ESS Tech, Inc. — Major Shareholding Notification 2024

Jan 31, 2024

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ESS Tech, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

26916J106

(CUSIP Number)

December 31, 2023

(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 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).

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CUSIP No. 26916J106 Schedule 13G Page 2 of 14

| 1. | Names
of Reporting Persons Pangaea
Ventures Fund III, L.P. |
| --- | --- |
| 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
shares |
| --- | --- |
| 6. | Shared Voting Power 10,529,630 shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 10,529,630 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,529,630 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) 6.1% (2)
12.	Type of Reporting Person (See Instructions)
	PN

(1) Consists of shares held directly by Pangaea Ventures Fund III, L.P. Pangaea Ventures Fund III, L.P. 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 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 3 of 14

| 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 Delaware |

| Number
of Shares Beneficially Owned
by Each Reporting Person With: | Sole Voting Power 0 shares |
| --- | --- |
| 6. | Shared Voting Power 10,529,630 shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 10,529,630 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,529,630 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) 6.1% (2)
12.	Type
of Reporting Person (See Instructions)
	OO

(1) Consists of shares held directly by Pangaea Ventures Fund III, L.P. Pangaea Ventures Fund III, L.P. 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 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 4 of 14

| 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 Delaware |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0
shares |
| --- | --- |
| 6. | Shared Voting Power 10,586,521
shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 10,586,521 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,586,521 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) 6.1% (2)
12.	Type of Reporting Person (See Instructions)
	OO

(1) Consists of 10,529,630 shares held directly by Pangaea Ventures Fund III, L.P. and 56,891 shares held directly by Vicap LLC. Pangaea Ventures Fund III, L.P. 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 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 5 of 14

| 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 New Jersey |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0 shares |
| --- | --- |
| 6. | Shared Voting Power 10,529,630
shares (1) |
| 7. | Sole Dispositive Power 0
shares |
| 8. | Shared Dispositive Power 10,529,630 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,529,630 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) 6.1% (2)
12.	Type of Reporting Person (See Instructions)
	OO

(1) Consists of shares held directly by Pangaea Ventures Fund III, L.P. Pangaea Ventures Fund III, L.P. 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 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 6 of 14

| 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 British Columbia, Canada |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0
shares |
| --- | --- |
| 6. | Shared Voting Power 10,719,630
shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 10,719,630 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,719,630 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) 6.2% (2)
12.	Type of Reporting Person (See Instructions)
	OO

(1) Consists of 10,529,630 shares held directly by Pangaea Ventures Fund III, L.P. and 190,000 shares held directly by Monoc Capital Ltd. Pangaea Ventures Fund III, L.P. 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 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 7 of 14

| 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 Delaware |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0
shares |
| --- | --- |
| 6. | Shared Voting Power 139,481
shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 139,481 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 139,481 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 139,481 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.

(2) Percentage ownership is based on 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 8 of 14

| 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 Canada |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 44,000
shares (1) |
| --- | --- |
| 6. | Shared Voting Power 10,726,002
shares (2) |
| 7. | Sole Dispositive Power 44,000 shares (1) |
| 8. | Shared Dispositive Power 10,762,302 shares (2)(3) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,806,302 shares (1)(2)(3)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.2% (4)
12.	Type of Reporting Person (See Instructions)
	IN

(1) Consists of 13,000 shares underlying warrants held directly by The Erickson Family Trust (the “Trust”) that are exercisable within 60 days of the date hereof, and 31,000 shares held directly by the Trust. Chris Erickson serves as trustee of the Trust and has sole voting and dispositive power with respect to the shares owned by the Trust.

(2) Consists of 10,529,630 shares held directly by Pangaea Ventures Fund III, L.P., 139,481 shares held directly by Pangaea Partners LLC, and 56,891 shares held directly by Vicap LLC. Pangaea Ventures Fund III, L.P. 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.

(3) Includes of 10,000 shares held directly by Chris Erickson’s spouse, 10,000 shares held directly by Chris Erickson’s daughter, and 16,300 shares held directly by Chris Erickson’s other daughter. Chris Erickson shares dispositive power over the shares held directly by each of his spouse and his daughters pursuant to the respective proxy of attorney and, as such, may be deemed to be a beneficial owner of such shares.

(4) Percentage ownership is based on 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 9 of 14

| 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 10,529,630
shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 10,529,630 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,529,630 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) 6.1% (2)
12.	Type of Reporting Person (See Instructions)
	IN

(1) Consists of shares held directly by Pangaea Ventures Fund III, L.P. Pangaea Ventures Fund III, L.P. 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 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 10 of 14

| 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 Canada |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0
shares |
| --- | --- |
| 6. | Shared Voting Power 10,859,111
shares (1) |
| 7. | Sole Dispositive Power 0 shares |
| 8. | Shared Dispositive Power 10,859,111 shares (1) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,859,111 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) 6.3% (2)
12.	Type of Reporting Person (See Instructions)
	PN

(1) Consists of 10,529,630 shares held directly by Pangaea Ventures Fund III, L.P., 190,000 shares held directly by Monoc Capital Ltd., and 139,481 shares held directly by Pangaea Partners LLC. Pangaea Ventures Fund III, L.P. 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.

(2) Percentage ownership is based on 173,008,042 shares of the Issuer’s outstanding common stock as of November 9, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023.

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CUSIP No. 26916J106 Schedule 13G Page 11 of 14

Item 1(a). Name of Issuer:

ESS Tech, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

26440 SW Parkway Ave., Bldg. 83

Wilsonville, OR 97070

Item 2(a). Name of Person Filing:

Pangaea Ventures Fund III, L.P.

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, L.P. | 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 (c), check whether the person filing is a:

Not applicable.

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CUSIP No. 26916J106 Schedule 13G Page 12 of 14

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.

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CUSIP No. 26916J106 Schedule 13G Page 13 of 14

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 31, 2024

| PANGAEA
VENTURES FUND III, L.P. | |
| --- | --- |
| 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 | |

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CUSIP No. 26916J106 Schedule 13G Page 14 of 14

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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