Ads-Tec Energy Public Ltd Co 6-K, filed Sep 30, 2026
Ads-Tec Energy Public Ltd Co (ADSE)
About this 6-K
Ads-Tec Energy Public Ltd Co filed this 6-K on September 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of September
Commission File Number
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Telephone: +353 1 920 1000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On September 30, 2026, ADS-TEC ENERGY PLC (the “Company”) reported its financial and operational results as of and for the six months ended June 30, 2026. The Company’s unaudited interim condensed consolidated financial statements and related management’s discussion and analysis of financial condition and results of operations are attached as Exhibits 99.1 and 99.2 hereto, respectively.
This 6-K and the accompanying exhibits are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-262281, 333-276788, 333-284850) and Form S-8 (File No. 333-263153), including all amendments thereto, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Company’s Form 20-F (SEC File No. 001-41188) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2026, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
1
EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 30, 2026 | ADS-TEC ENERGY PLC | |
| By: | /s/ Thomas Speidel | |
| Name: | Thomas Speidel | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Unaudited Interim Condensed Consolidated Financial Statements
ADS-TEC Energy PLC
as at and for the half year ended
June 30, 2026
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 profit or loss and comprehensive income (loss) | 1 | |
| Unaudited interim condensed consolidated statements of financial position | 2 | |
| Unaudited interim condensed consolidated statements of cash flows | 4 | |
| Unaudited interim condensed consolidated statements of changes in equity | 6 | |
| Notes to the unaudited interim condensed consolidated financial statements | 8 | |
| 1. Reporting entity and group information | 8 | |
| 1.1 | Reporting entity | 8 |
| 1.2 | Group information | 8 |
| 2. Accounting policies | 9 | |
| 2.1 | Basis of preparation | 9 |
| 2.2 | Material uncertainty regarding the ability to continue as a going concern | 9 |
| 2.3 | New accounting standards and interpretations | 10 |
| 3. Significant events and transactions | 11 | |
| 4. Disclosure on individual items of the consolidated financial statements | 12 | |
| 4.1 | Statements of comprehensive income | 12 |
| 4.2 | Statements of financial position | 15 |
| 5. Seasonal business | 21 | |
| 6. Segment reporting | 21 | |
| 7. Related party transactions | 23 | |
| 8. Authorization of the financial statements | 24 | |
i
Unaudited interim condensed consolidated statements of profit or loss and comprehensive income (loss)
| For the six months ended June 30, |
||||||||||
| kEUR | Note | 2026 | 2025 | |||||||
| Continuing operations | ||||||||||
| Revenue | 4.1.1 | |||||||||
| Cost of sales | 4.1.1 | - | - | |||||||
| Gross profit (loss) | - | - | ||||||||
| Research and development expenses | - | - | ||||||||
| Selling and general administrative expenses | 4.1.1 | - | - | |||||||
| Impairment gains (losses) on trade receivables, contract assets, and other investments | - | |||||||||
| Other income | ||||||||||
| Other expenses | - | - | ||||||||
| Operating result | - | - | ||||||||
| Finance income | 4.1.2 | |||||||||
| Finance expenses | 4.1.2 | - | - | |||||||
| Net finance result | - | |||||||||
| Result before tax | - | - | ||||||||
| Income tax benefits (expenses) | ||||||||||
| Result for the period | - | - | ||||||||
| Other comprehensive income | ||||||||||
| Items that are or may be reclassified subsequently to profit or loss | ||||||||||
| Foreign operations – foreign currency translation differences | - | - | ||||||||
| Other comprehensive income (loss) for the period, net of tax | - | - | ||||||||
| Total comprehensive income (loss) for the period | - | - | ||||||||
| Profit (loss) attributable to: | ||||||||||
| Shareholders of the parent | - | - | ||||||||
| Non-controlling interests | ||||||||||
| Total comprehensive income (loss) attributable to: | ||||||||||
| Shareholders of the parent | - | - | ||||||||
| Non-controlling interests | ||||||||||
| Earnings (loss) per share (in EUR) | ||||||||||
| Diluted | - | - | ||||||||
| Basic | - | - | ||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
1
Unaudited interim condensed consolidated statements of financial position
| ASSETS | ||||||||||
| kEUR | Note | Jun. 30, 2026 |
Dec. 31, 2025 |
|||||||
| Intangible assets | ||||||||||
| Right-of-use assets | ||||||||||
| Property, plant and equipment | ||||||||||
| Other investments and other assets (non-current) | 4.2.1 | |||||||||
| Trade and other receivables (non-current) | ||||||||||
| Deferred tax assets | ||||||||||
| Non-current assets | ||||||||||
| Inventories | 4.2.2 | |||||||||
| Trade and other receivables (current) | ||||||||||
| Other accrued items | 4.2.3 | |||||||||
| Cash and cash equivalents | ||||||||||
| Current assets | ||||||||||
| Total assets | ||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
2
| EQUITY AND LIABILITIES | ||||||||||
| kEUR | Note | Jun. 30, 2026 |
Dec. 31, 2025 |
|||||||
| Share capital | 4.2.4 | |||||||||
| Capital reserves | 4.2.4 | |||||||||
| Other equity | 4.2.4 | |||||||||
| Retained earnings | 4.2.4 | - | - | |||||||
| Profit (loss) | 4.2.4 | - | - | |||||||
| Equity attributable to owners of the Company | - | |||||||||
| Non-controlling interests | ||||||||||
| Total equity | - | |||||||||
| Lease liabilities (non-current) | ||||||||||
| Warrant liabilities (non-current) | 4.2.5 | |||||||||
| Trade and other payables (non-current) | 4.2.6 | |||||||||
| Contract liabilities (non-current) | ||||||||||
| Other provisions (non-current) | ||||||||||
| Deferred tax liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities (current) | ||||||||||
| Loans and borrowings (current) | 4.2.7 | |||||||||
| Warrant liabilities (current) | 4.2.5 | |||||||||
| Trade and other payables (current) | ||||||||||
| Contract liabilities (current) | ||||||||||
| Income tax liabilities (current) | ||||||||||
| Other provisions (current) | ||||||||||
| Current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Total equity and liabilities | ||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
3
Unaudited interim condensed consolidated statements of cash flows
| For the six months ended June 30, |
||||||||||
| kEUR | Note | 2026 | 2025 | |||||||
| Result for the period | - | - | ||||||||
| Depreciation and amortization | ||||||||||
| Finance income | 4.1.2 | - | - | |||||||
| Finance expense | 4.1.2 | |||||||||
| Non-cash effective foreign currency gains | - | - | ||||||||
| Share-based payments | ||||||||||
| Change in trade receivables not attributable to investing or financing activities | ||||||||||
| Change in inventories | 4.2.2 | |||||||||
| Change in write-downs on inventories | 4.2.2 | |||||||||
| Change in trade payables | - | - | ||||||||
| Change in contract assets | - | |||||||||
| Change in contract liabilities | ||||||||||
| Change in other investments and other assets | - | - | ||||||||
| Change in other provisions | ||||||||||
| Change in other liabilities | - | |||||||||
| Income tax expenses (benefits) | - | - | ||||||||
