{"url_path":"/sec/adsew/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1879248/0001213900-26-057891-index.html","accession_number":"0001213900-26-057891","cik":"0001879248","ticker":"ADSE","issuer_name":"Ads-Tec Energy Public Ltd Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1879248/0001213900-26-057891-index.html","primary_entity_key":"0001879248","primary_entity_name":"Ads-Tec Energy Public Ltd Co"},"word_count":7388,"has_tables":true,"body_markdown":"** **\n\n**ITEM 10. ADDITIONAL INFORMATION**\n\n** **\n\n**10.A. Share Capital**\n\n \n\nNot Applicable.\n\n** **\n\n**10.B. Memorandum and Articles of Association**\n\n \n\nThe information set forth\nin Exhibit 2.6 “*Description of Securities*” is incorporated herein by reference\n\n \n\n**10.C. Material Contracts**\n\n \n\nExcept as otherwise disclosed\nin this Annual Report (including the exhibits thereto), we are not currently, and have not been in the last two years, party to any material\ncontract, other than contracts entered into in the ordinary course of business.\n\n \n\n84\n\n \n\n \n\n**10.D. Exchange Controls**\n\n \n\nUnder the laws of Ireland,\nthere are currently no Irish restrictions on the export or import of capital, including foreign exchange controls or restrictions that\naffect the remittance of dividends (other than dividend withholding tax where an exemption does not apply) to nonresident holders of our\nordinary shares.\n\n \n\n**10.E. Taxation**\n\n** **\n\n**Material U.S. Federal Income Tax Considerations**\n\n \n\nThe following discussion is\na general summary of certain material U.S. federal income tax considerations to U.S. Holders (as defined below) of the ownership and disposition\nof Ordinary Shares and Listed Warrants. The information set forth in this section is based on the Internal Revenue Code of 1986, as amended\n(the “Code”), its legislative history, final, temporary and proposed U.S. Treasury regulations promulgated thereunder\n(“Treasury Regulations”), published rulings and administrative pronouncements of the U.S. Internal Revenue Service\n(the “IRS”) and court decisions, all as in effect as of the date hereof. These authorities are subject to change or\ndiffering interpretations, possibly on a retroactive basis, in a manner that could adversely affect the tax considerations discussed below.\n\n \n\nFor purposes of this summary,\na “U.S. Holder” means a beneficial owner of Ordinary Shares or Listed Warrants that is for U.S. federal income tax purposes:\n\n \n\n \n●\nan individual citizen or resident of the United States;\n\n \n\n \n●\na corporation (or other entity treated as a corporation) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;\n\n \n\n \n●\nan estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n\n \n●\na trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.\n\n \n\nThis discussion does not address\nall aspects of U.S. federal income taxation that may be relevant to any particular U.S. Holder based on such U.S. Holder’s individual\ncircumstances. In particular, this discussion considers only U.S. Holders that hold Ordinary Shares or Listed Warrants as “capital\nassets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address\nthe alternative minimum tax, the Medicare tax on net investment income or the U.S. federal income tax consequences to holders that are\nsubject to special rules, including, without limitation:\n\n \n\n \n●\nbanks or certain other financial institutions or financial services entities;\n\n \n\n \n●\nbrokers, dealers or traders in securities;\n\n \n\n \n●\npersons that are subject to the mark-to-market accounting rules under Section 475 of the Code;\n\n \n\n \n●\ntax-exempt entities;\n\n \n\n \n●\ngovernments or agencies or instrumentalities thereof;\n\n \n\n \n●\ntax-qualified retirement plans;\n\n \n\n \n●\ninsurance companies;\n\n \n\n85\n\n \n\n \n\n \n●\nregulated investment companies;\n\n \n\n \n●\nreal estate investment trusts;\n\n \n\n \n●\ncertain expatriates or former long-term residents of the United States;\n\n \n\n \n●\npersons that acquired Ordinary Shares or Listed Warrants pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;\n\n \n\n \n●\npersons that hold Ordinary Shares or Listed Warrants, or who will hold Ordinary Shares or Listed Warrants, as part of a straddle, constructive sale, hedging, redemption or other risk reduction strategy or as part of a conversion transaction or other integrated transaction;\n\n \n\n \n●\npersons whose functional currency is not the U.S. dollar;\n\n \n\n \n●\ncorporations that accumulate earnings to avoid U.S. federal income tax (and their shareholders);\n\n \n\n \n●\nS corporations, partnerships or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes, or shareholders, partners or members of such S corporations, partnerships or other pass-through entities;\n\n \n\n \n●\npersons required to accelerate the recognition of any item of gross income with respect to Ordinary Shares or Listed Warrants as a result of such income being recognized on an applicable financial statement;\n\n \n\n \n●\npersons who actually or constructively own 5% (measured by vote or value) or more of Ordinary Shares; and\n\n \n\n \n●\nholders that are not U.S. Holders.\n\n \n\n \n\nThis discussion does not address\nany tax laws other than the U.S. federal income tax law, such as U.S. federal gift or estate tax laws, state, local or non-U.S. tax laws.