Ads-Tec Energy F-4/ARegistration of securities (foreign) (amended)

As filed with the Securities and Exchange Commission on November 10, 2021

Registration No. 333-260312

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

AMENDMENT NO. 1
TO
FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________________

ADS-TEC ENERGY PUBLIC LIMITED COMPANY
(Exact Name of Each Registrant as Specified in its Charter)

____________________________________

10 Earlsfort Terrace
Dublin 2, D02 T380
Ireland
+353 1 920 1000
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

____________________________________

Pieter Taselaar
Director
73 Arch Street
Greenwich, CT 06830
Telephone: (203) 983-4400
(Name, address, including zip code, and telephone number, including area code, of agent of service)

____________________________________

Copies to:

____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement, described in the included proxy statement/prospectus, have been satisfied or waived.

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(d) 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 applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark if the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

If an emerging growth company, 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.

CALCULATION OF REGISTRATION FEE

____________

(1)      All securities being registered are issued by ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland (“Parent”), in connection with the proposed business combination by and among Parent, European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“EUSG”), ads-tec Energy GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), EUSG II Corporation, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of ADSE (“ADSE Shareholders”), as described in the proxy statement/prospectus forming a part of this registration statement. As a result of the transactions described in the proxy statement/prospectus forming a part of this registration statement, Parent will become a publicly-traded company, EUSG will cease to exist upon merging with and into Merger Sub, and ADSE will become a wholly-owned subsidiary of Parent.

(2)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Class A ordinary shares and warrants, respectively, of EUSG on the Capital Market of The Nasdaq Stock Market LLC on October 5, 2021 ($9.89 per Class A ordinary share and $1.30 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(3)      Represents ordinary shares of Parent (“Parent Ordinary Shares”) to be issued to the shareholders of EUSG upon consummation of the business combination, as described in the proxy statement/prospectus forming a part of this registration statement.

(4)      Represents Parent Ordinary Shares issuable upon the exercise of warrants currently held by EUSG warrantholders that will be automatically adjusted upon the consummation of the business combination into warrants of Parent (“Parent Warrants”), each Parent Warrant entitling the holder to purchase one Parent Ordinary Share at a price of $11.50 per share as described in the proxy statement/prospectus forming a part of this registration statement.

(5)      Each outstanding warrant of EUSG will be automatically adjusted upon the consummation of the business combination into one Parent Warrant, as described more fully in this proxy statement/prospectus.

(6)      Previously paid.

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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.

PROSPECTUS FOR UP TO 14,375,000 ORDINARY SHARES
AND 7,187,500 WARRANTS
OF
ADS-TEC ENERGY PUBLIC LIMITED COMPANY

European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“EUSG”), has entered into a Business Combination Agreement (as may be amended from time to time, the “Business Combination Agreement”) with ads-tec Energy GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland (“Parent”), EUSG II Corporation, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of ADSE (“ADSE Shareholders”). Pursuant to the Business Combination Agreement, (i) EUSG will merge with and into Merger Sub (the “Merger”) with Merger Sub being the surviving entity of the Merger and a wholly-owned subsidiary of Parent, followed immediately by (ii) the transfer by Bosch Thermotechnik GmbH (“Bosch”) to Parent, and Parent’s acquisition from Bosch, of certain shares of ADSE in exchange for the Cash Consideration (as defined below) (the “Bosch Acquisition”), and (iii) concurrently with the Bosch Acquisition, ads-tec Holding GmbH based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”) and Bosch will transfer as contribution to Parent, and Parent shall assume from ADSH and Bosch, certain shares of ADSE in exchange for Parent Ordinary Shares (the “Share-for-Share Exchange” and, together with the Merger, the Bosch Acquisition and the other transactions contemplated by the Business Combination Agreement, the “Transactions”). As a result of the Transactions, EUSG will cease to exist upon merging with and into Merger Sub, and ADSE will become a wholly-owned subsidiary of Parent and the current security holders of ADSE and EUSG will become the security holders of Parent.

Upon consummation of the Merger, (i) each EUSG ordinary share outstanding on the closing date of the Merger will be automatically cancelled in exchange for ordinary share of Parent (“Parent Ordinary Share”), except that holders of EUSG ordinary shares sold in EUSG’s initial public offering (such shares, the “EUSG Public Shares”) will be entitled to elect instead to receive a pro rata portion of EUSG’s trust account, as provided in EUSG’s amended and restated memorandum and articles of association (“M&A”) and (ii) each outstanding warrant of EUSG will remain outstanding and will be automatically adjusted to entitle the holder to purchase one Parent Ordinary Share at a price of $11.50 per share (“Parent Warrant”).

Upon consummation of the Bosch Acquisition, Bosch will receive €20,000,000, multiplied by the applicable currency exchange rate (the “Cash Consideration”), as described in the Business Combination Agreement and Cash Consideration Transfer Agreement.

Upon consummation of the Share-for-Share Exchange, Bosch and ADSH will receive their respective portions of an aggregate number of Parent Ordinary Shares equal to the quotient determined by dividing (x) the Consideration Value Amount (i.e., $300 million minus (i) the funds borrowed by ADSE under its credit facility as of Closing, to the extent such amount is in excess of €20,000,000, multiplied by the applicable exchange rate minus (ii) the total amount owed to ADSH and Bosch under the loans made to ADSE by ADSH and Bosch on or before the execution of the Business Combination Agreement and which are outstanding as of Closing, multiplied by the applicable exchange rate), minus the Cash Consideration payable to Bosch in the Bosch Acquisition with respect to a portion of Bosch’s shares in ADSE, by (y) $10.00, as described in the Business Combination Agreement and Share Consideration and Loan Transfer Agreement (as defined below).

Accordingly, this prospectus covers an aggregate of 14,375,000 Parent Ordinary Shares and 7,187,500 Parent Warrants issuable to, or to be automatically adjusted in favor of, the security holders of EUSG as a result of the Merger. This prospectus does not register any of the Parent Ordinary Shares to be issued to the PIPE Investors (as defined below) pursuant to the Merger.

We estimate that, as a result of the Transactions, (i) assuming that no public EUSG shareholders elect to redeem their EUSG Public Shares into cash in connection with the Transactions as permitted by EUSG’s M&A, (ii) after giving effect to the sale of 15.6 million EUSG Class A Ordinary Shares by EUSG pursuant to a series of private placement subscription agreements (“Subscription Agreements”) with investors at a price of $10.00 per share for an aggregate purchase price of approximately $156 million, which sale is expected to close the business day immediately prior to the closing of the Merger (“PIPE Investment”), (iii) assuming 24,491,755 Parent Ordinary Shares to be issued to ADSE shareholders in the Share-for-Share Exchange (estimate assuming funds borrowed by ADSE under its credit facility as of Closing is less than €20 million and based on the August 31, 2021 purchased loans balance and exchange rates), and (iv) without taking into effect any Parent Ordinary Shares issuable upon the exercise of Parent Warrants and assuming no additional equity securities of EUSG or Parent are issued, (a) EUSG’s public shareholders (including EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in EUSG’s initial public offering) will hold approximately 25% of the voting power of the Parent Ordinary Shares outstanding, excluding shares to be received in their capacity as PIPE Investors, (b) the ADSE Shareholders will hold approximately 42% of the voting power of the Parent Ordinary Shares outstanding, excluding shares to be received in their capacity as PIPE Investors, (c) the PIPE Investors will hold approximately 27% of the voting power of the Parent Ordinary Shares outstanding, and (d) EUSG’s shareholders prior to its initial public offering (the “initial shareholders”) will hold approximately 6% of the voting power of the Parent Ordinary Shares outstanding. If the maximum redeemable EUSG Public Shares are redeemed for cash, such percentages will be approximately 0%, 56%, 36%, and 8%, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of EUSG shareholders scheduled to be held on December 15, 2021.

EUSG’s units, Class A ordinary shares, and warrants are currently listed on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “EUSGU,” “EUSG,” and “EUSGW,” respectively. Following the Transactions, all EUSG units, EUSG Public Shares, and warrants will be de-listed from Nasdaq and de-registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On November 16, 2021, the record date, the closing sale price of EUSG units, EUSG Public Shares, and warrants were $[•], $[•], and $[•], respectively.

Although Parent is not currently subject to the reporting requirements of the Exchange Act, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Transactions, Parent will become subject to the reporting requirements of the Exchange Act. Parent has applied for listing, to be effective at the time of the consummation of the Transactions, of the Parent Ordinary Shares and Parent Warrants on Nasdaq under the symbols “ADSE” and “ADSEW”, respectively, and Parent is expected to be publicly traded on Nasdaq under those symbols following the completion of the Transactions, subject to receipt of Nasdaq’s approval and official notice of issuance. While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Transactions, there can be no assurance that Parent’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” for more information.

Parent will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Parent will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Parent’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Parent will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies with securities registered under the Exchange Act.

This proxy statement/prospectus provides you with detailed information about the Business Combination Agreement, the Transactions, and other matters to be considered at the extraordinary general meeting of EUSG’s shareholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of this proxy statement/prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated             , 2021 and is first being mailed to EUSG’s shareholders on or about November [24], 2021.

EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.

73 Arch Street
Greenwich, CT 06830
(203) 983-4400

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 15, 2021

Dear European Sustainable Growth Acquisition Corp. Shareholders:

You are cordially invited to attend the extraordinary general meeting of shareholders of European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“EUSG”), at 11:00 a.m. local time on December 15, 2021, at the offices of Reed Smith LLP, EUSG’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting our counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, telephone (212) 521-5400.

As a matter of Cayman Islands law, there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. EUSG shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://www.cstproxy.com/europeansustainablegrowth/2021 and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for EUSG’s shareholders and EUSG, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world. See “Questions and Answers about the Proposals — How do I attend the extraordinary general meeting in person?” for more information.

As previously disclosed, EUSG entered into the Business Combination Agreement, dated as of August 10, 2021 (as may be amended from time to time, the “Business Combination Agreement”), with ads-tec Energy GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland (“Parent”), EUSG II Corporation, a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of ADSE (“ADSE Shareholders”) which, among other things, provides for a business combination between EUSG and ADSE through the Transactions.

At the extraordinary general meeting, EUSG’s shareholders will be asked to approve the business combination contemplated by the Business Combination Agreement, a series of related proposals, and any and all other business that may properly come before the extraordinary general meeting or any continuation, postponement, or adjournment thereof, as follows:

(1)    Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including (i) the merger of EUSG with and into Merger Sub, with Merger Sub being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company (the “Merger”) as the first step in the business combination, (ii) the Bosch Acquisition and (iii) the Share-for-Share Exchange — we refer to this proposal as the “business combination proposal”;

(2)    Proposal No. 2 — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve the Plan of Merger, a copy of which is attached to the proxy statement/prospectus as Annex B, and to authorize the merger of EUSG with and into Merger Sub, with Merger Sub surviving the merger, as the first step in the business combination — we refer to this proposal as the “merger proposal”;

(3)    Proposal No. 3 — The Director Proposal — to consider and vote upon a proposal to elect five directors to the board of directors of Parent to serve until their successors are duly elected and qualified — we refer to this proposal as the “director proposal”;

(4)    Proposal No. 4 — The Charter Proposals — to approve the following material differences between the amended and restated memorandum and articles of association (“M&A”) of EUSG (“EUSG’s M&A”) and the memorandum and articles of association of Parent (“Parent’s M&A”) to be effective upon the consummation of Transactions, a copy of which is attached to this proxy statement/prospectus as Annex C: (i) the name of the new public entity will be “ADS-TEC ENERGY PLC” as opposed to “European Sustainable Growth Acquisition Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to EUSG’s corporate existence terminating if a business combination is not consummated by EUSG within a specified period of time; (iii) Parent’s M&A provides for only one class of voting ordinary shares and one class of preference shares, as opposed to EUSG’s two classes of ordinary shares and one class of preference shares; (iv) Parent’s M&A provides that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act of 1933 of the United States; and (v) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that EUSG’s M&A contains — we refer to these proposals as the “charter proposals”;

(5)    Proposal No. 5 — The PIPE Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq, a series of subscription agreements with investors (“PIPE Investors”) for the sale of an aggregate of 15.6 million Class A ordinary shares of EUSG at a price of $10.00 per share, for an aggregate purchase price of approximately $156 million in private placements (“PIPE Investment”), which will close at least one business day prior to the consummation of the Transactions. Upon consummation of the Merger, each EUSG Class A ordinary share issued to a PIPE Investor and outstanding on the Closing Date will be automatically cancelled in exchange for one Parent Ordinary Share — we refer to this proposal as the “PIPE proposal”;

(6)    Proposal No. 6 — The Incentive Plan Proposal — to approve ADS-TEC ENERGY PLC’s 2021 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan proposal”); and

(7)    Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, any of the business combination proposal, the merger proposal, the director proposal, the charter proposals, and the PIPE proposal (together the “condition precedent proposals”) would not be duly approved and adopted by our shareholders or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived — we refer to this proposal as the “adjournment proposal”.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of EUSG ordinary shares at the close of business on November 16, 2021 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, EUSG’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of EUSG and its shareholders and recommends that you vote or give instruction to vote “FOR” each proposal. Consummation of the Transactions is conditioned on approval of the business combination proposal, the merger proposal, the director proposal, the charter proposals, and the PIPE proposal, among other closing conditions described herein.

The approval of each of the business combination proposal, the director proposal, the charter proposals, the PIPE proposal, the Incentive Plan proposal and the adjournment proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by EUSG’s shareholders present in person (virtually) or represented

by proxy at the extraordinary general meeting and entitled to vote on such matter. Under EUSG’s M&A, prior to the closing of a business combination (as defined therein) only the holders of Class B ordinary shares are entitled to vote on the director election proposal.

The approval of the merger proposal requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by EUSG’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

In connection with the initial public offering, each of EUSG’s shareholders prior to its initial public offering (the “initial shareholders”), and each officer and director of EUSG, agreed to vote the Class B ordinary shares (“initial shares”) that were issued prior to EUSG’s initial public offering, as well as any EUSG Class A ordinary shares acquired in the aftermarket, in favor of the business combination proposal. The EUSG initial shareholders, officers, and directors have also indicated that they intend to vote their ordinary shares of EUSG in favor of all other proposals being presented by EUSG management at the meeting. As of November 16, the record date for the extraordinary general meeting of shareholders, EUSG’s initial shareholders, officers, and directors beneficially owned and were entitled to vote an aggregate of 3,593,750 initial shares. The initial shares currently constitute approximately 19.93% of the outstanding EUSG ordinary shares. Accordingly, we would need approval from the holders of (i) 5,420,626 shares, or approximately 30.07% of the outstanding EUSG ordinary shares, to approve the business combination proposal and (ii) 8,425,418 shares, or approximately 46.73% of the outstanding EUSG ordinary shares, to approve the merger proposal.

The parties intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Merger so qualifies, U.S. Holders (as defined in “Certain Material U.S. Federal Income Tax Considerations”) should not generally recognize gain or loss for U.S. federal income tax purposes on the Merger. However, there is no assurance that the Merger will qualify as intended, and such qualification is not a condition of the Merger or the Transactions. Further, the parties did not and will not seek a ruling from the U.S. Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Merger. If the Merger fails to qualify as a Section 368(a)(1)(F) reorganization, it may constitute a taxable transaction, and in such case, a U.S. Holder that exchanges its EUSG ordinary shares or EUSG warrants for the consideration pursuant to the Merger would generally recognize gain or loss equal to the difference between (i) the fair market value of the Parent Ordinary Shares and Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the EUSG ordinary shares and EUSG warrants exchanged therefor. For a more detailed discussion of certain material U.S. federal income tax considerations of the Merger to U.S. Holders, see the section titled “Certain Material U.S. Federal Income Tax Considerations.”

Non-Irish Holders (as defined in “Certain Material Irish Tax Consequences To Non-Irish Holders”) are not anticipated to be within the charge to Irish tax on chargeable gains on the automatic conversion of their EUSG ordinary shares into Parent Ordinary Shares, or the automatic adjustment of their EUSG warrants into Parent Warrants, pursuant to the Merger, unless the EUSG ordinary shares or EUSG warrants were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, or were used, held or acquired for use by or for the purposes of an Irish branch or agency. For a more detailed description of the anticipated material Irish tax consequences of acquiring, holding and disposing of Parent Ordinary Shares and Parent Warrants, see the section of this proxy statement/prospectus titled “Certain Material Irish Tax Consequences To Non-Irish Holders”.

