Amended Statement of Ownership (sc 13g/a)
31 January 2023 - 08:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
26916J106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| * |
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
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1. |
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Names of Reporting Persons.
Pangaea Ventures Fund III, LP
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2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5. |
|
Sole Voting Power
0 shares
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|
6. |
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Shared Voting Power
11,292,493 shares (1)
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7. |
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Sole Dispositive Power
0 shares
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8. |
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Shared Dispositive Power
11,292,493 shares (1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
11,292,493 shares (1)
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10. |
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
7.4% (2)
|
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12. |
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Type of Reporting Person (See Instructions)
PN
|
| (1) |
Consists of shares held directly by Pangaea Ventures
Fund III, LP. Pangaea Ventures Fund III, LP 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
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1. |
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Names of Reporting Persons.
Pangaea Ventures III LLC
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5. |
|
Sole Voting Power
0 shares
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|
|
6. |
|
Shared Voting Power
11,292,493 shares (1)
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7. |
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Sole Dispositive Power
0 shares
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8. |
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Shared Dispositive Power
11,292,493 shares (1)
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9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,292,493 shares (1)
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10. |
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
7.4% (2)
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12. |
|
Type of Reporting Person (See Instructions)
OO
|
| (1) |
Consists of shares held directly by Pangaea Ventures
Fund III, LP. Pangaea Ventures Fund III, LP 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
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1. |
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Names of Reporting Persons.
Vicap LLC
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United States of America
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. |
|
Sole Voting Power
0 shares
|
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|
6. |
|
Shared Voting Power
11,349,384 shares (1)
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7. |
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Sole Dispositive Power
0 shares
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8. |
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Shared Dispositive Power
11,349,384 shares (1)
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9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,349,384 shares (1)
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10. |
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
7.4% (2)
|
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12. |
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Type of Reporting Person (See Instructions)
OO
|
| (1) |
Consists of 11,292,493 shares held directly by Pangaea
Ventures Fund III, LP and 56,891 shares held directly by Vicap LLC.
Pangaea Ventures Fund III, LP 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
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1. |
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Names of Reporting Persons.
PSee Ventures LLC
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2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
|
|
4. |
|
Citizenship or Place of Organization
United States of America
|
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|
|
|
|
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. |
|
Sole Voting Power
0 shares
|
|
|
6. |
|
Shared Voting Power
11,292,493 shares (1)
|
|
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7. |
|
Sole Dispositive Power
0 shares
|
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8. |
|
Shared Dispositive Power
11,292,493 shares (1)
|
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|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,292,493 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)
7.4% (2)
|
|
12. |
|
Type of Reporting Person (See Instructions)
OO
|
| (1) |
Consists of shares held directly by Pangaea Ventures
Fund III, LP. Pangaea Ventures Fund III, LP 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
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1. |
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Names of Reporting Persons.
Monoc Capital Ltd.
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2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
|
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3. |
|
SEC Use Only
|
|
4. |
|
Citizenship or Place of Organization
United States of America
|
|
|
|
|
|
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. |
|
Sole Voting Power
0 shares
|
|
|
6. |
|
Shared Voting Power
11,482,493 shares (1)
|
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|
7. |
|
Sole Dispositive Power
0 shares
|
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8. |
|
Shared Dispositive Power
11,482,493 shares (1)
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|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,482,493 shares (1)
|
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10. |
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
7.5% (2)
|
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12. |
|
Type of Reporting Person (See Instructions)
OO
|
| (1) |
Consists of 11,292,493 shares held directly by Pangaea
Ventures Fund III, LP and 190,000 shares held directly by Monoc
Capital Ltd. Pangaea Ventures Fund III, LP is managed by its
general partner, Pangaea Ventures III LLC (“Pangaea GP”). Pangaea
GP is managed and controlled by VicapLLC, 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
|
|
|
|
|
|
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|
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
United States of America
|
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. |
|
Sole Voting Power
0 shares
|
|
|
6. |
|
Shared Voting Power
149,586 shares (1)
|
|
|
7. |
|
Sole Dispositive Power
0 shares
|
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|
8. |
|
Shared Dispositive Power
149,586 shares (1)
|
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|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
149,586 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)
|
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12. |
|
Type of Reporting Person (See Instructions)
OO
|
| (1) |
Consists of 149,586 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
|
|
|
|
|
|
|
|
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
United States of America
|
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. |
|
Sole Voting Power
0 shares
|
|
|
6. |
|
Shared Voting Power
11,498,970 shares (1)
|
|
|
7. |
|
Sole Dispositive Power
0 shares
|
|
|
8. |
|
Shared Dispositive Power
11,498,970 shares (1)
|
|
|
|
|
|
|
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,498,970 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)
7.5% (2)
|
|
12. |
|
Type of Reporting Person (See Instructions)
IN
|
| (1) |
Consists of 11,292,493 shares held directly by Pangaea
Ventures Fund III, LP, 149,586 shares held directly by Pangaea
Partners LLC, and 56,891 shares held directly by Vicap LLC. Pangaea
Ventures Fund III, LP is managed by its general partner, Pangaea
Ventures III LLC (“Pangaea GP”). Pangaea GP is managed and
controlled by VicapLLC, 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
|
|
|
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|
|
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
11,292,493 shares (1)
|
|
|
7. |
|
Sole Dispositive Power
0 shares
|
|
|
8. |
|
Shared Dispositive Power
11,292,493 shares (1)
|
|
|
|
|
|
|
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,292,493 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)
7.4% (2)
|
|
12. |
|
Type of Reporting Person (See Instructions)
IN
|
| (1) |
Consists of shares held directly by Pangaea Ventures
Fund III, LP. Pangaea Ventures Fund III, LP 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
CUSIP No. 26916J106
|
|
|
|
|
|
|
|
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
United States of America
|
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. |
|
Sole Voting Power
0 shares
|
|
|
6. |
|
Shared Voting Power
11,632,079 shares (1)
|
|
|
7. |
|
Sole Dispositive Power
0 shares
|
|
|
8. |
|
Shared Dispositive Power
11,632,079 shares (1)
|
|
|
|
|
|
|
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,632,079 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)
7.6% (2)
|
|
12. |
|
Type of Reporting Person (See Instructions)
PN
|
| (1) |
Consists of 11,292,493 shares held directly by Pangaea
Ventures Fund III, LP, 190,000 shares held directly by Monoc
Capital Ltd., and 149,586 shares held directly by Pangaea Partners
LLC. Pangaea Ventures Fund III, LP 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 153,258,791 shares of
the Issuer’s outstanding common stock as of October 31, 2022,
as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
|
| 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, LP
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
|
|
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|
|
| |
|
Name
|
|
Citizenship or Place of Organization
|
|
|
|
|
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Pangaea Ventures Fund III, LP |
|
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
26916J106
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(c), check whether the person
filing is a:
|
Not applicable.
| |
(a) |
Amount beneficially owned:
|
See Row 9 of cover pages.
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.
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.
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 30, 2023
|
| PANGAEA VENTURES FUND III, LP |
| 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 |
EXHIBIT INDEX
|
|
|
| Exhibit No. |
|
Description |
|
|
| 1 |
|
Joint Filing Agreement, dated October 20,
2021 (incorporated by reference to Exhibit 1 of the Reporting
Persons’ Schedule 13G filed with the Securities and Exchange
Commission on October 21, 2021). |
ACON S2 Acquisition (NASDAQ:STWO)
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