ADSEW ADD TEC Energy PLC

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2024

 

Commission file number: 001-41188

 

ADS-TEC Energy Public Limited Company

(Translation of registrant’s name into English)

 

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒    Form 40-F ☐

 

 

 

CONTENTS

 

Succession of Wolfgang Breme as Chief Financial Officer

 

On October 15, 2024, ads-tec Energy PLC’s (the “Company”) announced that the planned Chief Financial Officer transition, originally set for 2025 in line with the Company’s strategic succession plan, was accelerated. As a result, the board of directors of the Company (the “Board”) received a letter of resignation from Mr. Breme, as Chief Financial Officer of the Company, effective as of October 14, 2024. Mr. Breme’s resignation was not as a result of any disagreement with the Company relating to its operations, policies or practices.

 

The Board hereby extends its sincere appreciation for Mr. Breme’s contributions to the Company and wish him continued success in his future endeavors.

 

Appointment of Stefan Berndt-von Bülow

 

On October 14, 2024, the Board appointed Stefan Berndt-von Bülow, age 49, as Chief Financial Officer, effective immediately.

 

From September 2020 until August 2024, Mr. Berndt-von Bülow served as Chief Financial Officer of Mynaric AG, a Nasdaq-listed company headquartered in Germany. Mr. Berndt-von Bülow began his professional career in 2002 at LKC Kemper, Czarske, v. Gronau, Berz auditors, lawyers, tax consultants (“LKC”). At LKC, Mr. Berndt-von Bülow’s focused on the independent preparation and examination of end-of-year accounts, preparation of tax returns and supervision of company audits. In 2008, Mr. Berndt-von Bülow joined SHS VIVEON AG as the head of accounting and investor relations and was the director of its subsidiary SHS VIVEON GmbH until 2017. At SHS VIVEON AG, Mr. Berndt- von Bülow oversaw the implementation of capital measures and the supervision of merger and acquisitions. In 2017, he joined G&D Currency Technology as head of finance and accounting, where he was responsible for the balance sheet preparation for the G&D Currency Technology group and arranging a multi-million-dollar financing until the end of 2018. Mr. Berndt-von Bülow joined Mynaric AG at the end of 2018 as head of finance before being appointed as Chief Financial Officer in September 2020. Mr. Berndt-von Bülow graduated from the University of Munich and holds a degree in Business Administration (Dipl.-Kaufmann).

 

There are no arrangements or understandings between Mr. Berndt-von Bülow and any other person pursuant to which Mr. Berndt-von Bülow was appointed as Chief Financial Officer of the Company. In addition, there is no family relationship between Mr. Berndt-von Bülow and any director or executive officer of the Company.

 

In connection with Mr. Berndt-von Bülow service as Chief Financial Officer, the Company has agreed to pay Mr. Berndt-von Bülow (i) an annual base salary in the amount of €300,000, (ii) a discretionary annual bonus of up to €150,000 and such additional discretionary bonuses as may be approved by the Board from time to time, in each case based on the achievement of certain performance indicators as determined and approved by the Board, and (iii) eligibility to receive equity awards under the Company’s Omnibus Incentive Plan, at the sole discretion of the Board.

 

Additionally, the Company issued a press release on October 15, 2024, announcing Mr. Berndt-von Bülow’s appointment. A copy of that press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

 

Incorporation by Reference

 

The information furnished in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-262281 and 333-276788) and Form S-8 (File No. 333-263153). 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Company’s Form 20-F (SEC File No. 001-41188) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2024 and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based. 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated October 15, 2024

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: October 18, 2024	ADS-TEC ENERGY PLC
	By:	/s/ Stefan Berndt-von Bülow
		Name:	Stefan Berndt-von Bülow
		Title:	Chief Financial Officer

 

 

3

 

Exhibit 99.1

 

ADS-TEC Energy Announces CFO Transition as Part of Planned Organizational Development

 

Nürtingen, Germany, October 15th, 2024 – ADS-TEC Energy is moving forward with its planned organizational evolution. Over the past few years, Mr. Wolfgang Breme has played a pivotal role as Chief Financial Officer (CFO), particularly in establishing the company's presence within capital markets. His extensive experience with publicly listed companies has been instrumental in guiding the company during its early years as a NASDAQ-listed entity. The Board of Directors and Management Board extend their sincere gratitude to Mr. Breme for his significant contributions and wish him continued success in his future endeavors.

 

In line with its strategic succession plan, ADS-TEC Energy is pleased to announce that the planned CFO transition, originally set for 2025, has been accelerated. Mr. Stefan Berndt-von Bülow will assume the role of CFO for ADS-TEC Energy PLC and its subsidiaries, effective October 14, 2024. Mr. Berndt-von Bülow brings extensive experience as a CFO, with a strong background in high-tech product portfolios, growth-oriented organizations, and capital markets. His expertise positions him well to support ADS-TEC Energy’s next phase of development and growth.

 

About ADS-TEC Energy

 

ADS-TEC Energy plc, a public limited company incorporated in Ireland and publicly listed on NASDAQ (“ADS-TEC Energy”), serves as a holding company for ads-tec Energy GmbH, our operating company incorporated in Germany (“ADSE GM”) and ads-tec Energy Inc., a US subsidiary of ads-tec Energy GmbH (“ADSE US” and together with ADS-TEC Energy and ADSE GM, “ADSE”). Based on more than ten years of experience with lithium-ion technologies, ADS-TEC Energy develops and manufactures battery storage solutions and fast charging systems including their energy management systems. Its battery-based, fast charging technology enables electric vehicles to ultrafast charge even on low powered grids and features a very compact design. It was most recently nominated by the President of the Federal Republic of Germany for the German Future Prize and elevated to the “Circle of Excellence” in 2022. The high quality and functionality of the battery systems are due to a particularly high depth of development and in-house production. With its advanced system platforms, ADS-TEC Energy is a valuable partner for automotive, OEMs, utility companies and charge-operators.

 

More information: www.ads-tec-energy.com

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements regarding our financial outlook for 2024, our expectations with respect to future performance and the anticipated timing of certain commercial activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the geopolitical events including the Russian invasion of Ukraine; macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy; our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales to a limited number of customers for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; changes to battery energy storage standards; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2024, which is available on our website at https://www.ads-tec-energy.com/en/company/invest and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

 

Media Contact:

 

For ADS-TEC Energy –International

 

Dennis Mueller

SVP Product Marketing & Communication

press@ads-tec-energy.com

 

For ADS-TEC Energy – US

 

Stephannie Depa

Breakaway Communications

+1 530-864-0136

sdepa@breakawaycom.com

 

 

 

 

 

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