Amendment: SEC Form SCHEDULE 13D/A filed by ESS Tech Inc.
$GWH
Industrial Machinery/Components
Miscellaneous
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
ESS Tech, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
26916J205 (CUSIP Number) |
John T. Gaffney 200 Park Avenue, New York, NY, 10166-0193 0000000000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 26916J205 |
| 1 |
Name of reporting person
SB Energy Global Holdings One Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,396,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 26916J205 |
| 1 |
Name of reporting person
SB Energy Global Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,396,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 26916J205 |
| 1 |
Name of reporting person
SoftBank Group Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,396,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 26916J205 |
| 1 |
Name of reporting person
SoftBank Group Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,396,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ESS Tech, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
26440 SW PARKWAY AVE., BLDG. 83, WILSONVILLE,
OREGON
, 97070. | |
Item 1 Comment:
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, as amended on November 17, 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.
On August 23, 2024, the Company amended its certificate of incorporation to effect a 1-for-15 reverse stock split of the Common Stock (the "Reverse Stock Split"). The share and per share amounts reported in this Schedule 13D give effect to the Reverse Stock Split for all periods presented herein. This Amendment is being filed solely to update the Reporting Persons' ownership following the Reverse Stock Split.
| ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), SoftBank's wholly owned subsidiary SoftBank Group Capital Ltd, a private limited company incorporated in England and Wales ("SBGC"), SBGC's wholly owned subsidiary SB Energy Global Holdings Limited, a private limited company incorporated in England and Wales ("Holdings Limited") and Holdings Limited's wholly owned subsidiary SB Energy Global Holdings One Ltd., a private limited company incorporated in England and Wales ("Holdings One" and together with SoftBank, SBGC and Holdings Limited, the "Reporting Persons"). | |
| (b) | The principal business address of SoftBank is 1-7-1, Kaigan, Minato-ku, Tokyo 105-7537 Japan. The principal business address of SBGC, Holdings Limited and Holdings One is 69 Grosvenor Street, London, England, United Kingdom W1K 3JP. | |
| (c) | SoftBank is a Japanese publicly traded holding company that manages its holdings and conducts its operations through various subsidiaries. SBGC, Holdings Limited and Holdings One are holding companies for various SoftBank investments. | |
| (d) | The name, business address, citizenship and present principal occupation or employment of each executive officer and member of the Board of Directors of SoftBank, SBGC, Holdings One and Holdings Limited are set forth on Appendix A-1, A-2, A-3 and A-4, respectively, and are incorporated herein by reference. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person on Appendices A-1, A-2, A-3 and A-4, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | See Item 2(d) above. | |
| (f) | See Item 2(a) above. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 11,882,871 shares of Common Stock outstanding as of November 8, 2024.
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.
| |
| (b) | See Item 5(a) above. | |
| (c) | 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. | |
| 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.
|
|
|
|
|
|
|
|
|