| Interest received | ||||||||||
| Cash flow from operating activities | - | - | ||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
4
| For the six months ended June 30, |
||||||||||
| kEUR | Note | 2026 | 2025 | |||||||
| Purchase of property, plant, and equipment | - | - | ||||||||
| Investments in intangible assets, including internally generated intangible assets | - | - | ||||||||
| Investments in other entities | 4.2.1 | - | ||||||||
| Proceeds from sale of property, plant and equipment | ||||||||||
| Interest received | ||||||||||
| Cash flow from investing activities | - | - | ||||||||
| Proceeds from issue of convertible notes and warrants | ||||||||||
| Proceeds from shareholder loans | 4.2.7 | |||||||||
| Proceeds from issue of shares | 4.2.4 | |||||||||
| Repurchase of warrants | 4.2.5 | - | ||||||||
| Proceeds from the exercise of warrants | 4.2.5 | |||||||||
| Repayment of shareholder loans | - | |||||||||
| Repayment of lease liabilities | - | - | ||||||||
| Interest paid | - | - | ||||||||
| Cash flow from financing activities | ||||||||||
| Net decrease (-) / increase in cash and cash equivalents | - | |||||||||
| Net cash and cash equivalents at the beginning of the period | ||||||||||
| FX Effects | - | |||||||||
| Net cash and cash equivalents at the end of the period | ||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
5
Unaudited interim condensed consolidated statements of changes in equity
| Other reserves | ||||||||||||||||||||||||||||
| kEUR | Subscribed capital | Capital reserves |
Retained earnings |
Currency translation reserve | Total other reserves | Equity attributable to shareholders | Total equity | |||||||||||||||||||||
| Balance as of Jan. 01, 2026 | - | - | - | - | ||||||||||||||||||||||||
| Result for the period | - | - | - | - | ||||||||||||||||||||||||
| Other comprehensive income (loss) | - | - | - | - | ||||||||||||||||||||||||
| Total comprehensive income (loss) | - | - | - | - | - | |||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||
| Share Subscription | - | - | ||||||||||||||||||||||||||
| Balance as of Jun. 30, 2026 | - | - | ||||||||||||||||||||||||||
6
| Other reserves | ||||||||||||||||||||||||||||
| kEUR | Subscribed capital | Capital reserves |
Retained earnings |
Currency translation reserve | Total other reserves | Equity attributable to shareholders | Total equity | |||||||||||||||||||||
| Balance as of Jan. 01, 2025 | - | - | - | - | ||||||||||||||||||||||||
| Result for the period | - | - | - | - | ||||||||||||||||||||||||
| Other comprehensive income (loss) | - | - | - | - | ||||||||||||||||||||||||
| Total comprehensive income (loss) | - | - | - | - | - | |||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Exercise of options | ||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||
| Conversion of shares | ||||||||||||||||||||||||||||
| Balance as of Jun. 30, 2025 | - | - | - | - | ||||||||||||||||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
7
Reporting entity and group information
Notes to the unaudited interim condensed consolidated financial statements
| 1. | Reporting entity and group information |
| 1.1 | Reporting entity |
ADS-TEC Energy PLC and its subsidiaries (“ADSE”) provide intelligent and decentralized energy storage systems to municipalities, automotive OEMs (Original Equipment Manufacturers), charging operators, dealerships, fleets, residential areas, offices, and industrial sites in North America and Europe. 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 at 10 Earlsfort Terrace, Dublin 2 D02 T380, Ireland. The Company is a public limited company incorporated in Ireland. The main operating company is ads-tec Energy GmbH, which is located in Heinrich-Hertz-Str. 1, 72622 Nürtingen, Germany.
The board of directors of ADSE Holdco authorized the unaudited interim condensed consolidated financial statements on September 21, 2026.
| 1.2 | Group information |
The consolidated financial statements of ADSE include:
| Jun. 30, 2026 | Shareholding | |||||||
| Group companies | City | Country | Direct or indirect | |||||
| ADS-TEC Energy PLC (“ADSE Holdco”) | Parent company | |||||||
| ads-tec Energy GmbH (“ADSE GM”) | % | |||||||
| ads-tec Energy, INC. (“ADSE US”) | % | |||||||
| ads-tec Energy Service GmbH (“ADSE Service”) | % | |||||||
| ads-tec Energy Schweiz GmbH (“ADSE CH”) | % | |||||||
| ads-tec Energy Austria GmbH (“ADSE Austria”) | % | |||||||
8
Accounting policies
| 2. | Accounting policies |
| 2.1 | Basis of preparation |
Applied IFRS
The unaudited interim condensed consolidated financial statements of ADSE for the six months ended June 30, 2026, 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 year ended December 31, 2025 (“last annual financial statements”). 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.
ADSE’s interim financial statements have been prepared on a going concern basis. The reporting periods are the six months ended June 30, 2026 and June 30, 2025. 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.
| 2.2 | Material uncertainty regarding the ability to continue as a going concern |
Management assessed the Company’s ability to continue as a going concern and evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern using all information available about the future, focusing on the twelve-month period after the issuance date of the financial statements. Historically, the Company has funded its operations primarily through capital raises and shareholder loans. Since its inception, the Company has incurred recurring losses and negative cash flows from operations, including net losses of kEUR
For the fiscal years 2024 and 2025, the revenue stream “Charging” mainly includes the production and delivery of ChargeBox (CBX) and ChargePost (CPT). Revenue from the CBX and CPT is recognized once the product is transferred to the customer. In 2025, revenues from this stream declined to
The revenue stream “Service” increased by EUR
Finally, the revenue stream “Commercial and industrial” in fiscal year 2024 and 2025 includes the delivery of a large-scale modular battery storage solution. Revenues in this business line increased in 2025 by kEUR
During the first half of 2026, the Company completed several transactions that enhanced its capital structure. These transactions included the acquisition and partial cancellation of warrants related to convertible notes, the repricing and exercise of certain warrants related to shareholder loans, and the issuance and partial exercise of subscription rights by certain investors. As a result, the Company significantly reduced its warrant exposure and strengthened its equity position.
9
Accounting policies
The Company plans to intensify sales efforts across Europe and the US with new staff and reduce working capital. In addition, the Company will continue to invest in the development, redesign and cost-optimization programs for existing and new products as well as further productivity increases in operations and continue to expand its business model into a full-service provider model, enabling multi-revenue streams including ultra-fast charging, energy trading and advertising. As of the date of this report, the Company has installed 16 CPT units under its Own & Operate model, which have started generating sales from charging and advertising.
