ESS Tech, Inc. - Major Shareholding Notification 2022

SC 13G/A 1 d299242dsc13ga.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, par value $0.0001 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 26916J106

1.	Names of Reporting Persons. Pangaea Ventures Fund III, LP
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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,546,771 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,546,771 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,546,771 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.7% (2)
12.	Type of Reporting Person
(See Instructions) PN

(1) Consists of shares held directly by Pangaea Ventures Fund III, LP. Pangaea Ventures Fund III, LP is managed by its general partner, Pangaea Ventures III LLC (Pangaea GP). Pangaea GP is managed and controlled by Vicap LLC, PSee Ventures LLC and Monoc Capital Ltd., which are owned and controlled by Chris Erickson, Purnesh Seegopaul and Andrew Haughian, respectively.

(2) Percentage ownership is based on 144,675,733 shares of the Issuers outstanding common stock as of November 30, 2021, as reported in the Issuers Amendment No. 1 to Form 10-Q filed with the Securities and Exchange Commission on December 6, 2021.

CUSIP No. 26916J106

1.	Names of Reporting Persons. Pangaea Ventures III 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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,546,771 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,546,771 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,546,771 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.7% (2)
12.	Type of Reporting Person
(See Instructions) OO

CUSIP No. 26916J106

1.	Names of Reporting Persons. Vicap 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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,613,660 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,613,660 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,613,660 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.7% (2)
12.	Type of Reporting Person
(See Instructions) OO

(1) Consists of 12,546,771 shares held directly by Pangaea Ventures Fund III, LP and 66,889 shares held directly by Vicap LLC. Pangaea Ventures Fund III, LP is managed by its general partner, Pangaea Ventures III LLC (Pangaea GP). Pangaea GP is managed and controlled by Vicap LLC, PSee Ventures LLC and Monoc Capital Ltd., which are owned and controlled by Chris Erickson, Purnesh Seegopaul and Andrew Haughian, respectively.

1.	Names of Reporting Persons. PSee Ventures 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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,546,771 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,546,771 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,546,771 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.7% (2)
12.	Type of Reporting Person
(See Instructions) OO

CUSIP No. 26916J106

1.	Names of Reporting Persons. Monoc Capital Ltd.
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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,767,663 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,767,663 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,767,663 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.8% (2)
12.	Type of Reporting Person
(See Instructions) OO

(1) Consists of 12,546,771 shares held directly by Pangaea Ventures Fund III, LP and 220,892 shares held directly by Monoc Capital Ltd. Pangaea Ventures Fund III, LP is managed by its general partner, Pangaea Ventures III LLC (Pangaea GP). Pangaea GP is managed and controlled by VicapLLC, PSee Ventures LLC and Monoc Capital Ltd., which are owned and controlled by Chris Erickson, Purnesh Seegopaul and Andrew Haughian, respectively.

CUSIP No. 26916J106

1.	Names of Reporting Persons. Pangaea Partners 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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 166,230 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 166,230 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 166,230 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 0.1% (2)
12.	Type of Reporting Person
(See Instructions) OO

(1) Consists of 166,230 shares held directly by Pangaea Partners LLC. Chris Erickson and Andrew Haughian share voting and dispositive control over the shares held by Pangaea Partners LLC.

CUSIP No. 26916J106

1.	Names of Reporting Persons. Chris Erickson
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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,779,890 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,779,890 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,890 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.8% (2)
12.	Type of Reporting Person
(See Instructions) IN

(1) Consists of 12,546,771 shares held directly by Pangaea Ventures Fund III, LP, 166,230 shares held directly by Pangaea Partners LLC, and 66,889 shares held directly by Vicap LLC. Pangaea Ventures Fund III, LP is managed by its general partner, Pangaea Ventures III LLC (Pangaea GP). Pangaea GP is managed and controlled by VicapLLC, PSee Ventures LLC and Monoc Capital Ltd., which are owned and controlled by Chris Erickson, Purnesh Seegopaul and Andrew Haughian, respectively. Chris Erickson and Andrew Haughian share voting and dispositive control over the shares held by Pangaea Partners LLC.