All EUSG shareholders are cordially invited to attend the extraordinary general meeting in person or remotely via live webcast. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of EUSG ordinary shares, you may also cast your vote in person at the extraordinary general meeting (which would include voting at the virtual extraordinary general meeting). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person or virtually, obtain a proxy from your broker or bank.

A complete list of EUSG shareholders of record entitled to vote at the extraordinary general meeting will be available for 10 days before the extraordinary general meeting at the principal executive offices of EUSG, for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.    PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR AT ALL OR TO BE A HOLDER OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. ANY PUBLIC SHAREHOLDER HOLDING EUSG CLASS A ORDINARY SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY VOTE ON THE BUSINESS COMBINATION PROPOSAL OR IF THEY ARE A HOLDER OF RECORD ON THE RECORD DATE. TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, EUSG’s TRANSFER AGENT, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE(S) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING CONTINENTAL STOCK TRANSFER & TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE TRANSACTIONS ARE NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF EUSG SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [•], 2021 and is first being mailed to EUSG’s shareholders on or about November [24], 2021.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on December 15, 2021: EUSG’s proxy statement/prospectus is available at https://www.cstproxy.com/europeansustainablegrowth/2021.

TABLE OF CONTENTS

You should rely only on the information contained in this proxy statement/prospectus in determining whether to vote in favor of the business combination proposal and the other proposals presented. No one has been authorized to provide you with information that is different from the information contained in this proxy statement/prospectus. The information in this proxy statement/prospectus speaks only as of the date hereof, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any other date. Neither the mailing of this proxy statement/prospectus to EUSG shareholders nor the issuance by Parent of securities in connection with the Transactions will create any implication to the contrary.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

General

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by ADS-TEC ENERGY PLC (“Parent”), constitutes a prospectus of Parent under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Parent Ordinary Shares, Parent Warrants, and Parent Ordinary Shares issuable upon the exercise of the Parent Warrants, to be issued to, or automatically adjusted in favor of, security holders of European Sustainable Growth Acquisition Corp. (“EUSG”) if the business combination transactions described herein are consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to EUSG’s extraordinary general meeting, at which EUSG shareholders will be asked to consider and vote upon a proposal to approve the business combination transactions, among other matters.

Financial Statement Presentation

The historical financial statements of EUSG were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars (“USD” or “$”).

The historical financial statements of ads-tec Energy GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are denominated in Euros (“EUR” or “€”). Following the Transactions, Parent will qualify as a Foreign Private Issuer under the Exchange Act and will prepare its financial statements in accordance with IFRS, with transactions denominated in EUR. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information presented in this proxy statement/prospectus has been prepared in accordance with IFRS and denominated in EUR.

Exchange Rate Information

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•        “$”, “USD” and “U.S. dollar” each refer to the United States dollar; and

•        “€”, “EUR” and “Euro” each refer to Euro.

Except to the extent otherwise provided herein, the exchange rate used for conversion between U.S. dollars and Euros is based on ECB euro reference exchange rate published by European Central Bank.

Industry and Marketing Data

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which ADSE competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with ADSE’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and ADSE’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “ADSE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business of ADSE” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “EUSG” refer to European Sustainable Growth Acquisition Corp.

“ADSH” means ads-tec Holding GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527.

“Bosch” means Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13.

“Bosch Acquisition” means Parent’s acquisition from Bosch of certain shares of ADSE in exchange for the Cash Consideration.

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 10, 2021, as it may be amended, by and among EUSG, Parent, Merger Sub, Bosch, ADSH and ASDE.

“Cash Consideration” means €20,000,000, multiplied by the applicable currency exchange rate.

“Cash Consideration Transfer Agreement” means the Form Cash Consideration Transfer Agreement, to be entered into by and between Bosch Thermotechnik GmbH and ADS-TEC ENERGY PLC.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time.

“Closing” means the closing of the Transactions (other than the PIPE Investment).

“Closing Date” means the date on which the Closing occurs.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Company” or “EUSG” means European Sustainable Growth Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company.

“EUSG Class A Ordinary Shares” means Class A ordinary shares, par value of US$0.0001 per share, in the share capital of EUSG.

“EUSG Class B Ordinary Shares” means Class B ordinary shares, par value of US$0.0001 per share, in the share capital of EUSG.

“EUSG Founder Shares” means the Class B ordinary shares, par value $0.0001 per share, held by the initial shareholders of EUSG.

“EUSG Private Warrants” means whole redeemable warrants to purchase EUSG Class A Ordinary Shares issued pursuant to (i) that certain Private Placement Warrants Purchase Agreement, dated as of January 26, 2021, by and between EUSG and Sponsor, (ii) that certain Private Placement Warrants Purchase Agreement, dated as of January 26, 2021 by and between EUSG and EBC, and (iii) that certain Private Placement Warrants Purchase Agreement, dated as of January 26, 2021, by and between EUSG and ABN AMRO Securities (USA) LLC.

“EUSG Public Warrants” means the warrants to purchase EUSG Class A Ordinary Shares issued as part of the EUSG units in the IPO.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Incentive Plan” means ADS-TEC ENERGY PLC’s 2021 Omnibus Incentive Plan attached to this proxy statement/prospectus as Annex E.

“IPO” means EUSG’s initial public offering of EUSG units, consummated on January 26, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger” means the merger of EUSG with and into Merger Sub, as a result of which the separate corporate existence of EUSG will cease and Merger Sub will continue as the surviving company and as a wholly-owned subsidiary of Parent, and the security holders of EUSG (other than shareholders of EUSG electing to redeem their EUSG ordinary shares) will become security holders of Parent.

“merger proposal” means a proposal to approve and authorize the Plan of Merger and to authorize the Merger.

“Merger Sub” means EUSG II Corporation, an exempted company incorporated in the Cayman Islands with limited liability under company number 379118 and a wholly owned subsidiary of Parent.

“Parent” means ADS-TEC ENERGY PLC, an Irish public limited company duly incorporated under the laws of Ireland and a wholly-owned subsidiary of EUSG.

“Parent Private Warrants” means the Parent Warrants that come into existence on the automatic adjustment of the for EUSG Private Warrants upon consummation of the business combination contemplated in the Business Combination Agreement.

“Parent Public Warrants” means the Parent Warrants that come into existence on the automatic adjustment of the for the EUSG Public Warrants upon consummation of the business combination contemplated in the Business Combination Agreement.

“Parent Ordinary Shares” means the ordinary shares, with $0.0001 par value per share, of Parent.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE Investment” means the private placement of 15,600,000 EUSG ordinary shares to the PIPE Investors for gross proceeds of $156,000,000, pursuant to the Subscription Agreements.

“proxy statement/prospectus” means the prospectus included in this registration statement on Form F-4 (Registration No. 333-260312) filed with the SEC.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share-for-Share Exchange” means the transaction by which ADSH and Bosch will transfer as contribution to Parent, and Parent shall assume from ADSH and Bosch, certain shares of ADSE in exchange for Parent Ordinary Shares.

“Sponsor” means LRT Capital1 LLC, a Delaware limited liability company.

“Subscription Agreements” means those certain subscription agreements entered into on August 10, 2021, among EUSG, Parent and the PIPE Investors named therein relating to the PIPE Investment.

“Transactions” means the transactions contemplated by the Business Combination Agreement which, among other things, provides for the Merger, the Bosch Acquisition and the Share-for-Share Exchange.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the EUSG private placement warrants.

“Underwriters” means EarlyBirdCapital, Inc. and ABN AMRO Securities (USA) LLC, the underwriters in the IPO.

“$”, “US$” and “U.S. dollar” means the United States dollar.

“€”, “EUR” and “Euro” means the Euro.

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

•        EUSG, Parent, Merger Sub, ADSE, and the ADSE Shareholders are parties to the Business Combination Agreement.

•        ADSE develops, manufactures and supplies integrated technology platforms (ecosystem platforms) comprising of a combination of hardware, software and value-added services to enable its business customers to run their current and future EV charging and energy business models on those platforms and those platforms are active in the end-market of ultra-fast charging for electric vehicles as well as energy management and storage solutions for commercial, industrial and residential applications. See the section of this proxy statement/prospectus titled “Business of ADSE.”

•        Following consummation of the Transactions, EUSG will have ceased to have a separate legal existence and Merger Sub will remain, and ADSE will become a wholly-owned subsidiary of Parent. Merger Sub was formed solely as a vehicle for consummating the Transactions, and currently is a direct wholly-owned subsidiary of Parent. See the section of this proxy statement/prospectus titled “Summary of the Proxy Statement/Prospectus — The Parties”.

•        Pursuant to the Business Combination Agreement, (i) the Merger will occur, pursuant to which EUSG will merge with and into Merger Sub, with Merger Sub being the surviving entity of the Merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company, (ii) following the Merger, Bosch Thermotechnik GmbH (“Bosch”) will transfer to Parent, and Parent will acquire from Bosch certain shares of ADSE in exchange for the Cash Consideration (the “Bosch Acquisition”), and (iii) concurrently with the Bosch Acquisition, ads-tec Holding GmbH based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”) and Bosch will transfer as contribution to Parent, and Parent shall assume from ADSH and Bosch, certain shares of ADSE in exchange for Parent Ordinary Shares (the “Share-for-Share Exchange” and, together with the Merger, the Bosch Acquisition and the other transactions contemplated by the Business Combination Agreement, the “Transactions”). See the section of this proxy statement/prospectus titled “The Business Combination Proposal — General — Structure of the Transactions.”

•        Upon consummation of the Merger, (i) each EUSG ordinary share outstanding on the Closing Date will be automatically cancelled in exchange for one Parent Ordinary Share, except that holders of EUSG Public Shares will be entitled to elect instead to receive a pro rata portion of EUSG’s trust account, as provided in EUSG’s M&A and (ii) each outstanding warrant of EUSG will remain outstanding and will automatically be adjusted to become a Parent Warrant. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — General — The Merger: Consideration to EUSG Security holders”.

•        Upon consummation of the Bosch Acquisition, Bosch will receive €20,000,000, multiplied by the applicable currency exchange rate, as described in the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — General — The Bosch Acquisition and Share-for-Share Exchange: Consideration to ADSE Shareholders”.

•        Upon consummation of the Share-for-Share Exchange, Bosch and ADSH will receive their respective portions of an aggregate number of Parent Ordinary Shares equal to the quotient determined by dividing (x) the Consideration Value Amount (i.e., $300 million minus (i) the funds borrowed by ADSE under its credit facility as of Closing, to the extent such amount is in excess of €20,000,000, multiplied by the applicable exchange rate minus (ii) the total amount owed to ADSH and Bosch on or before the execution of the Business Combination Agreement and which are outstanding as of Closing, multiplied by the applicable exchange rate), minus the Cash Consideration payable to Bosch in the Bosch Acquisition with respect to a portion of Bosch’s shares in ADSE, by (y) $10.00. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — General — The Share-for-Share Exchange: Consideration to ADSE Shareholders”.

•        Prior to the Closing, Parent will enter into a registration rights agreement (“Registration Rights Agreement”) with the EUSG initial shareholders, the ADSE Shareholders and the Underwriters, which provides certain rights to have registered, in certain circumstances, the resale under the Securities Act of 1933, as amended (“Securities Act”), of the Parent securities to be received by them in connection with the transactions contemplated by the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Related Agreements or Arrangements — Registration Rights Agreement”.

•        Prior to the Closing, Parent will enter into lock-up agreements (each, a “Lock-Up Agreement”) with the EUSG initial shareholders, the ADSE Shareholders and the Underwriters (each, a “Lock-Up Party”), pursuant to which each Lock-Up Party will agree, from the Closing Date until (i) in the case of Parent Private Warrants (including Parent Ordinary Shares issuable upon exercise thereof) issued to the Sponsor or its affiliates and Parent Ordinary Shares, six months after the Closing Date and (ii) in the case of Parent Private Warrants (including Parent Ordinary Shares issuable upon exercise thereof) issued to the Underwriters, thirty days after the Closing Date, not to sell, transfer or otherwise dispose of certain securities of the Parent other than Parent Ordinary Shares acquired in the public market after the Closing Date and any Parent Ordinary Shares acquired by the ADSE Shareholders or any of their affiliates as a result of their participation in the PIPE Investment. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Related Agreements or Arrangements — Lock-Up Agreements”.

•        In connection with their entry into the Business Combination Agreement, EUSG and ADSE entered into an agreement (the “Sponsor Support Agreement”) with the Sponsor and LHT Invest AB (together, the Sponsor Parties”), pursuant to which the Sponsor Parties agreed (i) to vote the EUSG Class B Ordinary Shares held by them in favor of the approval and adoption of the Business Combination Agreement and approval of the business combination proposal, (ii) to waive their redemption rights with respect to the EUSG Class B Ordinary Shares held by them and (iii) to waive any adjustment to the conversion ratio set forth in the EUSG’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the EUSG Class B Ordinary Shares held by them. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Related Agreements or Arrangements — Sponsor Support Agreement”.

•        In addition to voting on a proposal to adopt the Business Combination Agreement and approve the Transactions contemplated thereby as described in this proxy statement/prospectus (the “business combination proposal”), the shareholders of EUSG will also vote on proposals to approve the Merger (the “merger proposal”), to elect five directors to the board of directors of Parent (the “director proposal”), approve various material differences between EUSG’s M&A and Parent’s M&A to be effective upon the consummation of the Transactions (the “charter proposals”), approve the PIPE Investment (the “PIPE proposal”), approve the Incentive Plan (the “Incentive Plan proposal”) and, if necessary, an adjournment of the extraordinary general meeting to solicit additional proxies in the event there are not sufficient votes at the time of the extraordinary general meeting to approve the other condition precedent proposals described in this proxy statement/prospectus and thereby approve the Business Combination (the “adjournment proposal”). See the sections of this proxy statement/prospectus titled “The Merger Proposal”, “The Director Proposal,” “The Charter Proposals,” “The PIPE Proposal,” and “The Adjournment Proposal.”

•        Upon completion of the Transactions, assuming their election by the shareholders of EUSG, the directors of Parent will be Joseph Brancato, Bazmi Husain, Kurt Lauk, PhD, (Chairman), Salina Love, and Thomas Speidel. The executive officers of Parent will be Thomas Speidel as the chief executive officer, Hakan Konyar as the chief production officer, Thorsten Ochs as the chief technology officer, John Neville as the chief sales officer, and Elaine Grunewald as the chief marketing officer. See the section of this proxy statement/prospectus titled “The Director Proposal.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

____________

(1)      Assumes that EUSG’s public shareholders exercise redemption rights with respect to 14,375,000 EUSG Class A Ordinary, which represents redemption of approximately 100% of EUSG Public Shares, for an aggregate redemption payment of approximately €119.0 million (14,375,000 Class A ordinary shares at €8.28 ($10.00) per share, based on a USD/EUR exchange rate of 0.8277 as of April 30, 2021).

(2)      In each of the redemption scenarios, the Sponsor and its affiliates will hold (i) 3,523,750 EUSG Class B Ordinary Shares, which will be cancelled and exchanged on a one-for-one basis for Parent Ordinary Shares upon consummation of the proposed business combination, and (ii) 750,000 Parent Ordinary Shares purchased in the PIPE Investment, for an aggregate of 4,273,500 Parent Ordinary Shares. The Sponsor paid $25,000 for the EUSG founder shares, or approximately $0.007 per EUSG founder share, and the Sponsor and its affiliates will pay $10.00 per share for shares purchased in the PIPE Investment, or an average price of approximately $1.76 per share for the 4,273,500 total Parent Ordinary Shares to be held by the Sponsor and its affiliates. Assuming a value of $10.00 per Parent Ordinary Share, based on the deemed value of $10.00 per Parent Ordinary Share in the proposed business combination, this represents an appreciation in value of approximately $8.24 per Parent Ordinary Share. Assuming a value of $9.89 per Parent Ordinary Share, the closing price of an EUSG Class A Ordinary Share on October 5, 2021, this represents an appreciation in value of approximately $8.13 per Parent Ordinary Share.