As of June 30, 2026, the Company has total available credit lines from shareholders of EUR
The Company is advancing the development of the large-scale battery project to ready-to-build (“RTB”), which we expect to achieve in Q4 2026. Thereafter, the Company intends to seek an equity investor to sell up to
There can be no assurance that the Company will be successful in achieving its operational and strategic plans or that any additional financing will be available in a timely manner or on acceptable terms.
Even though the Company deems a successful business development and an improvement in cash flow generation and operating result to be very likely, the Company has concluded, based on its recurring losses from operations since inception, that there is still substantial doubt about its ability to continue as a going concern, as cash flows generated by its operating activities may deviate significantly from the Company’s forecast and its ability to secure additional financing is uncertain. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
| 2.3 | New accounting standards and interpretations |
ADSE applied all effective standards and interpretations issued by the IASB and the IFRS IC in the preparation of the consolidated financial statements where their application was required for annual periods beginning on or after January 1, 2026. However, none of the new accounting standards had an impact on ADSE, as they were either not relevant to ADSE’s activities or did not require accounting treatment inconsistent with ADSE’s current accounting policies.
New accounting standards and amendments to standards or interpretations effective as of January 1, 2026:
| Standard | Name | Effective date | ||
| IFRS 9 & IFRS 7 | ||||
| IFRS 9 & IFRS 7 |
The standards and amendments to standards and interpretations below have been published by the IASB but are not mandatorily effective for annual periods beginning on or after January 1, 2026. ADSE has therefore not early adopted them.
| Standard | Name | Effective date | ||
| IFRS 18 | ||||
| IFRS 19 |
On April 09, 2024, the IASB published IFRS 18 – Presentation and Disclosure in Financial Statements, which is effective for periods beginning on or after January 1, 2027. ADSE is currently analyzing the expected impact of the initial application of IFRS 18. Other accounting standards issued by the IASB that are not yet applied or that become effective in the future are not expected to have a material impact on the consolidated financial statements.
10
Significant events and transactions
| 3. | Significant events and transactions |
The following significant events and transactions have occurred since December 31, 2025.
Shareholder loans
During the reporting period, the credit facilities under two shareholder loans were increased and the applicable interest rates were amended. Additional drawdowns were made under both facilities. Furthermore, the maturity dates of these two shareholder loans, as well as of an additional shareholder loan, were extended. Please refer to Note 4.2.7.
Repurchase of warrants related to convertible notes
In April 2026, Lucerne Capital Master Fund L.P. acquired the rights and warrants related to the May 1, 2025 financing through convertible notes agreements for cash consideration of kUSD
Exercise of warrants
Following a reduction of the exercise price from USD
As a result, the carrying value of the Company’s warrant liability decreased from kEUR
Please refer to Note 4.2.5.
Issue of Subscription Rights
In May 2026, the Company entered into subscription agreements with certain investors, pursuant to which the Company agreed to issue non-transferable subscription rights to purchase up to an aggregate of
The Company received gross proceeds of kUSD
Please refer to Note 4.2.4.
11
Disclosure on individual items of the consolidated financial statements
| 4. | Disclosure on individual items of the consolidated financial statements |
| 4.1 | Statements of comprehensive income |
| 4.1.1 | Revenue and functional costs from contracts with customers |
Revenue
ADSE develops, produces, and distributes battery storage solutions for different areas of application (“multi-use-case”). The product portfolio encompasses the field of “Charging”, which provides charging solutions for the expansion of e-mobility infrastructure at power-limited network points; the field of ‘Battery Energy Storage Systems’ (‘BESS’), which covers commercial, industrial and infrastructure applications; and the field of ‘Own & Operate’ (‘O&O’), which includes charging, energy trading and other energy-related services. Additionally, ADSE provides its customers with software solutions for intelligent control and monitoring of battery storage solutions. Service revenues include service contracts available for separate purchase or maintenance services. Other revenues relate to miscellaneous income generated in connection with the different revenue streams.
In the first half of the year 2026,
| Revenue by revenue streams | For the six months ended June 30, | |||||||
| kEUR | 2026 | 2025 | ||||||
| Service | ||||||||
| Charging | ||||||||
| Own & Operate | ||||||||
| Battery Energy Storage System | ||||||||
| Other | ||||||||
| Total | ||||||||
12
Disclosure on individual items of the consolidated financial statements
Cost of goods sold
| For the six months ended June 30, | ||||||||
| kEUR | 2026 | 2025 | ||||||
| Personnel expenses | ||||||||
| Cost of materials | ||||||||
| Depreciation and amortization | ||||||||
| Other expenses | ||||||||
| Total | ||||||||
Selling, general and administrative expenses
| For the six months ended June 30, | ||||||||
| kEUR | 2026 | 2025 | ||||||
| Personnel expenses | ||||||||
| Legal and consulting fees | ||||||||
| Administration fee | ||||||||
| Insurance expenses | ||||||||
| Marketing costs | ||||||||
| Depreciation and amortization | ||||||||
| Other expenses | ||||||||
| Total | ||||||||
Other expenses primarily consist of expenses for general warranties, travel costs, IT and logistics costs.
13
Disclosure on individual items of the consolidated financial statements
| 4.1.2 | Finance result |
The finance income and expenses recognized in profit or loss are as follows:
| For the six months ended June 30, | ||||||||
| kEUR | 2026 | 2025 | ||||||
| Finance income from remeasurement of warrant liabilities | ||||||||
| Foreign currency gains | ||||||||
| Income from other interest and similar income | ||||||||
| Finance income | ||||||||
| Finance expense from remeasurement of warrant liabilities | - | - | ||||||
| Interest expense from shareholder loans | - | - | ||||||
| Interest expense from convertible note | - | |||||||
| Foreign currency losses | - | - | ||||||
| Interest expense from leasing | - | - | ||||||
| Interest expense from guarantee commissions | - | |||||||
| Other interest expense | ||||||||
| Finance expenses | - | - | ||||||
| Net finance result | - | |||||||
Finance income from remeasurement of warrant liabilities in the first half of 2026 in the amount of kEUR
In the first half of 2026, finance expense from remeasurement of warrant liabilities in the amount of kEUR
In 2026, interest expenses from shareholder loans amounted to kEUR
14
Disclosure on individual items of the consolidated financial statements
| 4.2 | Statements of financial position |
| 4.2.1 | Other investments and other assets |
Other investments and other assets include the following:
| kEUR | June 30, 2026 | Dec. 31, 2025 | ||||||
| Other investments | ||||||||
| Other assets | ||||||||
| Total | ||||||||
Other investments include the interests in SKM Speicherkraftwerk Markgröningen GmbH & Co. KG (SKM KG) and in SKM Markgröningen Verwaltungs-GmbH (SKM VW) with a carrying amount of kEUR
Other investments also include a
Other assets include a deposit for a rental building amounting to kEUR
| 4.2.2 | Inventories |
Inventories include the following:
| kEUR | Jun. 30, 2026 | Dec. 31, 2025 | ||||||
| Finished goods | ||||||||
| Work in progress | ||||||||
| Raw materials | ||||||||
| Total | ||||||||
| kEUR | Jun. 30, 2026 | Dec. 31, 2025 | ||||||
| Write-downs finished goods | - | - | ||||||
| Write-downs work in progress | - | - | ||||||
| Write-downs raw materials | - | - | ||||||
| Total | - | - | ||||||
During the first half of 2026, ADSE recognized write-downs of inventories in an amount of kEUR
15
Disclosure on individual items of the consolidated financial statements
| 4.2.3 | Other accrued items |
As of December 31, 2025, other accrued items included lender warrants for which the exercise conditions had not been met, as the related shareholder loans had not been drawn down. The lender warrants were initially recognized at their fair value on the grant date, adjusted for a 5% probability of drawdown of the related shareholder loans based on management’s assessment and ADSE’s projected cash flow requirements.
