UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ESS Tech, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
26916J106
(CUSIP Number)
March 29, 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)
x 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
Cycle Capital Fund III, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
|
NUMBER
OF |
5 |
SOLE VOTING POWER
9,704,256 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
9,704,256 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,704,256 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(1) |
| 12 |
TYPE OF REPORTING PERSON
PN |
(1) Calculated based upon 154,307,976 shares of common stock, $0.0001 par value per share (the “Common Stock”) of ESS Tech, Inc. (the “Issuer”) outstanding as of February 24, 2023, as reported on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2023.
| 1 |
NAMES OF REPORTING PERSONS
Cycle Capital III, L.P..
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
|
NUMBER
OF |
5 |
SOLE VOTING POWER
9,704,256 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
9,704,256 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,704,256 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(1) |
| 12 |
TYPE OF REPORTING PERSON
PN |
(1) Calculated based upon 154,307,976 shares of Common Stock outstanding as of February 24, 2023, as reported on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2023
| 1 |
NAMES OF REPORTING PERSONS
Cycle Capital Management III Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
|
NUMBER
OF |
5 |
SOLE VOTING POWER
9,704,256 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
9,704,256 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,704,256 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(1) |
| 12 |
TYPE OF REPORTING PERSON
CO |
(1) Calculated based upon 154,307,976 shares of Common Stock outstanding as of February 24, 2023, as reported on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2023
| 1 |
NAMES OF REPORTING PERSONS
Andrée-Lise Methot
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
|
NUMBER
OF |
5 |
SOLE VOTING POWER
9,704,256 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
9,704,256 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,704,256 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(1) |
| 12 |
TYPE OF REPORTING PERSON
IN |
(1) Calculated based upon 154,307,976 shares of Common Stock outstanding as of February 24, 2023, as reported on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2023
| 1 |
NAMES OF REPORTING PERSONS
Claude Vachet
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
|
NUMBER
OF |
5 |
SOLE VOTING POWER
9,704,256 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
9,704,256 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,704,256 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(1) |
| 12 |
TYPE OF REPORTING PERSON
IN |
(1) Calculated based upon 154,307,976 shares of Common Stock outstanding as of February 24, 2023, as reported on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2023
| 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, Oregon 97070 | ||
| Item 2 | (a) | Name of Person Filing: |
| This statement is being filed by Cycle Capital Fund III, L.P., a partnership formed under the Civil Code of Québec, Cycle Capital III, L.P., a partnership formed under the Civil Code of Québec, Cycle Capital Management III Inc., a company incorporated under the Canada Business Corporations Act, Andrée-Lise Methot and Claude Vachet (collectively, the “Reporting Persons”). | ||
| Item 2 | (b) | Address of Principal Business Office or, If None, Residence; Citizenship: |
| The principal business address of each of the Reporting Persons is 1000 Sherbrooke West, Suite 1610, Montreal, Québec, Canada H3A 3G4. |
| Item 2 | (c) | Citizenship: |
| See Item 2(a). | ||
| Item 2 | (d) | Title of Class of Securities: |
| Common Stock, $0.0001 par value per share | ||
| Item 2 | (e) | CUSIP Number: |
| 26916J106 |
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
| Not applicable. | |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned by each Reporting Person: See Row 9 of cover page. |
| (b) | Percent of Class Beneficially Owned by each Reporting Person: See Row 11 of cover page. |
| (c) | Number of shares as to which each Reporting Person has: |
| i. | Sole power to vote or to direct the vote: See Row 5 of cover page. |
| ii. | Shared power to vote or to direct the vote: See Row 6 of cover page. |
| iii. | Sole power to dispose of or to direct the disposition of: See Row 7 of cover page. |
| iv. | Shared power to dispose or to direct the disposition of: See Row 8 of cover page. |
| Item 5. | Ownership of Five 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 5 percent of the class of securities, check the following ¨. |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of 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 the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities 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. |
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: March 29, 2023
| CYCLE CAPITAL FUND III, L.P., | ||
| a partnership formed under the Civil Code of Québec | ||
| By: Cycle Capital III, L.P., | ||
| Its General Partner | ||
| By: Cycle Capital Management III, Inc. | ||
| Its General Partner | ||
| By: | /s/ Andrée-Lise Methot | |
| President | ||
| CYCLE CAPITAL III, L.P., | ||
| a partnership formed under the Civil Code of Québec | ||
| By: Cycle Capital Management III, Inc., | ||
| Its General Partner | ||
| By: | /s/ Andrée-Lise Methot | |
| President | ||
| CYCLE CAPITAL MANAGEMENT III, INC., | ||
| a company incorporated under the Canada Business Corporations Act | ||
| By: | /s/ Andrée-Lise Methot | |
| President | ||
| Andrée-Lise Methot | ||
| By: | /s/ Andrée-Lise Methot | |
| Claude Vachet | ||
| By: | /s/ Claude Vachet | |