member

/s/ Teresa Y. Bernstein

Name:   Teresa Y. Bernstein
Title:   Secretary and Asst. Treasurer

EXHIBIT LIST

 

Exhibit 99.1    Joint Filing Agreement, dated as of February 11, 2020, by and among ACON S2 Sponsor, L.L.C. and ACON Investment Holdings, LLC.
 EX-99.1 2 d270774dex991.htm EX-99.1 EX-99.1

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.0001 par value per share of ESS TECH, INC. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:    February 14, 2022

 

ACON S2 SPONSOR, L.L.C.
By: ACON INVESTMENT HOLDINGS, LLC, its managing member

/s/ Teresa Y. Bernstein

Name:   Teresa Y. Bernstein
Title:   Secretary and Asst. Treasurer