ADS-TEC Energy Completes Secondary Share Registration for Up to 27.5 Million Ordinary Shares

Secondary Offering Structure and Share Composition

The prospectus filed by ADS-TEC Energy PLC on July 28, 2026, establishes a shelf registration under Rule 424(b)(3) permitting the resale of a substantial block of ordinary shares by designated selling securityholders. The offering encompasses three distinct tranches of securities. The first comprises 6,324,000 ordinary shares issued on May 8, 2026, pursuant to subscription agreements dated the same day, each carrying an exercise price of $1.00 per share. The second tranche consists of 3,000,000 ordinary shares issued on June 5, 2026, under a subscription agreement dated May 28, 2026, also with a $1.00 per share exercise price.

The third component represents the largest segment, totaling 18,169,949 ordinary shares. These shares were acquired by certain selling securityholders, specifically identified as Svelland Global Trading Master Fund and certain other accounts managed or advised by Mirabella Financial Services LLP, through a December 2023 private placement transaction and various open-market purchases conducted between December 2023 and the filing date. The prospectus indicates that all ordinary shares are of nominal value US$0.0001 per share and are listed on the Nasdaq Capital Market under the symbol "ADSE." The closing price reported on Nasdaq on July 27, 2026, the trading day prior to the prospectus filing, was $11.98 per share.

Capital Proceeds and Company Financials

The disclosure states that ADS-TEC Energy previously received approximately $6.3 million in proceeds from the exercise of subscription rights that resulted in the issuance of the May 8 subscription shares, and approximately $3 million in proceeds from the exercise of subscription rights that resulted in the issuance of the May 28 subscription shares. These figures represent capital raised directly by the company through the subscription agreements executed in 2026. However, the prospectus explicitly clarifies that the company will not receive any proceeds from the resale of ordinary shares by the selling securityholders under this prospectus, as all sales are conducted by the securityholders for their own account and benefit.

The registration of these securities under the shelf process does not obligate the selling securityholders to offer or sell any of the shares covered hereby. Instead, the prospectus provides a framework under which such sales may occur from time to time at prices and on terms to be determined by the selling securityholders. The company will bear certain expenses associated with the registration of the securities, as detailed in the plan of distribution section of the prospectus.

Selling Securityholders and Transaction History

The prospectus identifies the selling securityholders as those who acquired the ordinary shares through the May 8 and May 28 subscription agreements, as well as Svelland Global Trading Master Fund and certain other accounts managed or advised by Mirabella Financial Services LLP. The latter group accumulated their positions through participation in the December 2023 private placement and open-market transactions conducted over the subsequent seven-month period. The prospectus permits these securityholders and any permitted transferees to resell the shares covered by the registration.

The structure of the offering reflects the regulatory framework governing secondary resales by significant shareholders. By registering these shares on a shelf basis, the company and the selling securityholders establish a mechanism permitting flexible timing and methodology for the resale transactions. The prospectus notes that the selling securityholders may offer and sell securities in a number of different ways and at varying prices, with more specific terms to be provided in prospectus supplements if and when such offerings occur.

Company Status as Emerging Growth and Foreign Private Issuer

ADS-TEC Energy PLC is identified in the prospectus as both an "emerging growth company" and a "foreign private issuer," each as defined under U.S. federal securities laws. The filing discloses that the company is therefore subject to reduced public company reporting requirements. This classification reflects the regulatory profile of the organization under the Securities Exchange Act and associated rules. The company's principal executive offices are located at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, consistent with its status as an Irish public limited company incorporated under the laws of Ireland.

The emerging growth company designation carries implications for disclosure obligations and exemptions available to the issuer. Similarly, foreign private issuer status means the company follows certain alternative compliance pathways relative to domestic U.S. corporations. These regulatory statuses are relevant to investors evaluating the company's reporting practices and the availability of information regarding its operations and financial condition. The prospectus does not provide additional detail regarding the specific implications of these designations beyond noting their applicability.

