{"url_path":"/sec/adsew/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","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":3474,"has_tables":true,"body_markdown":"** **\n\n**ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n** **\n\n**7.A. Major Shareholders**\n\n \n\nThe following table sets forth\ninformation regarding the beneficial ownership based on 72,002,051 Ordinary Shares, and 80,247 treasury shares, par value $0.0001 per\nshare, outstanding as of May 11, 2026, based on information obtained from the persons named below, with respect to the beneficial ownership\nof our shares by:\n\n \n\n \n●\neach person known by us to be the beneficial owner of more than 5% of the combined voting power of our outstanding Ordinary Shares;\n\n \n\n \n●\neach of our officers and directors; and\n\n \n\n \n●\nall our officers and directors as a group.\n\n \n\n77\n\n \n\n \n\nBeneficial ownership is determined\naccording to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses\nsole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable\nwithin 60 days of May 11, 2026. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment\npower with respect to all ordinary shares beneficially owned by them.\n\n \n\n**Name and Address of Beneficial Owner (1)** \n**Ordinary Shares**  \n  **% of Outstanding Ordinary Shares**   \n\nOfficers and Directors \n   \n  \n\nJoseph Brancato(2) \n 22,165  \n *%\n\nKurt Lauk(3) \n 62,708  \n *%\n\nSonja Harms(4) \n 11,541  \n  * %\n\nThomas Speidel(5) \n 19,453,707  \n 27.0%\n\nSebastian Schypulla(6) \n 87,687  \n  *%\n\nMichael Rudloff(7) \n 46,866  \n *%\n\nChristoph Fehrenbacher \n -  \n - \n\nAlwin Epple(8) \n 2,210  \n *%\n\nAndreas Fabritius(9) \n 4,449  \n *%\n\nAll (9 individuals) \n **19,691,333**** **** **\n** ****27.3****%**\n\nGreater than 5% Shareholders \n    \n   \n\nADSH(10) \n 18,820,882  \n 26.1%\n\nRobert Bosch GmbH(11) \n 10,462,451  \n 14.5%\n\nBosch Thermotechnik GmbH(12) \n 8,062,451  \n 11.2%\n\nMirabella Financial Services LLP (13) \n 18,169,949  \n 25.2%\n\nLucerne Capital Management LP(14) \n 12.662.214  \n 17.6%\n\n \n\n*\nLess than 1 percent\n\n \n\n(1)\nUnless otherwise indicated, the business address of each of the individuals is c/o ADS-TEC ENERGY PLC, 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland.\n\n \n\n(2)\nConsists of 22,165 Ordinary Shares issued pursuant to ADSE Holdco’s equity incentive plan, net of tax withholdings.\n\n  \n\n(3)\nConsists of (i) 10,000 Ordinary Shares purchased in open market transactions held by Globe CP GmbH, (ii) 37,500 Non-Qualified Stock Options issued pursuant to the Incentive Plan, and (iii) 15,208 Ordinary Shares issued pursuant to the Incentive Plan, net of tax withholdings.\n\n \n\n(4)\nConsists of 11,541 Ordinary Shares issued pursuant to the Incentive Plan, net of tax withholdings.\n\n \n\n(5)\nConsists of (i) 18,020,882 Ordinary Shares,  (ii) 600,000 Ordinary Shares issuable upon exercise of the August 2024 Warrants, (iii) 125,176 Ordinary Shares held directly by Mr. Speidel issued pursuant to the Incentive Plan, net of tax withholdings, and issued upon the exercise of 26,667 warrants and (iv) 507,649 non-qualified stock options issued to Mr. Speidel pursuant to the Incentive Plan. Mr. Thomas Speidel, the chief executive officer (or its equivalent role in a German company) of ADSE Holdco, has a majority of the voting power in the capital stock of ADSH, a private German corporation. As such, Mr. Speidel may be deemed to have beneficial ownership of the securities held directly by ADSH. Mr. Speidel disclaims beneficial ownership of any securities held by ADSH other than to the extent of his pecuniary interests therein, directly or indirectly.\n\n \n\n(6)\nConsists of (i) 2,053 Ordinary Shares issued pursuant to the Incentive Plan, net of tax withholdings and (ii) 85,634 non-qualified stock options issued pursuant to the Incentive Plan.\n\n \n \n\n(7)\nConsists of (i) 10,294 Ordinary Shares issued pursuant to the Incentive Plan, net of tax withholdings and (ii) 36,572 non-qualified stock options issued pursuant to the Incentive Plan.\n\n \n \n\n(8)\nConsists of 2,210 Ordinary Shares issued pursuant to the Incentive Plan, net of tax withholdings.\n\n \n \n\n(9)\nConsists of 4,449 Ordinary Shares issued pursuant to the Incentive Plan, net of tax withholdings.