Following the restructuring of ADSE’s shareholder loans (please also refer to Note 4.2.7), management has concluded that these shareholder loans are no longer expected to be drawn down in the future. Consequently, other accrued items relating to the lender warrants were derecognized.
| 4.2.4 | Equity |
The changes in the various components of equity are shown in ADSE’s statements of changes in equity for the past two half-year periods.
The issued and outstanding shares as of June 30, 2026, and as of June 30, 2025, are shown in the table below.
| in k units | 2026 | 2025 | ||||||
| Outstanding as of Jan. 01 | ||||||||
| Exercise of warrants | ||||||||
| Exercise of options | ||||||||
| Share based compensation | ||||||||
| Conversion from convertible note | ||||||||
| Share subscription | ||||||||
| Outstanding as of Jun. 30 | ||||||||
| Treasury shares | ||||||||
| Issued and outstanding as of Jun. 30 | ||||||||
In the first half of financial year 2025, the exercise of public, private and shareholder warrants increased the number of outstanding shares by
In the first half of financial year 2026,
On May 8, 2026, and May 28, 2026, the Company granted non-transferable subscription rights to certain investors to purchase up to an aggregate of
Based on management’s judgment, the transaction qualifies as an equity transaction with owners acting in their capacity as owners and therefore falls within the scope of IAS 1.109. In accordance with IAS 1.109, transactions with owners in their capacity as owners are recognized directly in equity and do not affect profit or loss. Consequently, the fair value of the subscription rights at the grant date, amounting to kEUR
Upon the exercise of the subscription rights, the Company received gross cash proceeds of kEUR
16
Disclosure on individual items of the consolidated financial statements
| 4.2.5 | Warrant liabilities |
As of the reporting date, warrant liabilities include the following:
| kEUR | No. of warrants issued | Jun. 30, 2026 | ||||||
| Public warrants | ||||||||
| Private warrants | ||||||||
| Warrants relating to shareholder loans | ||||||||
| Total | ||||||||
As of December 31, 2025, warrant liabilities included the following:
| kEUR | No. of warrants issued | Dec. 31, 2025 | ||||||
| Public warrants | ||||||||
| Private warrants | ||||||||
| Warrants relating to shareholder loans | ||||||||
| Warrants relating to Convertible Note | ||||||||
| Total | ||||||||
Public and private warrants
As of June 30, 2026, the fair value of public and private warrant liabilities amounts to kEUR
Warrants relating to shareholder loans
On April 9, 2026, the Company issued a Warrant Adjustment Notice to The Lucerne Capital Master Fund, L.P. and The Lucerne Capital Special Opportunity Fund, Ltd. (together, “Lucerne”), reducing the exercise price of the amended and restated warrants dated August 26, 2024 (the “Lucerne Warrants”) from $
Warrants relating to convertible note
Lucerne Master Fund acquired from Alto Opportunity Master Fund SPC – Master Segregated Portfolio B (“Ayrton”), AEMF SPV LLC and AIMF SPV LLC (together, “Anson”) all of their respective rights under that certain Securities Purchase Agreement, dated May 1, 2025, by and among the Company, Ayrton and Anson (the “Ayrton/Anson SPA”), together with the warrants issued thereunder (the “Ayrton/Anson Warrants”), pursuant to (i) a Warrant Purchase Agreement between Lucerne Master Fund and Ayrton dated April 6, 2026, and (ii) Securities Purchase Agreements between Lucerne Master Fund and each of AEMF SPV LLC and AIMF SPV LLC, each dated April 2, 2026, for aggregate cash consideration of kUSD
17
Disclosure on individual items of the consolidated financial statements
Subsequently, the Company and Lucerne Master Fund entered into a cancellation agreement, pursuant to which Lucerne Master Fund has agreed that rights under the Ayrton/Anson SPA and the Ayrton/Anson Warrants previously acquired by Lucerne Master Fund will be cancelled in consideration of a total cash payment by the Company to Lucerne Master Fund in an amount of kUSD
| 4.2.6 | Trade and other payables |
Trade and other payables include the following:
| kEUR | June 30, 2026 | Dec. 31, 2025 | ||||||
| Trade payables | ||||||||
| Sales tax liabilities | ||||||||
| Accrued expenses | ||||||||
| Trade payables due to related parties | ||||||||
| Other payables non-financial | ||||||||
| Other payables financial | ||||||||
| Total | ||||||||
Trade payables mainly consist of trade accounts payable and accruals for outstanding invoices.
Accrued expenses mainly relate to employee benefit accruals.
