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Ads-Tec Energy plc – ‘424B3’ on 9/13/22

On:  Tuesday, 9/13/22, at 4:33pm ET   ·   Accession #:  1213900-22-55647   ·   File #:  333-262281

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/13/22  Ads-Tec Energy plc                424B3                  1:392K                                   EdgarAgents LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement                               HTML    391K 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262281

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated May 20, 2022)

ads-tec energy PLC

43,937,083 ORDINARY SHARES

11,662,486 ORDINARY SHARES Issuable upon Exercise of Warrants

11,662,486 WARRANTS

This prospectus supplement amends and supplements the prospectus dated May 20, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-262281), that relates to the issuance by us of an aggregate of up to 11,662,486 of our ordinary shares, nominal value $0.0001 per share (“Ordinary Shares”), (b) the offer and sale from time to time by the selling securityholders named in the Prospectus or their permitted transferees (collectively, the “Selling Securityholders”) of up to 55,599,569 of our Ordinary Shares, (c) up to 7,187,486 Public Warrants, (d) up to 4,375,000 Private Warrants, and (e) up to 100,000 Lender Warrants (as defined in the Prospectus).

Our Ordinary Shares and Public Warrants (as defined in the Prospectus) are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ADSE” and “ADSEW”, respectively. On September 12, 2022, the closing sale price as reported on Nasdaq of our Ordinary Shares was $8.10 per share and of our Public Warrants was $1.20 per warrant.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 6 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 13, 2022.

EXPLANATORY NOTE

This prospectus supplement is being filed to update and supplement the information in the Prospectus to provide the financial statements tables for the six months ended June 30, 2022 that were contained in the report of foreign private issuer on Form 6-K of ads-tec Energy PLC, furnished to the Securities and Exchange Commission on September 13, 2022.

Unaudited Interim Condensed Consolidated Financial Statements

ADS-TEC Energy PLC

For the six months ended
June 30, 2022

Prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB)

Unaudited Interim Condensed Consolidated Financial Statements

Unaudited interim condensed consolidated statements of comprehensive income

For the six months ended June 30:

Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.

Unaudited interim condensed consolidated statements of financial position

ASSETS

EQUITY AND LIABILITIES

Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.

Unaudited interim condensed consolidated statements of cash flows

For the six months ended June 30:

Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.

Unaudited interim condensed consolidated statements of changes in equity

For the six months ended June 30, 2022:

Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.

For the six months ended June 30, 2021:

Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.

Notes forming part of the unaudited interim condensed consolidated financial statements

ADS-TEC Energy PLC and its subsidiaries (“ADSE”) provide highly efficient battery storage solutions and ultra-high-power charging systems for electric vehicles to a broad range of customers. Its scalable systems are designed for use in private homes, public buildings, commercial enterprises, industrial and infrastructure solutions and self-sufficient energy supply systems, with capacities up to the multi-megawatt range.

ADS-TEC Energy PLC (“ADSE Holdco” or “the Company”) is domiciled in 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland. The Company is a public limited company incorporated in Ireland.

The board of directors of ADSE Holdco authorized the interim condensed consolidated financial statements on September 9, 2022.

The unaudited condensed interim consolidated financial statements of ADSE include:

The unaudited interim condensed consolidated financial statements of ADSE for the six months ended June 30, 2022, have been prepared in accordance with IAS 34 - Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Company’s last annual financial statements as at and for the years ended December 31, 2021 (“last annual financial statements”).

They do not include all the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in ADSE’s financial position and performance since the last annual financial statements.

The reporting period is the six months ended June 30, 2022 and six months ended June 30, 2021. The unaudited interim condensed consolidated financial statements for the six months ended June 30, 2022 as well as comparative information as of December 31, 2021 include consolidated financial statements of ADSE, whereas the six months ended June 30, 2021 are based on the annual financial statements of ads-tec GmbH („ADSE GM“) due to the formation of the Group at December 22, 2021.

ADSE’s interim financial statements have been prepared on a going concern basis. The interim financial statements are presented in Euro, which is the functional currency of ADSE. All amounts have been rounded to the nearest thousand, unless otherwise indicated. In some cases, rounding could mean that values in this report do not add up to the exact sum given or percentages do not equal the values presented.

