SEC Form SCHEDULE 13D filed by ADS-TEC ENERGY PLC Warrant
$ADSEW
Industrial Specialties
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
Patrick Moroney 73 Arch Street, Greenwich, CT, 06830 203-983-4470 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (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 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).
SCHEDULE 13D
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| CUSIP No. | G0085J117 |
| 1 |
Name of reporting person
LUCERNE CAPITAL MANAGEMENT LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,662,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G0085J117 |
| 1 |
Name of reporting person
Pieter Taselaar | ||||||||
| 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
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,662,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G0085J117 |
| 1 |
Name of reporting person
Matheus Hovers | ||||||||
| 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
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,662,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G0085J117 |
| 1 |
Name of reporting person
Jonathan Copplestone | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,662,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G0085J117 |
| 1 |
Name of reporting person
Patrick Moroney | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,662,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Ads-Tec Energy Public Ltd Co | |
| (c) | Address of Issuer's Principal Executive Offices:
10 EARLSFORT TERRACE, DUBLIN 2, DUBLIN,
IRELAND
, D02 T380. | |
Item 1 Comment:
This Schedule 13D is being filed by Lucerne Capital Management LP ("LCM"), Pieter Taselaar, Matheus Hovers, Jonathan Copplestone and Patrick Moroney (each a "Reporting Person" and together, the "Reporting Persons") pursuant to Rule 13d-1(f) and supersedes the Schedule 13G originally filed by the Reporting Persons on June 30, 2023, as amended. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is 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) | The address of each of the Reporting Persons is: 73 Arch Street, 3rd Floor Greenwich, CT 06830 | |
| (c) | See Item 2(a). | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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 finding any violation with respect to such laws. | |
| (f) | See the cover page of each Reporting Person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On August 10, 2021, the Issuer entered into a business combination agreement with European Sustainable Growth Acquisition Corp. ("EUSG"). In connection with the closing of the business combination, (i) certain Reporting Persons received Common Shares and Warrants to purchase Common Shares of the Issuer in exchange for securities of EUSG that they had previously held and (ii) certain Reporting Persons participated in a private placement transaction pursuant to which they acquired additional Common Shares.
In May and August of 2023 and in August of 2024, certain of the Reporting Persons participated in secured lending transactions with the Issuer and its subsidiaries as borrowers and guarantors. The secured loans bear interest at an interest rate of 10% per annum. The May 2023 loan was repaid in full and the August 2023 and August 2024 loans mature on August 31, 2026.
In connection with the May 2023 loan, the relevant Reporting Persons also acquired warrants to purchase Common Shares with an exercise price of $3.00 per Common Share. These warrants are currently exercisable and expire on August 31, 2025.
In connection with the August 2023 loan, the relevant Reporting Persons also acquired warrants to purchase Common Shares with an exercise price of $6.20 per Common Share. These warrants are currently exercisable and expire on August 26, 2026. In connection with an extension of the maturity of the August 2023 loan, the relevant Reporting Persons also acquired additional warrants to purchase Common Shares with an exercise price of $6.20 per Common Share. These warrants become exercisable August 26, 2025 and expire on August 26, 2026.
In connection with the August 2024 loan, the relevant Reporting Persons also acquired additional warrants to purchase Common Shares with an exercise price of $6.20 per Common Share. These warrants become exercisable August 26, 2025 and expire on August 26, 2026.
For more information regarding the transactions described above, see the forms of the related documents included as exhibits to this Schedule 13D. See Item 7.
The Common Shares beneficially owned by the Reporting Persons also includes Common Shares purchased from time to time in the open market. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons have acquired the securities reported in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. As such, the Reporting Persons may, depending on the Issuer's performance and other market conditions, increase or decrease their investment position. The Reporting Persons may, from time to time, make additional acquisitions of Common Shares or other securities of the Issuer either in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer's business, prospects, financial condition and results of operations, the market for the Common Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Shares or other securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the Common Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Consistent with the Reporting Persons' investment purposes, they may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or one or more members of the Issuer's board of directors and may make suggestions or proposals concerning the Issuer's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Rows 11 and 13 of the cover page for each Reporting Person. Common Shares beneficially owned includes Common Shares underlying warrants that may be exercised within the next 60 days. Percentage beneficial ownership is based on 53,876,307 Ordinary Shares outstanding as of March 12, 2025, as reported in the Issuer's Prospectus dated March 26, 2025. | |
| (b) | See Rows 7 to 10 of the cover page for each reporting person. | |
| (c) | See Annex A. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
See Item 3. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Form of Subscription Agreement by and between European Sustainable Growth Acquisition Corp., ADS-TEC ENERGY PLC and the subscribers named therein (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-4 (File No. 333-260312).
https://www.sec.gov/Archives/edgar/data/1832505/000121390021053157/ff42021ex10-9_adstecheuro.htm
2. Form of Amended and Restated 2023 Promissory Note, dated April 30, 2025 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by the Issuer on May 1, 2025).
https://www.sec.gov/Archives/edgar/data/1879248/000121390025038518/ea024041801ex10-3_adstec.htm
3. Form of Amended and Restated 2024 Promissory Note, dated April 30, 2025 (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by the Issuer on May 1, 2025).
https://www.sec.gov/Archives/edgar/data/1879248/000121390025038518/ea024041801ex10-4_adstec.htm
4. Form of Amended and Restated 2023 Warrant, dated April 30, 2025 (incorporated by reference to Exhibit 10.5 to the Form 6-K filed by the Issuer on May 1, 2025).
https://www.sec.gov/Archives/edgar/data/1879248/000121390025038518/ea024041801ex10-5_adstec.htm
5. Form of 2024 Warrant, dated August 26, 2024 (incorporated by reference to Exhibit 10.5 to the Form 6-K filed by the Issuer on August 30, 2024).
https://www.sec.gov/Archives/edgar/data/1879248/000121390024074563/ea021290001ex10-5_adstec.htm
6. Amended German Guarantee Agreement, dated August 26, 2024 (incorporated by reference to Exhibit 10.6 to the Form 6-K filed by the Issuer on August 30, 2024).
https://www.sec.gov/Archives/edgar/data/1879248/000121390024074563/ea021290001ex10-6_adstec.htm
7. Guarantee Agreement, Dated August 26, 2024 (incorporated by reference to Exhibit 10.8 to the Form 6-K filed by the Issuer on August 30, 2024).
https://www.sec.gov/Archives/edgar/data/1879248/000121390024074563/ea021290001ex10-8_adstec.htm
8. Amended Security Agreement, dated August 26, 2024 (incorporated by reference to Exhibit 10.7 to the Form 6-K filed by the Issuer on August 30, 2024).
https://www.sec.gov/Archives/edgar/data/1879248/000121390024074563/ea021290001ex10-7_adstec.htm
9. 2024 Security Agreement, dated August 26, 2024 (incorporated by reference to Exhibit 10.9 to the Form 6-K filed by the Issuer on August 30, 2024).
https://www.sec.gov/Archives/edgar/data/1879248/000121390024074563/ea021290001ex10-9_adstec.htm
10. Annex A - Open Market Purchases | ||
| 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.
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