Ads-Tec Energy PLC Files 13D/A Amendment

TL;DR

Ads-Tec Energy PLC filed a 13D/A amendment on 3/8/24, watch for ownership changes.

AI Summary

On March 8, 2024, Ads-Tec Energy Public Ltd Co filed an amendment (No. 1) to its Schedule 13D. This filing indicates a change in beneficial ownership of the company's ordinary shares. The filing was made by ads-tec Holding GmbH, formerly known as ads-tec Holding GmbH, with a date of name change on January 4, 2022.

Why It Matters

This amendment to a Schedule 13D filing signals a potential shift in significant ownership stakes, which could influence the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and potential strategic shifts for the company.

Key Numbers

• 20240308 — Filing Date (Date of Amendment No. 1 to Schedule 13D)
• 20220104 — Name Change Date (Date ads-tec Holding GmbH changed its name)

Key Players & Entities

• Ads-Tec Energy Public Ltd Co (company) — Subject Company
• ads-tec Holding GmbH (company) — Filing Party
• Lynwood E. Reinhardt, Esq. (person) — Authorized Person to Receive Notices
• Reed Smith LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — C (Name of Issuer) Ordinary Shares, $0.0001 nominal value per share (Title of Cla
• $156 m — n aggregate investment of approximately $156 million, which shares were automatically
• $12,875,000 — s with an aggregate principal amount of $12,875,000 (the “Promissory Notes”) to
• $3.00 — of the Issuer , at a purchase price of $3.00 per Warrant Share. Each Warrant is exer
• $3,000,000 — ,000 Warrant Shares for a commitment of $3,000,000 and Mr. Thomas Speidel subscribed to pu
• $200,000 — ,667 Warrant Shares for a commitment of $200,000. These Warrant Shares have a maturity d

Filing Documents

• ea0201448-13da1ads_adstec.htm (SC 13D/A) — 58KB
• ea020144801ex99-1_adstec.htm (EX-99.1) — 8KB
• 0001213900-24-021168.txt ( ) — 68KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to the Ordinary Shares, of ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland. The principal executive office of the Issuer is located at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

Identity and Background

Item 2. Identity and Background. This Schedule 13D is jointly filed by ads-tec Holding GmbH, based in Nürtingen, Germany, and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”) and Thomas Speidel (collectively, the “Reporting Persons”). Mr. Thomas Speidel, the chief executive officer (or its equivalent role in a German company) of the Issuer, has a majority of the voting power in the capital stock of ADSH, a private German corporation. The business address of ADSH and Mr. Speidel is Heinrich-Hertz-Str. 1, 72622 Nürtingen, Germany. The Reporting Persons have not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. On August 10, 2021, the Issuer entered into a business combination agreement (the “Business Combination Agreement”) with European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands (“EUSG”), ads-tec Energy GmbH, based in Nürtingen, Germany, and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), EUSG II Corporation, an exempted company incorporated in the Cayman Islands (“Merger Sub”), and the shareholders of ADSE, pursuant to which (i) EUSG would merge with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Issuer, followed immediately by (ii) the transfer by Bosch Thermotechnik GmbH (“Bosch”) to the Issuer, and the Issuer’s acquisition from Bosch, of certain shares of ADSE in exchange for cash (the “Bosch Acquisition”), and (iii) concurrently with the Bosch Acquisition, ADSH and Bosch would transfer as contribution to the Issuer, and the Issuer would assume from ADSH and Bosch, certain shares of ADSE in exchange for Ordinary Shares (the “Share-for-Share Exchange” and, together with the Merger, the Bosch Acquisition and the other transactions contemplated by the Business Combination Agreement, the “Transactions”). On December 22, 2021, the parties to the Business Combination Agreement consummated the Transactions, resulting in EUSG ceasing to exist and ADSE becoming a wholly-owned subsidiary of the Issuer and the securityholders of ADSE and EUSG becoming securityholders of the Issuer. On the business day immediately prior to the closing of the Merger, EUSG consummated the closing of a series of subscription agreements with accredited investors for the sale in a private placement of 15,600,000 Class A ordinary shares of EU

Purpose of Transaction

Item 4. Purpose of Transaction. As described under Item 3 Mr. Speidel participates in the Omnibus Incentive Plan, so in consideration for Mr. Thomas Speidel’s service on the Board of Directors of the Issuer, Mr. Thomas Speidel was awarded 12,500 Ordinary Shares which were received upon the vesting of restricted stock units on December 23, 2023. While the Reporting Persons do not have any current plans, proposals or agreements with respect to the Ordinary Shares except as otherwise disclosed herein, the Reporting Persons may, from time to time and at any time, acquire additional Ordinary Shares in the open market or otherwise and reserve the right to dispose of any or all of the Ordinary Shares in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Ordinary Shares.

Interest in Securities of the

Item 5. Interest in Securities of the Issuer. All percentages are based on 50,584,758 Ordinary Shares outstanding as of January 16, 2024, as reported in the Issuer’s Final Prospectus on Form F-3 filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933 (Registration No. 333-276788) on February 7, 2024 plus the convertible securities held by the Reporting Persons that are exercisable within 60 days of March 6, 2024. (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 18,985,833 Ordinary Shares, representing 37.2% of the outstanding Ordinary Shares. (b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Ordinary Shares owned by the Reporting Persons: (i) Sole power to vote or to direct the vote: Mr. Speidel has sole voting power to direct the vote of the 964,951 Ordinary Shares he beneficially owns. (ii) Shared power to vote or to direct the vote: ADSH and Mr. Speidel have shared power to vote or to direct the vote of the 18,020,882 Ordinary Shares they beneficially own. (iii) Sole power to dispose or to direct the disposition of: Mr. Speidel has power to dispose or direct the disposition of the 964,951 Ordinary Shares he beneficially owns. (iv) Shared power to dispose or to direct the disposition of: ADSH and Mr. Speidel have shared power to vote or to direct the vote of the 18,020,882 Ordinary Shares they beneficially own. (c) Other than as described herein, the Reporting Persons have not engaged in any transactions in the Ordinary Shares in the past 60 days. (d) No other person has the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report. (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Mr. Thomas Speidel serves as Chief Executive Officer and Director of the Issuer. In connection with Mr. Thomas Speidel’s service as a director he was awarded 12,500 restricted stock units that vested December 23, 2023.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 2.1 Business Combination Agreement, incorporated by reference to Exhibit 2.1 to the Issuer’s Registration Statement on Form F-4 (File No. 333-260312). Exhibit 10.1 Form of Warrant, dated May 5, 2023, incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 6-K filed with the SEC on May 11, 2023 (File No. 001-41188) . Exhibit 99.1 Joint Filing Agreement between ads-tec Holding GmbH and Thomas Speidel. 5 SIGNATURE 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. Dated: March 8th, 2024 ADS-TEC HOLDING GMBH By: /s/ Thomas Speidel Name: Thomas Speidel Title: Chief Executive Officer /s/ Thomas Speidel Name: Thomas Speidel 6

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View this SC 13D/A filing on SEC EDGAR