ADSE has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual financial statements, except for the following amendments which apply for the first time in 2022. However, not one is expected to impact ADSE as they are either not relevant to ADSE’s activities or require accounting which is inconsistent with ADSE’s current accounting policies.

The following amendments are effective for the period beginning January 01, 2022:

The following significant events and transactions have occurred since December 31, 2021.

Revenue from contracts with customers

The war in Ukraine has changed the global economic order and high inflation threatens to become a long-term problem. Additionally, prices for energy significantly increase and global supply chains are negatively affected. Due to ongoing negative effects on the Group's supply chains, ADSE was not able to fulfill all existing contracts with customers for the six months ended June 30, 2022 as planned. The decrease in revenue from contracts with customers for the six months ended June 30, 2022 in comparison to the six months ended June 30, 2021 is mainly driven by a decrease of revenues in the area of charging. A major contract with a customer that has been completed in the first half of 2021 could not be fully compensated by new completed contracts with customers in the first half of 2022. Correspondingly, revenues in the categories service and other decreased, driven by a reduced sale of spare parts and a lower amount of services in connection with the decrease of sales of charging platforms. In contrast, revenues from contracts with customers in the area of commercial & industrial increased in the first half of 2022. Please refer to note 4.1.1 for further information on revenue from contracts with customers.

Investments in property, plant and equipment

During the six months ended June 30, 2022 ADSE acquired assets with a cost of kEUR 760 (June 30, 2021: kEUR 360). The investments in items of property, plant and equipment mainly relate to improvements of existing production and testing facilities as well as the acquisition of tools to be used in production and testing processes. Please refer to note 4.2.3 for further information on items of property, plant and equipment.

ADSE develops, produces, and distributes battery storage solutions for different areas of applications (“multi-use-case”). The product portfolio ranges from the field “residential” which includes small storage solutions, to the field “industrial” including power ranges up to multiple MW/MWh, as well as to the field “charging” which provides charging solutions for the expansion of the eMobility infrastructure at power-limited network points. Additionally, ADSE provides its customers with software solutions regarding intelligent controlling and monitoring of battery storage solutions. Other revenues include for example separately acquirable service contracts or maintenance services.

46% of revenues in the six months ended June 30, 2022 are generated in Germany (June 30, 2021: 94%). The following table presents the revenue from contracts with customers disaggregated by geographical region based on the customer’s country of domicile:

The following table presents the revenue from contracts with customers disaggregated by major products:

Charging revenues of kEUR 6,503 (June 30, 2021: kEUR 15,673) were recognized point in time while charging revenues of kEUR 44 (June 30, 2021: kEUR 2,603) were recognized over time.

Cost of goods sold

Cost of goods sold include the following:

Selling, general and administrative expenses

Selling, general and administrative expenses include the following:

As of June 30, 2022 stock compensation expenses of kEUR 1,192 (June 30, 2021: kEUR 0) are included in personnel expenses.

Other expenses mainly comprise of travel expenses as well as insurance expenses.

Research and development expenses

Research and not capitalized development expenses amounting to kEUR 1,030 (June 30, 2021: kEUR 1,583). They comprise wages and salaries and material expenses.

ADSE has capitalized development cost in total of kEUR 2,506 (June 30, 2021: kEUR 1,497). Amortization of development cost amounts to kEUR 1,225 (June 30, 2021: kEUR 1,121).

Finance income includes the following:

As of June 30, 2022 finance income excluding the FX valuation of USD bank accounts consists of remeasurement of warrant liabilities (kEUR 5,012) and other interest income (kEUR 10). Foreign currency gains (kEUR 6,479) result from the FX valuation of USD bank accounts.

Tax is charged at 29,48% for the six months ended June 30, 2022 (June 30, 2021: 29,48%) representing the best estimate of the average annual effective tax rate expected to apply for the full year, applied to the pre-tax income of the six-month period.

Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to ordinary equity holders of the ADSE Holdco by the weighted average number of ordinary shares outstanding during the reporting period.

ADSE Holdco is a public limited company, which allots shares of the entity to its shareholders.

