Status:                  Clearance

Acquirer:              SB Energy Global Holdings One Ltd.; SoftBank Group Corp. (Japan)

Acquired:             ESS Tech, Inc. (U.S.)

Value:                   Undetermined

Industry Tags:    Battery and Electronic Component Manufacturing; Electric Vehicles

On May 6, 2021, ACON S2 Acquisition Corp., a Cayman Islands exempted company, and “ESS Tech, Inc., a Delaware corporation (‘ESS’),” entered into a Merger Agreement whereby ACON S2 Acquisition Corp. registered as a corporation in the State of Delaware and a subsidiary of ACON S2 Acquisition Corp. merged with and into ESS, with ESS surviving the merger as a wholly-owned direct subsidiary of ACON S2 Acquisition Corp (the “New ESS”). (ACON S2 Acquisition Corp. Form S-4/A, Aug. 26, 2021, SEC Filing.) ACON S2 Acquisition Corp. “is a blank check company incorporated on July 21, 2020 as a Cayman Islands exempted company” for the purpose of effecting a business acquisition. (Id.) “ESS is a long-duration energy storage company specializing in iron flow battery technology.” (Id.) Pursuant to the Merger Agreement, SB Energy Global Holdings One Ltd., which is indirectly wholly owned by SoftBank Group Corp., a Japanese publicly traded company (Tokyo: SFTBY), received shares of common stock in New ESS (ESS Tech, Inc, Schedule 13D, Item 6, Nov. 9, 2021, SEC Filing.) Concurrently with the Merger Agreement, ESS Tech entered into a Stockholder Agreement with SB Energy Global Holdings One Ltd. and Breakthrough Energy Ventures, LLC, a U.S. private investment company focused on sustainable energy, whereby each will have one designee on New ESS’ initial board of directors, among other rights. (ACON S2 Acquisition Corp. Form S-4/A, Aug. 26, 2021, SEC Filing.) ACON S2 Acquisition Corp. and SB Energy Global Holdings One Ltd. (the “Parties”) “filed a joint [CFIUS] notice in August 2021 . . .”(ACON S2 Acquisition Corp. Form 8k, Oct. 1, 2021, SEC Filing.)  The transaction “closed on October 8, 2021. On October 28, 2021, CFIUS informed [the Parties] in writing that CFIUS had concluded its review [and] determined that there were no unresolved national security concerns.” (ESS Tech, Inc., Form 8K, Oct. 28, 2021, SEC Filing.)

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