RISK FACTORS

You should carefully consider the following risk factors and all of the information contained in this proxy statement/prospectus, including but not limited to, the matters addressed in the “Forward-Looking Statements”, and the financial information with respect to EUSG, ADSE, and Parent before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in Parent following consummation of the business combination will be subject to the significant risks affecting Parent and the electric industry, including vehicle charging and battery storage systems, as well as the market in general. Any of the following risks could materially adversely affect Parent’s business, financial condition or results of operations. This could cause the trading price of the Parent Ordinary Shares and/or Parent Warrants to decline, perhaps significantly, and you could lose all or a part of your investment. Additional risks and uncertainties not currently known to EUSG, ADSE, or Parent or that EUSG, ADSE, and Parent currently do not consider to be material may also materially and adversely affect Parent’s business, financial condition or results of operations.

Risks Related to the Business Combination and Parent’s Capital Structure

EUSG may not have sufficient funds to consummate the business combination.

As of [•], 2021, EUSG had approximately $[•] available to it outside the trust account to fund its working capital requirements and a working capital deficiency of $[•]. If EUSG is required to seek additional capital, it would need to borrow funds from its sponsors, initial shareholders, management team or other third parties to operate or may be forced to liquidate. None of EUSG’s sponsor, initial shareholders, members of its management team, nor any of their affiliates is under any obligation to advance funds to EUSG in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to EUSG upon completion of the business combination. If EUSG is unable to consummate the business combination because it does not have sufficient funds available, EUSG will be forced to cease operations and liquidate the trust account. Consequently, EUSG’s public shareholders may only receive $[•] per share and their warrants and rights will expire worthless.

If EUSG’s shareholders fail to properly demand redemption rights, they will not be entitled to redeem their EUSG Class A Ordinary Shares for a pro rata portion of the trust account.

EUSG shareholders holding EUSG Public Shares may demand that EUSG redeem their EUSG Public Shares for a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the business combination. To demand redemption rights, EUSG shareholders must deliver their EUSG Public Shares (either physically or electronically) to EUSG’s transfer agent no later than two business days prior to the meeting. Any shareholders who fail to properly demand redemption rights by delivering their EUSG Public Shares will not be entitled to redeem their EUSG Public Shares for a pro rata portion of the trust account for redemption of their EUSG Public Shares. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your EUSG Public Shares for cash.

The business combination remains subject to conditions that EUSG cannot control and if such conditions are not satisfied or waived, the business combination may not be consummated.

The business combination is subject to a number of conditions, including the condition that there is no legal prohibition against consummation of the business combination, that EUSG’s securities remain listed on Nasdaq through the closing, approval for registration on Nasdaq of the Parent Ordinary Shares and Parent Warrants, approval by the EUSG shareholders of the business combination proposal, the merger proposal, the director proposal, the charter proposals, and the PIPE proposal, continued effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus is a part, the truth and accuracy of EUSG’s and ADSE’s representations and warranties made in the Business Combination Agreement, the non-termination of the Business Combination Agreement, Parent entering into the composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with DTC, and EUSG having at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Transactions after taking into account holders of EUSG Public Shares that have properly demanded redemption of their EUSG Public Shares for cash. There are no assurances that all conditions to the business combination will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the business combination are not met (and are not waived, to the extent waivable), then either EUSG or ADSE may, subject

to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement or amend the Termination Date. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Waivers” and “— Termination.”

The Parent Ordinary Shares and Parent Warrants may not be listed on a national securities exchange after the business combination, which could limit investors’ ability to make transactions in such securities, subject Parent to additional trading restrictions, and subject Parent’s security holders to Irish stamp tax upon securities transfers.

Parent has applied to have the Parent Ordinary Shares and Parent Warrants listed on Nasdaq after the consummation of the business combination. Parent will be required to meet Nasdaq’s initial listing requirements to be listed, including having a minimum number of round lot shareholders. Parent may not be able to meet those initial listing requirements. Even if the Parent Ordinary Shares and Parent Warrants are so listed, Parent may be unable to maintain the listing of such securities in the future. If Parent fails to meet the initial listing requirements and Nasdaq does not list the Parent Ordinary Shares or Parent Warrants (and the related closing condition with respect to the listing of the Parent Ordinary Shares and Parent Warrants is waived by the parties), Parent could face significant material adverse consequences, including:

•        a limited availability of market quotations for the Parent Ordinary Shares and Parent Warrants;

•        a reduced level of trading activity in the secondary trading market for the Parent Ordinary Shares and Parent Warrants;

•        a limited amount of news and analyst coverage for Parent;

•        a decreased ability to issue additional securities or obtain additional financing in the future;

•        stamp duty may be chargeable on transfers of Parent Ordinary Shares and Parent Warrants at a rate of 1% of the greater of the price paid or market value of the Parent Ordinary Shares and Parent Warrants transferred; and

•        Parent’s securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on Nasdaq, in which case Parent’s securities would be subject to regulation in each state where Parent offers and sells securities.

The stock price of the Parent Ordinary Shares and/or Parent Warrants may be volatile.

The market price of the Parent Ordinary Shares and/or Parent Warrants may be volatile. In addition to factors discussed elsewhere in this Risk Factors section, the market price of the Parent Ordinary Shares and/or Parent Warrants may fluctuate significantly in response to numerous factors, many of which are beyond Parent’s control, including:

•        overall performance of the equity markets;

•        actual or anticipated fluctuations in Parent’s revenue and other operating results;

•        changes in the financial projections Parent may provide to the public or the failure to meet these projections;

•        failure of securities analysts to initiate or maintain coverage of Parent, changes in financial estimates by any securities analysts who follow Parent or Parent’s failure to meet these estimates or the expectations of investors;

•        the issuance of reports from short sellers that may negatively impact the trading price of the Parent Ordinary Shares and/or Parent Warrants;

•        recruitment or departure of key personnel;

•        the economy as a whole and market conditions in Parent’s industry;

•        new laws, regulations, subsidies, or credits or new interpretations of them applicable to Parent’s business;

•        negative publicity related to problems in Parent’s manufacturing or the real or perceived quality of Parent’s products;

•        rumors and market speculation involving Parent or other companies in Parent’s industry;

•        announcements by Parent or its competitors of significant technical innovations, acquisitions, strategic partnerships, or capital commitments;

•        lawsuits threatened or filed against Parent;

•        other events or factors including those resulting from war, incidents of terrorism or responses to these events;

•        the expiration of contractual lock-up or market standoff agreements; and

•        sales or anticipated sales of the Parent Ordinary Shares and/or Parent Warrants by Parent or Parent’s shareholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility.

Although publicly traded, the trading market in the Parent Ordinary Shares and Parent Warrants may become substantially less liquid than the average trading market for a stock quoted on Nasdaq following the consummation of the business combination, and this low trading volume may adversely affect the price of the Parent Ordinary Shares and Parent Warrants.

EUSG’s ordinary shares, units, rights, and warrants currently trade on Nasdaq, and Parent has applied to have the Parent Ordinary Shares and Parent Warrants trade on Nasdaq. Because EUSG’s public shareholders have the option to redeem their EUSG Public Shares for cash in connection with the business combination, the trading volume of the Parent Ordinary Shares after consummation of the business combination may substantially decrease compared to other companies listed on Nasdaq. Limited trading volume in the Parent Ordinary Shares will subject both the Parent Ordinary Shares and the Parent Warrants to greater price volatility and may make it difficult for you to sell your Parent Ordinary Shares and Parent Warrants at a price that is attractive to you. Limited trading volume in the Parent Ordinary Shares and Parent Warrants may also result in Parent’s failure to continue to meet the listing standards for Nasdaq.

Parent’s staggered board will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Parent Ordinary Shares may view as beneficial.

Parent’s M&A will provide that Parent’s board of directors shall have three classes of directors with staggered terms of up to three years until his or her successor is designated and qualified. During such term, Parent shareholders will have no power to remove directors without cause. Parent’s staggered board will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of Parent Ordinary Shares and Parent Warrants of the opportunity to sell their Parent Ordinary Shares at a premium over the prevailing market price. Additionally, Parent’s staggered board may discourage proxy contests for the election of directors and purchases of substantial blocks of Parent Ordinary Shares by making it more difficult for a potential acquirer to gain control of Parent’s board of directors.

No individual, group or other company will hold in excess of 50% of the voting power for the election of directors of Parent. Accordingly, Parent will not be a “controlled company” under the rules of the Nasdaq Stock Market.

Parent may issue additional Parent Ordinary Shares or other equity securities without seeking approval of the Parent shareholders, which would dilute your ownership interests and may depress the market price of the Parent Ordinary Shares.

Upon consummation of the business combination, Parent will have warrants outstanding to purchase up to an aggregate of 11,562,500 Parent Ordinary Shares. In addition to the PIPE Investment, EUSG and ADSE may choose to seek third-party financing to provide additional working capital for the ADSE business, in which event Parent may issue additional equity securities. Following the consummation of the business combination, Parent may also issue

additional Parent Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants, or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

Parent’s issuance of additional Parent Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•        Parent’s existing shareholders’ proportionate ownership interest in Parent will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Parent Ordinary Share may be diminished; and

•        the market price of the Parent Ordinary Shares may decline.

Future resales of the Parent Ordinary Shares issued in connection with the Transactions may cause the market price of the Parent Ordinary Shares to drop significantly, even if ADSE’s business is doing well.

The ADSE Shareholders have agreed not to transfer any Parent Ordinary Shares received in the Share-for-Share Exchange except to certain permitted transferees, until 180 days after the consummation of the Transactions, or earlier upon the subsequent completion of a liquidation, merger, stock exchange, or similar transaction. The EUSG initial shareholders will be subject to the same transfer restrictions with respect to the Parent Ordinary Shares and Parent Warrants to be received by them in the Merger. See the section of this proxy statement/prospectus titled “The Business Combination Proposal.”

At the closing of the Transactions, Parent will enter into the Registration Rights Agreement providing the EUSG initial shareholders, ADSE Shareholders, and the Underwriters with certain demand registration rights and piggy-back registration rights with respect to registration statements filed by Parent after the closing. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Related Agreements or Arrangements — Registration Rights Agreement.”

Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement Parent files pursuant to the above-referenced Registration Rights Agreement, or as required under the subscription agreements with the PIPE Investors (including ADSH and Bosch), in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 under the Securities Act, the ADSE Shareholders and the PIPE Investors (including ADSH and Bosch) may sell large amounts of Parent Ordinary Shares (with respect to the PIPE Investors, after their EUSG Class A Ordinary Shares have been automatically cancelled in exchange for Parent Ordinary Shares pursuant to the Business Combination Agreement) in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Parent Ordinary Shares and/or the Parent Warrants or putting significant downward pressure on the price of the Parent Ordinary Shares and/or the Parent Warrants.

Downward pressure on the market price of the Parent Ordinary Shares and/or the Parent Warrants that likely will result from sales of Parent Ordinary Shares issued in connection with exercise of warrants or sales of warrants upon expiration of any applicable lockup periods could encourage short sales of Parent Ordinary Shares and/or the Parent Warrants by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of Parent Ordinary Shares and/or Parent Warrants could have a tendency to depress the price of the Parent Ordinary Shares and/or the Parent Warrants, respectively, which could increase the potential for short sales.

We cannot predict the size of future issuances of Parent Ordinary Shares or warrants to subscribe for Parent Ordinary Shares or the effect, if any, that future issuances and sales of Parent Ordinary Shares and/or warrants to subscribe for Parent Ordinary Shares will have on the market price of the Parent Ordinary Shares or the Parent Warrants. Sales of substantial amounts of Parent Ordinary Shares (including those issued in connection with the business combination), or the perception that such sales could occur, may adversely affect prevailing market prices of Parent Ordinary Shares and/or Parent Warrants.

EUSG shareholders may decide to sell their EUSG securities, Parent Ordinary Shares, or Parent Warrants, which could cause a decline in their market prices and the value of the Parent Ordinary Shares or Parent Warrants after consummation of the Transactions.

Some EUSG shareholders may decide they do not want to own shares of a company that has all of its business and opportunities outside the United States or decide they do not want to hold Parent Ordinary Shares or Parent Warrants for other reasons. This could result in the sale of EUSG ordinary shares prior to the completion of the business combination or in the exercise of redemption rights, or the sale of the Parent Ordinary Shares or Parent Warrants received in the business combination after the completion of the business combination. These sales, or the prospects of such sales in the future, could adversely affect the market price for EUSG ordinary shares, Parent Ordinary Shares and Parent Warrants respectively, and the ability to sell the EUSG ordinary shares in the market before the business combination is completed as well as the Parent Ordinary Shares and/or Parent Warrants after the business combination is completed. This could, in turn adversely affect the dollar value of the Parent Ordinary Shares and Parent Warrants that the EUSG shareholders will receive upon completion of the business combination.

Because the market price of Parent Ordinary Shares and/or Parent Warrants may fluctuate, EUSG shareholders cannot be sure of the value of the Parent Ordinary Shares and/or Parent Warrants they will receive in the Transactions.

Upon completion of the business combination, each EUSG ordinary share will be automatically cancelled in exchange for one Parent Ordinary Share, subject to the right of EUSG’s public shareholders to redeem their EUSG ordinary shares for a pro rata portion of EUSG’s trust account, and each EUSG warrant will automatically be adjusted to become a Parent Warrant. The value of the Parent Ordinary Shares and Parent Warrants upon completion of the business combination may differ from the value of the EUSG ordinary shares and EUSG warrants, respectively, at the signing of the Business Combination Agreement due to changes in the market value of the Parent Ordinary Shares and/or Parent Warrants which may be caused by, among other things, market volatility. If the value of the Parent Ordinary Shares and/or Parent Warrants decreases relative to the value of EUSG ordinary shares and/or EUSG warrants, respectively, between the date of the Business Combination Agreement and the closing of the Transactions, the implied value and premium paid to EUSG shareholders pursuant to the business combination will be lower than the implied value and premium as of the time the parties executed the Business Combination Agreement.

The EUSG board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transactions.

EUSG’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Transactions. Accordingly, investors will be relying solely on the judgment of the EUSG board of directors in valuing ADSE and assuming the risk that the EUSG board of directors may not have properly valued the business. In analyzing the business combination, EUSG’s board and management conducted due diligence on ADSE, researched the industry in which ADSE operates, consulted with third party advisors and concluded that the business combination was fair to and in the best interest of EUSG and its shareholders. The lack of a third-party valuation or fairness opinion may lead an increased number of shareholders to vote against the proposed Transactions or demand redemption of their EUSG Public Shares for cash, which could potentially impact EUSG’s ability to consummate the Transactions or adversely affect Parent’s liquidity following the consummation of the Transactions.

There will be material differences between your current rights as a holder of EUSG securities and the rights one can expect as a holder of Parent securities, some of which may adversely affect you.

Upon completion of the business combination, EUSG shareholders will no longer be shareholders of EUSG, a Cayman Islands exempted company, but will be shareholders of Parent, a corporation incorporated under the laws of Ireland. There will be material differences between the current rights of EUSG shareholders and the rights you can expect to have as a holder of the Parent Ordinary Shares and Parent Warrants, some of which may adversely affect you.

For a more detailed discussion of the differences in the rights of EUSG shareholders and the Parent shareholders, see the section of this proxy statement/prospectus titled “Comparison of Corporate Governance and Shareholder Rights”.

There are risks to shareholders who are not affiliates of the Sponsor of becoming shareholders of Parent through the Transactions rather than through an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

There are risks associated with Parent becoming publicly traded through the Transactions instead of through an underwritten offering, including that investors will not receive the benefit of any independent review by an underwriter of ADSE’s business, finances and operations, including its projections.

Underwritten public offerings of securities are typically subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. EUSG cannot assure you that due diligence conducted in connection with the Transactions has identified all material issues that may be present in ADSE’s business prior to the completion of the Transactions during the course of due diligence, that it would be possible to uncover all material issues through a customary due diligence process (whether undertaken by an underwriter or by EUSG), or that factors outside of Parent’s, ADSE’s, and EUSG’s control will not later arise.

In addition, the Sponsor and certain of EUSG’s executive officers and directors have interests in the Transactions that may be different from, or in addition to, the interests of shareholders generally. Such interests may have influenced the directors of EUSG in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Interests of Certain Persons in the Transaction — Interests of EUSG Directors and Executive Officers in the Transaction” for additional information on the interests of EUSG’s directors and executive officers.