Earnings per share (basic) and earnings per share (diluted) are calculated based on the earnings attributable to ADSE Holdco shareholders. For the periods included in these financial statements ADSE was loss-making in all periods. Restricted stock units have been included in the calculation of diluted weighted average number of ordinary shares outstanding. These restricted stock units could potentially dilute basic earnings per share in the future. Dilutive effects did not occur.

The loss attributable to the shareholders of ADS-TEC Energy PLC (basic and diluted) for the six-months ended June 30, 2022 amount to kEUR -7,309 (2021: kEUR -5,177). The weighted average number of interests in circulation (basic and diluted) amounts to (in k units) 48,808 (2021: 32).

The significant change in basic and diluted loss per share results from the issue of a significant number of new shares as a part of the business combination (ADSE) formed on December 22, 2021. For more details about the business combination and the issued shares, please refer to the annual financial report 2021.

The development of intangible assets is shown below:

The development of right-of-use assets is shown below:

During the six months ended June 30, 2022, the Company entered into 5 new lease agreements for use of vehicles. With the new additions, the company capitalized right-of-use assets in the amount of kEUR 1,808 (December 31, 2021: kEUR 1,988) and recognized lease liabilities in the amount of kEUR 1,894 as of June 30, 2022 (December 31, 2021: kEUR 2,066).

The development of fixed assets is shown below:

Inventories can be broken down to the following items as follows:

The following table provides the carrying amounts and fair values of all financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of the fair value. Further, the fair value disclosure of lease liabilities is also not required.

Restricted share units program

In 2021 an Incentive Plan was implemented which allows ADSE to grant restricted stock units (RSUs) for members of the management and members of the board of directors. The participants shall receive a number of shares of common stock that correspond to the number of RSUs that have become vested on the applicable vesting date.

The RSUs granted for the initial SPAC grant promised have a vesting period of four years while the RSUs granted under the director’s compensation have a vesting period of one year. In case of a bad leaver all claims to the RSUs become void.

The grant of RSUs is a share-based payment according to IFRS 2, because the participants will become entitled to a future remuneration, which is based on real equity instruments. ADSE has no choice to settle the transaction in cash and must settle with equity instruments. Therefore, the grant of RSUs is classified as equity-settled share-based payment according to IFRS 2.

The valuation of the RSUs is based on the share price of ADSE Holdco minus the nominal value of the share. No option pricing model was applied.

For the six months ended June 30, 2022 the RSU program developed as follows:

The RSUs have no exercise price. The weighted average remaining contractual lifetime of the RSUs is 1.77 years.

When determining the expense recognition as of June 30, 2022 and December 31, 2021, an average expected fluctuation of 0% p.a. was applied based on management estimates. The expected fluctuation for the remaining part of the respective vesting period will be adjusted on future reporting dates based on current information.

As of June 30, 2022, ADSE has recognized an increase in equity in the balance sheet of kEUR 725 (December 31, 2021: kEUR 10) for share-based payments. The expense for the six months ended June 30, 2022 amounts to kEUR 725 (June 30, 2021: kEUR 0).

Non-qualified stock option program

Under the non-qualified stock option (NQSO) program, ADSE grants to the participant the right to acquire from ADSE the aggregate number of shares of common stock specified per share exercise price specified in the award agreement. Except for two NQSO agreements concluded under the director compensation, which will become exercisable after one year, and with a consultant, which has different vesting dates, all other options granted become exercisable according to a vesting schedule earliest after one year and latest after four years from the grant date. In case of a bad leaver-event all claims to the NQSO become forfeited. The options expire after ten years from the grant date.

For the six months ended June 30, 2022 NQSO program as follows:

The weighted average remaining contractual life of the NQSOs outstanding at the end of the period is is 2.06 years.

The fair value at grant date is independently determined using a black-scholes model that takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

The expected price volatility is based on the historic volatility based on the remaining life of the options.

The individual programs with different terms and conditions were valued with corresponding term appropriate parameters for historical volatility and risk-free interest rate. The program granted to the consultant also has an exercise price of USD 10.

When determining the expense recognition as of June 30, 2022 an average expected fluctuation of 0% - 5% p.a. was applied based on management estimates. The expected fluctuation for the remaining part of the respective vesting period will be adjusted on future reporting dates based on current information.