\n\n \n\nIf a partnership (or other\nentity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Ordinary Shares or\nListed Warrants, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner\nand the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their tax advisors\nwith regard to the U.S. federal income tax consequences of the acquisition, ownership and disposition of Ordinary Shares and Listed Warrants.\n\n \n\nNo ruling has been requested\nor will be obtained from the IRS regarding the U.S. federal income tax consequences of acquiring, owning or disposing Ordinary Shares\nor Listed Warrants or any other related matter or other matter discussed herein. There can be no assurance that the IRS will not challenge\nthe U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.\n\n** **\n\n**EACH HOLDER OF ORDINARY\nSHARES OR LISTED WARRANTS SHOULD CONSULT ITS TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDERS OF THE OWNERSHIP\nAND DISPOSITION OF ORDINARY SHARES AND LISTED WARRANTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.**\n\n** **\n\n**Distributions on Ordinary Shares**\n\n \n\nSubject to the PFIC rules\ndiscussed in the section below titled “Passive Foreign Investment Company Status,” if ADSE Holdco makes a distribution of\ncash or other property to a U.S. Holder of Ordinary Shares, such distribution generally will be treated as a dividend for U.S. federal\nincome tax purposes to the extent the distribution is paid out of ADSE Holdco’s current or accumulated earnings and profits (as\ndetermined under U.S. federal income tax principles). Distributions in excess of such earnings and profits generally will be applied\nagainst and reduce (but not below zero) a U.S. Holder’s basis in its Ordinary Shares, and any remaining excess will be treated\nas gain from the sale or exchange of such Ordinary Shares (see “Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary\nShares or Listed Warrants” below).\n\n \n\n86\n\n \n\n \n\nWith respect to corporate\nU.S. Holders, dividends with respect to Ordinary Shares generally will not be eligible for the dividends-received deduction generally\nallowed to U.S. corporations in respect of dividends received from other U.S. corporations. With respect to non-corporate U.S. Holders,\nADSE Holdco dividends generally will be taxed as “qualified dividend income” at preferential long-term capital gains rates\nif (i) Ordinary Shares are readily tradable on an established securities market in the United States or ADSE Holdco is eligible for the\nbenefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (ii) certain\nholding period and at-risk requirements are met, (iii) ADSE Holdco is not treated as a PFIC in the taxable year in which the dividend\nis paid or the preceding taxable year, and (iv) certain other requirements are met. Our Ordinary Shares are listed on the Nasdaq and we accordingly expect\nthe first condition described above to be satisfied. U.S. Holders should consult their tax advisors regarding\nthe availability of the preferential rate for any dividends paid with respect to Ordinary Shares.\n\n \n\nSubject to certain conditions\nand limitations, withholding taxes, if any, on dividends paid by ADSE Holdco may be treated as foreign taxes eligible for credit against\na U.S. Holder’s U.S. federal income tax liability under the U.S. foreign tax credit rules. For purposes of calculating the U.S.\nforeign tax credit, dividends paid on Ordinary Shares will generally be treated as non-U.S. source income and will generally constitute\npassive category income. The rules governing the U.S. foreign tax credit are complex. U.S. Holders should consult their tax advisors regarding\nthe availability of the U.S. foreign tax credit under particular circumstances.\n\n** **\n\n**Sale, Exchange, Redemption or Other Taxable\nDisposition of Ordinary Shares or Listed Warrants**\n\n \n\nSubject to the PFIC rules\ndiscussed in the section below titled “Passive Foreign Investment Company Status,” upon a sale, exchange, redemption or other\ntaxable disposition of Ordinary Shares or Listed Warrants, a U.S. Holder will generally recognize capital gain or loss. The amount of\ngain or loss recognized generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value\nof any property received in such sale, exchange, redemption or other taxable disposition, and (ii) such U.S. Holder’s adjusted\ntax basis in the Ordinary Shares or Listed Warrants sold.\n\n \n\nCapital gain or loss will\ngenerally constitute long-term capital gain or loss if a U.S. Holder’s holding period for the Ordinary Shares or Listed Warrants\nexceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be taxable at preferential rates. The deductibility\nof capital losses is subject to limitations. For purposes of calculating the U.S. foreign tax credit, gain or loss recognized by a U.S.\nHolder upon the sale, exchange, redemption or other taxable disposition of Ordinary Shares or Listed Warrants will generally be treated\nas U.S. source gain or loss. The rules governing the U.S. foreign tax credit are complex. U.S. Holders should consult their tax advisors\nregarding the availability of the U.S. foreign tax credit under particular circumstances.