There may be less publicly available information concerning Parent than there is for issuers that are not foreign private issuers because it is anticipated that Parent will be considered a foreign private issuer and will be exempt from a number of rules under the Exchange Act and will be permitted to file less information with the SEC than issuers that are not foreign private issuers and Parent, as a foreign private issuer, will be permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.

A foreign private issuer under the Exchange Act is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. It is anticipated that Parent will be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of Parent’s board of directors, officers and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning Parent than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

In addition, certain information may be provided by Parent in accordance with Irish law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, under Nasdaq rules Parent will be subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements. Parent does not currently intend to follow any Irish corporate governance practices in lieu of Nasdaq corporate governance rules, but we cannot assure you that this will not change after consummation of the Transactions. If Parent determines to follow Irish corporate governance practices in lieu of Nasdaq corporate governance standards, Parent will disclose each Nasdaq rule that Parent does not intend to follow and describe the Irish practice that Parent will follow in lieu thereof.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Parent’s business, the market price of the Parent Ordinary Shares and/or Parent Warrants and trading volume could decline.

The market price for the Parent Ordinary Shares and Parent Warrants depends in part on the research and reports that securities or industry analysts publish about Parent or Parent’s business. If industry analysts cease coverage of Parent, the trading price for the Parent Ordinary Shares and/or Parent Warrants would be negatively affected. In addition, if one or more of the analysts who cover Parent downgrade the Parent Ordinary Shares and/or Parent Warrants or publish inaccurate or unfavorable research about Parent’s business, the Parent Ordinary Share and/or Parent Warrant price would likely decline. If one or more of these analysts cease coverage of Parent or fail to publish reports on Parent regularly, demand for the Parent Ordinary Shares and/or Parent Warrants could decrease, which might cause the Parent Ordinary Share and/or Parent Warrant price and trading volume to decline.

Future changes in U.S. and foreign tax laws could adversely affect Parent.

The U.S. Congress, the Organisation for Economic Co-operation and Development, and government agencies in jurisdictions where Parent and its affiliates do business have focused on issues related to the taxation of multinational corporations. In particular, specific attention has been paid to “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result the tax laws in Ireland, Germany, the U.S. and other countries in which Parent and its affiliates do business could change, on a prospective or retroactive basis, and any such change could adversely affect Parent.

Upon completion of the business combination, EUSG shareholders will become Parent shareholders, EUSG warrantholders will become holders of Parent Warrants, and the market price for the Parent Ordinary Shares and Parent Warrants may be affected by factors different from those that historically have affected EUSG.

Upon completion of the business combination, EUSG shareholders will become Parent shareholders and EUSG warrantholders will become holders of Parent Warrants. Parent’s business differs for that of EUSG, and, accordingly, the results of operations of Parent will be affected by some factors that are different from those currently affecting the results of operations of EUSG. EUSG is a Cayman Islands exempt company that is not engaged in any operating activity, directly or indirectly. Parent is a holding company and its subsidiary ADSE is engaged in the business of providing infrastructure to the electric vehicle charging market. Parent’s business and results of operations will be affected by regional, country, and industry risks and operating risks to which EUSG was not exposed. For a discussion of the business of Parent, including the business currently conducted and proposed to be conducted by ADSE, see the section of this proxy statement/prospectus titled “Business of ADSE”.

EUSG’s current directors and executive officers and their affiliates own EUSG ordinary shares and Private Warrants that will be worthless if the business combination is not approved. Such interests may have influenced their decision to approve the business combination with ADSE.

EUSG’s officers and directors and/or their affiliates beneficially own EUSG ordinary shares and Private Warrants that they purchased prior to, or simultaneously with, EUSG’s initial public offering. EUSG’s executive officers, directors and their affiliates have no redemption rights with respect to their EUSG ordinary shares and their Private Warrants will expire worthless in the event a business combination with ADSE or another target is not effected in the required time period. These financial interests may have influenced the decision of EUSG’s directors and officers to approve the business combination with ADSE and to continue to pursue such business combination. In considering the recommendations of EUSG’s board of directors to vote for the business combination proposal and other proposal, its shareholders should consider these interests. See the section of this proxy statement titled “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions.”

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. Such liability may have influenced the decision to pursue the business combination with ADSE and the board’s decision to approve it.

If the business combination with ADSE or another business combination is not consummated by ADSE on or before January 26, 2023, the Sponsor will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by EUSG for services

rendered or contracted for or products sold to EUSG, but only if such a vendor or target business has not executed a waiver agreement. If EUSG consummates a business combination, on the other hand, EUSG will be liable for all such claims. Neither EUSG nor the Sponsor has any reason to believe that Sponsor will not be able to fulfill its indemnity obligations to EUSG.

These obligations of the Sponsor may have influenced EUSG’s board of director’s decision to approve the business combination. In considering the recommendations of EUSG’s board of directors to vote for the business combination proposal and other proposals, EUSG’s shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions.”

EUSG’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to EUSG’s public shareholders.

If proceeds in the trust account are reduced below $10.00 per EUSG Public Share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, EUSG’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While EUSG currently expects that its independent directors would take legal action on EUSG’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to EUSG, it is possible that EUSG’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If EUSG’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to EUSG’s public shareholders may be reduced below $10.00 per share.

The Sponsor and EUSG’s directors and executive officers may have financial interests in the business combination that are different from or are in addition to those of EUSG shareholders generally.

The Sponsor, EUSG’s directors and executive officers, and their respective affiliates and associates have interests in and arising from the business combination that are different from, or in addition to (and which may conflict with), the interests of the Public Shareholders, which could result in a real or perceived conflict of interest. These interests include, among other things, the interests listed below:

•        On November 16, 2020, the Sponsor purchased an aggregate of 3,593,750 EUSG Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.007 per share. On December 15, 2020, the Sponsor transferred 70,000 of the EUSG Founder Shares to an entity controlled by Dr. Thunell, chairman of EUSG’s board of directors, up to 35,000 of which are subject to repurchase by the Sponsor based on the achievement of certain milestones. Because the underwriters of the initial public offering fully exercised their over-allotment option in January 2021, the Sponsor retained the 468,750 EUSG Founder Shares that were subject to forfeiture, and all 3,593,750 EUSG Founder Shares remain outstanding as of the date hereof. If the business combination with ADSE or another business combination is not consummated by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A), EUSG will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the EUSG Class B Ordinary Shares held by the initial shareholders, including EUSG’s directors and officers would be worthless, because the initial shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such EUSG Class B Ordinary Shares had an aggregate market value of $[•] based upon the closing price of $[•] per share on Nasdaq on the record date. As a result of the low initial purchase price, the Sponsor, its affiliates and our management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as EUSG’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, officers and directors and their respective affiliates and associates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by January 26, 2023, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their EUSG Founder Shares.

•        Simultaneously with the consummation of the IPO, EUSG consummated the private placement of an aggregate of 4,375,000 EUSG Private Warrants to the Sponsor, EBC and ABN AMRO Securities (USA) LLC, at a purchase price of $1.00 per warrant (or $4,375,000 in the aggregate). All of the proceeds EUSG received from these sales were placed in the Trust Account. Such EUSG Private Warrants had an aggregate market value of $[•] based upon the closing price of $[•] per warrant on Nasdaq on the record date. The EUSG Private Warrants will become worthless if EUSG does not consummate a business combination by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the EUSG Private Warrants. The EUSG Private Warrants held by the initial shareholders had an aggregate market value of approximately $[•] based upon the closing price of $[•] per EUSG Public Warrant on Nasdaq on the Record Date.

•        To protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below (1) $10.00 per share or (2) such lesser amount per share as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed money by EUSG for services rendered or contracted for or products sold to EUSG. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: the Sponsor will have no liability (a) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with EUSG waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (b) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Neither Marcum LLP, EUSG’s independent registered public accounting firm, nor EBC, executed agreements with EUSG waiving such claims to the monies held in the Trust Account. EUSG did not require the Sponsor to reserve for such indemnification obligations, nor did EUSG independently verify whether the Sponsor has sufficient funds to satisfy its indemnity obligations. EUSG believes that the Sponsor’s only assets are securities of EUSG. Therefore, EUSG believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.

•        If EUSG does not complete an initial business combination by January 26, 2023, EUSG may use a portion of its working capital held outside the Trust Account to repay any working capital loans, but no proceeds held in the Trust Account would be used to repay any working capital loans. As of September 30, 2021, there was approximately $143,770,000 in investments and cash held in the Trust Account and approximately $276,000 of cash held outside the Trust Account available for working capital purposes.

•        It is contemplated that Elaine Grunewald, Director of EUSG, will be the chief marketing officer of Parent after the closing of the Transactions. As a result, Ms. Grunewald may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its executive officers.

•        It is contemplated that Bazmi Husain, Advisor to EUSG, will be a director of Parent after the closing of the Transactions. As a result, Mr. Husain may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its directors.

•        If EUSG is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has agreed to advance the funds necessary to pay such costs and complete such liquidation and not to seek repayment for such expenses.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, EUSG’s officers and directors and their respective affiliates and associates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by EUSG from time to time, made by the Sponsor or certain of EUSG’s officers and directors to finance transaction costs in connection with an intended initial business combination.

•        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to EUSG and remain outstanding. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to EUSG for working capital expenses, and

there are no outstanding fees or out-of-pocket expenses for which the Sponsor and its affiliates are waiting reimbursement. As of the date of this proxy statement/prospectus, there are no outstanding loans, fees or out-of-pocket expenses for which EUSG’s officers or directors are awaiting reimbursement.

•        The Sponsor will be party to the Registration Rights Agreement, which will come into effect at the Closing Date.

•        Affiliates of the Sponsor, including certain of EUSG’s officers and directors, will fund $14.5 million in the PIPE Investment.

•        Mr. Thunell, EUSG’s Chairman of the Board, will be eligible to receive a one-time payment in exchange for the transfer of up to 35,000 Founder Shares to EUSG’s Sponsor, 180 days after the completion of the Transactions, with the amount of such payment depending on the achievement of certain milestones.

•        EUSG’s obligation to pay up to $5 million aggregate amount in fees to Raymond James in consideration for Raymond James’s services as M&A advisor for the business combination and placement agent for the PIPE Investment is contingent upon the closing of the business combination.

See “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions” for additional information on the interests of EUSG’s directors and executive officers.

These financial interests of the Sponsor, EUSG’s officers and directors, and their respective affiliates and associates may have influenced their motivation in identifying and selecting ADSE as a business combination target, and their decision to approve the Transactions. In considering the recommendations of the board of EUSG to vote for the Proposals, EUSG public shareholders should consider these interests.

Activities taken by existing EUSG shareholders to increase the likelihood of approval of the business combination proposal and other proposals could have a depressive effect on EUSG’s ordinary shares.

At any time prior to the extraordinary general meeting during a period when they are not then aware of any material non-public information regarding EUSG or its securities, EUSG, the Sponsors, the initial shareholders, ADSE, the ADSE Shareholders and/or their respective affiliates may purchase EUSG ordinary shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of EUSG or vote their EUSG ordinary shares in favor of the business combination proposal. The purpose of ordinary share purchases and other transactions would be to increase the likelihood of approval of the business combination proposal by the holders of a majority of the EUSG ordinary shares present and entitled to vote at the extraordinary general meeting and that EUSG have in excess of the required amount of closing cash to consummate the Transactions under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on EUSG’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase EUSG ordinary shares at a price lower than market and may therefore be more likely to sell the EUSG ordinary shares that he owns, either prior to or immediately after the extraordinary general meeting.

The business combination may be completed even though material adverse effects may result from the announcement of the business combination, industry-wide changes and other causes.

In general, EUSG can refuse to complete the business combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the business combination, even if such change could be said to have a material adverse effect on ADSE or EUSG, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

•        any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets;

•        any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism, military actions, earthquakes, and other natural disasters, weather conditions, epidemics, pandemics and other force majeure events (with respect to the COVID-19 pandemic, solely to the extent such effect first arises after the date of the Business Combination Agreement);

•        events or conditions generally affective the industry in which the party operates;

•        changes in GAAP or IFRS, the authoritative interpretation of GAAP or IFRS, or law;

•        changes attributable to the announcement or execution, pendency, negotiation or consummation of the Transactions (including the impact thereof on relationships with any federal, state, or local government authorities); or

•        any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position.

Furthermore, EUSG or ADSE may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the business combination, EUSG’s stock price may suffer.

Delays in completing the business combination may substantially reduce the expected benefits of the business combination.

Satisfying the conditions to, and completion of, the business combination may take longer than, and could cost more than, EUSG expects. Any delay in completing or any additional conditions imposed in order to complete the business combination may materially adversely affect the benefits that EUSG expects to achieve from the acquisition of ADSE’s business.

Parent has no operating history. The unaudited pro forma condensed combined financial information may not be an indication of Parent’s financial condition or results of operations following the business combination, and accordingly, you have limited financial information on which to evaluate Parent and your investment decision.

Parent has no operating history, and ADSE and EUSG have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the historical financial statements of EUSG and ADSE, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Parent following the business combination. Certain adjustments and assumptions have been made regarding Parent after giving effect to the business combination. ADSE and EUSG believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Parent’s results of operations or financial condition following the business combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Parent’s results of operations and financial condition and the actual financial condition and results of operations of Parent following the business combination may not be consistent with, or evident from, this pro forma financial information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Parent’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by ADSE. Parent and EUSG do not endorse any of the forecasts, projections or estimates prepared by ADSE of the business and financial performance of ADSE that may be included in the proxy statement/prospectus.

None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the business combination or toward complying with SEC guidelines or generally accepted accounting principles. ADSE’s auditors did not audit, review or perform any procedures on these forecasts or projections. The projections and forecasts were based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of EUSG and Parent and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of ADSE’s operations, or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for ADSE’s solutions, expectations as to ADSE’s customer pipeline, successful and timely construction and commissioning of green hydrogen production facilities, an evolving competitive landscape, rapid technological

change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

Failure to effectively retain, attract and motivate key employees could diminish the anticipated benefits of the business combination.

The success of the acquisition of ADSE will depend in part on the attraction, retention and motivation of executive personnel critical to the business and operations of Parent. Executives may experience uncertainty about their future roles with Parent and ADSE during the pendency of the business combination or after its completion. In addition, competitors may recruit ADSE management. If Parent is unable to attract, retain and motivate executive personnel that are critical to the successful operations of the combined business, ADSE could face disruptions in its operations, strategic relationships, key information, expertise or know-how and unanticipated recruitment and onboarding costs. In addition, the loss of key personnel could diminish the anticipated benefits of the acquisition of ADSE by EUSG.

Parent is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Parent Ordinary Shares less attractive to investors.

Parent is an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, Parent is only required to provide two years of audited financial statements and only two years of related selected financial data and management discussion and analysis of financial condition and results of operations disclosure. In addition, Parent is not required to obtain auditor attestation of its reporting on internal control over financial reporting, has reduced disclosure obligations regarding executive compensation and is not required to hold non-binding advisory votes on executive compensation. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Parent has elected to take advantage of such extended transition period. Parent cannot predict whether investors will find the Parent Ordinary Shares to be less attractive as a result of its reliance on these exemptions. If some investors find the Parent Ordinary Shares to be less attractive as a result, there may be a less active trading market for the Parent Ordinary Shares and the price of the Parent Ordinary Shares may be more volatile.

Parent will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which Parent has total annual gross revenue of $1.07 billion; (ii) the last day of Parent’s fiscal year following the fifth anniversary of the date on which EUSG consummated its initial public offering; (iii) the date on which Parent issues more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Parent Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

Further, there is no guarantee that the exemptions available to Parent under the JOBS Act will result in significant savings. To the extent that Parent chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact Parent’s financial condition.

Parent may need additional capital in the future to meet its financial obligations and to pursue its business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise Parent’s ability to meet its financial obligations and grow its business.

While EUSG’s management anticipates that the funds made available from the PIPE Investment and EUSG’s trust fund following the completion of the business combination will be sufficient to fund Parent’s operations for at least the next 36 to 48 months, Parent may need to raise additional capital to fund operations in the future or finance future acquisitions.

If Parent seeks to raise additional capital in order to meet various objectives, including developing existing or future technologies and solutions, increasing working capital, acquiring new clients, expanding geographically and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all. Lack of sufficient capital resources could significantly limit Parent’s ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity

component would dilute stock ownership. If adequate additional funds are not available, Parent may be required to delay, reduce the scope of, or eliminate material part of its business strategy, including acquiring potential new clients or the continued development of new or existing technologies or solutions and geographic expansion.

