ESS Tech, Inc. — Major Shareholding Notification 2022

Feb 14, 2022

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	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	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.