\n\n** **\n\n**Exercise or Lapse of a Listed Warrant**\n\n \n\nSubject to the PFIC rules\ndiscussed in the section below titled “Passive Foreign Investment Company Status” and except as discussed below with respect\nto the cashless exercise of a Listed Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of an Ordinary\nShare on the exercise of a Listed Warrant for cash. It is unclear whether a U.S. Holder’s holding period for the Ordinary Shares\nwill commence on the date of exercise of the Listed Warrant or the day following the date of exercise of the Listed Warrant; in either\ncase, the holding period will not include the period during which the U.S. Holder held the Listed Warrant. If a Listed Warrant is allowed\nto lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the Listed Warrant.\n\n \n\nThe tax consequences of a\ncashless exercise of a Listed Warrant are not clear under current law. Subject to the PFIC rules discussed in the section titled below\n“Passive Foreign Investment Company Status,” a cashless exercise may not be taxable, either because the exercise is not a\nrealization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation,\na U.S. Holder’s tax basis in the Ordinary Shares received generally would equal the U.S. Holder’s tax basis in the Listed\nWarrants. If the cashless exercise is not treated as a realization event, it is unclear whether a U.S. Holder’s holding period\nfor the Ordinary Shares will commence on the date of exercise of the Listed Warrant or the day following the date of exercise of the\nListed Warrant. If the cashless exercise is treated as a recapitalization, the holding period of the Ordinary Shares would include the\nholding period of the Listed Warrants.\n\n  \n\n87\n\n \n\n \n\nIt is also possible that\na cashless exercise may be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may\nbe deemed to have surrendered Listed Warrants with an aggregate fair market value equal to the exercise price for the total number\nof Listed Warrants to be exercised. Subject to the PFIC rules discussed in the section titled below “Passive Foreign\nInvestment Company Status,” the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between\nthe fair market value of the Listed Warrants deemed surrendered and the U.S. Holder’s tax basis in such Listed Warrants. In\nthis case, a U.S. Holder’s tax basis in the Ordinary Shares received would equal to the sum of the U.S. holder’s tax\nbasis in the total amount of Listed Warrants exercised (including the surrendered Listed Warrants) plus (or minus) the gain (or\nloss) recognized with respect to the surrendered Listed Warrants. It is unclear whether a U.S. Holder’s holding period for the\nOrdinary Shares received would commence on the date of exercise of the Listed Warrant or the day following the date of exercise of\nthe Listed Warrant.\n\n \n\nDue to the absence of authority\non the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences\nand holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax\nadvisors regarding the tax consequences of a cashless exercise.\n\n** **\n\n**Possible Constructive Distributions**\n\n \n\nThe terms of each Listed\nWarrant provide for an adjustment to the number of Ordinary Shares for which the Listed Warrant may be exercised or to the exercise price\nof the Listed Warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder\nof a Listed Warrant would, however, be treated as receiving a constructive distribution from ADSE Holdco if, for example, the adjustment\nincreases the U.S. Holder’s proportionate interest in ADSE Holdco’s assets or earnings and profits (e.g., through an increase\nin the number of Ordinary Shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of the Ordinary\nShares which is taxable to U.S. Holders of such Ordinary Shares as described under “Distributions on Ordinary Shares” above.\nSuch constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of the\nListed Warrant had received a cash distribution from ADSE Holdco equal to the fair market value of the increase in the interest.\n\n** **\n\n**Passive Foreign Investment Company Status**\n\n \n\nA non-U.S. corporation, such\nas ADSE Holdco, will be classified as a PFIC if either: (a) at least 75% of its gross income is “passive income” for purposes\nof the PFIC rules, or (b) at least 50% of the value of its gross assets (determined on the basis of a quarterly average) is attributable\nto assets that produce or are held for the production of passive income. Passive income for this purpose generally includes dividends,\ninterest, royalties, rents, gains from commodities and securities transactions, and net gains from the disposition of assets which produce\npassive income. A corporation will be treated as owning a proportionate share of the assets and earning a proportionate share of the income\nof another corporation if the first-mentioned corporation owns, directly or indirectly, 25% or more (by value) of the stock of the other\ncorporation.\n\n \n\nADSE Holdco believes\nthat it was not a PFIC in its 2025 taxable year and does not expect to be treated as a PFIC in the current taxable year or in future\ntaxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and\ndepends, among other things, upon the composition of ADSE Holdco’s gross income and assets. Accordingly, there can be no assurance that ADSE Holdco will not be a PFIC for the current taxable\nyear or in future taxable years.