Other payables financial includes the remaining obligation of kUSD
| 4.2.7 | Loans and borrowings |
As of June 30, 2026, loans and borrowings include shareholder loans with a book value of kEUR
In the first half of 2026, various tranches of one shareholder loan were combined into one tranche with an aggregate amount of kUSD
Furthermore, another shareholder loan was extended from March 31, 2026, to July 31, 2026. As of June 30, 2026, the nominal amount drawn under this shareholder loan amounted to kUSD
On February 25, 2026, another tranche of shareholder loans was amended, increasing the nominal amount from kEUR
18
Disclosure on individual items of the consolidated financial statements
| 4.2.8 | Financial instruments |
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.
| kEUR | Classification | Fair value hierarchy | Carrying amount Jun. 30, 2026 | Fair value Jun. 30, 2026 | Carrying amount Dec. 31, 2025 | Fair value Dec. 31, 2025 | ||||||||||||||
| Financial assets | ||||||||||||||||||||
| Cash and cash equivalents | n/a | |||||||||||||||||||
| Trade receivables (current) | n/a | |||||||||||||||||||
| Other investments (non-current) | n/a | |||||||||||||||||||
| Other financial receivables (current) | n/a | |||||||||||||||||||
| Other financial receivables (non-current) | n/a | |||||||||||||||||||
| Total | ||||||||||||||||||||
19
Disclosure on individual items of the consolidated financial statements
| kEUR | Classification | Fair value hierarchy | Carrying amount Jun. 30, 2026 | Fair value Jun. 30, 2026 | Carrying amount Dec. 31, 2025 | Fair value Dec. 31, 2025 | ||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Warrant liabilities - private | 3 | |||||||||||||||||||
| Warrant liabilities - public | 1 | |||||||||||||||||||
| Warrant liabilities - Shareholder loan | 3 | |||||||||||||||||||
| Warrant liabilities - Convertible Notes | 3 | |||||||||||||||||||
| Loans and borrowings (current) | n/a | |||||||||||||||||||
| Trade payables (current) | n/a | |||||||||||||||||||
| Trade payables due to related parties (current) | n/a | |||||||||||||||||||
| Lease liabilities (non-current) | n/a | |||||||||||||||||||
| Lease liabilities (current) | n/a | |||||||||||||||||||
| Other payables financial (current) | n/a | |||||||||||||||||||
| Total | ||||||||||||||||||||
The significant decrease in financial liabilities resulted from the exercise of warrants, the remaining obligation arising from the repurchase of warrants related to the convertible note (refer to Note 4.2.5), and the adjusted drawdown probability for shareholder loans (refer to Note 4.2.3).
20
Seasonal business
| 5. | Seasonal business |
The business performance of ADSE is not subject to regular seasonal or cyclical fluctuations that affect the unaudited interim condensed financial statements. Thus, the results of the six-month period ended June 30, 2026, may not be indicative of the full year.
| 6. | Segment reporting |
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 regions of ADSE’s business activities. Therefore, ADSE manages its operations based on
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, taxes, depreciation and amortization (EBITDA).
| Jun. 30, 2026 | ||||||||||||||||||||
| kEUR | Europe | North America | Total reportable segments | Eliminations | Total Group | |||||||||||||||
| External revenues | ||||||||||||||||||||
| Inter-segment revenues | - | |||||||||||||||||||
| Total revenue | - | |||||||||||||||||||
| Earnings before interest taxation depreciation and amortization (EBITDA) | - | - | - | - | ||||||||||||||||
| Depreciation and amortization | - | - | - | - | ||||||||||||||||
| Operating result (EBIT) | - | - | - | - | ||||||||||||||||
| Financial income | - | |||||||||||||||||||
| Financial costs | - | - | - | - | ||||||||||||||||
| Financial result | - | - | - | - | ||||||||||||||||
| Profit before tax | - | - | - | - | ||||||||||||||||
| Income tax expenses | ||||||||||||||||||||
| Profit for the year | - | - | - | - | ||||||||||||||||
21
Segment reporting
| Jun. 30, 2025 | ||||||||||||||||||||
| kEUR | Europe | North America | Total reportable segments | Eliminations | Total Group | |||||||||||||||
| External revenues | ||||||||||||||||||||
| Inter-segment revenues | - | |||||||||||||||||||
| Total revenue | - | |||||||||||||||||||
| Earnings before interest taxation depreciation and amortization (EBITDA) | - | - | - | - | ||||||||||||||||
| Depreciation and amortization | - | - | - | - | ||||||||||||||||
| Operating result (EBIT) | - | - | - | - | ||||||||||||||||
| Financial income | - | |||||||||||||||||||
| Financial costs | - | - | - | - | ||||||||||||||||
| Financial result | - | |||||||||||||||||||
| Profit / Loss before tax | - | - | - | |||||||||||||||||
| Income tax expenses | - | |||||||||||||||||||
| Profit / Loss for the year | - | - | - | |||||||||||||||||
Total non-current assets of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | |||||||||
| Europe | ||||||||||||
| North America | - | |||||||||||
| Eliminations | - | - | - | |||||||||
| Total non-current assets | ||||||||||||
Total current assets of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | |||||||||
| Europe | ||||||||||||
| North America | ||||||||||||
| Eliminations | - | - | - | |||||||||
| Total current assets | ||||||||||||
Total liabilities of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | |||||||||
| Europe | ||||||||||||
| North America | ||||||||||||
| Eliminations | - | - | - | |||||||||
| Total liabilities | ||||||||||||
22
Related party transactions
Total revenues of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2026 | Jun. 30, 2025 | Jun. 30, 2024 | |||||||||
| Europe | ||||||||||||
| North America | ||||||||||||
| Eliminations | - | - | - | |||||||||
| Total revenues | ||||||||||||
Revenues from two major customers of ADSE amounted to kEUR
| 7. | Related party transactions |
Related parties are natural persons or companies that can be influenced by the reporting entity, that can exert an influence on the reporting entity or that are under the influence of another related party of the reporting entity. Transactions between related parties mainly include loans, leases, and management services.
Relationships with related parties have changed since December 31, 2025, due to the acquisition of an investment in Speicheranlagenbetreibergesellschaft mbH (see Note 4.2.1). Furthermore, the Company issued new shares upon the exercise of warrants (see Note 4.2.5) and subscription rights (see Note 4.2.4) to existing shareholders. The Company intends to use the proceeds from the issue of these shares for general corporate purposes, which may include working capital, capital expenditure, and other business investments. With regard to the development of shareholder loans, please refer to Note 4.2.7.
Other than this, there have been no significant changes in related-party relationships. All business transactions, receivables and liabilities with related parties existing at the reporting date result from ordinary business activities and are conducted at arm’s length.
23
Authorization of the financial statements
| 8. | Authorization of the financial statements |
The board of directors of ADSE Holdco authorized the consolidated financial statements on September 21, 2026.
| Nürtingen | ||
| September 21, 2026 | ||
| Thomas Speidel | Torsten Klee | |
| Chief Executive Officer | Chief Financial Officer |
24
Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Six months ended June 30, 2026
This operating and financial review should be read together with the unaudited interim condensed consolidated financial statements of ADS-TEC Energy PLC (the “Company”) and its consolidated subsidiaries (collectively, “ADSE”), and the related notes for the six months ended June 30, 2026, as well as the audited consolidated financial statements for the year ended December 31, 2025. The interim financial statements were prepared in accordance with IAS 34, Interim Financial Reporting, and should be read in conjunction with the last annual financial statements. This discussion contains forward-looking statements involving risks and uncertainties, and actual results may differ materially from those anticipated.
