SEC Form SC 13G/A filed by ADS-TEC ENERGY PLC Warrant (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Ads-Tec Energy Public Ltd Co |
| (Name of Issuer) |
| Class A Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| G0085J117 |
| (CUSIP Number) |
| December 31, 2023 |
| (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 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 the 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. G0085J117 | SCHEDULE 13G | Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSON
Lucerne Capital Management, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
4,412,801 |
| 6 |
SHARED VOTING POWER
808,389 | |
| 7 |
SOLE DISPOSITIVE POWER
4,412,801 | |
| 8 |
SHARED DISPOSITIVE POWER
808,389 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,221,190 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSON
Pieter Taselaar |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,221,190 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,221,190 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,221,190 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 4 of 10 |
| 1 |
NAME OF REPORTING PERSON
Matheus Hovers |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,221,190 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,221,190 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,221,190 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 5 of 10 |
| 1 |
NAME OF REPORTING PERSON
Jonathan Copplestone |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,221,190 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,221,190 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,221,190 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 6 of 10 |
| 1 |
NAME OF REPORTING PERSON
Patrick Moroney |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,221,190 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,221,190 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,221,190 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 7 of 10 |
| ITEM 1. | (a) | Name of Issuer: |
| Ads-Tec Energy Public Ltd Co | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
|
10 Earlsfort Terrace Dublin 2, D02 T380, Ireland | ||
| ITEM 2. | (a) | Name of Person Filing:
This Schedule 13G if filed by Lucerne Capital Management LP, an investment advisor to private funds including The Lucerne Capital Master Fund, L.P., The Lucerne Capital Special Opportunity Fund, Ltd., The Lucerne Capital Nordic Master Fund, Ltd. and The Lucerne European Opportunities (US) Fund, LP; by Pieter Taselaar and Matheus Hovers, individuals who control Lucerne Capital Management LP; and Jonathan Copplestone and Patrick Moroney, individuals affiliated with Lucerne Capital Management LP. |
| (b) | Address of Principal Business Office, or if none, Residence: | |
|
The address of each of the Reporting Persons is:
73 Arch Street, 3rd Floor Greenwich, CT 06830 | ||
| (c) | Citizenship: See the cover page of each Reporting Person. | |
| (d) | Title of Class of Securities: | |
| Class A Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number: | |
| G0085J117 |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 8 of 10 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | |
| (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | |
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | |
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | |
| (e) | [__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | |
| (f) | [__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | [__] A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
| (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | |
| (j) | [__] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | [__] Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Not Applicable. | ||
| ITEM 4. | OWNERSHIP. | ||
| Percentage beneficial ownership is based on 50,584,758 Ordinary Shares outstanding as of January 16, 2024, as reported in the Issuer’s Prospectus dated February 7, 2024. | |||
| (a) | Amount beneficially owned: | ||
| See row 9 of the cover page of each Reporting Person | |||
| (b) | Percent of class: | ||
| See row 11 of the cover page of each Reporting Person | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| See row 5 of the cover page of each Reporting Person. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See row 6 of the cover page of each Reporting Person. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See row 7 of the cover page of each Reporting Person. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See row 8 of the cover page of each Reporting Person. | |||
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 9 of 10 |
| ITEM 5. | OWNERSHIP OF FIVE 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 FIVE 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. |
| 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. | CERTIFICATION. |
| 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. |
| CUSIP No. G0085J117 | SCHEDULE 13G | Page 10 of 10 |
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: February 14, 2024
| LUCERNE CAPITAL MANAGEMENT LP | |||
| By: | /s/ Patrick Moroney | ||
| Name: Patrick Moroney | |||
| Title: Chief Operating Officer | |||
| /s/ Pieter Taselaar | ||
| Pieter Taselaar | ||
| /s/ Matheus Hovers | ||
| Matheus Hovers |
| /s/ Jonathan Copplestone | ||
| Jonathan Copplestone |
| /s/ Patrick Moroney | ||
| Patrick Moroney |