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 |
| 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. |
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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) |
| 10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 7.4% (2) |
| 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 |
| 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. |
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Sole Voting Power
0 shares |
| |
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) |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 7.4% (2) |
| 12. |
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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 |
| 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. |
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Sole Voting Power
0 shares |
| |
6. |
|
Shared Voting Power
11,349,384 shares (1) |
| |
7. |
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Sole Dispositive Power
0 shares |
| |
8. |
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Shared Dispositive Power
11,349,384 shares
(1) |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,349,384 shares (1) |
| 10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of Class
Represented by Amount in Row (9) 7.4% (2) |
| 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 |
| 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 |
| |
6. |
|
Shared Voting Power
11,292,493 shares (1) |
| |
7. |
|
Sole Dispositive Power
0 shares |
| |
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) |
| 10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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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. |
| 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 |
| |
6. |
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Shared Voting Power
11,482,493 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
11,482,493 shares
(1) |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,482,493 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) 7.5% (2) |
| 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. |
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Names of Reporting Persons.
Pangaea Partners LLC |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☐
|
| 3. |
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SEC Use Only
|
| 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 |
| |
6. |
|
Shared Voting Power
149,586 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
149,586 shares
(1) |
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| 9. |
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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. |
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Percent of Class
Represented by Amount in Row (9) 0.1% (2) |
| 12. |
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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
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| 1. |
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Names of Reporting Persons.
Chris Erickson |
| 2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☐
|
| 3. |
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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
11,498,970 shares (1) |
| |
7. |
|
Sole Dispositive Power
0 shares |
| |
8. |
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Shared Dispositive Power
11,498,970 shares
(1) |
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| 9. |
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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 |
|
|
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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) |
| |
7. |
|
Sole Dispositive Power
0 shares |
| |
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) 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
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|
| 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) |
|
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|
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|
| 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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| |
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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). |
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