Overview
ADSE develops, produces and markets battery-buffered electric vehicle charging systems, battery energy storage systems, software and cloud-based services. Its offering includes charging hardware, service and maintenance solutions, intelligent control and monitoring, and commercial and industrial battery storage applications.
ADSE generates revenue primarily through the sale of energy storage and charging products, related services, and subscriptions to the Big-LinX platform. With its monitoring and control capabilities, Big-LinX enables proactive system management, rapid service response, and supports parts and performance warranties. ADSE serves two core markets: battery energy storage systems for commercial and industrial customers, and battery-buffered high-power charging infrastructure. Additionally, ADSE has developed a new business model “Own & Operate”, under which it acts as a charge point operator, operating its own charging infrastructure at selected locations across Germany. This model combines charging, energy trading, advertising and other energy-related services.
Since its founding in 2008, ads-tec Energy GmbH, ADSE’s principal operating subsidiary, has been dedicated to the development, production, and commercialization of battery-buffered energy solutions, subscription-based services, and related products. Throughout its history, ADSE has incurred operating losses and negative cash flows from operating activities while supporting its growth and business development initiatives. ADSE has funded its operations primarily through capital contributions, shareholder loans and customer payments.
Key Factors Affecting Operating Results
Battery-Buffered EV Charging Systems
EV Adoption
Demand for ADSE charging solutions depends on EV adoption, customer rollout schedules, access to charging sites and grid capacity, and customers’ financing and purchasing decisions. Revenue associated with the sale of ADSE’s charging solutions declined substantially in the first half of 2026 as the Company continued its strategic transition and addressed customers purchasing smaller unit packages over longer deployment periods.
Customer Concentration
ADSE’s revenue has historically been concentrated among a limited number of customers. Customer concentration decreased over the past years, with revenue from two major customers amounting to EUR 1.1 million and EUR 0.9 million, respectively, compared with EUR 6.6 million and EUR 1.3 million, respectively, in the prior-year period. Customer concentration may, however, fluctuate and could increase in future periods.
Production Planning and Inventory Management
ADSE’s operating results may be affected by inventory levels and the valuation of inventories. Inventories decreased from EUR 51.0 million as of December 31, 2025 to EUR 48.8 million as of June 30, 2026, and no additional inventory write-downs were recognized in the first half of 2026. ADSE continues to focus on reducing existing inventory levels and aligning production with realized customer demand.
Battery Energy Storage Systems
ADSE’s battery storage business is closely linked to the transition toward renewable and CO₂-neutral energy systems. While ADSE’s focus in 2025 was on battery-buffered EV charging solutions, it expanded its energy storage portfolio with two new systems. Initial customer projects have validated the benefits of these solutions and support future market expansion. However, continued growth depends on the development of the battery storage market, customer adoption, regulatory conditions, energy prices, and broader macroeconomic factors.
The Company is developing a large-scale battery storage project in Baden-Württemberg, Germany, with a planned capacity of approximately 1 GW and an initial storage volume of approximately 4 GWh (the “SKM Project”). The project is intended to be deployed as a utility-scale battery energy storage system.
It is designed as an integrated energy system, combining large-scale battery storage with photovoltaic generation. This co-location enhances economic performance by enabling optimized energy sourcing (e.g., charging from on-site solar) and improved revenue stacking across multiple markets, and also reflects a broader strategic shift toward hybrid energy infrastructure, where storage is tightly coupled with renewable generation.
The SKM Project is structured to operate as a long-term infrastructure asset and is intended to support multiple applications, including participation in energy trading, ancillary services and capacity markets, subject to applicable market conditions and regulatory frameworks. In this context, it is expected to contribute to the Company’s broader objective of expanding recurring and infrastructure-related revenue streams.
The SKM Project is currently in the development phase. To date, the Company has secured key elements required for project development, including site selection and long-term land access through contractual arrangements. In addition, the Company has progressed the grid connection process and has obtained grid connection capacity reservation, subject to the finalization of the grid connection agreement. The Company has also made progress in the permitting process, including the preparation and submission of required documentation and engagement with relevant authorities.
The project remains subject to the completion of the construction permitting process and the receipt of final regulatory approvals. In parallel, the Company is advancing technical planning and has already secured suppliers for electrical components, as well as initiated discussions with engineering and construction partners, in preparation for the potential construction phase.
Recently, the Company began seeking an equity investor to acquire up to 51% of the large-scale battery project. The level of investor interest and the progress of preliminary discussions support the Company’s expectation that the project will achieve the ready-to-build (RTB) milestone in Q4 2026 and will further progress towards commercial-operation-date (COD) thereafter.
Financing and Capital Structure
During the period, ADSE increased and extended shareholder loan facilities, repriced and exercised certain warrants, issued subscription rights, and partially repurchased warrants related to convertible notes. These transactions strengthened equity and reduced warrant liabilities, but operating cash flow remained negative.
Components of Results of Operations
Revenue
Revenue comprises Service, Charging, Own & Operate, Battery Energy Storage Systems and Other. Revenue is recognized based on the nature of the relevant customer contract, including point-in-time recognition for transferred products and over-time recognition where applicable.
Cost of Sales
Cost of sales includes materials, production personnel, depreciation and amortization, field service, support and other production-related expenses.
Gross Profit and Gross Margin
Gross profit is revenue less cost of sales and gross margin is gross profit as a percentage of revenue. ADSE offers a range of products that vary widely in price and associated margin. Accordingly, ADSE’s gross profit and gross margin vary from period to period due to revenue levels, product mix, new product introductions and ADSE’s efforts to optimize its operations and supply chain.
Research and Development Expenses
Research and development expenses mainly comprise personnel and other costs related to product development, improvement, testing and product management.
2
Selling, General and Administrative Expenses
SG&A expenses include personnel expenses, legal and consulting fees, administration fees, insurance expenses, marketing costs, depreciation and amortization, and other administrative expenses.
Finance Result
The finance result comprises finance income and finance expenses, including gains and losses arising from the remeasurement of warrant liabilities, foreign currency gains and losses, and interest expense on financing arrangements, including shareholder loans.