\n\n \n\nIf ADSE Holdco is determined\nto be a PFIC for any taxable year (or any portion thereof) that is included in the holding period of a U.S. Holder and, in the case of\nOrdinary Shares, such U.S. Holder did not make a timely and effective qualified electing fund (“QEF”) election or a mark-to-market\nelection (each described below) for ADSE Holdco’s first taxable year as a PFIC in which such U.S. Holder held (or was deemed to\nhold) Ordinary Shares, then such U.S. Holder will generally be subject to special and adverse rules with respect to (i) any gain recognized\nby such U.S. Holder on the sale or other disposition of its Ordinary Shares or Listed Warrants and (ii) any “excess distribution”\nmade to a U.S. Holder (generally, any distributions to a U.S. Holder during a taxable year of such U.S. Holder that are greater than\n125% of the average annual distributions received by such U.S. Holder in respect of Ordinary Shares during the three preceding taxable\nyears of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such Ordinary Shares). Under proposed Treasure Regulations, which have to date not been enacted,\nsuch rules would generally apply with respect to the Listed Warrants as well. Under these default PFIC\nrules:\n\n \n\n \n●\na U.S. Holder’s gain or excess distribution will be allocated ratably over such U.S. Holder’s holding period for its Ordinary Shares or Listed Warrants;\n\n \n\n88\n\n \n\n \n\n \n●\nthe amount of gain allocated to such U.S. Holder’s taxable year in which such U.S. Holder recognized the gain or received the excess distribution, or to the period in such U.S. Holder’s holding period before the first day of ADSE Holdco’s taxable year in which it was a PFIC, will be taxed as ordinary income; and\n\n \n\n \n●\nthe amount of gain allocated to other taxable years (or portions thereof) of such U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest marginal tax rate in effect for that year and applicable to such U.S. Holder, and an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year (or portion thereof) of such U.S. Holder’s holding period.\n\n \n\nIn general, a U.S. Holder\nmay avoid the adverse PFIC tax consequences described above in respect of the Ordinary Shares (but not the Listed Warrants) by making\nand maintaining a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of ADSE Holdco’s\nnet capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether\nor not distributed, in the taxable year of the U.S. Holder in which or with which ADSE Holdco’s taxable year ends. In order to comply\nwith the requirements of a QEF election, a U.S. Holder must receive certain information from ADSE Holdco. ADSE Holdco has not determined\nwhether it will provide U.S. Holders with this information if it determines that it is a PFIC.\n\n \n\nAlternatively, if ADSE Holdco\nis a PFIC and the Ordinary Shares are treated as “marketable stock,” a U.S. Holder may also be to avoid the adverse PFIC tax\nconsequences described above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) the\nOrdinary Shares, makes an election to mark such shares to their market value for such taxable year (a “mark-to-market election”).\nSuch U.S. Holder generally will include as ordinary income for each year that ADSE Holdco is treated as a PFIC the excess, if any, of\nthe fair market value of its Ordinary Shares at the end of its taxable year over such U.S. Holder’s adjusted basis in its Ordinary\nShares. Such U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of its adjusted basis of its\nOrdinary Shares over the fair market value of its Ordinary Shares at the end of its taxable year (but only to the extent of the net amount\nof previously included income as a result of the mark-to-market election). Such U.S. Holder’s basis in its Ordinary Shares will\nbe adjusted to reflect any such income or loss recognized. Gain recognized on a sale or other taxable disposition of the Ordinary Shares\nin a taxable year in which ADSE Holdco is a PFIC will be treated as ordinary income, and any loss will be ordinary to the extent of the\nnet amount of previously included income as a result of the mark-to-market election (and thereafter will be capital loss, the deductibility\nof which is subject to limitations). Currently, a mark-to-market election may not be made with respect to the Listed Warrants.\n\n \n\nThe mark-to-market election\nis available for “marketable stock,” which generally is stock that is regularly traded on a national securities exchange that\nis registered with the Securities and Exchange Commission, including Nasdaq, or on a foreign exchange or market that the IRS determines\nhas rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult\ntheir tax advisors regarding the availability and tax consequences of a mark-to-market election in their particular circumstances.\n\n \n\nIf ADSE Holdco is a PFIC and,\nat any time, any subsidiary is classified as a PFIC, U.S. Holders would generally be deemed to own a portion of the shares of such lower-tier\nPFIC, and generally could incur liability under the default PFIC rules described above if ADSE Holdco receives a distribution from, or\ndisposes of all or part of ADSE Holdco’s interest in, the lower-tier PFIC or if such U.S. Holders otherwise are deemed to have disposed\nof an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower-tier PFIC.\nU.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.\n\n \n\n89\n\n \n\n \n\nA U.S. Holder that owns (or\nis deemed to own) shares in a PFIC during any taxable year of such U.S. Holder may be required to file IRS Form 8621 with such U.S. Holder’s\nU.S. federal income tax return and provide such other information as may be required by the Treasury Regulations or other IRS guidance.