SEC Form SC 13G/A filed by ESS Tech Inc. (Amendment)

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.

  Names of Reporting Persons

  ACON S2 Sponsor, L.L.C.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,133,334⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,133,334⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,133,334⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.53%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 3,050,000 shares of Common Stock, $0.0001 par value per share (“Common Shares”) and (ii) 4,083,334 Common Shares acquirable in respect of 4,083,334 private placement warrants (“Private Placement Warrants”).

Calculated based on (i) 153,258,791 Common Shares issued and outstanding as of October 31, 2022 as reported in the Issuer’s 10-Q filed November 3, 2022 and (ii) 4,083,334 Common Shares acquirable in respect of the Private Placement Warrants.

  Names of Reporting Persons

  ACON Investment Holdings, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,133,334⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,133,334⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,133,334⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.53%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 3,050,000 Common Shares and (ii) 4,083,334 Private Placement Warrants.

Calculated based on (i) 153,258,791 Common Shares issued and outstanding as of October 31, 2022 as reported in the Issuer’s 10-Q filed November 3, 2022 and (ii) 4,083,334 Common Shares acquirable in respect of the Private Placement Warrants.

Address of Issuer’s Principal Executive Offices:

2440 SW Parkway Ave, Bldg. 83

Wilsonville, OR 97070

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

1.  ACON S2 Sponsor, L.L.C. (the “Sponsor”)

2.  ACON Investment Holdings, LLC (“Holdings”)

c/o ACON S2 Acquisition Corp.

1133 Connecticut Avenue, NW, Suite 700

Washington, DC 20036, USA

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The Sponsor directly holds 3,050,000 Common Shares and 4,083,334 Private Placement Warrants, representing beneficial ownership of 4.53% issued and outstanding of the Issuer’s Common Shares. Holdings is the managing member of the Sponsor and therefore may be deemed the beneficial owner of the reported securities.

The members of Holdings are Bernard Aronson, Kenneth Brotman and Jonathan Ginns. Consequently, each of Holdings, Bernard Aronson, Kenneth Brotman and Jonathan Ginns may be deemed to have voting and dispositive power over the reported securities directly held by the Sponsor. This Statement shall not be construed as an admission that Holdings, Bernard Aronson, Kenneth Brotman, or Jonathan Ginns are, for Section 13(d) or 13(g) purposes, the beneficial owners of the reported securities.