4//SEC Filing
ACON S2 Sponsor, L.L.C. 4
Accession 0000899243-21-040094
CIK 0001819438other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 4:15 PM ET
Size
13.1 KB
Accession
0000899243-21-040094
Insider Transaction Report
Form 4
ACON S2 Management, LLC
10% Owner
Transactions
- Conversion
Class B Ordinary Shares
2021-10-08−6,100,000→ 0 total→ Common Stock (6,100,000 underlying) - Other
Warrants
2021-10-08+4,083,334→ 4,083,334 total→ Common Stock (4,083,334 underlying) - Conversion
Common Stock
2021-10-08+6,100,000→ 6,100,000 total
Footnotes (4)
- [F1]6,100,000 shares of common stock, par value $0.0001 ("New ESS Common Stock"), of New ESS (as defined below) are held directly by ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the "Sponsor"). Sponsor has voting and investment discretion with respect to the securities held by the Sponsor, and thus may be deemed to have beneficial ownership of such securities. ACON S2 Management, LLC (the "Management") expressly disclaims any such beneficial ownership of such securities, except to the extent of their individual pecuniary interests therein. The business address of Sponsor and Management is 1133 Connecticut Avenue, NW, Suite 700, Washington, DC 20036.
- [F2]Pursuant to the Agreement and Plan of Merger, dated May 6, 2021, by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the "Company"), SCharge Merger Sub, Inc., a Delaware corporation, and ESS Tech, Inc, a Delaware corporation ("ESS"), the parties effected a business combination transaction ("Business Combination"), on October 8, 2021. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "ESS Tech, Inc" ("New ESS"). In connection with the consummation of the Business Combination, 6,100,000 of Sponsor's Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares,
- [F3](Continued from footnote 2) par value $0.0001, of the Company ("Class A ordinary shares") converted into shares of common stock, par value $0.0001, of New ESS simultaneously with the closing of the Business Combination. After giving effect to this transaction, Management will own less than 10% of the outstanding common stock of New ESS.
- [F4]In connection with the consummation of the Business Combination, 4,083,334 of the private placement warrants of the Company ("ACON Private Placement Warrants") held by Sponsor, which previously entitled Sponsor to purchase one Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or 30 days after the completion of an initial business combination of the Company, were converted into private placement warrants of ESS (each a "New ESS Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New ESS Private Placement Warrant entitling the holder thereof to the right to purchase one share of New ESS Common Stock.
Documents
Issuer
ESS Tech, Inc.
CIK 0001819438
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001819440
Filing Metadata
- Form type
- 4
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 4:15 PM ET
- Size
- 13.1 KB