Results of Operations
Comparison of the Six Months Ended June 30, 2026 and 2025
| in kEUR | H1 2026 | H1 2025 | Change | Change (%) | ||||||||||||
| Revenue | 7,352 | 14,614 | -7,262 | -50 | % | |||||||||||
| Cost of sales | -14,198 | -21,277 | 7,079 | 33 | % | |||||||||||
| Gross profit (loss) | -6,846 | -6,663 | -183 | -3 | % | |||||||||||
| Research and development expenses | -4,233 | -4,472 | 239 | 5 | % | |||||||||||
| Selling and general administrative expenses | -15,187 | -18,624 | 3,437 | 18 | % | |||||||||||
| Impairment gains (losses) on trade receivables, contract assets, and other investments | -160 | 43 | -203 | -472 | % | |||||||||||
| Other income | 305 | 250 | 55 | 22 | % | |||||||||||
| Other expenses | -131 | -550 | 419 | 76 | % | |||||||||||
| Operating result | -26,253 | -30,016 | 3,763 | 13 | % | |||||||||||
| Finance income | 16,751 | 38,743 | -21,992 | -57 | % | |||||||||||
| Finance expenses | -32,764 | -23,613 | -9,151 | -39 | % | |||||||||||
| Net finance result | -16,012 | 15,130 | -31,142 | -206 | % | |||||||||||
| Result before tax | -42,265 | -14,886 | -27,379 | -184 | % | |||||||||||
| Income tax benefits (expenses) | 240 | 120 | 120 | 100 | % | |||||||||||
| Result for the period | -42,025 | -14,766 | -27,259 | -185 | % | |||||||||||
| Other comprehensive income (loss) | -472 | -115 | -357 | -310 | % | |||||||||||
| Total comprehensive income (loss) for the period | -42,497 | -14,882 | -27,615 | -186 | % | |||||||||||
Revenue by Revenue Stream
| in kEUR | H1 2026 | H1 2025 | Change | Change (%) | ||||||||||||
| Service | 4,541 | 4,623 | -82 | -2 | % | |||||||||||
| Charging | 2,383 | 9,804 | -7,421 | -76 | % | |||||||||||
| Own & Operate | 132 | 0 | 132 | n/m | ||||||||||||
| Battery Energy Storage System | 73 | 103 | -30 | -29 | % | |||||||||||
| Other | 223 | 85 | 138 | 162 | % | |||||||||||
| Total | 7,352 | 14,614 | -7,262 | -50 | % | |||||||||||
Revenue by Geography
| in kEUR | H1 2026 | H1 2025 | Change | Change (%) | ||||||||||||
| Europe | 7,004 | 13,790 | -6,786 | -49 | % | |||||||||||
| North America | 348 | 825 | -477 | -58 | % | |||||||||||
| Total | 7,352 | 14,614 | -7,262 | -50 | % | |||||||||||
3
Total revenue decreased by EUR 7.3 million, or approximately 50%, to EUR 7.4 million from EUR 14.6 million in the prior-year period, principally due to the decrease in Charging revenue.
The revenue stream “Charging” primarily includes the production and delivery of ChargeBox (CBX) and ChargePost (CPT). Revenue from CBX and CPT is recognized once the product is transferred to the customer. Charging revenue decreased by EUR 7.4 million, or approximately 76%, to EUR 2.4 million. The decrease primarily reflected lower demand from customers driven primarily by weaker momentum in the electric vehicle market, which has resulted in lower demand for charging infrastructure, as well as the ongoing challenging macroeconomic conditions. Charging revenues are expected to increase during the second half of 2026.
Service revenue is recognized in the period during which the services are rendered. Service revenue remained broadly stable at EUR 4.5 million. It represented approximately 61.8% of total revenue in the first half of 2026 and was ADSE’s largest revenue stream during the period.
The Own & Operate business model is capital intensive and, due to limited funding available to date, its expansion has progressed more slowly than originally planned. In the reporting period, the Own & Operate business generated initial revenue of EUR 0.1 million.
Revenue from Battery Energy Storage System (BESS or C&I) decreased by EUR 30 thousand, or approximately 29%, to EUR 73 thousand in the six months ended June 30, 2026. Revenue remained limited because projects typically require six to nine months to progress from contract award to revenue recognition. As a result, orders secured in 2025 are expected to contribute primarily to revenues in the second half of 2026. Although order intake was relatively weak in the first half of 2026, it began to improve during the third quarter and is expected to continue gaining momentum through year-end.
On a geographic basis, external revenue in Europe decreased by EUR 6.8 million, or approximately 49%, to EUR 7.0 million, primarily reflecting lower Charging revenue. External revenue in North America decreased by EUR 0.5 million, or approximately 58%, to EUR 0.3 million, reflecting lower Charging revenue as ADSE continued to prioritize its strategic transition over near-term sales growth in the region.
Cost of Sales
Cost of sales decreased by EUR 7.1 million, or 33%, to EUR 14.2 million, primarily reflecting lower material costs due to lower sales volumes. This decrease was partly offset by increases of EUR 0.4 million in depreciation and amortization and EUR 0.7 million in other expenses, while personnel expenses remained broadly stable. No new inventory write-downs were recognized in the period.
Gross Profit
Gross loss increased by EUR 0.2 million to EUR 6.8 million, and gross margin decreased to negative 93.1% from negative 45.6%. The deterioration in gross margin reflected the significant decrease in revenue, while cost of sales decreased by only 33%, as personnel expenses remained broadly stable and depreciation and amortization increased.
Research and Development
Research and development expenses decreased by EUR 0.2 million, or 5%, to EUR 4.2 million.
Selling, General and Administrative
SG&A expenses decreased by EUR 3.4 million, or 18%, to EUR 15.2 million, primarily due to lower legal and consulting fees, which decreased from EUR 5.0 million to EUR 2.5 million.
Other Income and Other Expenses
Other income increased by EUR 0.1 million to EUR 0.3 million, while other expenses decreased by EUR 0.4 million to EUR 0.1 million.
Net Finance Result
The net finance result decreased by EUR 31.1 million, shifting from net finance income of EUR 15.1 million in the prior-year period to net finance expense of EUR 16.0 million in the first half of 2026. Finance income decreased by EUR 22.0 million, primarily due to a decrease in income from the remeasurement of warrant liabilities from EUR 24.9 million to EUR 13.8 million and a decrease in foreign currency gains from EUR 13.8 million to EUR 3.0 million. Remeasurement income in the first half of 2026 resulted from the decline in ADSE’s share price, while foreign currency gains arose primarily from the valuation of warrant liabilities denominated in U.S. dollars.
4
Finance expenses increased by EUR 9.2 million, primarily due to an increase in expenses from the remeasurement of warrant liabilities from EUR 0.1 million to EUR 28.9 million. The remeasurement expenses in the first half of 2026 related to public and private warrant liabilities, warrant liabilities associated with shareholder loans and warrant liabilities associated with capital increases. This increase was partially offset by a decrease in interest expense on shareholder loans from EUR 19.3 million to EUR 0.8 million and the absence of interest expense on the convertible note, compared with EUR 1.6 million in the prior-year period.
Income Taxes
Income tax benefits were EUR 0.2 million, compared with EUR 0.1 million in the prior-year period.
Liquidity and Capital Resources
Sources of Liquidity and Going Concern
ADSE has historically funded its operations through capital raises, shareholder loans, proceeds from its operations and customer payments. As of June 30, 2026, cash and cash equivalents were EUR 4.6 million, compared with EUR 7.0 million as of December 31, 2025. Current loans and borrowings were EUR 15.9 million, compared to EUR 5.0 million as of December 31, 2025.
