{"url_path":"/sec/adsew/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 [RESERVED]**","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":1344,"has_tables":true,"body_markdown":"**ITEM 16. [RESERVED]**\n\n** **\n\n**16.A. Audit Committee and Financial Expert**\n\n \n\nThe board of directors of\nADSE Holdco has determined that Sonja Harms qualifies as an “audit committee financial expert” as defined under rules and\nregulations of the SEC and satisfies the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.\n\n \n\n**16.B. Code of Ethics**\n\n \n\nSee “Item 6.C. Board\nPractices - Code of Business Ethics” of this Annual Report, which is incorporated herein by reference.\n\n  \n\n**16.C. Principal Accountant Fees and Services**\n\n \n\nOur audit committee of the\nboard of directors is required to pre-approve the audit and non-audit services to be performed by our independent registered public accounting\nfirm and associated fees prior to the engagement with respect to such services. Pursuant to this policy, which is designed to assure that\nsuch engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalogue of specific audit\nand non-audit services that may be performed by our independent registered public accounting firm.\n\n \n\n100\n\n \n\n \n\nThe following table presents\nthe aggregate fees billed by BDO AG Wirtschaftsprüfungsgesellschaft, our independent registered public accounting firm, for the fiscal\nyears ended December 31, 2025 and 2024\n\n \n\n  \n12 Months Ended  \n12 Months Ended \n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nBDO AG Wirtschaftsprüfungsgesellschaft \n   \n  \n\nAudit Fees \n€890,084 \n€774,838\n\nAudit-Related Fees \n -  \n - \n\nTax Fees \n -  \n - \n\nAll Other Fees \n -  \n - \n\nTotal \n€890,084 \n€774,838\n\n \n\nIn 2025 and 2024, audit\nfees relate to the audits of the consolidated financial statements of ADSE, the review of documents filed with the SEC and statutory\naudit of ADSE HoldCo. None of the fees paid were approved pursuant to the de minimis exception.\n\n \n\n**16.D. Exemptions from the Listing Standards for Audit Committees**\n\n \n\nNot Applicable.\n\n \n\n**16.E. Purchases of Equity Securities by the Issuer and Affiliated\nPurchasers**\n\n \n\nNone.\n\n \n\n**16.F. Changes in Registrant’s Certifying Accountant** \n\n \n\nNot Applicable.\n\n \n\n**16.G. Corporate Governance**\n\n \n\nWe are a “foreign private\nissuer” (as such term is defined in Rule 3b-4 under the Exchange Act) and our ordinary shares and warrants are listed on Nasdaq.\nThe Nasdaq Listing Rules allow foreign private issuers, such as us, to follow home country corporate governance practices (in our case\nIrish) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In order to rely on this exception, we are required\nto disclose each Nasdaq Listing Rule that we do not follow and describe the home country practice we do follow in lieu thereof.\n\n \n\nPursuant to Nasdaq Listing\nRule 5615(a)(3), we have elected to follow certain Irish practices consistent with the requirements of the Irish law in lieu of the requirements\nof Nasdaq Listing Rules 5635(b), which generally requires stockholder approval for the issuance of securities when such issuance\nwill result in a change of control, and 5635(d), which generally requires shareholder approval prior to the issuance of securities in\na transaction (other than a public offering) involving the sale or potential issuance of 20% or more of a company’s outstanding\nordinary shares or voting power at a price below the minimum price specified in the rule.\n\n \n\nThe shareholder approval requirements\nset forth in Nasdaq Listing Rules 5635(b) and 5635(d) are different than those required pursuant to the Irish law as a result of\nour M&A, which does not require that shareholders approve such transactions. We intend to comply with the Irish law in lieu of the\nrequirements set forth in Nasdaq Listing Rules 5635(b) and 5635(d).\n\n \n\nOther than the home country\npractice described above, we are not aware of any significant ways in which our corporate governance practices differ from those followed\nby U.S. domestic companies under the Nasdaq Listing Rules.\n\n \n\n**16.H. Mine Safety Disclosure**\n\n \n\nNot Applicable.\n\n \n\n**16.I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections**\n\n \n\nNot Applicable.\n\n \n\n101\n\n \n\n \n\n**16J. Insider Trading Policies**\n\n \n\nWe have adopted insider trading\npolicies and procedures governing the purchase, sale or other disposition of the Company’s securities by the Company’s directors,\nofficers and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations.