As filed with the Securities and Exchange Commission on July 21, 2023
Registration Statement No. 333-262281
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to NO. 2 to
FORM F-1 ON FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
| Ireland | 3790 | N/A | ||
| (Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
+353 1 920 1000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
ADS-TEC ENERGY, INC.
5343 Paylor Lane, Ste 200
Sarasota, FL 34202
(941) 358-7445
Attn: Salina Love
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Michael S. Lee, Esq. Lynwood E. Reinhardt, Esq. |
Connor Manning, Esq. Arthur Cox LLP Ten Earlsfort Terrace Dublin 2, D02 T380 Ireland Telephone: +353 1 920 1040 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B)
of the Securities Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
ADS-TEC Energy PLC (the “Company”) previously filed a Registration Statement on Form F-1 (File No. 333-262281) (as amended, the “F-1 Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 2, 2022. This Amendment No. 1 to Post-Effective Amendment No. 2 (“Post-Effective Amendment) to the F-1 Registration Statement is being filed to correct certain errors in the exhibits in the Exhibit Index of the Post-Effective Amendment.
Except as described above, no other changes have been made to the Post-Effective Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 9. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibits filed as part of this registration statement are listed in the index to exhibits immediately preceding the signature page to this registration statement, which index to exhibits is incorporated herein by reference.
(b) Financial Statement Schedules
No financial statement schedules are provided because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
EXHIBIT INDEX
II-1
| * | Filed herewith |
| ** | Previously Filed |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Nürtingen, Germany on the 21st day of July, 2023.
| ads-tec energy PLC | ||
| By: | /s/ Thomas Speidel | |
| Name: | Thomas Speidel | |
| Title: | Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | |||
| By: | /s/ Thomas Speidel | Chief Executive Officer and Director | July 21, 2023 | ||
| Thomas Speidel | (Principal Executive Officer) | ||||
| By: | /s/ Wolfgang Breme | Chief Financial Officer | July 21, 2023 | ||
| Wolfgang Breme | (Principal Financial Officer) | ||||
| By: | /s/ Joseph Brancato | Director | July 21, 2023 | ||
| Joseph Brancato | |||||
| By: | /s/ Bazmi Husain | Director | July 21, 2023 | ||
| Bazmi Husain | |||||
| By: | /s/ Kurt Lauk | Director | July 21, 2023 | ||
| Kurt Lauk, PhD | |||||
| By: | /s/ Salina Love | Director | July 21, 2023 | ||
| Salina Love | |||||
| By: | /s/ K.R. Kent | Director | July 21, 2023 | ||
| K.R. Kent | |||||
II-3
AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of ads-tec energy PLC has signed this registration statement or amendment thereto in Sarasota, Florida, on the 21st day of July, 2023.
| By: | /s/ Salina Love | ||
| Name: | Salina Love | ||
| Title: | Authorized Representative | ||
II-4