In the first half of 2026, ADSE received proceeds of EUR 10.2 million from shareholder loans, EUR 7.9 million from the issuance of shares and EUR 4.8 million from the exercise of warrants. These inflows were partially offset by EUR 4.2 million paid to repurchase warrants and EUR 0.7 million of lease repayments, resulting in net cash provided by financing activities of EUR 18.0 million.
As of June 30, 2026, total available shareholder credit lines were EUR 56.4 million, of which EUR 41.1 million was undrawn. Certain shareholder loan maturities were extended to July 31, 2027, while another shareholder loan was extended to July 31, 2026. Management’s business plan assumes additional drawings of EUR 30.0 million under these facilities and forecasts that ADSE will remain cash positive throughout the twelve months following issuance of the Interim Financial Statements.
In addition, ADSE is advancing the development of its large-scale battery project toward the RTB milestone, which it currently expects to achieve in Q4 2026. In connection with financing the project’s further development, ADSE has begun seeking an equity investor to acquire an interest of up to 51% in the project and is in discussions with multiple potential investors.
However, recurring losses, negative operating cash flows and uncertainty regarding forecast execution and the availability of additional financing continue to raise substantial doubt about the Company’s ability to continue as a going concern.
Debt Profile and Financing Developments
| in kEUR | Jun. 30, 2026 | Dec. 31, 2025 | ||||||
| Loans and borrowings, current | 15,880 | 5,010 | ||||||
| Warrant liabilities, current | 5,688 | 43,550 | ||||||
| Warrant liabilities, non-current | 5,708 | 11,259 | ||||||
| Lease liabilities, total | 2,620 | 3,188 | ||||||
During the first half of 2026, shareholder loan facilities were increased, interest rates were amended, additional drawings were made and maturities were extended. ADSE received EUR 10.2 million of proceeds from shareholder loans, and current loans and borrowings increased to EUR 15.9 million as of June 30, 2026, from EUR 5.0 million as of December 31, 2025. Certain shareholder loan maturities were extended to July 31, 2027, while another shareholder loan was extended to July 31, 2026.
Certain warrants related to shareholder loans were repriced from USD 6.20 to USD 1.00 and exercised, generating proceeds and new Ordinary Shares. A total of 5,172,045 such warrants were exercised, generating proceeds of USD 5.2 million and resulting in the issuance of 5,172,045 Ordinary Shares. In addition, 40,859 public warrants were exercised, generating proceeds of USD 0.5 million. Total proceeds from warrant exercises were EUR 4.8 million.
Subscription rights were exercised for 9.3 million Ordinary Shares, generating gross proceeds of EUR 7.9 million. As of June 30, 2026, subscription rights to purchase a further 2.0 million Ordinary Shares remained outstanding and exercisable until December 31, 2029.
ADSE also made a partial payment of EUR 4.2 million in connection with the repurchase and cancellation of warrants related to the 2025 convertible-note financing. The payment resulted in the cancellation of 742,924 warrants. As of June 30, 2026, 1,084,360 warrants remained outstanding and the remaining payment obligation was USD 7.6 million, or EUR 6.5 million, which was recognized in trade and other payables. Following the warrant exercises, cancellations and remeasurements, total warrant liabilities decreased to EUR 11.4 million as of June 30, 2026, from EUR 54.8 million as of December 31, 2025.
5
Cash Flow Summary
| in kEUR | H1 2026 | H1 2025 | Change | |||||||||
| Cash flow from operating activities | -18,657 | -30,196 | 11,539 | |||||||||
| Cash flow from investing activities | -1,781 | -1,014 | -767 | |||||||||
| Cash flow from financing activities | 17,955 | 46,384 | -28,429 | |||||||||
| Net decrease / increase in cash and cash equivalents | -2,483 | 15,174 | -17,657 | |||||||||
| Cash and cash equivalents at end of period | 4,589 | 37,869 | -33,280 | |||||||||
Operating Activities
Net cash used in operating activities improved by EUR 11.5 million to a net cash outflow of EUR 18.7 million. The improvement primarily reflected a smaller negative cash-flow effect from changes in trade payables, which decreased to EUR 5.7 million from EUR 18.7 million, and a larger positive cash-flow effect from changes in contract liabilities, which increased to EUR 4.1 million from EUR 0.8 million. These effects were partially offset by smaller cash-flow benefits from reductions in trade receivables and inventories.
Investing Activities
Net cash used in investing activities increased by EUR 0.8 million to EUR 1.8 million. Cash outflows included EUR 0.9 million for property, plant and equipment and EUR 0.9 million for investments in other entities.
Financing Activities
Net cash provided by financing activities was EUR 18.0 million, compared with EUR 46.4 million in the prior-year period. Inflows included EUR 10.2 million from shareholder loans, EUR 7.9 million from share issuances and EUR 4.8 million from warrant exercises. Outflows comprised EUR 4.2 million for warrant repurchases, EUR 0.7 million of lease repayments and EUR 0.1 million of interest paid.
The decrease in net cash provided by financing activities primarily reflected the absence of EUR 40.9 million of proceeds from the issuance of convertible notes and warrants received in the prior-year period and a decrease in proceeds from warrant exercises to EUR 4.8 million from EUR 22.2 million. These effects were partially offset by EUR 10.2 million of proceeds from shareholder loans in the first half of 2026 and the absence of the EUR 14.4 million of shareholder-loan repayments made in the prior-year period.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements as defined in Item 303 of Regulation S-K as of June 30, 2026.
Research and Development, Patents and Licenses, etc.
ADSE’s accounting for research and development costs follows IAS 38. Research costs are expensed as incurred, while qualifying development costs are capitalized after the relevant recognition criteria are met and amortized when the asset is ready for use. ADSE recognized research and development expenses of EUR 4.2 million in the first half of 2026, compared with EUR 4.5 million in the prior-year period.
Trend Information
The first half of 2026 was characterized by lower Charging revenue, a stable Service contribution, initial Own & Operate revenue, continued negative operating cash flow and significant capital-structure transactions. ADSE plans to intensify sales in Europe and the United States, reduce working capital, continue cost-optimization and product-development programs, and expand its full-service model. The Company is also advancing large-scale battery projects and evaluating potential equity and debt financing alternatives.
Critical Accounting Estimates
ADSE prepares its consolidated financial statements in accordance with IFRS as issued by the IASB. Critical estimates and judgments relevant to the interim period include the going-concern assessment, valuation of warrant liabilities, recoverability and valuation of inventories, revenue recognition, provisions, and classification and measurement of financing and equity transactions. The interim financial statements should be read together with the material accounting policies and accounting estimates disclosed in the 2025 annual financial statements.
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