Ads-Tec Energy PLC美股招股说明书(2026-07-28版)

Up to 27,493,949 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling securityholders identified in this prospectus ortheir permitted transferees (the “selling securityholders”) of up to 27,493,949 Ordinary Shares, consisting of (i) 6,324,000 of ourordinary shares, nominal value US$0.0001 per share (“Ordinary Shares”) issued on May 8, 2026 pursuant to certain subscriptionagreements, dated May 8, 2026 (the “May 8 Subscription Agreements”), with an exercise price of $1.00 per share (the “May 8Subscription Shares”), (ii) 3,000,000 of our Ordinary Shares issued on June 5, 2026 pursuant to the subscription agreement, dated May28, 2026 (the “May 28 Subscription Agreement”), with an exercise price of $1.00 per share (the “May 28 Subscription Shares”)(collectively with the May 8 Subscription Shares, the “Subscription Shares”), (iii) 18,169,949 of our Ordinary Shares purchased bycertain selling securityholders pursuant to a private placement transaction in December 2023 and certain open-market transactionsbetween December 2023 and the date hereof (the “Other Shares”). The Subscription Shares were acquired by the sellingsecurityholders pursuant to the Subscription Agreements in transactions more fully described in the section titled “May 2026 CapitalStructure Simplification.” The Other Shares were acquired by Svelland Global Trading Master Fund and certain other accountsmanaged, or advised by, Mirabella Financial Services LLP pursuant to a private placement transaction in December 2023 and certainopen-market transactions between December 2023 and the date hereof. This prospectus also covers any additional securities that maybecome issuable by means of share splits, share dividends or other similar transactions. This prospectus provides you with a general description of such securities and the general manner in which the sellingsecurityholders may offer or sell the securities. More specific terms of any securities that the selling securityholders may offer or sellmay be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities beingoffered and the terms of the offering. The prospectus supplement may also add, update or change information contained in thisprospectus. All of the Ordinary Shares offered by the selling securityholders pursuant to this prospectus will be sold by each sellingsecurityholder for its own account. We will not receive any proceeds from the sale by the selling securityholders of the OrdinaryShares offered by this prospectus. Our registration of the securities covered by this prospectus does not mean that the selling securityholders will offer or sell, asapplicable, any of the securities. The selling securityholders may offer and sell the securities covered by this prospectus in a number ofdifferent ways and at varying prices. We provide more information about how the selling securityholders may sell the securitiesoffered hereby in the section entitled “Plan of Distribution.” We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in thesection entitled “Plan of Distribution.” Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ADSE.” On July27, 2026, theclosing sale price as reported on Nasdaq of our Ordinary Shares was $11.98 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” and “foreign private issuer,” each as defined under the U.S. federal securities laws,and, as such, are subject to reduced public company reporting requirements. Our principal executive offices are located at 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully readthe discussion of material risks of investing in our securities in “Risk Factors” beginning on page 5 of this prospectus, in anyapplicable prospectus supplement and as described in certain of the documents we may incorporate by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is July 28, 2026 TABLE OF CONTENTS You should rely only on the information contained in this prospectus and any amendment or supplement to thisprospectus, as well as any information incorporated by reference herein or therein. Neither we, nor the selling securityholders,have authorized any other person to provide you with different or additional information. Neither we, nor the sellingsecurityhold