CUSIP No. 26916J106

1.	Names of Reporting Persons. Purnesh Seegopaul
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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,546,771 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,546,771 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,546,771 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.7% (2)
12.	Type of Reporting Person
(See Instructions) IN

CUSIP No. 26916J106

1.	Names of Reporting Persons. Andrew Haughian
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 United States of
America

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 12,933,893 shares (1)
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 12,933,893 shares
(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,933,893 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class
Represented by Amount in Row (9) 8.9% (2)
12.	Type of Reporting Person
(See Instructions) PN

(1) Consists of 12,546,771 shares held directly by Pangaea Ventures Fund III, LP, 220,892 shares held directly by Monoc Capital Ltd., and 166,230 shares held directly by Pangaea Partners LLC. Pangaea Ventures Fund III, LP is managed by its general partner, Pangaea Ventures III LLC (Pangaea GP). Pangaea GP is managed and controlled by Vicap LLC, PSee Ventures LLC and Monoc Capital Ltd., which are owned and controlled by Chris Erickson, Purnesh Seegopaul and Andrew Haughian, respectively. Chris Erickson and Andrew Haughian share voting and dispositive control over the shares held by Pangaea Partners LLC.

Item 1(a)	Name of Issuer:
	ESS Tech, Inc.
Item 1(b)	Address of Issuers Principal Executive Offices:
	26440 SW Parkway Ave., Bldg. 83
	Wilsonville, OR 97070
Item 2 (a)	Name of Person Filing:
	Pangaea Ventures Fund III, LP
	Pangaea Ventures III LLC
	Vicap LLC
	PSee Ventures LLC
	Monoc Capital Ltd.
	Pangaea Partners LLC
	Chris Erickson
	Purnesh Seegopaul
	Andrew Haughian
Item 2 (b)	Address of Principal Business Office or, if none, Residence:
	5080 North 40th Street, Unit 105,
	Phoenix, AZ 85018
Item 2 (c)	Citizenship:
	Name	Citizenship or Place of Organization
	Pangaea Ventures Fund III, LP	Delaware
	Pangaea Ventures III LLC	Delaware
	Vicap LLC	Delaware
	PSee Ventures LLC	New Jersey
	Monoc Capital Ltd.	British Columbia
	Pangaea Partners LLC	Delaware
	Chris Erickson	Canadian Citizen
	Purnesh Seegopaul	United States Citizen
	Andrew Haughian	Canadian Citizen
Item 2 (d)	Title of Class of Securities:
	Common stock, par value $0.0001 per share
Item 2 (e)	CUSIP Number:
	26916J106
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(c), check whether the person filing is a:
	Not applicable.

Item 4.	Ownership.
	(a)	Amount beneficially owned:
		See Row 9 of cover pages.
	(b)	Percent of class:
		See Row 11 of cover pages.
	(c)	Number of shares as to which the person has:
		(i) Sole power to vote or to direct the vote:
		See Row 5 of cover pages.
		(ii) Shared power to vote or to direct the vote:
		See Row 6 of cover pages.
		(iii) Sole power to dispose or to direct the disposition of:
		See Row 7 of cover pages.
		(iv) Shared power to dispose or to direct the disposition of:
		See Row 8 of cover pages.
Item 5.	Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Item 6.	Ownership of More than 5 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 or Control Person.
	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.	Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURES

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.

Date: January 28, 2022

PANGAEA VENTURES FUND III, LP
By: Pangaea Ventures III, LLC, its General Partner
/s/ Andrew Haughian
Name: Andrew Haughian
Title: Director
PANGAEA VENTURES III, LLC
/s/ Andrew Haughian
Name: Andrew Haughian
Title: Director
PANGAEA PARTNERS LLC
/s/ Andrew Haughian
Name: Andrew Haughian
Title: Director
MONOC CAPITAL LTD.
/s/ Andrew Haughian
Name: Andrew Haughian
Title: Director
VICAP LLC
/s/ Chris Erickson
Name: Chris Erickson
Title: Director

PSEE VENTURES LLC
/s/ Purnesh Seegopaul
Name: Purnesh Seegopaul
Title: President
/s/ Andrew Haughian
Andrew Haughian
/s/ Chris Erickson
Chris Erickson
/s/ Purnesh Seegopaul
Purnesh Seegopaul

EXHIBIT INDEX

Exhibit No.	Description
1	Joint Filing Agreement, dated October 20, 2021 (incorporated by reference to Exhibit 1 of the Reporting Persons Schedule 13G filed with the Securities and Exchange Commission on October 21, 2021).

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