\nA copy of our insider trading policy is filed as an exhibit to this Annual Report.\n\n \n\n**16K. Cybersecurity**\n\n** **\n\n*Cybersecurity Risk Management\nand Strategy*\n\n* *\n\nWe are developing an enterprise-wide\ncybersecurity program as part of our GRC initiative, as described in Item 15 of this Annual Report on Form 20-F, to identify, protect,\ndetect, respond to and manage reasonably foreseeable cybersecurity risks and threats. The cybersecurity program includes the maintenance\nof a central asset inventory, a threat catalogue dedicated to cyber risks, and a standard control catalogue to be implemented for our\ninformation systems. Additionally, we utilize various security tools that help prevent, identify, escalate, investigate, resolve, and\nrecover from identified vulnerabilities and security incidents in a reasonably timely manner. These include, but are not limited to, internal\nreporting and tools for monitoring and detecting cybersecurity threats. We work with our third-party IT service provider, ads-tec Administration\nGmbH (the “IT Service Provider”), on the concept, design and implementation of higher reporting requirements. We also use\nsecurity tools to help identify, assess, mitigate, and remediate cybersecurity threats; however, we cannot guarantee that any third-party\ntools that we utilize will be successful in all circumstances, and whether such tools are appropriate for their level of risk.\n\n \n\nWe initiated the assessment\nand evaluation of risks associated with technology and cybersecurity threats, and the IT Service Provider will monitor our information\nsystems for potential weaknesses and vulnerabilities. The IT Service Provider reviews and tests our information technology system on an\nas-needed basis (and at least on an annual basis) and also utilizes internal team personnel to evaluate and assess the efficacy of our\ninformation technology system and enhance our controls and procedures. The results of these assessments will be reported to our Audit\nCommittee in the future and, from time to time with our Board of Directors.\n\n \n\nThe IT Service Provider\nreports to the Director GRC and Corporate Projects any directed and non-directed attacks such as viruses and malware that can lead to\ninterruptions and delays in the sale and service of our general business operations, as well as loss, misuse of data, or theft of intellectual\nproperty, confidential information, and personal information (of third parties, employees, providers, and end consumers). However, as\nof the date of this report, these incidents have not had a material impact on our systems or business operations. Any significant disruption\nto our business operations or access to our systems could lead to a decline in operational effectiveness and adversely affect our business\nand results of operation. In addition, a penetration of our systems or a third party’s systems or other misappropriation or misuse\nof personal information could subject us to business, regulatory, litigation, and reputation risk, which could have a negative effect\non our business, financial condition, and results of operations.\n\n \n\n*Cybersecurity Governance*\n\n* *\n\nOur Board of Directors considers\ncybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other\ninformation technology risks. The Audit Committee oversees management’s implementation and enhancement plans of our cybersecurity\nprogram.\n\n \n\nManagement participates in\ndiscussions and updates the Audit Committee, as necessary, regarding any material cybersecurity incident as well as incidents with lesser\npotential impact. The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.\nThe full Board of Directors also receives briefings from management on our cyber risk program on an as-needed basis.\n\n \n\nOur management team is responsible\nfor assessing and managing our material risks from cybersecurity threats. The team and team personnel who support our information security\nprogram has primary responsibility for our overall cybersecurity program and supervises both our internal cybersecurity personnel and\nour retained external cybersecurity third party consultants. In addition, our team supervises efforts to prevent, detect, mitigate, and\nremediate cybersecurity risks and incidents through various means, which may include trainings, testing and briefings of internal personnel,\nthreat intelligence and other information obtained from governmental, public or private sources, including external vendors and consultants\nengaged by us or the IT Service Provider and alerts and reports produced by security tools deployed in the IT environment.\n\n \n\n102\n\n \n\n** **\n\n**PART III**"}