Parent will incur significant costs and devote substantial management time as a result of being subject to reporting requirements in the United States, which may adversely affect the operating results of Parent in the future.

As a company subject to reporting requirements in the United States, Parent will incur significant legal, accounting and other expenses that Parent would not have incurred as a private Irish company. For example, Parent will be subject to the reporting requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements will increase Parent’s legal and financial compliance costs and will make some activities more time consuming and costly, while also diverting management attention. In particular, Parent expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when it is no longer an emerging growth company as defined by the JOBS Act.

Because Parent currently does not have plans to pay cash dividends on the Parent Ordinary Shares, you may not receive any return on investment unless you sell your Parent Ordinary Shares for a price greater than that which you paid for EUSG ordinary shares.

Parent currently does not expect to pay any cash dividends on Parent Ordinary Shares. Any future determination to pay cash dividends or other distributions on Parent Ordinary Shares will be at the discretion of the board of directors and will be dependent on Parent’s earnings, financial condition, operating results, capital requirements, and contractual, regulatory and other restrictions, including restrictions contained in the agreements governing any existing and future outstanding indebtedness Parent or Parent’s subsidiaries incur, on the payment of dividends by Parent or by Parent’s subsidiaries to Parent, and other factors that Parent’s board of directors deems relevant. As a result, you may not receive any return on an investment in the Parent Ordinary Shares unless you sell the Parent Ordinary Shares for a price greater than that which you paid for the EUSG ordinary shares.

An active trading market of the Parent Ordinary Shares and Parent Warrants may not be sustained and investors may not be able to resell their Parent Ordinary Shares and Parent Warrants at or above the price for which they purchased the EUSG securities.

An active trading market for the Parent Ordinary Shares and Parent Warrants may not be sustained. In the absence of an active trading market for the Parent Ordinary Shares and/or Parent Warrants, investors may not be able to sell their Parent Ordinary Shares or Parent Warrants, respectively, at or above the price they paid at the time that they would like to sell. In addition, an inactive market may impair Parent’s ability to raise capital by selling shares or equity securities and may impair its ability to acquire business partners by using the Parent Ordinary Shares as consideration, which, in turn, could harm Parent’s business.

The trading price of the Parent Ordinary Shares or Parent Warrants may be volatile, and holders of the Parent Ordinary Shares or Parent Warrants could incur substantial losses.

The stock market in general has experienced extreme volatility in the wake of the COVID-19 pandemic that has often been unrelated to the operating performance of particular companies. As a result of this volatility, EUSG’s shareholders may not be able to sell their Parent Ordinary Shares or Parent Warrants at or above the price paid for EUSG securities. The market price for the Parent Ordinary Shares and Parent Warrants may be influenced by many factors, including:

•        The continued impact of COVID-19 or other adverse public health developments;

•        Actual or anticipated variations in operating results;

•        Changes in financial estimates by Parent or by any securities analysts who might cover Parent;

•        Conditions or trends in Parent’s industry;

•        Stock market price and volume fluctuations of other publicly traded companies and, in particular, those that operate in the electric vehicle charging infrastructure industry;

•        Announcements by Parent or its competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;

•        Announcements of investigations or regulatory scrutiny of Parent or lawsuits against Parent;

•        Capital commitments;

•        Political and country risks in the geographical areas in which Parent is operating;

•        Business disruption and costs related to shareholder activism;

•        Additions or departure of key personnel;

•        Sales of Parent Ordinary Shares and Parent Warrants, including sales by Parent’s directors and officers or significant shareholders; and

•        Expectations of future cash dividend declarations and payments.

If EUSG is unable to complete the business combination with ADSE or another business combination by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A), EUSG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding EUSG Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against EUSG and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could be less than $[•] per share.

Under the terms of EUSG’s M&A, EUSG must complete the business combination with ADSE or another business combination by January 26, 2023 (unless such date is extended by EUSG’s shareholders) or EUSG must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding EUSG Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against EUSG. Although EUSG has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of EUSG’s public shareholders. If EUSG is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to EUSG if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under EUSG’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Furthermore, the Sponsor will not be liable to public shareholders and instead will only have liability to EUSG. EUSG has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and, therefore, the Sponsor may not be able to satisfy those obligations. EUSG has not asked the Sponsor to reserve for such eventuality. Therefore, the per-share distribution from the trust account in such a situation may be less than the approximately $[•] estimated to be in the trust as of two business days prior to the meeting date, due to such claims.

Additionally, if EUSG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if EUSG otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, EUSG may not be able to return to its public shareholders the estimated $[•] per public share.

EUSG’s shareholders may be held liable for claims by third parties against EUSG to the extent of distributions received by them.

If EUSG is unable to complete the business combination with ADSE or another business combination within the required time period, EUSG will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding EUSG Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to EUSG to pay EUSG’s income taxes and to pay dissolution expenses, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. EUSG cannot assure you that it will properly assess all claims that may be potentially brought against EUSG. As such, EUSG’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, EUSG cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by EUSG.

EUSG and Parent may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Parent’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, neither Parent nor EUSG is aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transaction.

If the Merger does not qualify as a reorganization for U.S. federal income tax consequences, there may be adverse tax consequences to EUSG security holders.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, then the Merger may constitute a fully taxable transaction, and in such case, a U.S. Holder (as defined below) that exchanges its EUSG ordinary shares or EUSG warrants for the consideration pursuant to the Merger would generally recognize gain or loss equal to the difference between (i) the fair market value of the Parent Ordinary Shares and Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the EUSG ordinary shares and EUSG warrants exchanged therefor. For a more detailed discussion of certain material U.S. federal income tax considerations of the Merger to U.S. Holders, see the section titled “Certain Material U.S. Federal Income Tax Considerations.”

Following the proposed business combination, Parent may redeem your Parent Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.

Following the proposed business combination, Parent may redeem your Parent Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. Parent will have the ability to redeem outstanding Parent Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last sales price of the Parent Ordinary Shares reported has been at least $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within the 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. Parent will not redeem the warrants as described above unless (i) a registration statement under the Securities Act covering the Parent Ordinary Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those Parent Ordinary Shares is available throughout the 30-day redemption period or (ii) Parent has elected to require the exercise of the Parent Public Warrants on a cashless basis; provided, however, that if and when the Parent Public Warrants become redeemable by Parent, Parent may not exercise such redemption right if the issuance of Parent Ordinary Shares upon exercise of the Parent Public

Warrants is not exempt from registration or qualification under applicable state blue sky laws or Parent is unable to effect such registration or qualification. Redemption of the outstanding Parent Public Warrants could force you (i) to exercise your Parent Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Parent Public Warrants at the then-current market price when you might otherwise wish to hold your Parent Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Parent Public Warrants are called for redemption, is likely to be substantially less than the market value of your Parent Public Warrants.

Recent trading prices for the EUSG Ordinary Shares have not met the $18.00 per share threshold at which the EUSG Public Warrants would become redeemable. In such a case, the holders will be able to exercise their Parent Public Warrants prior to redemption for a number of Parent Ordinary Shares determined based on the fair market value of the Parent Ordinary Shares.

The value received upon exercise of the Parent Public Warrants (1) may be less than the value the holders would have received if they had exercised their Parent Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Parent Public Warrants.

If EUSG or Parent is as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If EUSG or Parent is a PFIC during any period that is included in the holding period of a U.S. Holder of EUSG or Parent securities, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and additional reporting requirements. For a more detailed discussion of certain material U.S. federal income tax considerations that may be relevant to a U.S. Holder in respect of EUSG’s or Parent’s PFIC classification, please see the section titled “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Regime.”

Other Risks Associated with the Business of Parent

Investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because Parent is formed under Irish law.

Parent is a company formed under the laws of Ireland, all of its properties are located outside of the United States, a majority of Parent’s directors and officers reside outside of the United States and all of Parent’s assets are and are likely in the future to be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights against Parent, to effect service of process upon Parent’s directors or officers or to enforce judgements of United States courts predicated upon civil liabilities and criminal penalties on Parent’s directors under United States laws.

Parent’s corporate affairs will be governed by Parent’s M&A, the Irish Companies Act and the common law of Ireland. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Parent’s directors under Irish law are governed by the Irish Companies Act and the common law of Ireland. The rights of the Parent shareholders and the fiduciary responsibilities of Parent’s directors under Irish law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, Ireland has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. See “Comparison of Corporate Governance and Shareholder Rights” for a discussion of certain differences between Irish and Cayman Islands corporate law.

The jurisdiction and choice of law clauses set forth in the Amended and Restated Warrant Agreement, and Parent’s status as an Irish company, may have the effect of limiting a warrantholder’s ability to effectively pursue its legal rights against Parent in any United States court.

The Amended and Restated Warrant Agreement provides that disputes arising under the Amended and Restated Warrant Agreement are governed by New York law and that Parent consents to jurisdiction in courts of the State of New York or the United States District Court for the Southern District of New York. This provision may limit the ability of warrantholders to bring a claim against Parent other than in courts of the State of New York or the United States District Court for the Southern District of New York and may limit a warrantholder’s ability to bring a claim in a judicial

forum that it finds more favorable for disputes under the Amended Warrant Agreement. The Amended and Restated Warrant Agreement, however, also expressly makes clear that this choice of law and forum provision shall not restrict a warrantholder from bringing a claim under the Exchange Act in any federal or state court having jurisdiction over such claim. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Irrespective of the ability of a warrantholder to bring an action in any such forum, due to the fact that Parent is an Irish company with all of its properties located outside of the United States, if a warrantholder brings a claim against Parent under the Amended Warrant Agreement, the Securities Act or Exchange Act, or otherwise, such warrantholder may have difficulty pursuing its legal rights against Parent in any United States courts having jurisdiction over any such claims.

Risks Relating to Irish Law

Following completion of the Transactions, a transfer of Parent Ordinary Shares or Parent Warrants, other than one effected by means of the transfer of book-entry interests in the Depositary Trust Company, may be subject to Irish stamp duty.

Submission has been made to the Irish Revenue Commissioners to confirm that transfers of Parent Ordinary Shares and Parent Warrants effected by means of the transfer of book entry interests in the Depositary Trust Company (“DTC”) will not be subject to Irish stamp duty. It is expected that this confirmation should be granted. It is anticipated that the majority of Parent Ordinary Shares and Parent Warrants will be traded through DTC by brokers who hold such shares on behalf of customers.

However, if you hold your Parent Ordinary Shares and/or Parent Warrants directly rather than beneficially through DTC, any transfer of your Parent Ordinary Shares and/or Parent Warrants could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the Parent Ordinary Shares or Parent Warrants acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your Parent Ordinary Shares.

If the Parent Ordinary Shares or Parent Warrants are not eligible for deposit and clearing within the facilities of DTC, then transactions in the Parent Ordinary Shares and/or Parent Warrants may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

Upon the completion of the Transactions, the Parent Ordinary Shares and the Parent Warrants will be eligible for deposit and clearing within the DTC system. We expect to enter into arrangements with DTC whereby we will agree to indemnify DTC for any Irish stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for the Parent Ordinary Shares and such Parent Warrants. We expect these actions, among others, will result in DTC agreeing to accept the Parent Ordinary Shares and Parent Warrants for deposit and clearing within its facilities upon the completion of the Transactions.

DTC is not obligated to accept the Parent Ordinary Shares or Parent Warrants for deposit and clearing within its facilities upon the completion of the Transactions and, even if DTC does initially accept the Parent Ordinary Shares and/or Parent Warrants, it generally will have discretion to cease to act as a depository and clearing agency for the Parent Ordinary Shares and/or Parent Warrants. If DTC determined prior to the completion of the Transactions that the Parent Ordinary Shares and/or Parent Warrants are not eligible for clearance within its facilities, then we would not expect to complete the Transactions in their current form. However, if DTC determined at any time after the completion of the Transactions that the Parent Ordinary Shares and/or Parent Warrants were not eligible for continued deposit and clearance within its facilities, then we believe the Parent Ordinary Shares and/or Parent Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the Parent Ordinary Shares and/or Parent Warrants would be disrupted. While we would pursue alternative arrangements to preserve Parent’s listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Parent Ordinary Shares and/or Parent Warrants.

In certain limited circumstances, dividends paid by Parent may be subject to Irish dividend withholding tax.

Parent does not intend to pay dividends on its capital stock in the foreseeable future. If Parent were to declare and pay dividends, in certain limited circumstances, dividend withholding tax (currently at a rate of 25%) may arise in respect of dividends paid on the Parent Ordinary Shares. A number of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other exempt countries may be entitled to exemptions from dividend withholding tax.

Submission has been made to the Irish Revenue Commissioners to confirm that shareholders resident in the U.S. that hold their Parent Ordinary Shares through DTC will not be subject to dividend withholding tax, provided the addressees of the beneficial owners of such Parent Ordinary Shares in the records of the brokers holding such Parent Ordinary Shares are recorded as being in the U.S. (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by Parent). It is expected that this confirmation should be granted. However, other holders of Parent Ordinary Shares may be subject to dividend withholding tax, which could adversely affect the price of their Parent Ordinary Shares.

After the Transactions, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from Parent will not be subject to Irish income tax in respect of those dividends unless they have some connection with Ireland other than their shareholding in Parent (for example, they are resident in Ireland). Shareholders who receive dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on those dividends.

Parent Ordinary Shares or Parent Warrants received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (“CAT”) could apply to a gift or inheritance of Parent Ordinary Shares or Parent Warrants irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Parent Ordinary Shares and Parent Warrants will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents.

It is recommended that each shareholder consult his or her own tax advisor as to the tax consequences of holding Parent Ordinary Shares and Parent Warrants in, and receiving distributions from, Parent.

Provisions in Parent’s M&A and under Irish law could make an acquisition of Parent more difficult, may limit attempts by Parent shareholders to replace or remove Parent’s management, may limit shareholders’ ability to obtain a favorable judicial forum for disputes with Parent or Parent’s directors, officers, or employees, and may limit the market price of the Parent Ordinary Shares and/or Parent Warrants.

Provisions in Parent’s M&A may have the effect of delaying or preventing a change of control or changes in Parent’s management. Parent’s M&A include provisions that:

•        require that Parent’s board of directors is classified into three classes of directors with staggered three-year terms;

•        permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; and

•        prohibit shareholder action by written consent without unanimous approval of all holders of Parent Ordinary Shares.

Parent’s M&A contains exclusive forum provisions for certain claims, which could limit Parent’s shareholders’ ability to obtain a favorable judicial forum for disputes with Parent or Parent’s directors, officers or employees.

Parent’s M&A provides that unless Parent consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act 1933 of the United States (the “Federal Forum Provision”). Moreover, Section 22 of the Securities Act creates concurrent

jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Parent’s decision to adopt the Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by Parent’s shareholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Parent’s M&A confirms that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Exchange Act. Accordingly, actions by Parent’s shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of Parent’s securities shall be deemed to have notice of and consented to Parent’s exclusive forum provisions, including the Federal Forum Provision. Additionally, Parent’s shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. These provisions may lead to Parent’s shareholders incurring increased costs if they were to bring a claim against Parent, and may limit Parent’s shareholders’ ability to bring a claim in a judicial forum they find favorable for disputes with Parent or Parent’s directors, officers, or other employees, which may discourage lawsuits against Parent and Parent’s directors, officers, and other employees and agents. Alternatively, if a court were to find the choice of forum provision contained in Parent’s M&A to be inapplicable or unenforceable in an action, Parent may incur additional costs associated with resolving such action in other jurisdictions, which may have an adverse effect on Parent’s business, financial condition and results of operations.

As a matter of Irish law, Parent’s shareholders are bound by the provisions of Parent’s M&A. An Irish court would be expected to recognise the exclusive jurisdiction of the federal district courts of the United States of America in respect of causes of action arising under the Exchange Act or the Securities Act 1933.

As an Irish public limited company, certain capital structure decisions regarding Parent will require the approval of the shareholders of Parent, which may limit Parent’s flexibility to manage its capital structure.

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. Parent’s M&A authorizes the Board of Directors of Parent to allot shares up to the maximum of Parent’s authorized but unissued share capital until October 1, 2026. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.