\n\n \n\nThe rules dealing with PFICs\nare very complex and affected by various factors in addition to those described above. Accordingly, U.S. Holders should consult their\ntax advisors concerning the application of the PFIC rules to Ordinary Shares or Listed Warrants under their particular circumstances.\n\n \n\n**Information Reporting and Backup Withholding**\n\n \n\nCertain U.S. Holders are required\nto report information to the IRS relating to an interest in “specified foreign financial assets,” including shares issued\nby a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds an applicable threshold\nbased on whether the U.S. Holder is an entity or an individual (and in the case of an individual, the threshold depends upon such individual’s\nfiling status and whether the individual resides in the United States), subject to certain exceptions (including an exception for shares\nheld in custodial accounts maintained with a U.S. financial institution). Generally, ADSE Holdco securities would constitute “specified\nforeign financial assets.” Penalties may apply if a U.S. Holder is required to submit such information to the IRS and fails to do\nso.\n\n \n\nDistributions with respect\nto Ordinary Shares and proceeds from the sale, exchange, redemption or other taxable disposition of Ordinary Shares or Listed Warrants\nmay be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will\nnot apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification\non IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally\nmust provide such certification on IRS Form W-9.\n\n \n\nU.S. backup withholding is\nnot an additional tax. Amounts withheld as U.S. backup withholding may be credited against a U.S. Holder’s U.S. federal income tax\nliability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules, if the required information\nis timely furnished to the IRS. Transactions effected through certain brokers or other intermediaries may be subject to U.S. backup withholding,\nand such brokers or intermediaries may be required by law to do U.S. backup withholding.\n\n \n\nU.S. Holders are urged to\nconsult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.\n\n \n\n**Anticipated Material Irish Tax Consequences to Non-Irish Holders\nof ADSE Holdco Securities**\n\n** **\n\n**Scope**\n\n \n\nThe following is a summary\nof the anticipated material Irish tax consequences for Non-Irish Holders of the acquisition, ownership and disposal of Ordinary Shares\nand Listed Warrants. The summary is based upon Irish tax laws and the practice of the Irish Revenue Commissioners in effect on the date\nof this Annual Report and stamp duty and withholding tax clearances which have been granted by the Irish Revenue Commissioners. Changes\nin law and/or administrative practice may result in a change in the tax consequences described below, possibly with retrospective effect.\n\n \n\nA “Non-Irish Holder”\nis an individual who beneficially owns their Ordinary Shares and/or Listed Warrants, that is neither a resident nor ordinarily resident\nin Ireland for Irish tax purposes and does not hold or use their Ordinary Shares and/or Listed Warrants, in connection with a trade carried\non by such person through an Irish branch or agency.\n\n \n\n90\n\n \n\n \n\nThis summary does not constitute\nlegal or tax advice and is intended only as a general guide. The summary is not exhaustive and securityholders should consult their tax\nadvisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the acquisition, ownership\nand disposal of Ordinary Shares and Listed Warrants. The summary applies only to Non-Irish Holders who hold their Ordinary Shares and/or\nListed Warrants, as capital assets and does not apply to other categories of Non-Irish Holders, such as dealers in securities, trustees,\ninsurance companies, collective investment schemes and Non-Irish Holders who acquired, or are deemed to have acquired, their Ordinary\nShares and/or Listed Warrants by virtue of an Irish office or employment (performed or carried on to any extent in Ireland). This summary\nmay not apply to entities associated with the Company (being entities (i) which are, directly or indirectly, entitled to more than 50%\nof the ownership rights, voting power or profits of the Company (or entities in which the Company holds such an entitlement), (ii) which\nhave definite influence in the Company (or entities in which the Company has such influence); or (iii) where a third entity has such entitlements\nor influence in respect of another entity and the Company).\n\n \n\nThe summary does not, except\nwhere expressly stated, consider the position of Non-Irish Holders who hold their Ordinary Shares and/or Listed Warrants directly (and\nnot beneficially through a broker or custodian (through DTC)). The Irish tax consequences of transactions in Ordinary Shares and/or Listed\nWarrants held directly are generally negative when compared with Ordinary Shares and/or Listed Warrants held through DTC. Any Non-Irish\nHolder contemplating holding their Ordinary Shares and/or Listed Warrants directly should consult their personal tax advisors as to the\nIrish tax consequences of acquiring, owning and disposing of such Ordinary Shares and/or Listed Warrants.