SEC Form SC 13G/A filed by ESS Tech Inc. (Amendment)
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).
| 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: |
5. | 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.
| 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 Beneficially Owned
by Each Reporting Person |
5. | 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.
| 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: |
5. | 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.
| 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: |
5. | 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.
| 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: |
5. | 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.
| 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: |
5. | 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.
| 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: |
5. | 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.
| 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: |
5. | 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.
| 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: |
5. | 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.
| 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.
| 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.
| 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 | ||
| CUSIP No. 26916J106 | Schedule 13G | Page 14 of 14 |
EXHIBIT INDEX