While Irish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for Parent’s M&A, or for shareholders of Parent in a general meeting, to exclude such pre-emptive rights. Parent’s M&A excludes pre-emptive rights until October 1, 2026. This exclusion will need to be renewed by special resolution upon its expiration and at periodic intervals thereafter. Under Irish law, a disapplication of pre-emption rights may be authorized for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought or approved.

Attempted takeovers of Parent will be subject to the Irish Takeover Rules and will be under the supervisory jurisdiction of the Irish Takeover Panel.

Parent will be subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including Nasdaq. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly

prejudiced and, in situations involving multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the Board of Directors of Parent will not be permitted, without shareholder approval, to take certain actions which might frustrate an offer for Parent Ordinary Shares once the Board of Directors of Parent has received an approach that might lead to an offer or has reason to believe that an offer is, or may be, imminent.

Under the Irish Takeover Rules, if an acquisition of Parent Ordinary Shares were to increase the aggregate holdings of the acquirer (together with its concert parties) to 30% or more of the voting rights of Parent, such acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding Parent Ordinary Shares at a price not less than the highest price paid by such acquirer or its concert parties for Parent Ordinary Shares during the previous 12 months. This requirement would also be triggered by the acquisition of Parent Ordinary Shares by any person holding (together with its concert parties) between 30% and 50% of the voting rights of Parent if the effect of such acquisition were to increase that person’s voting rights by 0.05% within a 12-month period.

Anti-takeover provisions in Parent’s M&A could make an acquisition of Parent more difficult. Parent’s M&A contains provisions that may delay or prevent a change of control, discourage bids at a premium over the market price of Parent Ordinary Shares, adversely affect the market price of Parent Ordinary Shares, and adversely affect the voting and other rights of shareholders of Parent. These provisions include: (i) permitting the Board of Directors of Parent to issue preference shares without the approval of Parent Shareholders, with such rights, preferences and privileges as they may designate; and (ii) allowing the Board of Directors of Parent to adopt a shareholder rights plan upon such terms and conditions as it deems expedient in the interests of Parent.

Risks Related to ADSE’s Business

ADSE is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the near term.

ADSE incurred a net loss of EUR 10.3 million for the year ended December 31, 2020, and had an accumulated deficit of approximately EUR 29.6 million at that time. ADSE believes it will continue to incur operating and net losses each quarter for the near term. ADSE’s ability to continue as a going concern will depend on the completion of the transaction contemplated by the Business Combination Agreement or ADSE’s ability to obtain sufficient funding from other sources. ADSE’s annual financial statements for the year ended December 31, 2020, do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a basis that assumes ADSE will continue as a going concern. Even if it achieves profitability, there can be no assurance that it will be able maintain profitability in the future.

ADSE’s potential profitability of the revenue stream “Charging” is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles and other electric transportation modalities, which may not occur. ADSE’s potential profitability of the revenue stream “Commercial and Industrial” depends on expansion of decentralized power supply systems and the need of commercial and industrial customer for the battery storage systems. Our potential profitability of the revenue stream “Residential” depends on expansion of residential photovoltaic systems and the adoption of residential coupling (connecting PV system with heating and residential EV charging by using battery storage systems).

ADSE has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.

ADSE has experienced rapid growth in recent periods. For example, the number of employees has grown from an average of 46 in 2018 to 104 in 2021. The growth and expansion of our business has placed and continues to place a significant strain on management, engineering, operations, financial infrastructure and corporate culture. ADSE relies on its sales and marketing teams to expand its commercial footprint and obtain new customers and partners, respectively, in order to grow its EV charger, commercial and residential business, and ADSE relies on its engineering, operations and project management personnel to build out and serve new customers. ADSE also relies on its technology team, which is currently being scaled, to continue to develop improvements, enhancements and new functionality in its EV charging products and battery storage systems. ADSE plans to continue to expand in these functional areas but it may not be able to recruit and hire a sufficient number of competent personnel with the requisite skills, technical expertise and experience, which may adversely affect its ability to expand such capabilities.

In the event of further growth, ADSE’s information technology systems and ADSE’s internal control over financial reporting and procedures may not be adequate to support its operations and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain unauthorized access to business information or misappropriate funds. ADSE may also face risks to the extent such bad actors infiltrate the information technology infrastructure of its contractors.

To manage growth in operations and personnel, ADSE will need to continue to improve its operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in development and introduction of new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect its business performance and operating results.

Failure to expand ADSE’s geographic footprint and to build scalable and robust processes could harm its prospects for growth and profitability, and ADSE may never successfully do so or achieve or sustain profitability.

ADSE’s ability to achieve significant revenue growth and profitability in the future will depend, in large part, on its success in expanding its product portfolio and business both within its existing markets and to additional markets and geographies and building scalable and robust processes to manage its business and operations. If prospective customers and business partners in such existing and new markets and geographies do not perceive ADSE’s product and service offerings to be of value to them or ADSE’s EV charging products, battery storage systems and services are not favorably received by them in such markets, ADSE may not be able to attract and retain such customer and business partners and successfully expand in its existing markets and to new markets and geographies.

In addition, if ADSE is not able to build scalable and robust processes to manage its existing business operations and prospective growth and expansion, it may fail to satisfy and retain its existing customers and business partners and may not be able to attract new customers and business partners in additional markets and, as a result, ADSE’s ability to maintain and/or grow its business and achieve or sustain profitability will be adversely affected.

ADSE currently faces competition from a number of companies, particularly in commercial and industrial battery-based energy-storage market in Europe, and expects to face significant competition in the future as the market for the EV High-Power-Charger develops.

The EV charging market is relatively new and competition is still developing. ADSE primarily competes with providers of battery-buffered and non-battery-buffered ultra-fast EV charging platforms. Large early-stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. In addition, there are multiple competitors in Europe and the United States with limited funding, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider.

In addition, there are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses. For example, Tesla Inc. continues to build out its supercharger network across the United States and Europe for its vehicles and announced it will open its network for other brands in Europe, which could reduce overall demand for EV charging at other sites. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking to have on premise EV charging capability as well as for home charging. In addition, many EV charging manufacturers are offering home charging equipment, which could reduce demand for fast charging capabilities of potential customers and reduce the demand for onsite charging capabilities if EV owners who find charging at home to be sufficient.

The commercial and industrial battery-based energy-storage market is growing rapidly and ADSE competitors are mainly specialized platform providers for residential or commercial and industrial applications. Within Europe, large markets such as Germany, Austria and Switzerland, ask for long-term serviceability, high quality and reliability of battery-storage systems to scale channels and to gain market share. Within Europe, there are multiple competitors, many of them new to the market, which could cause poor experience and aggravate the usage and implementation of battery-based energy storage systems. Further there are other means for means for energy storage systems, which could affect the level of demand for battery-based storage systems. For example, hydrogen-based energy storage systems

could become an additional possibility to store energy, which could reduce the overall demand for battery-based energy storage systems. Also, energy suppliers and grid service providers can provide centralized energy storage system or extend significantly the grid itself, which could decrease the overall demand of decentralized systems.

Further for EV charging and commercial battery storage system market, ADSE’s current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than ADSE to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put ADSE at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of ADSE’s current or future target markets, which could create price pressure. In light of these factors, even if ADSE’s offerings are more effective and higher quality than those of its competitors, current or potential customers may accept competitive solutions. If ADSE fails to adapt to changing market conditions or continue to compete successfully with current charging platform providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

ADSE faces risks related to natural disaster and health pandemics, including the recent coronavirus (“COVID-19”) pandemic, which could have a material adverse effect on its business and results of operations.

The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and has led to reduced economic activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle and photovoltaic manufacturers and suppliers around the world. Any sustained downturn in demand for EVs or photovoltaic or battery storage system would harm ADSE’s business.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns. These measures may adversely impact ADSE’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for ADSE products. These measures by government authorities may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.

ADSE has modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences. ADSE has also implemented additional safety protocols for essential workers, has implemented cost cutting measures in order to reduce its operating costs, and may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of ADSE’s workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, its operations will be negatively impacted. Furthermore, if significant portions of its customers’ or potential customers’ workforces are subject to stay-at-home orders or otherwise have substantial numbers of their employees working remotely for sustained periods of time, user demand for High-Power-Charger and services will decline.

The extent to which the COVID-19 pandemic impacts ADSE’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in High-Power-Chargers and battery storage systems or in providing installation or maintenance services. Even after the COVID-19 pandemic has subsided, ADSE may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for ADSE’s products and services.

ADSE relies on a limited number of suppliers and manufacturers for its products. A loss of any of these partners could negatively affect its business.

ADSE relies on a limited number of suppliers to manufacture its High-Power-Charger and battery storage systems, including in some cases only a single supplier for some products and components. This reliance on a limited number of manufacturers increases ADSE’s risks, since it does not currently have proven reliable alternative or replacement manufacturers beyond these key parties. In the event of interruption, it may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Thus, ADSE’s business could be adversely affected if one or more of its suppliers is impacted by any interruption at a particular location.

If ADSE experiences a significant increase in demand for its products, or if it needs to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms, which may undermine its ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to assemble circuit board or battery cells and submodules in sufficient volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires ADSE to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers could have an adverse effect on ADSE’s business, financial condition and operating results.

Increases in costs, disruption of supply, or shortage of materials, could harm our business.

ADSE may experience increases in the cost or a sustained interruption in the supply or shortage of materials necessary for the production, maintenance and service of our systems and related technologies. Any such increase in cost, supply interruption, or materials shortage could adversely impact its business, prospects, financial condition, and operating results. ADSE’s suppliers use various materials. The prices and supply of these materials may fluctuate, depending on market conditions and global demand for these materials, including increased production of electric vehicles and other energy storage applications by our competitors and companies in adjacent markets such as passenger cars and stationary storage.

Substantial increases in the prices for our materials or prices charged to us could reduce our margins if ADSE cannot recoup the increased costs through increased sale prices on its systems. Furthermore, fluctuations in fuel costs, or other economic conditions, may cause ADSE to experience significant increases in freight charges and material costs. Moreover, any attempts to increase prices in response to increased material costs could increase the difficulty of selling at attractive prices to new and existing customers and lead to cancellations of customer orders. If ADSE is unable to effectively manage its supply chain and respond to disruptions to its supply chain in a cost-efficient manner, ADSE may fail to achieve the financial results it expects or that financial analysts and investors expect, and its business, prospects, financial condition, and operating results may be adversely affected.

ADSE’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future.

ADSE does not typically install High-Power-Charger or residential and commercial battery storage systems at customer sites. The installations are typically performed by ADSE partners, customers or electrical contractors with an existing relationship with the customer and/or knowledge of the site. For industrial customer project the installation is typically performed by ADSE or by a partner of ADSE. The installation of High-Power-Charger and battery storage systems at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations may hinder EV charger and battery storage installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact ADSE’s recognition of revenue in certain cases and/or impact customer relationships, either of which could impact ADSE’s business and profitability.

Furthermore, ADSE may in the future elect to install its products at customer sites or manage contractors, likely as part of offering customers a turnkey solution. Working with contractors may require ADSE to obtain licenses or require it or its customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation project. In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to ADSE or cause customers to become dissatisfied with the solutions ADSE offers.

While ADSE to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risks associated with acquisitions.

ADSE may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into ADSE’s own business would require attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

If ADSE is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.

ADSE’s success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business.

Competition for employees can be intense, particularly in area of Stuttgart, Germany, where ADSE is headquartered, and the ability to attract, hire and retain them depends on ADSE’s ability to provide competitive compensation. ADSE may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the execution of its global business strategy.

ADSE is expanding operations internationally, which will expose it to additional tax, compliance, market and other risks.

ADSE’s primary operations are in Germany and it maintains contractual relationships with parts and manufacturing suppliers in Asia, the United States, Europe and other locations. Also, ADSE is continuing to invest to increase its presence in the United States. Managing this expansion requires additional resources and controls, and could subject ADSE to risks associated with international operations, including:

•        conformity with applicable business customs, including translation into foreign languages and associated expenses;

•        lack of availability of government incentives and subsidies;

•        challenges in arranging, and availability of, financing for customers;

•        potential changes to its established business model;

•        cost of alternative power sources, which could vary meaningfully outside of Germany;

•        difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

•        installation challenges, including those associated with local licensing and permitting requirements;

•        differing driving habits and transportation modalities in other markets;

•        different levels of demand among commercial, industrial and residential customers;

•        compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information

security, privacy, and data protection laws and regulations such as the European Union (the “EU”) General Data Protection Regulation (“GDPR”), national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area;

•        compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom Anti-Bribery Act;

•        conforming products to various international regulatory and safety requirements;

•        difficulty in establishing, staffing and managing foreign operations;

•        difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

•        restrictions on repatriation of earnings;

•        compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable German tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and

•        challenges in obtaining intellectual property protection, policing the unauthorized use of intellectual property or pursuing enforcement of intellectual property rights outside of Germany;

•        regional economic and political conditions.

In addition, any continued expansion is likely to involve the incurrence of significant upfront capital expenditures. As a result of these risks, ADSE’s current expansion efforts and any potential future international expansion efforts may not be successful.

ADSE’s management has limited experience in operating in the consolidated group of a U.S. public company.

ADSE’s management will have limited experience in the management of a company that is a significant part of a U.S. public company. ADSE’s management team may not successfully or effectively manage its transition to this structure that will be subject to significant regulatory oversight and reporting obligations under relevant securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the newly combined company. ADSE may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of U.S. public companies. The development and implementation of the standards and controls necessary for the combined company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that ADSE will be required to expand our employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

ADSE may need to raise additional funds and these funds may not be available when needed.

ADSE may need to raise additional capital in the future to further scale its business and expand to additional markets. ADSE may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. ADSE cannot be certain that additional funds will be available on favorable terms when required, or at all. If ADSE cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If ADSE raises funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict ADSE’s business, or other unfavorable terms.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ADSE’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ADSE’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on ADSE’s systems

in the future. Any attempts by cyber attackers to disrupt ADSE’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage its reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and ADSE may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm ADSE’s reputation, brand and ability to attract customers.

ADSE may in the future experience, service and production disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If ADSE’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.

ADSE has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business operations. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect its business and financial results.

Risk Relating to EV Market

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ADSE’s products and services.

As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers, consumers and others such as regulatory bodies. Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market.

If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially and adversely affect ADSE’s business, operating results, financial condition and prospects.

ADSE’s future growth and success is partly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.

ADSE’s growth in the upcoming years is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, ADSE’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

•        perceptions about EV features, quality, safety, performance and cost;

•        perceptions about the limited range over which EVs may be driven on a single battery charge;

•        competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

•        volatility in the cost of oil and gasoline;

•        concerns regarding the stability of the electrical grid;

•        the decline of an EV battery’s ability to hold a charge over time;

•        availability of service for EVs;

•        consumers’ perception about the convenience and cost of charging EVs;

•        increases in fuel efficiency;

•        government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

•        relaxation of government mandates or quotas regarding the sale of EVs; and

•        concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and ADSE’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect ADSE’s business, financial condition and operating results.

Risks Relating to Battery Storage System Market

Lithium-ion battery modules in the marketplace have been observed to catch fire or vent smoke and flame, and such events have raised concerns over the use of such batteries.

ADSE uses lithium-ion battery cells in the production of battery modules for industrial and consumer equipment. Historically, lithium-ion batteries in laptops and cell phones have been reported to catch fire or vent smoke and flames, and more recently, news reports have indicated that several electric vehicles that use high-power lithium-ion batteries have caught on fire. As such, any adverse publicity and issues as to the use of high-power batteries in automotive or other applications will affect ADSE’s business and prospects. In addition, any failure of the battery cells used in our products may cause damage to the industrial or consumer equipment or lead to personal injury or death and may subject us to lawsuits. ADSE may have to recall our products using battery cells, which would be time-consuming and expensive. Further, product liability claims, injuries, defects, or other problems experienced by other companies in the lithium-ion battery market could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

Changes to battery energy storage standards or the success of alternative energy storage technologies may negatively impact the battery-energy storage market and thus the demand for ADSE’s products and services.

As regulatory initiatives and consumer behaviors have required an increase in the renewable energy, the demand for energy storage systems has been increasing. If renewable energy requirements can be replaced by nuclear power stations, for example, or if grid extension or centralized energy storage systems can be developed, whether as the result of regulations or otherwise, the demand of decentralized energy storage systems could diminish. In addition, the usage of renewable energy and decentralized systems is different than the usage of fossil energy and centralized energy systems which because it requires behavior change and education of influencers, consumers and others

such as regulatory bodies. Developments in alternative technologies, such as hydrogen adversely affect demand for battery-energy storage stations. Regulatory bodies may also adopt rules that substantially favor certain alternatives to battery-based storage system over others. This may impose additional obstacles to the purchase of battery-based systems.