\n\n \n\n**Irish Tax on Chargeable Gains (Irish CGT)**\n\n** **\n\nThe current rate of tax on\nchargeable gains (where applicable) in Ireland is 33%. Non-Irish Holders will not be within the territorial scope of a charge to Irish\nCGT on a disposal of their Ordinary Shares and/or Listed Warrants, provided that (i) such Ordinary Shares and/or Listed Warrants neither\n(a) were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, nor (b) were used,\nheld or acquired for use by or for the purposes of an Irish branch or agency; and (ii) neither the Ordinary Shares nor the Listed Warrants\nderive their value, or the greater part of their value, directly or indirectly, from Irish land, minerals in Ireland or any rights, interests\nor other assets in relation to mining or minerals or the searching for minerals or exploration or exploitation rights on the Irish Continental\nShelf. A Non-Irish Holder who is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance legislation,\nbe liable to Irish tax on any chargeable gain realized on a disposal of the Ordinary Shares and/or Listed Warrants during the period in\nwhich such individual is non-resident.\n\n** **\n\n**Stamp Duty**\n\n** **\n\nThe rate of stamp duty (where\napplicable) on transfers of shares or warrants, and on issuances of warrants to subscribe for shares, of Irish incorporated companies\nis 1% of the greater of the price paid or market value of the shares or warrants acquired. Where Irish stamp duty arises it is generally\na liability of the transferee, or, on the issuance of warrants, the warrant holder. However, in the case of a gift or transfer at less\nthan fair market value, all parties to the transfer are jointly and severally liable.\n\n \n\nIrish stamp duty may be payable\nin respect of transfers of Ordinary Shares and Listed Warrants, depending on the manner in which the Ordinary Shares and Listed Warrants\nare held. ADSE Holdco has entered into arrangements with DTC to allow the Ordinary Shares and Listed Warrants to be settled through the\nfacilities of DTC. As such, the discussion below discusses separately the securityholders who hold their shares through DTC and those\nwho do not.\n\n** **\n\n**Ordinary Shares or Listed Warrants Held\nThrough DTC**\n\n** **\n\nTransfers of Ordinary Shares\nand Listed Warrants effected by means of the transfer of book entry interests in DTC are not subject to Irish stamp duty.\n\n \n\n91\n\n \n\n \n\n**Ordinary Shares or Listed Warrants Held\nOutside of DTC or Transferred Into or Out of DTC**\n\n** **\n\nA transfer of Ordinary Shares\nor Listed Warrants where any party to the transfer holds such Ordinary Shares or Listed Warrants outside of DTC may be subject to Irish\nstamp duty.\n\n \n\nHolders of Ordinary Shares\nor Listed Warrants wishing to transfer their Ordinary Shares or Listed Warrants into (or out of) DTC may do so without giving rise to\nIrish stamp duty provided that:\n\n \n\n \n●\nthere is no change in the beneficial ownership of such shares as a result of the transfer; and\n\n \n\n \n●\nthe transfer into (or out of) DTC is not effected in contemplation of a sale of such shares or warrants by a beneficial owner to a third party.\n\n \n\nDue to the potential Irish\nstamp charge on transfers of Ordinary Shares and Listed Warrants held outside of DTC, it is strongly recommended that those securityholders\nwho do not hold their ADSE Holdco securities through DTC (or through a broker who in turn holds such shares through DTC) should arrange\nfor the transfer of their ADSE Holdco securities as into DTC as soon as possible.\n\n \n\n**Withholding Tax on Dividends (DWT)**\n\n \n\nDistributions made by ADSE\nHoldco will, in the absence of one of many exemptions, be subject to DWT, currently at a rate of 25%.\n\n \n\nFor DWT and Irish income tax\npurposes, a distribution includes any distribution that may be made by ADSE Holdco to holders of Ordinary Shares, including cash dividends,\nnon-cash dividends and additional stock taken in lieu of a cash dividend. Where an exemption from DWT does not apply in respect of a distribution\nmade to a holder of Ordinary Shares, ADSE Holdco is responsible for withholding DWT prior to making such distribution.\n\n \n\n**General Exemptions**\n\n \n\nIrish domestic law provides\nthat a non-Irish resident holder of Ordinary Shares is not subject to DWT on distributions received from ADSE Holdco if such holder of\nOrdinary Shares is beneficially entitled to the distribution and is either:\n\n \n\n \n●\na person (not being a company) resident for tax purposes in a Relevant Territory (including the United States) and is neither resident nor ordinarily resident in Ireland (for a list of Relevant Territories for DWT purposes, please see Ex. 99.1 to this Annual Report);\n\n \n\n \n●\na company resident for tax purposes in a Relevant Territory, provided such company is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;\n\n \n\n \n●\na company that is controlled, directly or indirectly, by persons resident in a Relevant Territory and who is or are (as the case may be) not controlled by, directly or indirectly, persons who are not resident in a Relevant Territory;\n\n \n\n \n●\na company whose principal class of shares (or those of its 75% direct or indirect parent) is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange either in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance; or\n\n \n\n \n●\na company that is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance;\n\n \n\nand provided, in all cases noted above (but subject\nto “*Ordinary-Shares Held by U.S. Resident Shareholders*” below), ADSE Holdco or, in respect of Ordinary Shares held\nthrough DTC, any qualifying intermediary appointed by ADSE Holdco, has received from the holder of such Ordinary Shares, where required,\nthe relevant DWT Forms prior to the payment of the distribution.