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Item 1.
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Security and Issuer
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This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of ESS Tech, Inc., a Delaware corporation (the
“Issuer”). The principal executive office of the Issuer is located at 26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon 97070.
This amendment
(the “Amendment”) amends the prior Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on October 25, 2021 (the “Original Filing” and, as amended by this Statement, the “Schedule
13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Filing.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended to include the following:
(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D and the information set forth in Item 6 is incorporated
herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 135,058,074 shares of Common Stock outstanding as of October 8, 2021, plus an aggregate of 15,800,960 shares of Common Stock issued on
November 9, 2021 pursuant to the Earnout Rights and Expense Shortfall (each as defined in Item 6 hereto).
As Holdings One is a wholly owned
subsidiary of Holdings Limited, which is a wholly owned subsidiary of SBGC, which is a wholly owned subsidiary of SoftBank, each of Holdings Limited, SBGC and SoftBank may be deemed to indirectly beneficially own the shares of Common Stock directly
beneficially owned by Holdings One. Each of Holdings Limited, SBGC and SoftBank disclaim beneficial ownership of all such shares of Common Stock, except to the extent of their respective pecuniary interest.
(c) Other than as described in this Item 5 and in Item 6, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons set
forth on Appendices A-1, A-2, A-3 and A-4, has effected any transaction in shares of
Common Stock during the past sixty (60) days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of Schedule 13D is hereby amended and supplemented as follows:
Merger Agreement
Pursuant to the Agreement and
Plan of Merger, dated May 6, 2021 (the “Merger Agreement”), by and among ACON S2 Acquisition Corp., a Delaware corporation (“STWO”), SCharge Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of STWO
(“Merger Sub”), and ESS Tech, Inc., a Delaware corporation (“ESS”), on October 8, 2021, Merger Sub merged with and into ESS, with ESS continuing as the surviving entity and as a wholly owned subsidiary of STWO (the
“Business Combination”). In connection with the completion of the Business Combination (the “Closing”), the name of STWO was changed to ESS Tech, Inc.
Pursuant to the Merger Agreement, at the effective time of the Business Combination, Holdings One received 31,714,972 shares of Common Stock.
Pursuant to an “earnout” provision of the Merger Agreement, the Holdings One was entitled to receive additional shares of Common Stock, for no
additional consideration, if the volume weighted average price of the Common Stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the “Earnout Rights”). Of these Earnout Rights, one half was
issuable if the volume weighted average price of the Common Stock over twenty trading days within any thirty trading day period was greater than or equal to $12.50, and one half was issuable issued if the volume weighted average price of the Common
Stock over twenty trading days within any thirty trading day period was greater than or equal to $15.00. Each of these conditions was met as of November 9, 2021.