If any of the above cause or contribute to consumers or businesses to no longer purchase decentralized renewable energy and battery energy storage systems or purchase them at a lower rate, it would materially and adversely affect ads-Energy´s business, operating results, financial condition and prospects.

ADSE may face significant costs relating to environmental regulations for the storage and shipment of its lithium-ion battery packs.

Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage, transportation, and disposal of various components of advanced energy storage systems. Although ADSE believes that its operations are in material compliance with applicable environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Moreover, Federal, state, and local governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy storage systems. Compliance with such additional regulations could require us to devote significant time and resources and could adversely affect demand for our products. There can be no assurance that additional or modified regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy systems will not be imposed.

ADSE’s future growth and success is partly correlated with and thus dependent upon the continuing rapid adoption of decentralized renewable energy.

ADSE’s growth in the upcoming years is partly dependent upon the adoption of individual renewable energy by businesses and consumers. The market for individual installed renewable energy is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for battery-energy storage systems has grown in recent years, there is no guarantee of continuing future demand. If the market for battery-energy storage systems develops more slowly than expected, or if demand for it decreases, ADSE’s business, prospects, financial condition and operating results would be harmed. The market for battery-energy storage systems could be affected by numerous factors, such as:

•        perceptions about features, quality, safety, performance and cost;

•        perceptions about the limited capacity over the usage of battery systems or renewable energy source

•        competition, including from other types of alternative storage systems

•        volatility in the cost of energy;

•        concerns regarding the stability of the electrical grid;

•        availability of service;

•        consumers’ perception about the convenience and cost of battery energy system;

•        decrease of cost for general energy supply;

•        government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to battery-energy systems or decarbonization generally; and

•        concerns about the future viability of battery-energy systems manufacturers.

In addition, sales of battery energy storage systems can be cyclical, which may affect growth in acceptance of it. It is uncertain how macroeconomic factors will impact demand for individual energy storage systems, particular as it is investment to the future. Any significant decline in demand from customers could reduce demand for battery-energy storage systems and ADSE’s products and services in particular.

The EV and battery energy storage market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs, EV charging stations and battery storage systems. The reduction, modification, or elimination of such benefits, or any delay in payment could cause reduced demand for ADSE’s products or delay their purchase or production, which would adversely affect its financial results.

The U.S. and German federal governments, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs, EV charging stations and battery energy storage systems in the form of rebates, tax credits and other financial incentives, such as payments for regulatory credits. The EV and battery energy storage market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. In addition, there may be delays in the payment of rebates, or in the recognition of tax credits, which could affect the timing of purchases by customers and also result in a delay or reduction in the production cycle. All of these events could result in an adverse effect on ADSE’s financial results.

The EV charging and battery-energy storage markets are characterized by rapid technological change, which requires ADSE to continue to develop new products and product innovations and maintain and expand its intellectual property portfolio. Any delays in such development could adversely affect market adoption of its products and ADSE’s business, financial condition and operational result.

Continuing technological changes in battery, battery energy storage systems and other technologies could adversely affect adoption of current EV charging and energy storage technology and/or ADSE’s products and services. ADSE’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the market and business models. As new products are introduced, gross margins tend to decline in the near term and improves as the product become more mature and with a more efficient manufacturing process.

As EV and battery energy storage technologies change, ADSE may need to upgrade or adapt its platform technology and introduce new products and services in order to serve its customers that have the latest technology, which could involve substantial costs. In addition, changes in federal and state regulatory requirements, such as German charging station decree, which regulates for example contact less payment functionality on EV charging stations, could require ADSE to develop and adopt technologies for its charging stations that ADSE would otherwise not adopt, in order to ensure it remains in compliance with applicable law. Even if ADSE is able to keep pace with changes in technology, and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

ADSE cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage ADSE’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase ADSE’s competitors’ products or services.

If ADSE is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects will be adversely affected.

Certain estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate.

This prospectus includes estimates of the addressable market for ADSE’s solutions and the EV and battery storage market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this prospectus relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be

inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted, ADSE’s business could fail to grow at similar rates.

Risks Related to ADSE’s Technology, Intellectual Property and Infrastructure

ADSE may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge ADSE to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that ADSE will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, ADSE may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase ADSE’s operating expenses. In addition, if ADSE is determined to have or believes there is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that ADSE’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to ADSE’s products and services, ADSE may be required to indemnify such customers and business partners. If ADSE were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

ADSE’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

ADSE’s success depends, at least in part, on ADSE’s ability to protect its core technology and intellectual property. To accomplish this, ADSE relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of ADSE’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

The measures ADSE takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•        any patent applications ADSE submits may not result in the issuance of patents;

•        the scope of issued patents may not be broad enough to protect proprietary rights;

•        any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;

•        the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

•        current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;

•        know-how and other proprietary information ADSE purports to hold as a trade secret may not qualify as a trade secret under applicable laws; and

•        proprietary designs and technology embodied in ADSE’s products may be discoverable by third-parties through means that do not constitute violations of applicable laws.

Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the Germany. Further, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, ADSE’s intellectual property rights may not be as strong or as easily enforced outside of the Germany.

Certain patents in the EV and battery storage space may come to be considered “standards essential.” If this is the case with respect to any of ADSE’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of ADSE technology and intellectual property, and those derivative works may become directly competitive with ADSE’s offerings.

The current lack of international standards may lead to uncertainty, additional competition and further unexpected costs.

Lack of industry standards for EV High-Power-Charger and battery storage system management and, coupled with utilities, photovoltaic installation companies and other large organizations mandating their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction.

In addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV charger, or to use their size and market position to influence the market, which could limit ADSE’s market and reach to customers, negatively impacting its business.

ADSE’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

ADSE could be subject to claims that High-Power-Charger and battery storage systems are defective or have malfunctioned, or even that persons were injured or purported to be injured as a result of such defects, and ADSE’s customers may bring legal claims against ADSE to attempt to hold it liable. Any insurance that ADSE carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. Any of these events could adversely affect ADSE’s brand, relationships with customers and vendors, operating results or financial condition.

Furthermore, ADSE’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries. ADSE’s software has contained defects and errors and may in the future contain undetected defects or errors. ADSE is continuing to evolve the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if ADSE’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect ADSE’s business and results of its operations:

•        expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

•        loss of existing or potential customers or partners;

•        interruptions or delays in sales;

•        delayed or lost revenue;

•        delay or failure to attain market acceptance;

•        delay in the development or release of new functionality or improvements;

•        negative publicity and reputational harm;

•        sales credits or refunds;

•        exposure of confidential or proprietary information;

•        diversion of development and customer service resources;

•        breach of warranty claims;

•        legal claims under applicable laws, rules and regulations; and

•        an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Although ADSE has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on ADSE’s business, operating results and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

In addition, ADSE relies on some open-source software and libraries issued under the General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Third-parties may assert a copyright claim against ADSE regarding its use of such software or libraries, which could lead to the adverse results listed above. Use of such software or libraries may also force ADSE to provide third parties, at no cost, the source code to its proprietary software, which may decrease revenue and lessen any competitive advantage ADSE’s has due to the secrecy of its source code.

ADSE expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to ADSE.

ADSE’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. ADSE plans to incur significant research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products. ADSE’s research and not capitalized development expenses were kEUR 473 in 2019 and kEUR 749 during the fiscal years ended December 31, 2020, and are likely to grow in the future. Further, ADSE’s research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

Customer-Related Risks

If ADSE fails to offer high-quality support to customers, battery energy storage and charging station owners and users, its business and reputation will suffer.

Once a customer has installed ADSE platforms and subscribed to ADSE’s products and services, customers will rely on ADSE to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important so owners can provide services and end use customers can receive reliable service. The importance of high-quality customer support will increase as ADSE seeks to expand its business and pursue new customers and geographies. If ADSE does not quickly resolve issues and provide effective support, its ability to retain customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

Failure to effectively expand ADSE’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.

ADSE’s ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of its total revenue, and its operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.

ADSE is substantially dependent on its direct sales force to obtain new customers. ADSE plans to continue to expand its direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel, which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated, and ADSE may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for direct sales personnel with the strong sales skills and technical knowledge.

ADSE’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable amount of time. ADSE’s business will be harmed if continuing investment in its sales and marketing capabilities does not generate a significant increase in revenue.

We have a concentration of sales with a key customer and any substantial reduction in sales to such customer would have a material adverse effect on our results of operations and financial condition.

While we expect to significantly diversify our customer basis in the next twelve months, historically we have had one major customer that comprised approximately 87% and 77% of our revenues in 2020 and 2019, respectively. There were no other customers that comprised greater than 10% of our total revenues during these years. If we are not able to sufficiently diversify our customer base, we will remain subject to significant risks associated with a highly concentrated customer base.

This concentration exposes our business, financial condition and operating results to a number of risks, including the following:

•        In a highly concentrated business environment, if a particular customer does not place an order, or if they delay or cancel orders, we may not be able to replace the business.

•        As a result of this concentrated customer base, single customers represent a greater portion of our sales and, consequently, have greater commercial negotiating leverage. Customers may have aggressive policies regarding engaging alternative, second-source suppliers for the products we offer and, in addition, may seek and, on occasion, receive pricing, payment, intellectual property-related or other commercial terms that may have an adverse impact on our business. Any of these changes could negatively impact our prices, customer orders, revenues, and gross margins.

•        The highly concentrated business environment also increases our exposure to risks related to the financial condition of each of our customers. To the extent our customers experience liquidity issues in the future, we may be required to incur additional credit losses with respect to receivables owed to us by those customers. In addition, customers with liquidity issues may be forced to reduce purchases of our equipment, delay deliveries of our products, discontinue operations or may be acquired by one of our customers, and in either case such event would have the effect of further consolidating our customer base.

Any of these factors could have a material adverse effect on our business, financial condition and operating results.

criteria can be met in whole or in part and thus loss carryforwards will continue to be available for the future, there is no certainty that the German Tax Authorities will recognize this assessment as it has a certain discretionary scope to evaluate hidden reserves and company values.

ADSE will need to improve the operational and financial systems to support continuous growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting.

To manage the continuous growth of our operations and increasing complexity, ADSE will need to improve the operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect ADSE’s manufacturing operations, customer billing and reporting. ADSE’s current and planned systems, procedures and controls may not be adequate to support new complex arrangements it enters into and the rules governing revenue and expense recognition for its future operations and expected growth. Delays or problems associated with any improvement or expansion of its operational and financial systems and controls could adversely affect ADSE’s relationships with its customers, cause harm to its reputation and brand and could also result in errors in our financial and other reporting. ADSE expects that complying with these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. ADSE cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

Being a private company, ADSE has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future. Failure to remediate such material weaknesses in the future or to maintain an effective system of internal control could impair its ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

ADSE is, prior to the transaction, a private company preparing separate financials statements only. ADSE has limited accounting and financial reporting personnel and other resources with which to address the internal controls and procedures required for public companies. So far, no consolidated financial statements in accordance with IFRS as issued by the IASB have been prepared. Becoming a U.S.-listed public company, Parent will operate in an increasingly demanding regulatory environment, which requires us, as a wholly-owned subsidiary, to comply with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), Nasdaq regulations, SEC rules and regulations, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls in accordance with the Sarbanes-Oxley Act are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.

ADSE identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses relate to (i) lack of consistent and proper application of accounting processes and procedures, defined control processes and segregation of duties, (ii) insufficient design, implementation and operating effectiveness of information technology general controls for information systems that are significant to the preparation of our financial statements, (iii) lack of review and supervision and (iv) insufficient resources with an appropriate level of technical accounting and SEC reporting expertise.

ADSE is in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, including by implementing new information technology and systems for the preparation of the financial statements, implementing additional review procedures within our accounting and finance department, hiring additional staff and engaging external accounting experts to support improving its accounting processes and procedures and supplement its internal resources in its computation processes. While ADSE is designing and implementing measures to remediate the material weaknesses, it cannot predict the success of such measures or the outcome of its assessment of these measures at this time. These measures may not remediate the deficiencies in internal control or prevent additional material weaknesses or significant deficiencies in our internal control over financial reporting in the future. ADSE’s failure to implement and maintain effective internal control over financial reporting could result in errors in its financial statements that may lead to a restatement of its financial statements or cause ADSE to fail to meet its reporting obligations.

ADSE anticipates that the process of building our accounting and financial functions and infrastructure will result in substantial costs, including significant additional professional fees and internal costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s attention.

If ADSE is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if it is unable to maintain proper and effective internal controls, ADSE may not be able to produce timely and accurate financial statements. If ADSE cannot provide reliable financial reports or prevent fraud, its business and results of operations could be harmed, investors could lose confidence in its reported financial information and ADSE could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

Risks Relating to Legal Matters and Regulations

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact ADSE’s financial results or results of operation.

ADSE and its operations, as well as those of ADSE’s contractors, suppliers and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require ADSE or others in ADSE’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on ADSE’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for ADSE’s operations or on a timeline that meets ADSE’s commercial obligations, it may adversely impact its business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on ADSE’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays in connection with ADSE’s operations as well as other future projects, the extent of which cannot be predicted.

Further, ADSE currently relies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is ADSE’s or its contractors, may result in liability under environmental laws, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources. Additionally, ADSE may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

Risks If the Transactions Are Not Approved

If the Transactions are not approved, EUSG will not be permitted to issue the EUSG Class A Ordinary Shares sold to the PIPE Investors and, to the extent any subscription amounts have been paid, will be required to return the subscription amounts to the PIPE Investors.

EUSG is seeking shareholder approval of the PIPE proposal in order to comply with Nasdaq Listing Rule 5635(a), which requires shareholder approval of the issuance of EUSG’s ordinary shares or shares convertible into or exercisable for EUSG’s ordinary shares in certain issuances undertaken in connection with the acquisition of the stock or assets of another company that result in the issuance of 20% or more of EUSG’s ordinary shares or voting power outstanding before such issuance, and Rule 5635(d), which requires shareholder approval for a transaction other than a public offering involving the sale, issuance, or potential issuance of EUSG’s ordinary shares or shares convertible into or exercisable for ordinary shares at a price that is less than the lower of the official closing price as reflected on

Nasdaq.com immediately before the signing of the binding agreement or the average official closing price for the five trading days before the signing of the binding agreement, that results in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance. If EUSG’s shareholders do not approve the Transactions, EUSG will not be permitted to issue the EUSG Class A Ordinary Shares to be sold to the PIPE Investors and will be required to return any subscription amounts held in escrow to the PIPE Investors. If this occurs, EUSG may be required to seek additional sources of funding to support its business operations and future plans. See the section of this proxy statement/prospectus titled “The PIPE Proposal” for more information.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, EUSG’s board of directors will not have the ability to adjourn the extraordinary general meeting to a later date.

If, at the extraordinary general meeting, the chairman presiding over the extraordinary general meeting determines that it would be in the best interests of EUSG to adjourn the extraordinary general meeting because there are insufficient votes for the approval of the business combination proposal, the merger proposal, the director proposal, the charter proposals, or the PIPE proposal, or holders of EUSG Class A ordinary shares have elected to redeem an amount of EUSG Class A ordinary shares such that EUSG would have less than $5,000,001 of net tangible assets, the chairman presiding over the extraordinary general meeting will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the adjournment proposal is not approved, the chairman will not have the ability to adjourn the extraordinary general meeting to a later date. In such event, if the business combination is not completed and, another business combination is not consummated within the time period set forth in EUSG’s M&A or as permitted by a vote of EUSG’s shareholders, EUSG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

FORWARD-LOOKING STATEMENTS

Some of the information in this proxy statement/prospectus constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. However, because EUSG is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/prospectus. All statements, other than statements of historical facts, included in or incorporated by reference into this proxy statement/prospectus regarding strategy, future operations, future mergers, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “forecast,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

•        discuss future expectations;

•        contain projections of future results of operations or financial condition; or

•        otherwise include “forward-looking” information.

