SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| ADS-Tec Energy PLC |
| (Name of Issuer) |
| Ordinary Shares, $0.0001 nominal value per share |
| (Title of Class of Securities) |
| G0085J 117 /IE000DU292E6 |
| (CUSIP Number) |
Lynwood E. Reinhardt, Esq. Reed Smith LLP 2850 N. Harwood Street Suite 1500 Dallas, Texas 75201 469-680-4200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March 6, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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. G0085J 117 /IE000DU292E6 SCHEDULE 13D
| 1 | NAMES OF REPORTING PERSONS
ads-tec Holding GmbH | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
18,020,882 (1) | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
18,020,882 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,020,882 (1) | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
* Based on 50,584,758 ordinary shares, $0.0001 nominal value per share (the “Ordinary Shares”) outstanding as of January 16, 2024, as reported in ads-tec Energy PLC’s (the “Issuer”) 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 400,000 convertible securities that are exercisable within 60 days of March 6, 2024.
(1) Includes 400,000 Ordinary Shares issuable to ads-tec Holding GmbH upon the exercise of that certain warrant agreement by and between ads-tec Holding GmbH and the Issuer, dated May 5, 2023, in connection with the 2023 Bridge Loan Warrant Shares described in Item 3 of this Schedule 13D/A.
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CUSIP No. G0085J 117 /IE000DU292E6 SCHEDULE 13D
| 1 | NAMES OF REPORTING PERSONS
Thomas Speidel | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
964,951 (1) | ||
| 8 | SHARED VOTING POWER
18,020,882 (2) | |||
| 9 | SOLE DISPOSITIVE POWER
964,951 (1) | |||
| 10 | SHARED DISPOSITIVE POWER
18,020,882 (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,985,833 (1)(2) | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
* 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 430,716 convertible securities that are exercisable within 60 days of March 6, 2024.
(1) Includes the following: (i) 12,500 Ordinary Shares issuable to Mr. Speidel upon the exercise of 12,500 fully vested options that were granted to Mr. Speidel in connection with his service on the board of directors of the Issuer; (ii) 141,097 restricted stock units granted to Mr. Speidel pursuant to the Issuer’s 2021 Omnibus Incentive Plan in connection with the Issuer’s Long Term Incentive Plan of 2022 and 2023; (iii) 761,250 non-qualified stock options granted to Mr. Speidel pursuant to the Issuer’s 2021 Omnibus Incentive Plan in connection with the Issuer’s Long Term Incentive Plan of 2022 and 2023; and 26,667 Ordinary Shares issuable to Mr. Speidel upon the exercise of that certain warrant agreement by and between Mr. Speidel and the Issuer, dated May 5, 2023.
(2) Includes 400,000 Ordinary Shares issuable upon exercise to ads-tec Holding GmbH pursuant to the warrant agreement by and between ads-tec Holding GmbH and the Issuer, dated May 5, 2023, in connection with the 2023 Bridge Loan Warrant Shares described in Item 3 of this Schedule 13D/A.
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CUSIP No. G0085J 117 /IE000DU292E6 SCHEDULE 13D
The following constitutes Amendment No. 1 (the “Amendment”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends and restates the Schedule 13D in its entirety.
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.
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.
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 EUSG for an aggregate investment of approximately $156 million, which shares were automatically cancelled in exchange for 15,600,000 Ordinary Shares upon the closing of the Transactions.
2023 Bridge Loan Warrant Shares
On May 5, 2023, ads-tec Energy Inc., a Delaware corporation (“Debtor”) and wholly-owned subsidiary of the Issuer issued unsecured promissory notes with an aggregate principal amount of $12,875,000 (the “Promissory Notes”) to certain lenders (the “Lenders”). The Lenders include several entities and individuals including Thomas Speidel. The foregoing summary is qualified in its entirety by reference to the Form 6-K filed on May 11, 2023. In connection with the Debtor’s entry into the Promissory Notes, on May 5, 2023, the Issuer entered into warrant agreements with the Lenders (the “Warrants”) pursuant to which the Lenders subscribed to purchase 1,716,667 duly authorized, fully paid, and nonassessable ordinary shares, nominal value $0.0001 per share (the “Warrant Shares”) of the Issuer, at a purchase price of $3.00 per Warrant Share. Each Warrant is exercisable, in whole or in part, from May 5, 2024 until 5:00 p.m., Eastern Time, on May 5, 2025. The Warrants will be exercisable within sixty (60) days of this report. Through the warrant agreements, ads-tech Holding GmBH, subscribed to purchase 400,000 Warrant Shares for a commitment of $3,000,000 and Mr. Thomas Speidel subscribed to purchase 26,667 Warrant Shares for a commitment of $200,000. These Warrant Shares have a maturity date of December 23, 2023.
Board Service Fees
As described in the Issuer’s Omnibus Incentive Plan, 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.
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CUSIP No. G0085J 117 /IE000DU292E6 SCHEDULE 13D
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.
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.
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.
Item 7. Material to Be Filed as Exhibits.
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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 | ||
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Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D, including all amendments thereto, with respect to the ordinary share, par value $0.0001 per share, of Ads-tec Energy Public Limited Company, and further agree that this Joint Filing Agreement shall be included as an exhibit to the first such joint filing and may, as required, be included as an exhibit to subsequent amendments thereto.
Each of the undersigned agrees and acknowledges that each party hereto is (i) individually eligible to use such Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness and accuracy of the information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Joint Filing Agreement may be executed by one or more parties hereto, and an executed copy of this Joint Filing Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date hereof.
Dated: March 5, 2024
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.
| ads-tec Holding GmbH | ||
| By | /s/ Thomas Speidel | |
| Name: | Thomas Speidel | |
| Title: | Chief Executive Officer and Director | |
[ads-tec Holding GmbH Signature Page to Joint Filing Agreement]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.
| Thomas Speidel | ||
| By: | /s/ Thomas Speidel | |
| Name: | Thomas Speidel | |
| Title: | Chief Executive Officer and Director | |
[Thomas Speidel Signature Page to Joint Filing Agreement]