As of June 30, 2022, ADSE has recognized an increase in equity in the balance sheet of kEUR 466 (December 31, 2021: kEUR 0) for the share-based payments. The expense for the six months ended June 30, 2022 amounts to kEUR 466 (June 30, 2021: kEUR 0).

The business performance of ADSE does not follow a regular seasonality or cyclicality of results that affect the unaudited interim condensed financial statements. Thus, the results of the six month period ended June 30, 2022 may not be indicative of the full year results.

Information reported to ADSE’s chief operating decision maker (CODM) for the purposes of resource allocation and assessment of segment performance is focused on the geographic region of ADSE’s business activities. Therefore, ADSE manages its operations based on two operating segments referring to its business activities in Europe and North America.

Although the segment “North America” does not meet the quantitative thresholds to be reported as a reportable segment, the management has concluded that this segment should nevertheless be reported separately, as it is closely monitored by the CODM as a potential growth segment and is expected to contribute to ADSE’s revenue in future. In consequence, operating segments are reported in a manner consistent with the internal reporting provided to the CODM.

The CODM has been identified as the board of directors of ADSE Holdco. The board of directors regularly reviews operating results and makes decisions about the allocation of ADSE’s resources. ADSE’s focus is on the research, development and manufacturing of products and services in the fields of energy management, energy storage and e-mobility.

ADSE evaluates segmental performance based on segment revenue and segment earnings before interest, taxation, depreciation and amortization (EBITDA). Inter-segment sales are priced along the same lines as sales to external customers.

For the six months ended June 30, 2022:

For the six months ended June 30, 2021:

Total non-current assets of both reportable segments can be broken down as follows:

Total current assets of both reportable segments can be broken down as follows:

Total liabilities of both reportable segments can be broken down as follows:

Total revenues of both reportable segments for the six months ended June 30, 2022 can be broken down as follows:

Revenues from one customer of ADSE for the six months ended June 30, 2022 represented approximately kEUR 2,665 (June 30, 2021: kEUR 18,187) of ADSE’s total revenues.

The tables below provide an overview of significant account balances and transactions from related parties relationships.

For the six months ended June 30, 2022:

*) Transactions with shareholders comprise agreements with ADSH, Robert Bosch GmbH and Bosch Thermotechnik GmbH. Transactions with affiliates include transaction with subsidiaries of the shareholders.

For the six months ended June 30, 2021:

*) Transactions with shareholders comprise agreements with ADSH, Robert Bosch GmbH and Bosch Thermotechnik GmbH as well as any subsidiaries of Robert Bosch GmbH. Transactions with affiliates include transaction with subsidiaries of ADSH.

The table below provides an overview of significant account balances and transactions from such relationships.

Receivables and liabilities to shareholders and affiliated companies

*) Transactions with shareholders comprise agreements with ADSH, Robert Bosch GmbH and Bosch Thermotechnik GmbH. Transactions with affiliates include transaction with subsidiaries of the shareholders.

Key management personnel compensation

As of the comparison date June 30, 2021 key management personnel comprised the board of directors and authorized representatives of ADSE GM. Key management personnel as of the reporting date comprise the board of directors and authorized representatives of ADSE Holdco. As of the reporting date the key management personnel is represented by the following people:

Key management personnel compensation for the six months ended June 30, 2022 comprised the following:

Short-term employee benefits include salary, company car, training and other benefits. Share-based payments include expenses for RSUs and NQSOs. 

As of July 01, 2022, Wolfgang Breme has been appointed as Chief Financial Officer (CFO) of ADSE Holdco.

ADSE evaluated subsequent events for recognition or disclosure through September 9, 2022 and did not identify material subsequent events.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘424B3’ Filing		Date		Other Filings
Filed on:		9/13/22		6-K
		9/12/22
		9/9/22
		7/1/22
		6/30/22
		5/20/22		EFFECT
		1/1/22
		12/31/21		20-F
		12/22/21		20-F,  8-A12B,  CERT
		6/30/21
		1/1/21
				List all Filings

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1 Previous Filing that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/22 Ads-Tec Energy plc 6-K 9/13/22 3:6.3M EdgarAgents LLC/FA

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Filing Submission 0001213900-22-055647   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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