Sec Form 13G Filing - ACON S2 Sponsor L.L.C. filing for ESS Tech Inc. (GWH) - 2021-02-12

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.

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

6,100,000⁽¹⁾⁽²⁾

Shared Voting Power

0

Sole Dispositive Power

6,100,000⁽¹⁾⁽²⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

6,100,000⁽¹⁾⁽²⁾

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

See footnote 2 below.

Percent of Class Represented by Amount in Row (9)

19.5%^(1)(2)(3)

Type of Reporting Person (See Instructions)

OO

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

6,100,000⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

6,100,000⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

6,100,000⁽¹⁾

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

See footnote 2 below.

Percent of Class Represented by Amount in Row (9)

19.5%⁽¹⁾⁽²⁾

Type of Reporting Person (See Instructions)

OO

See Item 4 below. Represents 6,100,000 shares of Class B ordinary shares, $0.0001 par value per share, of the Issuer (the “Class B ordinary shares”) directly held by ACON S2 Sponsor, L.L.C., which will automatically convert into Class A ordinary shares, $0.0001 par value per share, of the Issuer (the “Class A ordinary shares”) at the time of the Issuer’s initial business combination or earlier at the option of the holders thereof on a one-for-one basis, as more fully described in the Issuer’s amended and restated memorandum and articles of association or under the heading “Description of Securities—Founder Shares” in the Issuer’s final prospectus (File No. 333-248515), filed in connection with the Issuer’s initial public offering.

Excludes 4,666,667 private placement warrants purchased by the Sponsor that are not presently exercisable.

Based on 25,000,000 Class A ordinary shares and 6,250,000 Class B ordinary shares issued and outstanding as of November 16, 2020, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 16, 2020, and assuming the conversion of all the Class B ordinary shares held by ACON S2 Sponsor, L.L.C.

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

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

Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

☐        (a) a broker or a dealer registered under Section 15 of the Exchange Act.

☐        (b) a bank as defined in Section 3(a)(6) or the Exchange Act.

☐        (c) an insurance company as defined in Section 3(a)(19) of the Exchange Act.

☐        (d) an investment company registered under Section 8 of the Investment Company Act.

☐        (e) an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

☐        (f) an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

☐        (g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

☐        (h) a savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐    (i) a church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

☐        (j) a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

☐        (k) a group in accordance with Rule 13d-1(b)(1)(ii)(K).

☒        Not applicable

Item 4.   Ownership

The responses to Items 5 to 11 of the cover page of this Schedule 13G are incorporated herein by reference.

As of December 31, 2020, the Reporting Persons directly hold 6,100,000 Class B ordinary shares, representing 19.5% of the Issuer’s issued and outstanding ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holders thereof at a one-for-one basis, subject to adjustment, as more fully described in the Issuer’s amended and restated memorandum and articles of association or under the heading “Description of Securities—Founder Shares” in the Issuer’s final prospectus (File No. 333-248515), filed in connection with the Issuer’s initial public offering.

The Sponsor is the record holder of the shares reported herein. The Sponsor is controlled by Holdings. The members of Holdings are Bernard Aronson, Kenneth Brotman and Jonathan Ginns. Consequently, each of Holdings, Bernard Aronson, Kenneth Brotman and Jonathan Ginns disclaims, for purposes of Sectio n 16 of the Act, beneficial ownership of the reported securities held by the Sponsor, except to the extent of his/its indirect pecuniary interest therein. This report shall not be deemed an admission that either Holdings, Bernard Aronson, Kenneth Brotman, or Jonathan Ginns are the beneficial owners of such securities for purposes of Section 16 of the Act or for any other purposes.

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 Persons have ceased to be the beneficial owners of more than five 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 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.   Certification

Not Applicable

Exhibit

    No.    

Description