\n\n \n\n92\n\n \n\n \n\nIn practice, in order to ensure sufficient time\nto process the receipt of relevant DWT Forms, the holders of Ordinary Shares, where required, should furnish the relevant DWT Form to:\n\n \n\n \n●\nits broker (and the relevant information is further transmitted to any qualifying intermediary appointed by ADSE Holdco) before the record date for the distribution (or such later date before the distribution payment date as may be notified to the holder of Ordinary Shares by the broker) if its Ordinary Shares are held through DTC; or\n\n \n\n \n●\nADSE Holdco’s transfer agent before the record date for the distribution if its Ordinary Shares are held outside of DTC.\n\n \n\nLinks to the various DWT Forms\nare available at: *http://www.revenue.ie/en/tax/dwt/forms/index.html*. The information on such website does not constitute a part\nof, and is not incorporated by reference into, this Annual Report.\n\n \n\nThe company will be responsible\nfor withholding any DWT required if the payee has not provided proper documentation that they are exempt from such DWT.\n\n \n\nFor non-Irish resident holders\nof Ordinary Shares that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such\nholder of Ordinary Shares to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.\n\n** **\n\nIt should be noted that Ireland\nrecently introduced new defensive measures, by way of withholding taxes, on certain outbound payments (including the making of distributions),\nin certain circumstances. The measures apply to distributions made on or after 1 April 2024. Pursuant to these measures, notwithstanding\nthe above stated exemptions, payments of distributions to associated entities in jurisdictions that are on the EU list of non-cooperative\njurisdictions or zero-tax jurisdictions may be subject to DWT on payment. Two entities will be associated where one entity is directly\nor indirectly entitled to more than 50% of the ownership rights, voting rights, assets, or profits of the other entity, or has definite\ninfluence in the management of the other entity, or a third entity has such rights or influence in respect of those entities. \n\n** **\n\n**Ordinary Shares Held by U.S. Resident Shareholders**\n\n \n\nDistributions paid in respect\nof Ordinary Shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided the address of the beneficial\nowner of such Ordinary Shares in the records of the broker holding such Ordinary Shares is in the United States (and such broker has further\ntransmitted the relevant information to a qualifying intermediary appointed by ADSE Holdco). It is strongly recommended that such holders\nof Ordinary Shares ensure that their information is properly recorded by their brokers (so that such brokers can further transmit the\nrelevant information to a qualifying intermediary appointed by ADSE Holdco).\n\n \n\nDistributions paid in respect\nof Ordinary Shares that are held outside of DTC and are owned by a resident of the United States will not be subject to DWT if such holder\nof Ordinary Shares provides a completed IRS Form 6166 or a valid DWT Form to ADSE Holdco’s transfer agent to confirm its U.S. residence\nand claim an exemption. It is strongly recommended that holders of Ordinary Shares (which are to be held outside of DTC) who are U.S.\nresidents provide the appropriate completed IRS Form 6166 or DWT Form to ADSE Holdco’s transfer agent as soon as possible after\nreceiving their Ordinary Shares.** **\n\n \n\n**Ordinary Shares Held by Residents of Relevant\nTerritories Other Than the United States**\n\n \n\nHolders of Ordinary Shares\nwho are residents of Relevant Territories, other than the United States, must satisfy the conditions of one of the exemptions referred\nto above under the heading “General Exemptions”, including the requirement to furnish valid DWT Forms, in order to receive\ndistributions without suffering DWT.\n\n \n\nIf such holders of Ordinary\nShares hold their Ordinary Shares through DTC, they must provide the appropriate DWT Forms to their brokers (so that such brokers can\nfurther transmit the relevant information to a qualifying intermediary appointed by ADSE Holdco) before the record date for the distribution\n(or such later date before the distribution payment date as may be notified to holder of Ordinary Shares by the broker).\n\n \n\n93\n\n \n\n \n\nIf such holders of Ordinary\nShares hold their Ordinary Shares outside of DTC, they must provide the appropriate DWT Forms to ADSE Holdco’s transfer agent before\nthe record date for the distribution. It is strongly recommended that such holders of Ordinary Shares complete the appropriate DWT Forms\nand provide them to their brokers or ADSE Holdco’s transfer agent, as the case may be, as soon as possible after receiving their\nOrdinary Shares.\n\n \n\nIf any holder of Ordinary\nShares who is resident in a Relevant Territory receives a distribution from which DWT has been withheld, the holder of Ordinary Shares\nmay be entitled to a refund of DWT from the Irish Revenue Commissioners provided the holder of Ordinary Shares is beneficially entitled\nto the distribution.\n\n** **\n\n**Shares Held by Other Persons**\n\n \n\nHolders of Ordinary Shares\nthat do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If\nany holders of Ordinary Shares are exempt from DWT, but receive distributions subject to DWT, such holders of Ordinary Shares may apply\nfor refunds of such DWT from the Irish Revenue Commissioners.