SCHEDULE 13D/A: SoftBank Affiliates Update ESS Tech Stake Following 1-for-15 Reverse Stock Split
Ownership Update
SoftBank Group Corp. and its subsidiaries have updated their Schedule 13D filing for ESS Tech, Inc., reflecting their 20.2% beneficial ownership after the company's 1-for-15 reverse stock split on August 23, 2024.
Summary
- The filing is an Amendment No. 2 to a Schedule 13D for ESS Tech, Inc. (the "Issuer").
- It is filed by SoftBank Group Corp. and its wholly-owned subsidiaries: SoftBank Group Capital Ltd, SB Energy Global Holdings Limited, and SB Energy Global Holdings One Ltd. (collectively, the "Reporting Persons").
- The primary purpose of this amendment is to update the Reporting Persons' ownership following a 1-for-15 reverse stock split of ESS Tech, Inc.'s Common Stock (the "Reverse Stock Split").
- The Reverse Stock Split was effected on August 23, 2024, and all share and per share amounts reported in this Schedule 13D give effect to this split.
- The Reporting Persons collectively beneficially own 2,396,980 shares of ESS Tech, Inc. Common Stock.
- This represents 20.2% of the class, based on 11,882,871 shares outstanding as of November 8, 2024.
- Neither the Reporting Persons nor any associated individuals have effected any transactions in ESS Tech, Inc. Common Stock during the past sixty (60) days.
Sentiment
Score: 5
Explanation: The document is purely factual and administrative, reporting on an updated ownership stake following a previously announced corporate action (reverse stock split). It contains no new information that would inherently alter sentiment.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing is an administrative update reflecting a change in a significant shareholder's reported ownership due to a corporate action (reverse stock split). It does not provide broader analysis of industry trends or the competitive landscape within the energy storage or battery technology sector.
Stakeholder Impact
- Shareholders: The document informs shareholders of the updated beneficial ownership percentage of a major institutional investor (SoftBank and its affiliates) following the company's reverse stock split. While the filing itself is administrative, the underlying reverse stock split impacts shareholders by reducing the number of outstanding shares and increasing the per-share price, which can affect liquidity and market perception.
Key Dates
| Date | Description |
|---|---|
| 2021-10-25 | Original Schedule 13D filing date by the Reporting Persons. |
| 2021-11-17 | Date of the first amendment to the Schedule 13D. |
| 2024-08-23 | Date ESS Tech, Inc. amended its certificate of incorporation to effect a 1-for-15 reverse stock split. |
| 2024-11-08 | Date as of which 11,882,871 shares of Common Stock were outstanding, used for percentage ownership calculation. |
| 2025-03-03 | Signature date of the current Schedule 13D Amendment No. 2. |
Keywords
ESS Tech Inc., SoftBank Group Corp., Schedule 13D, Reverse Stock Split, Beneficial Ownership, SEC Filing, Energy Storage, Battery Technology
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