\n\n \n\n78\n\n \n\n \n\n(10)\nConsists of (i) 18,020,882 Ordinary Shares and (ii) 600.000 Ordinary Shares issuable upon the exercise of the August 2024 Warrants. The business address of ADSH is Heinrich-Hertz-Str. 1, 72622 Nürtingen, Germany. Mr. Thomas Speidel, the chief executive officer (or its equivalent role in a German company) of ADSE Holdco, has a majority of the voting power in the capital stock of ADSH, a private German corporation.\n\n \n \n\n(11)\nConsists of (i) 8,062,451 Ordinary Shares issued to Bosch Thermotechnik GmbH and (ii) 2,400,000 Ordinary Shares issued to Robert Bosch GmbH. Bosch Thermotechnik GmbH is 100% owned by Robert Bosch GmbH. Robert Bosch Industrietreuhand KG (equivalent to an LP) has a 93% voting interest in Robert Bosch GmbH (CEO: Stefan Hartung). Robert Bosch Industrietreuhand KG has two general partners: Stefan Asenkerschbaumer and Eberhard Veit who share voting and investment power. The business address of Robert Bosch GmbH is Junkersstraße 20-24, 73249 Wernau (Neckar), Germany.\n\n \n \n\n(12)\nConsists of 8,062,451 Ordinary Shares issued to Bosch Thermotechnik GmbH. Bosch Thermotechnik GmbH is 100% owned by Robert Bosch GmbH. Robert Bosch Industrietreuhand KG (equivalent to an LP) has a 93% voting interest in Robert Bosch GmbH (CEO: Stefan Hartung). Robert Bosch Industrietreuhand KG has two general partners: Stefan Asenkerschbaumer and Eberhard Veit who share voting and investment power. The business address of Bosch Thermotechnik GmbH is Junkersstraße 20-24, 73249 Wernau (Neckar), Germany.\n\n \n\n(13)\n\nAccording to Schedule 13G filed with the SEC by Mirabella Financial\nServices LLP on May 12, 2025. The shares are reported on behalf of Svelland Global Trading Master Fund Limited, Compass Offshore HTV PCC\nLimited and Compass HTV LLC for which Mirabella Financial Services LLP acts as the Investment Manager. Mirabella has discretion to procedure\nthe exercise of voting and dispositive power over the shares.\n\n \n \n\n(14)\nAccording to Schedule 13D\nfiled with the SEC by Lucerne Capital Management L.P. on July 9, 2025.\n\n \nOn April 16, 2026 Lucerne\nMaster Fund received 5.103.390 Ordinary Shares and Lucerne Special Opportunity Fund received 66.666 Ordinary Shares following the exercise\nof certain warrants. On May 8, 2026 certain related parties to Lucerne Capital Management L.P. received 2.324.000 Ordinary Shares following\nthe exercise of rights granted pursuant to certain subscription agreements.\n\n** **\n\n**Registered Holders**\n\n \n\nBased on a review of the information\nprovided to us by our transfer agent, as of May 11, 2026, we had 32 shareholders of record of our Ordinary Shares. We estimate that as\nof May 11, 2026, approximately 54.6 % of our outstanding ordinary shares are held by 16 U.S. record holders. The actual number of shareholders\nis greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street\nname by brokers and other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust\nor by other entities.\n\n** **\n\n**7.B. Related Party Transactions**\n\n \n\nThe following is a description\nof certain related party transactions we have entered into since January 1, 2025 with any of our executive officers, directors or their\naffiliates and holders of more than 10% of any class of our voting securities in the aggregate, which we refer to as related parties,\nother than compensation arrangements which are described under “Item 6. Directors, Senior Management and Employees.”\n\n \n\nIn addition, the Company enters into intercompany agreements with its\nsubsidiaries in the ordinary course of business. These agreements primarily relate to the provision of administrative, operational and\nsupport services, including finance and accounting, legal and tax consulting, compliance and risk, investor relations, human resources\nand information technology. Such services are generally provided under agreements that allocate costs on an arm’s length basis.\nThe Company does not present these transactions as related party transactions to the extent they are entered into in the ordinary course\nof business and are eliminated on consolidation.\n\n \n\n79\n\n \n\n* *\n\n***Services Agreements***\n\n* *\n\n*Transactions with Affiliated Companies*\n\n* *\n\nADSE GM receives certain\nadministrative and support services from affiliates of ADSH pursuant to service arrangements entered into in the ordinary course of business.\nADSE GM’s services arrangements with its affiliates are provided under services contracts and ADSE GM is invoiced on a regular\nbasis for the cost of the services provided.