\n\n \n\nDistributions paid in respect\nof Ordinary Shares held through DTC that are owned by a partnership formed under the laws of a Relevant Territory and where all the underlying\npartners are resident in a Relevant Territory will be entitled to exemption from DWT if all of the partners complete the appropriate DWT\nForms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary\nappointed by ADSE Holdco) before the record date for the distribution (or such later date before the distribution payment date as may\nbe notified to the holder of Ordinary Shares by the broker). If any partner is not a resident of a Relevant Territory, no part of the\npartnership’s position is entitled to exemption from DWT.\n\n \n\n**Qualifying Intermediary**\n\n \n\nPrior to paying any distribution,\nADSE Holdco will put in place an agreement with an entity that is recognized by the Irish Revenue Commissioners as a “qualifying\nintermediary,” which will provide for certain arrangements relating to distributions in respect of Ordinary Shares that are held\nthrough DTC, which are referred to as the “Deposited Securities.” The agreement will provide that the qualifying intermediary\nshall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with\nrespect to the Deposited Securities after ADSE Holdco delivers or causes to be delivered to the qualifying intermediary the cash to be\ndistributed.\n\n \n\nADSE Holdco will rely on information\nreceived directly or indirectly from its qualifying intermediary, brokers and its transfer agent in determining where holders of Ordinary\nShares reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms. Holders\nof Ordinary Shares that are required to file DWT Forms in order to receive distributions free of DWT should note that such forms are generally\nvalid, subject to a change in circumstances, until December 31 of the fifth year after the year in which such forms were completed.\n\n** **\n\n**Income Tax on Dividends Paid on Ordinary Shares**\n\n \n\nIrish income tax may arise\nfor certain persons in respect of distributions received from Irish resident companies.\n\n \n\nA Non-Irish Holder that is\nentitled to an exemption from DWT will generally have no Irish income tax or universal social charge liability on a distribution from\nADSE Holdco. A Non-Irish Holder that is not entitled to an exemption from DWT, and therefore is subject to DWT, generally will have no\nadditional Irish income tax liability or liability to universal social charge. The DWT deducted by ADSE Holdco discharges the Irish income\ntax liability and liability to universal social charge.\n\n** **\n\n94\n\n \n\n** **\n\n**Capital Acquisitions Tax (CAT)**\n\n \n\nCAT comprises principally\ngift tax and inheritance tax on property situated in Ireland for CAT purposes or otherwise within the territorial scope of CAT. CAT could\napply to a gift or inheritance of Ordinary Shares and Listed Warrants because Ordinary Shares and Listed Warrants are regarded as property\nsituated in Ireland for CAT purposes. The person who receives the gift or inheritance has primary liability for CAT.\n\n \n\nCAT is currently levied at\na rate of 33% on the value of any taxable gift or inheritance above certain tax-free thresholds. The appropriate tax-free threshold depends\nupon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous taxable gifts and inheritances\nreceived by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT,\nas are gifts to certain charities. Children have a lifetime tax-free threshold of €400,000 in respect of taxable gifts or inheritances\nreceived from their parents. There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable\nvalue of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any\nfuture aggregation. This exemption does not apply to an inheritance.\n\n** **\n\n**THE IRISH TAX CONSIDERATIONS\nSUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY AND ARE NOT INTENDED TO PROVIDE ANY DEFINITIVE TAX REPRESENTATIONS TO HOLDERS. EACH\nSECURITYHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SECURITYHOLDER.**\n\n** **\n\n**10.F. Dividends and Paying Agents**\n\n \n\nADSE Holdco has no current\nplans to pay dividends and does not currently have a paying agent.\n\n \n\n**10.G. Statement by Experts**\n\n \n\nNot Applicable.\n\n \n\n**10.H. Documents on Display**\n\n \n\nWe are subject to certain\nof the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from\nthe rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our principal shareholders\nare exempt from the reporting provisions, and the members of our board of directors, our officers, and our principal shareholders are\nexempt from the “short-swing” profit recovery provisions, that contained in Section 16 of the Exchange Act with respect to\ntheir acquisition and disposition of our Ordinary Shares. In addition, we are not required to file reports and financial statements with\nthe SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required\nto file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also\nfurnish to the SEC, on Form 6-K, unaudited financial information with respect to our first six-month period of our fiscal year. The SEC\nmaintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with\nthe SEC.\n\n \n\n**10.I. Subsidiary Information**\n\n \n\nNot Applicable.\n\n \n\n**10.J. Annual Report**\n\n \n\nNot Applicable.\n\n** **\n\n95"}