SCHEDULE: Lucerne Capital Management Discloses 20.5% Stake in Ads-Tec Energy, Signals Active Investment Strategy

Lucerne Capital Management LP and its affiliates have filed a Schedule 13D, revealing a 20.5% beneficial ownership in Ads-Tec Energy Public Ltd Co and indicating an intent to actively engage with the company's management and strategic direction.

Summary

• Lucerne Capital Management LP (LCM), along with Pieter Taselaar, Matheus Hovers, Jonathan Copplestone, and Patrick Moroney (collectively, the Reporting Persons), have filed a Schedule 13D regarding their beneficial ownership in Ads-Tec Energy Public Ltd Co.
• The Reporting Persons collectively beneficially own 12,662,214 shares of Ads-Tec Energy's Class A Common Stock, representing 20.5% of the outstanding shares as of March 12, 2025.
• Their investment originated from a business combination agreement with European Sustainable Growth Acquisition Corp. in August 2021, followed by participation in a private placement.
• The Reporting Persons have also engaged in secured lending transactions with Ads-Tec Energy and its subsidiaries in May 2023, August 2023, and August 2024, bearing an interest rate of 10% per annum.
• In connection with these loans, they acquired warrants to purchase Common Shares with exercise prices of $3.00 (May 2023 loan) and $6.20 (August 2023 and August 2024 loans).
• The August 2023 and August 2024 loans mature on August 31, 2026.
• The Reporting Persons acquired additional Common Shares through open market purchases, with LCM purchasing 139,585 shares in June 2025 at prices ranging from $9.5419 to $13.1511.
• The purpose of the investment is for investment purposes, with an intent to review the investment on a continuing basis and potentially increase or decrease their position.
• The Reporting Persons may engage in communications with Ads-Tec Energy's stockholders, management, and board of directors, and may make suggestions or proposals concerning the company's operations, strategy, and board composition.

Sentiment

Score: 8

Explanation: The filing indicates a strong, active, and increasing investment by a major financial entity (Lucerne Capital Management) in Ads-Tec Energy. The stated intent to engage with management and potentially influence strategic direction, coupled with recent open market purchases, suggests a positive outlook and commitment from a significant shareholder. The provision of secured loans also indicates a supportive financial relationship.

Positives

• A significant stake of 20.5% held by Lucerne Capital Management and its affiliates demonstrates strong conviction in Ads-Tec Energy.
• The stated intent to engage with management and the board suggests a proactive approach to enhancing shareholder value.
• Recent open market purchases by Lucerne Capital Management LP in June 2025 indicate continued accumulation of shares.

Negatives

• Matheus Hovers and Patrick Moroney engaged in some share sales in May and June 2025, though Hovers also made a purchase and Moroney's sale was offset by a purchase.

Future Outlook

The Reporting Persons intend to continuously review their investment in Ads-Tec Energy and may increase or decrease their position through open market purchases, privately negotiated transactions, or direct transactions with the Issuer. They also plan to engage in communications with the Issuer's stakeholders and may propose changes related to operations, strategy, financing, and board composition.

Management Comments

• The Reporting Persons have acquired the securities for investment purposes and intend to review such investment in the Issuer on a continuing basis.
• The Reporting Persons may, from time to time, make additional acquisitions of Common Shares or other securities of the Issuer either in the open market or in privately negotiated transactions, including transactions directly with the Issuer.
• The Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Shares or other securities of the Issuer and/or enter into derivative transactions.
• Consistent with their investment purposes, the Reporting Persons may engage in communications with stockholders, management, and/or board members, and may make suggestions or proposals concerning the Issuer's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors and such other matters as they may deem relevant.

Industry Context

This filing indicates a significant and active investment by a major financial entity in Ads-Tec Energy, a company involved in the energy sector, likely focusing on sustainable growth given its prior business combination partner. The substantial stake and intent for engagement suggest a belief in the company's long-term potential within its industry.

Related Party Transactions

• The Reporting Persons, as significant shareholders, participated in secured lending transactions with Ads-Tec Energy and its subsidiaries in May 2023, August 2023, and August 2024. These loans bear a 10% annual interest rate and are secured.

Stakeholder Impact

• Shareholders: The significant stake and potential for active engagement by Lucerne Capital Management could lead to strategic changes or increased focus on shareholder value. The presence of a large, engaged investor may influence market perception and share price.
• Management and Board of Directors: The Reporting Persons' stated intent to communicate and make suggestions could lead to increased scrutiny or collaboration on strategic decisions, operations, and corporate governance.

Next Steps

• The Reporting Persons may make additional acquisitions of Ads-Tec Energy's securities in the open market or privately negotiated transactions.
• The Reporting Persons may dispose of all or part of their investments or enter into derivative transactions.
• The Reporting Persons may engage in communications with Ads-Tec Energy's stockholders, management, and board of directors.
• The Reporting Persons may make suggestions or proposals concerning Ads-Tec Energy's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, and the composition of the board of directors.

Key Dates

Keywords

Ads-Tec Energy, Lucerne Capital Management, Schedule 13D, Beneficial Ownership, Investment Strategy, Shareholder Activism, Common Stock, Warrants, Secured Lending, Private Placement, SEC Filing