\n\n \n\nADSE GM pays administrative\nservices fees to ads-tec Administration GmbH, an affiliate of ADSH, for finance, human resources, marketing, purchasing indirect material\nand general administration services and in the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025 incurred\nEUR 2.7 million, EUR 3.5 million and EUR 3.4 million, respectively, in such fees.\n\n \n\nADSE GM also paid EUR 0.2\nmillion in the fiscal year ended December 31, 2023, EUR 0.1 million in the fiscal year ended December 31, 2024 and kEUR 48 in the fiscal\nyear ended December 31, 2025 in development fees to ads-tec Industrial IT GmbH. ADSE GM also paid rent of EUR 0.3 million in fiscal year\nended December 31, 2023, EUR 0.4 million in fiscal year ended December 31, 2024 and EUR 0.4 million in fiscal year ended December 31,\n2025 to ads-tec Immobilien GmbH & Co. KG.\n\n \n\n*Transactions with Other Shareholders*\n\n* *\n\nBosch Thermotechnik GmbH,\nRobert Bosch GmbH and their affiliates and ADSE GM have supply and service arrangements with respect to which Bosch Thermotechnik GmbH,\nRobert Bosch GmbH and their affiliates provide products and services to ADSE GM, mainly relating to engineering, power electronics, software\nand systems development, project management, supplier management and quality management services. The contracts currently consist of paid\none-time fees of approximately EUR 0 in 2025, EUR 0.1 million in 2024 and 0.7 million in 2023 and a variable annual fee of EUR 0.2 million\neach year.\n\n \n\n*Transactions with Associated Companies*\n\n \n\nIn 2025, ADSE recognized revenue\nof approximately EUR 0.5 million from services and the sale of battery storage products to Elicom, a subsidiary of Polar EV Charge &\nStorage AB, which was an associate of ADSE until October 24, 2025.** **\n\n \n\n80\n\n \n\n \n\n**Financing Arrangements**\n\n \n\n*May 2023 Promissory Notes*\n\n* *\n\nOn May 5, 2023, ADSE US issued\nthe May 2023 Promissory Notes to multiple shareholders amounting to a total of kUSD 12,875, thereof kUSD 7,100 was originally due on June\n30, 2024 and kUSD 5,775 was originally due on December 22, 2023. The May 2023 Promissory Notes had an interest rate of 10% per annum on\nthe unpaid and actually drawn principal. In addition, the lenders of the May 2023 Promissory Notes received the May 2023 Warrants, which\nare redeemable warrants representing the right to purchase 1,716,667 Ordinary Shares, at an exercise price of $3.00 per Ordinary Share.\nThe lenders of the May 2023 Promissory Notes included entities and individuals affiliated with Lucerne Capital Management LP, entities\naffiliated with UFO HOLDING AS, an entity formed under the laws of Norway, and the following parties related to the Company: Thomas Speidel,\nthe Chief Executive Officer of the Company, Wolfgang Breme, the Chief Financial Officer of the Company at that time, and ADSH. In December\n2023, a portion of kUSD 775 was repaid. The May 2023 Promissory Notes were fully repaid in 2024. On April 30, 2025, the May 2023 Warrants\nwere amended and restated, pursuant to which the exercise period was extended from 5:00 p.m. Eastern Time on May 5, 2025 until 5:00 p.m.,\nEastern Time, on August 31, 2025. The May 2023 Warrants were exercised on various dates until August 31, 2025.\n\n* *\n\n*August 2023 Promissory Notes*\n\n \n\nOn August 18, 2023, ADSE US\nissued secured promissory notes to entities and individuals affiliated with Lucerne Capital Management LP (the “August 2023 Lenders”)\nwith an aggregate principal amount of kUSD 15,000 due on July 31, 2024. On each of August 26, 2024 and April 30, 2025, such promissory\nnotes were amended and restated (as amended and restated, the “A&R August 2023 Promissory Notes”) to extend the maturity\ndate from July 31, 2024 to August 31, 2025, and then from August 31, 2025 to August 31, 2026. The A&R August 2023 Promissory Notes\ncan be drawn by ADSE as required. As of December 31, 2025, ADSE had not drawn any of these tranches. The shareholder loans have an interest\nrate of 10% per annum on the unpaid and actually drawn principal. In connection with the convertible note financing entered into on May\n1, 2025, the security interests securing the A&R August 2023 Promissory Notes were released.