Business Combination and Corporate Structure

The prospectus references a Business Combination Agreement dated August 10, 2021, and executed among multiple entities including EUSG, ADSE Holdco (the current parent company), EUSG II Corporation, Bosch Thermotechnik GmbH, ADSH, and ADSE GM. Pursuant to this agreement, transactions consummated on December 22, 2021, resulted in EUSG ceasing to exist and ADSE GM becoming a wholly-owned subsidiary of ADSE Holdco. The securityholders of both ADSE GM and EUSG became securityholders of ADSE Holdco following the business combination.

ADSE GM is described as a wholly-owned subsidiary based in Nürtingen, Germany, and entered in the commercial register of the Stuttgart Local Court under HRB 762810. ADSH, a related German entity, is similarly registered in Stuttgart under HRB 224527. The prospectus uses the term "ADSE" to refer collectively to ads-tec Energy GmbH, ads-tec Energy, Inc., and ads-tec Energy PLC, reflecting the corporate group's multinational structure following the 2021 business combination.

Risk Factors and Investment Considerations

The prospectus prominently notes that investing in the company's securities involves a high degree of risk and directs investors to review the discussion of material risks beginning on page 5 of the prospectus. Investors are cautioned to read this section carefully, along with any applicable prospectus supplement and documents incorporated by reference. The prospectus does not elaborate on the specific risks in the summary section but establishes the framework for comprehensive risk disclosure elsewhere in the filing and incorporated documents.

The prospectus also contains customary forward-looking statement language and emphasizes that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities or passed upon the adequacy or accuracy of the prospectus. The company cautions that the information contained in the prospectus is accurate only as of the date of the prospectus, July 28, 2026, and may have changed since that date.

Distribution Methods and Flexibility

The plan of distribution section of the prospectus provides that the selling securityholders may offer and sell the securities through various methods, including ordinary brokers' transactions, block trades, or other negotiated transactions. The specific terms of any offering, including amounts, prices, and timing, will be provided in prospectus supplements issued at the time of such offerings. The prospectus establishes that these are secondary market resales conducted by the securityholders for their own benefit rather than offerings by the company itself.

The company indicated it has not authorized any person to provide information different from that contained in the prospectus and does not take responsibility for the reliability of information provided by others. The prospectus further notes that except as otherwise set forth in the document, neither the company nor the selling securityholders have taken action to permit a public offering of the securities outside the United States or to distribute the prospectus outside the United States. Persons outside the United States who obtain the prospectus are advised to inform themselves about and observe any applicable restrictions.

Registration Framework and Prospectus Supplement Process

The prospectus is filed as part of a registration statement on Form F-3 utilizing the shelf registration process under Securities Act Rule 415. This regulatory framework permits the company and selling securityholders to register securities for delayed or continuous offering without specifying the timing or amounts of sales at the time of initial registration. Under this structure, prospectus supplements will be filed and delivered to update or change information contained in the base prospectus as offerings occur.

The prospectus advises investors to read the entire prospectus along with any amendments or supplements before making investment decisions. It further instructs readers to review information incorporated by reference by consulting the sections titled "Where You Can Find More Information" and "Documents Incorporated by Reference." The company notes that the information in the prospectus is accurate only as of the front-cover date and cautions against assuming accuracy as of any other date.

Taxation and Dividend Policy Framework

The prospectus contains sections addressing taxation and dividend policy, though the disclosure in the summary does not elaborate on specific tax treatments or dividend determinations. Annex A to the prospectus lists relevant territories for the purposes of Irish dividend withholding tax, reflecting the company's Irish incorporation and the potential applicability of Irish tax law to distributions. The specific tax implications for investors will depend on their individual circumstances, jurisdiction of residence, and the characterization of any distributions by the company.

The dividend policy section of the prospectus provides a framework for understanding the company's approach to returning capital to shareholders, though the prospectus summary does not disclose specific dividend amounts, yields, or payment schedules. Investors should review the complete dividend policy disclosure and consult tax advisors regarding the tax treatment of any distributions in their particular jurisdictions.