Filing Details

Accession Number:
0001193125-23-019144
Form Type:
13G Filing
Publication Date:
2023-01-29 19:00:00
Filed By:
Pangaea Ventures Fund Iii, Lp
Company:
Ess Tech Inc.
Filing Date:
2023-01-30
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Pangaea Ventures Fund III 0 11,292,493 0 11,292,493 11,292,493 7.4%
Pangaea Ventures III 0 11,292,493 0 11,292,493 11,292,493 7.4%
Vicap 0 11,349,384 0 11,349,384 11,349,384 7.4%
PSee Ventures 0 11,292,493 0 11,292,493 11,292,493 7.4%
Monoc Capital Ltd 0 11,482,493 0 11,482,493 11,482,493 7.5%
Pangaea Partners 0 149,586 0 149,586 149,586 0.1%
Chris Erickson 0 11,498,970 0 11,498,970 11,498,970 7.5%
Purnesh Seegopaul 0 11,292,493 0 11,292,493 11,292,493 7.4%
Andrew Haughian 0 11,632,079 0 11,632,079 11,632,079 7.6%
Filing

 

 

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:

 

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 persons 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

 

  1.    

  Names of Reporting Persons.

 

  Pangaea Ventures Fund III, LP

  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)

 

  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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.


CUSIP No. 26916J106

 

  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

 

  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)

 

  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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.


CUSIP No. 26916J106

 

  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

 

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power

 

  0 shares

   6.  

  Shared Voting Power

 

  11,349,384 shares (1)

   7.  

  Sole Dispositive Power

 

  0 shares

   8.  

  Shared Dispositive Power

 

  11,349,384 shares (1)

  9.    

  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.  

  Percent of Class Represented by Amount in Row (9)

 

  7.4% (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 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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.


CUSIP No. 26916J106

 

  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

 

  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)

 

  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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.


CUSIP No. 26916J106

 

  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

 

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power

 

  0 shares

   6.  

  Shared Voting Power

 

  11,482,493 shares (1)

   7.  

  Sole Dispositive Power

 

  0 shares

   8.  

  Shared Dispositive Power

 

  11,482,493 shares (1)

  9.    

  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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.


CUSIP No. 26916J106

 

  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

   8.  

  Shared Dispositive Power

 

  149,586 shares (1)

  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)

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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers 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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.


CUSIP No. 26916J106

 

  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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers 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 Issuers outstanding common stock as of October 31, 2022, as reported in the Issuers 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 Issuers 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

 

Item 2 (c)

Citizenship:

 

   

Name

  

Citizenship or Place of Organization

  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

 

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 240.13d-2(c), check whether the person filing is a:

Not applicable.


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.


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).