\n\n \n\nIn addition, the August 2023\nLenders received redeemable warrants representing the right to purchase 3,500,001 Ordinary Shares, at an exercise price of $6.20 per Ordinary\nShare pursuant to certain warrant agreements, dated August 18, 2023 (the “August 2023 Warrants”). On August 26, 2024, the\nAugust 2023 Warrants were amended and restated, pursuant to which the exercise period was extended from 5:00 p.m. Eastern Time on August\n26, 2024 until 5:00 p.m., Eastern Time, on August 26, 2026. Furthermore, as partial consideration for the extension of the August 2024\nPromissory Notes (as defined below), the August 2023 Lenders whose tranches were drawn at the date of the extension received warrants\nto purchase an additional 500,000 Ordinary Shares, which warrants have the same terms as the August 2023 Warrants (the “Additional\nAugust 2023 Warrants”). As of December 31, 2025, the aggregate of 3,500,001 of the August 2023 Warrants and 500,000 of the Additional\nAugust 2023 Warrants were issued and exercisable.\n\n \n\n*August 2024 Promissory Notes*\n\n \n\nOn August 26, 2024, ADSE US\nissued secured promissory notes to entities and individuals affiliated with Lucerne Capital Management LP (the “August 2024 Lenders”)\nwith an aggregate principal amount of kUSD 15,000 originally due on August 31, 2025. On April 30, 2025, such promissory notes were amended\nand restated to extend their maturity date from August 31, 2025 to August 31, 2026 (the promissory notes as amended and restated, the\n“Lucerne 2024 Promissory Notes”).\n\n \n\nOn August 26, 2024, ADSE GM\nissued a secured promissory note with a principal amount of kUSD 3,000 to ADSH, with the promissory note having an original maturity date\nof August 31, 2025 (the “Intercompany 2024 Promissory Note” and together with the Lucerne 2024 Promissory Notes, the “2024\nPromissory Notes”). On November 15, 2025 and March 31, 2026, the Intercompany 2024 Promissory Note was amended and restated to extend\nthe maturity date to March 31, 2026 resp. April 30, 2026.\n\n \n\nThe 2024 Promissory Notes\nbear interest at a rate of 10% per annum on the unpaid and actually drawn principal. As of December 31, 2025, ADSE had drawn tranches\nin the amount of kUSD 2,580. In connection with the convertible note financing entered into on May 1, 2025, the security interests securing\nthe 2024 Promissory Notes were released.\n\n \n\n81\n\n \n\n \n\nIn addition, the August 2024\nLenders received the August 2024 Warrants, which are redeemable warrants representing the right to purchase 4,800,002 Ordinary Shares,\nat an exercise price of $6.20 per Ordinary Share pursuant to certain form of warrant, dated August 26, 2024. Each August 2024 Warrant\nis exercisable, in whole or in part, from August 26, 2025 until 5:00 p.m., Eastern Time, on August 26, 2026.\n\n \n\nAs of April 30, 2026, 800.000\nwarrants issued to ADSH remain issued and exercisable.\n\n \n\n*May 2026 Promissory Note*\n\n* *\n\nOn May 14, 2026, ADSE US\nissued an amendment to one of the Lucerne 2024 Promissory Notes with original principal amount of kUSD 7.500. The amendment restates\nand substitutes the amendment dated as of April 30, 2025 of the note and increases the principal commitment to kUSD 25.000 with\nmaturity date as of July 31, 2027. It confirms that the note is structured as a revolving credit facility under which amounts\nmay be borrowed, repaid and reborrowed. The amended note bears interest of 11 % per annum on the unpaid principal amount of loans\nactually outstanding.\n\n \n\n*Lucerne Warrants*\n\n \n\nOn April 9, 2026, the Company\nissued a Warrant Adjustment Notice (the “Warrant Adjustment Notice”) to The Lucerne Capital Master Fund, L.P. (“Lucerne\nMaster Fund”) and The Lucerne Capital Special Opportunity Fund, Ltd. (“Lucerne Special Opportunity Fund”, and together\nwith Lucerne Master Fund, “Lucerne”), pursuant to Section 3(a) and 3(b) of those certain amended and restated warrants to\npurchase up to an aggregate of 5,172,045 ordinary shares of the Company, nominal value $0.0001 per share (the “Ordinary Shares”),\neach dated as of August 26, 2024 (collectively, the “Lucerne Warrants”). Pursuant to the Warrant Adjustment Notice, the exercise\nprice of each Lucerne Warrant was adjusted from $6.20 per share to $1.00 per share.\n\n \n\nOn April 10, 2026, Lucerne\nMaster Fund delivered an Amended Warrant Exercise Notice to the Company exercising 5,105,379 Lucerne Warrants at an exercise price of\n$1.00 per share, for an aggregate exercise price of $5,105,379. On April 15, 2026, Lucerne Special Opportunity Fund delivered an Amended\nWarrant Exercise Notice to the Company exercising 66,666 Lucerne Warrants at an exercise price of $1.00 per share, for an aggregate exercise\nprice of $66,666. The Company received payment of the aggregate subscription price in cleared funds on April 14, 2026 and April 16, 2026,\nrespectively. The Company issued an aggregate of 5,172,045 Ordinary Shares to Lucerne in connection with the exercise of the Lucerne Warrants,\nconsisting of 5,105,379 Ordinary Shares to Lucerne Master Fund and 66,666 Ordinary Shares to Lucerne Special Opportunity Fund. The Company\nintends to use the net proceeds from any exercise of the Lucerne Warrants to cancel certain of the Ayrton/Anson Warrants previously acquired\nby Lucerne Master Fund.