Ads-Tec Energy Public Ltd Co 6-K, filed Mar 14, 2024
Ads-Tec Energy Public Ltd Co (ADSE)
About this 6-K
Ads-Tec Energy Public Ltd Co filed this 6-K on March 14, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission file number: 001-41188
ADS-TEC Energy Public Limited Company
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
(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 ☐
CONTENTS
Appointment of Andreas Fabritius
On February 1, 2024, the board of directors (the “Board”) of ads-tec Energy PLC (the “Company”) appointed Dr. Andreas Fabritius as a new Class II member of the Board, effective immediately. Dr. Fabritius will also serve as a member of the Audit Committee of the Board beginning in late April.
Dr. Fabritius has served as a Partner at Freshfields Bruckhaus Deringer (“Freshfields”), a leading global law firm, for the past three decades, where he specializes in public and private M&A as well as general corporate law. His clients include German and international companies, banks, financial investors, and government agencies. He studied law and economics in Bonn and Speyer in Germany, at the University of Michigan Law School in the US, and at the European Institute in Italy. In addition to his role at Freshfields, Dr. Fabritius serves as British Honorary Consul in Frankfurt am Main.
There are no arrangements or understandings between Dr. Fabritius and any other person pursuant to which Dr. Fabritius was appointed as a director of the Company. In addition, there is no family relationship between Dr. Fabritius and any director or executive officer of the Company. The Board deems Dr. Fabritius an “independent director” as defined by Nasdaq Rule 5605(a)(2).
Additionally, the Company issued a press release announcing Dr. Fabritius’ appointment to the Board. A copy of that press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Incorporation by Reference
The information furnished in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-262281) and Form S-8 (File No. 333-263153).
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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 11, 2023 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.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 14, 2024 |
1
SIGNATURE
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, hereunto duly authorized.
| Date: March 14, 2024 | ADS-TEC ENERGY PLC | ||
| By: | /s/ Wolfgang Breme | ||
| Name: | Wolfgang Breme | ||
| Title: | Chief Financial Officer | ||
2
Exhibit 99.1
ADS-TEC Energy Announces New Board Appointment
NÜRTINGEN, Germany –March 14, 2024– ADS-TEC Energy plc (“ADS-TEC Energy”, “Company”, “we”, “our” or “us”) (NASDAQ: ADSE), a global leader in battery-buffered, ultra-fast charging technology, is very pleased to announce the appointment of Dr. Andreas Fabritius to its Board of Directors.
Dr. Fabritius has served as a Partner at Freshfields Bruckhaus Deringer, a leading global law firm, for the past three decades, where he specializes in public and private M&A as well as general corporate law. His clients include German and international companies, banks, financial investors, and government agencies. He studied law and economics in Bonn and Speyer in Germany, at the University of Michigan Law School in the US, and at the European Institute in Italy. In addition to his role at Freshfields, Dr. Fabritius serves as British Honorary Consul in Frankfurt am Main.
“We are delighted to announce that Dr Andreas Fabritius has joined our Board of Directors,” stated Dr. Kurt Lauk, Chairman of the Board of Directors. “With a strong track record as an international lawyer, he will strengthen our Board in our high growth market and further improve our ability to provide shareholder value. His extensive international experience and high professional standing compliments our Board in the best possible way.”
“I am delighted to join the Board of Directors of ADS-TEC Energy. With its technology for battery-buffered ultra-fast charging stations and its customer-oriented platform-based services approach, the company is set to make a remarkable contribution to moving our economies to electrified commuting and transport,” stated Dr Andreas Fabritius. “With my experience and track-record in cross-border business, whether transactional or regulatory- and governance-focused, I hope to bring a relevant perspective to the discussions and decisions of the Board.”
About ADS-TEC Energy
ADS-TEC Energy plc, a public limited company incorporated in Ireland and publicly listed on NASDAQ (“ADS-TEC Energy”), serves as a holding company for ads-tec Energy GmbH, our operating company incorporated in Germany (“ADSE GM”) and ads-tec Energy Inc., a US subsidiary of ads-tec Energy GmbH (“ADSE US” and together with ADS-TEC Energy and ADSE GM, “ADSE”). Based on more than ten years of experience with lithium-ion technologies, ADS-TEC Energy develops and manufactures battery storage solutions and fast charging systems including their energy management systems. Its battery-based, fast charging technology enables electric vehicles to ultrafast charge even on low powered grids and features a very compact design. It was most recently nominated by the President of the Federal Republic of Germany for the German Future Prize and elevated to the "Circle of Excellence" in 2022. The high quality and functionality of the battery systems are due to a particularly high depth of development and in-house production. With its advanced system platforms, ADS-TEC Energy is a valuable partner for automotive, OEMs, utility companies and charge-operators.
More information: www.ads-tec-energy.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements regarding our financial outlook for 2024, our expectations with respect to future performance and the anticipated timing of certain commercial activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the geopolitical events including the Russian invasion of Ukraine; macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy; our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales to a limited number of customers for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; changes to battery energy storage standards; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2023, which is available on our website at https://www.ads-tec-energy.com/en/company/invest and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
Media Contact:
For ADS-TEC Energy – Germany
Dennis Müller
SVP Product Marketing & Communication
press@ads-tec-energy.com
For ADS-TEC Energy – US
Stephannie Depa
Breakaway Communications
+1 530-864-0136
sdepa@breakawaycom.com