\n\n \n\nThe Ordinary Shares issued\nupon exercise of the Lucerne Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities\nAct of 1933, as amended (the “Securities Act”), based on representations made by each exercising holder that it is an accredited\ninvestor as defined in Rule 501 of Regulation D promulgated thereunder.\n\n \n\n*December 2025 Promissory Note*\n\n \n\nOn December 15, 2025, ADSE\nissued unsecured promissory notes to Svelland Global Trading Master Fund with an aggregate principal amount of EUR 5 million due on June\n30, 2026 (the “December 2025 Promissory Note”). On February 25, 2026 the promissory note was amended and restated to increase\nthe amount to EUR 12.5 million. The note bears interest at a rate of 10% per annum on the unpaid and actually drawn principal until February\n25, 2026. After that date, interest increased to 15% per annum. As of December 31, 2025, ADSE had drawn the note in the amount of EUR\n2.7 million. On May 14, 2026 ADSE issued a further amendment increasing the total amount to kEUR 32.500 and interest to 16% per annum.\nThe amended note has a maturity date as of July 31, 2027 and can be drawn following written notices to the lender in line with ADSE business\nneeds.\n\n \n\n82\n\n \n\n \n\n*Subscription Agreements*\n\n \n\nOn May 8, 2026, the Company\nentered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors, pursuant to which\nthe Company agreed to issue non-transferable rights to subscribe for up to an aggregate of 6,324,000 Ordinary Shares at an exercise price\nof $1.00 per Ordinary Share, subject to the terms and conditions set forth therein, in connection with the Company’s efforts to\nsimplify its capital structure. On the same date, the investors exercised such rights in full, and 6,324,000 Ordinary Shares were issued\nand delivered to the investors.\n\n \n\nThe Ordinary Shares have\nnot been registered under the Securities Act, or any applicable state securities laws, and were offered and sold in transactions exempt\nfrom the registration requirements of the Securities Act, including in offshore transactions in reliance on Regulation S promulgated under\nthe Securities Act and in transactions not involving a public offering in reliance on Section 4(a)(2) of the Securities Act. The Company\nreceived gross proceeds of approximately $6.3 million from the issuance of Ordinary Shares pursuant to the subscription agreements. The\nCompany intends to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, and other\nbusiness investments.\n\n \n\nAdditionally, in connection\nwith the Subscription Agreements, the Company will enter into a registration rights agreement with certain investors (the “Registration\nRights Agreement”), pursuant to which the Company will agree to provide customary resale shelf registration rights with respect\nto the Registrable Securities held by such investors, including, subject to certain thresholds and conditions, the right to request underwritten\nshelf takedowns and block trades. The Company also agreed to bear the registration expenses and granted customary indemnification, contribution,\nsuspension and related procedural rights and obligations under the agreement.\n\n \n\n**Indemnification Agreements**\n\n** **\n\nOur Memorandum and Articles\nof Association provide for certain indemnification rights for our directors and executive officers, and we have entered into separate\nindemnification agreements with our directors and executive officers. These agreements, among other things, require ADSE Holdco and ADSE\nGM to jointly and severally indemnify ADSE Holdco’s directors and executive officers as well as ADSE GM’s directors and executive\nofficers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such director\nor executive officer in any action or proceeding arising out of their services as one of ADSE Holdco’s or ADSE GM’s directors\nor executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at\nADSE Holdco’s or ADSE GM’s request. ADSE GM believes that these charter provisions and indemnification agreements are necessary\nto attract and retain qualified persons as directors and officers.\n\n** **\n\n**7.C. Interests of Experts and Counsel**\n\n \n\nNot Applicable."}