There may be events in the future that EUSG, Parent and ADSE are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by EUSG, Parent or ADSE in such forward-looking statements, including among other things:’

•        the number of EUSG shareholders voting against the business combination proposal and/or seeking redemption;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the ability to maintain the listing of Parent Ordinary Shares and Parent Warrants on a national securities exchange following the business combination;

•        changes adversely affecting the businesses in which ADSE is engaged;

•        management of growth;

•        general economic conditions, including changes in the credit, debit, securities, financial or capital markets;

•        the impact of COVID-19 or other adverse public health developments on ADSE’s business and operations;

•        ADSE’s business strategy and plans; and

•        the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of ADSE, EUSG, Parent or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and the risks and uncertainties set forth in the “Risk Factors” section. Except to the extent required by applicable laws and regulations, ADSE, EUSG and Parent undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before a shareholder grants its proxy or instructs how its vote should be cast, it should be aware that the occurrence of the events described in the “Risk Factors” section and in the risks and uncertainties set forth elsewhere in this proxy statement/prospectus may adversely affect ADSE, EUSG and/or Parent.

EXTRAORDINARY GENERAL MEETING OF EUSG SHAREHOLDERS

General

EUSG is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of EUSG shareholders and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting of the shareholders of EUSG will be held at 11:00 a.m., local time, on December 15, 2021, at the offices of Reed Smith LLP, EUSG’s U.S. counsel, 599 Lexington Avenue, 22nd Floor, New York, NY 10022, or such other date, time and place to which such meeting may be adjourned or postponed. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting our counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, telephone (212) 521-5400. As a matter of Cayman Islands law there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. EUSG shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://www.cstproxy.com/europeansustainablegrowth/2021 and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for EUSG’s shareholders and EUSG, and (ii) to promote social distancing pursuant to guidance provided by the CDC and the SEC due to COVID-19. The virtual meeting format allows attendance from any location in the world. See “Questions and Answers about the Proposals — How do I attend the extraordinary general meeting?” for more information.

Purpose of the extraordinary general meeting of Shareholders

At the extraordinary general meeting, EUSG is asking holders of its ordinary shares:

•        to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Transactions (the business combination proposal);

•        to consider and vote upon a proposal to adopt the Plan of Merger and approve the Merger (the merger proposal);

•        to elect five directors to the board of directors of Parent, to serve until their successors are duly elected and qualified (the director proposal);

•        to approve the following material differences between EUSG’s M&A and Parent’s M&A to be effective upon the consummation of the business combination: (i) the name of the new public entity will be “ADS-TEC ENERGY PLC” as opposed to “European Sustainable Growth Acquisition Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to EUSG’s corporate existence terminating if a business combination is not consummated by EUSG within a specified period of time; (iii) Parent’s M&A provides for only one class of voting ordinary shares and one class of preference shares, as opposed to EUSG’s class of ordinary shares and class of preference shares; (iv) Parent’s M&A provides that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act of 1933 of the United States; and (v) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that EUSG’s M&A contains (the charter proposals);

•        to approve the PIPE Investment (the PIPE proposal);

•        to approve the Incentive Plan (the Incentive Plan proposal); and

•        to consider and vote upon a proposal to approve, if necessary, an adjournment of the extraordinary general meeting to permit further solicitation and vote of proxies or to otherwise permit EUSG to consummate the business combination contemplated by the Business Combination Agreement (the adjournment proposal).

Recommendation of EUSG’s Board of Directors

EUSG’s board of directors has determined that the Transactions are fair to and in the best interests of EUSG and its shareholders, approved the Business Combination Agreement and recommended that shareholders vote “FOR” the business combination proposal, “FOR” the merger proposal, “FOR” the director proposal, “FOR” each of the charter proposals, “FOR” the PIPE proposal, “FOR” the Incentive Plan proposal, and “FOR” an adjournment proposal, if presented.

Voting Power; Record Date

EUSG has fixed the close of business on November 16, 2021, as the “record date” for determining EUSG shareholders entitled to notice of and to attend and vote at the extraordinary general meeting. As of the close of business on the record date, there were [•] EUSG ordinary shares outstanding. Each share of EUSG ordinary shares is entitled to one vote per share at the extraordinary general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Quorum; Vote Required

A quorum of EUSG shareholders is necessary to hold a valid meeting of shareholders. The presence of the holders of at least 50% of the EUSG ordinary shares entitled to vote constitutes a quorum.

The approval of each of the business combination proposal, the director proposal, the charter proposals, the PIPE proposal, the Incentive Plan proposal and the adjournment proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by EUSG’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted). Under EUSG’s M&A, prior to the closing of a business combination (as defined therein) only the holder of Class B ordinary shares are entitled to vote on the director election proposal.

The approval of the merger proposal requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by EUSG’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

As of November 16, 2021, the record date for the extraordinary general meeting of shareholders, EUSG’s initial shareholders, officers, and directors beneficially owned and were entitled to vote an aggregate of 3,593,750 initial shares. The initial shares currently constitute approximately 19.93% of the outstanding EUSG ordinary shares and the holders of the initial shares have agreed to vote in favor of the proposals. Accordingly, we would need approval from the holders of (i) 5,420,626 shares, or approximately 30.07% of the outstanding EUSG ordinary shares, to approve the business combination proposal and (ii) 8,425,418 shares, or approximately 46.73% of the outstanding EUSG ordinary shares, to approve the merger proposal.

Voting Your Shares

If you are a holder of record of EUSG ordinary shares, there are two ways to vote your EUSG shares at the extraordinary general meeting:

•        By Mail.    You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by EUSG’s board, “FOR” all of the proposals in accordance with the recommendation of the EUSG board of directors. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

•        In Person or Virtually.    You may attend the extraordinary general meeting and vote in person using the ballot provided to you at the extraordinary general meeting or virtually. However, if your EUSG ordinary shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your EUSG ordinary shares. See “Questions and Answers about the Proposals — How do I attend the extraordinary general meeting?” for more information.

If you hold your EUSG ordinary shares in “street name,” you should follow the instructions sent to you by your bank, broker or other nominee in order to vote your shares. If you wish to vote shares held in “street name” in person at the extraordinary general meeting, you must contact their bank, broker or other nominee and request a document called a “legal proxy.” Requesting a legal proxy will automatically cancel any voting directions previously given to such bank, broker or other nominee.

If you do not give instructions to such bank, broker or other nominee, such bank, broker or other nominee can vote your EUSG ordinary shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the Nasdaq for which your broker or other agent may vote shares held in “street name” in the absence of your voting instructions. On non-discretionary items for which you do not give your broker or other agent instructions, the EUSG ordinary shares will be treated as broker non-votes. It is anticipated that all proposals other than the adjournment proposal will be non-discretionary items.

You may receive more than one set of voting materials. For example, if you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in “street name” in more than one brokerage account, you will receive voting materials for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card you receive and provide instructions on how to vote your shares with respect to each brokerage account for which you receive proxy materials, in order to be sure you cast a vote with respect to all of your EUSG ordinary shares.

Revoking Your Proxy

If you are a holder of record of EUSG ordinary shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card to Morrow Sodali LLC, EUSG’s proxy solicitor, with a later date so that it is received prior to the vote at the extraordinary general meeting or attend the extraordinary general meeting in person and vote;

•        you may notify EUSG’s secretary in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

•        you may attend the extraordinary general meeting and vote in person or revoke your proxy in person (which would include voting at the virtual extraordinary general meeting), although your attendance alone will not revoke any proxy that you have previously given.

If you hold your EUSG ordinary shares in in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee.

Who Can Answer Your Questions about Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your shares, you may call Morrow Sodali LLC, EUSG’s proxy solicitor, at (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers).

Redemption Rights

Pursuant to EUSG’s M&A, a holder of public shares may demand that EUSG redeem such shares for cash if the Transactions are consummated. EUSG is allowing all holders of EUSG Public Shares to exercise redemption rights regardless of whether such holders vote in favor or against the Transactions or do not vote at all or are not holders of record on the record date. Holders of EUSG Public Shares will be entitled to receive for these shares an amount, in

cash, equal to their pro rata share of the aggregate amount then on deposit on the trust account less any taxes then due but not yet paid, if they demand that EUSG redeem their shares for cash no later than two business days prior to the close of the vote on the business combination proposal and deliver their shares to EUSG’s transfer agent no later than two business days prior to the vote at the meeting.

In connection with EUSG’s IPO and in order to induce EUSG and the Underwriters to enter into the Underwriting Agreement, EUSG’s initial shareholders, officers and directors agreed to waive their redemption rights with respect to any EUSG ordinary shares owned by them, directly or indirectly.

EUSG requires EUSG Public Shareholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates to EUSG’s transfer agent no later than two business days prior to the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

Any request to redeem such shares once made, may be withdrawn at any time up to the vote on the proposed business combination. Furthermore, if a holder of an EUSG Public Share delivered his certificate in connection with a redemption request and subsequently decides prior to the vote on the business combination not to elect to exercise redemption rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the Transactions are not approved or completed for any reason, then holders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, EUSG will promptly return any shares delivered by public holders.

Dissenter’s Rights

The Cayman Islands Companies Act prescribes when shareholder dissent rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, EUSG’s board of directors has determined that the terms of the Merger satisfy the requirements of 239(1) of the Cayman Islands Companies Act for an exemption from the availability of appraisal rights in respect of the Merger. Regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and EUSG’s board of directors’ is of the view that the redemption proceeds payable to shareholders who exercise such redemption rights represent the fair value of those shares. Extracts of relevant sections of the Cayman Islands Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Proxy Solicitation

EUSG is soliciting proxies on behalf of its board of directors. EUSG will bear all of the costs of the solicitation.

This solicitation is being made by mail but also may be made by telephone or in person. EUSG and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. EUSG also has engaged Morrow Sodali LLC to assist in the proxy solicitation process. EUSG will pay that firm a fee of $25,000 for such services at the closing of the proposed business combination.

EUSG will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. EUSG will reimburse them for their reasonable expenses.

Other Matters

As of the date of this proxy statement/prospectus, the EUSG board of directors does not know of any business to be presented at the extraordinary general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the extraordinary general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Transactions and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus.

General

Structure of the Transactions

Pursuant to the Business Combination Agreement, ADSE and EUSG will enter into a business combination transaction by means of (i) the Merger, pursuant to which EUSG will merge with and into Merger Sub, with Merger Sub being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company, followed immediately by (ii) the Bosch Acquisition, pursuant to which the Bosch will transfer to Parent, and Parent will acquire from Bosch, certain shares of ADSE in exchange for the Cash Consideration, and (iii) concurrently with the Bosch Acquisition, the Share-for-Share Exchange, pursuant to which ADSH and Bosch will transfer as contribution to Parent, and Parent will assume from ADSH and Bosch, certain shares of ADSE in exchange for Parent Ordinary Shares. As a result of the Transactions, EUSG will cease to exist upon merging with and into Merger Sub, ADSE will become a wholly-owned subsidiary of Parent and the current security holders of ADSE and EUSG will become the security holders of Parent.

The Merger: Consideration to EUSG Security Holders

The first in the series of Transactions that comprises the business combination is the Merger, pursuant to which EUSG will merge with and into Merger Sub, with Merger Sub surviving and being a wholly-owned subsidiary of Parent.

Upon consummation of the Merger, (i) each EUSG ordinary share outstanding on the Closing Date will be automatically cancelled in exchange for one Parent Ordinary Share, except that holders of EUSG ordinary shares sold in EUSG’s initial public offering will be entitled to elect instead to receive a pro rata portion of EUSG’s trust account, as provided in EUSG’s M&A and (ii) each outstanding warrant of EUSG will remain outstanding and will automatically be adjusted to become a Parent Warrant, entitling the holder to purchase one Parent Ordinary Share at a price of $11.50 per share.

As a result of the Merger and the conversion or automatic adjustment (as applicable) of EUSG securities into securities of Parent, the rights of EUSG security holders will change in material ways. See the section of this proxy statement/prospectus titled “Comparison of Corporate Governance and Shareholder Rights” for a description of the differences between the provisions of the Cayman Islands Companies Act applicable to EUSG and the Irish Companies Act applicable to Parent.

The Bosch Acquisition and Share-for-Share Exchange: Consideration to ADSE Shareholders

Immediately after the consummation of the Merger, Parent will conduct the Bosch Acquisition and the Share-for-Share Exchange.

Upon consummation of the Bosch Acquisition, Bosch will receive €20,000,000, multiplied by the applicable currency exchange rate, as described in the Business Combination Agreement and Cash Consideration Transfer Agreement.

Upon consummation of the Share-for-Share Exchange, the ADSE Shareholders, comprised of Bosch and ADSH, will receive their respective portions of an aggregate number of Parent Ordinary Shares equal to the quotient determined by dividing (x) the Consideration Value Amount (i.e., $300 million minus (i) the funds borrowed by ADSE under its credit facility as of Closing, to the extent such amount is in excess of €20,000,000, multiplied by the applicable exchange rate minus (ii) the amount owed to ADSH and Bosch under the loans (the “purchased loans”) made to ADSE by ADSH and Bosch on or before the execution of the Business Combination Agreement and which are outstanding as of Closing, multiplied by the applicable exchange rate), minus the Cash Consideration payable to Bosch in the Bosch Acquisition with respect to a portion of Bosch’s shares in ADSE, by (y) $10.00, as described in the

Business Combination Agreement and Share Consideration and Loan Transfer Agreement. Pursuant to the Business Combination Agreement, the number of Parent Ordinary Shares issued to ADSE Shareholders are subject to changes on the Closing Date based on Euro to USD exchange rate, the purchased loans balance including interest at the Closing Date and whether the amount outstanding under ADSE’s credit facility as of Closing exceeds €20,000,000.

Pro Forma Ownership

We estimate that, as a result of the Transactions, and (i) assuming that no EUSG shareholders elect to redeem their EUSG Public Shares for cash in connection with the Transactions as permitted by EUSG’s M&A, (ii) after giving effect to the 15,600,000 EUSG Class A Ordinary Shares to be issued in the PIPE Investment, (iii) assuming 24,491,755 Parent Ordinary Shares to be issued to ADSE shareholders in the Share-for-Share Exchange (estimate assuming funds borrowed by ADSE under its credit facility as of Closing is less than €20 million and based on the August 31, 2021 purchased loans balance and exchange rates), and (iv) without taking into effect any Parent Ordinary Shares issuable upon the exercise of Parent Warrants and assuming no additional equity securities of EUSG or Parent are issued, (a) EUSG’s public shareholders (including EBC, the representative of the underwriters in EUSG’s initial public offering) will hold approximately 25% of the voting power of the Parent Ordinary Shares outstanding, excluding shares to be received in their capacity as PIPE Investors, (b) the ADSE Shareholders will hold approximately 42% of the voting power of the Parent Ordinary Shares outstanding, excluding shares to be received in their capacity as PIPE Investors, (c) the PIPE Investors will hold approximately 27% of the voting power of the Parent Ordinary Shares outstanding, and (d) the initial shareholders will hold approximately 6% of the voting power of the Parent Ordinary Shares outstanding. If the maximum redeemable EUSG Public Shares are redeemed for cash, such percentages will be approximately 0%, 56%, 36%, and 8%, respectively.

Related Agreements or Arrangements

Registration Rights Agreement

Concurrently with Closing, Parent will enter into the Registration Rights Agreement with the EUSG initial shareholders, the ADSE Shareholders and the Underwriters, pursuant to which Parent will be obligated, subject to the terms thereof and in the manner contemplated thereby, to register for resale under the Securities Act of 1933, as amended (“Securities Act”), all or any portion of the Parent Ordinary Shares held by the holders as of the date of the Registration Rights Agreement, and that they may acquire thereafter, including upon the conversion, exchange or redemption of any other security therefor (the “Registrable Securities”). Parent has agreed to file and cause to become effective a registration statement covering the Registrable Securities held by such holder making a demand for registration. Under the Registration Rights Agreement, the holders will also have “piggyback” registration rights that allow them to include their Parent Ordinary Shares in certain registrations initiated by Parent. Subject to the terms of the Registration Rights Agreement, Parent also agreed that it will prepare and file or cause to be prepared and filed with the SEC, no later than thirty (30) days following Closing, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by each holder of all of the Registrable Securities held by such holder (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will be on Form F-3 (or if Form F-3 is not available to be used by Parent at such time, on Form F-1 or another appropriate form permitting registration of such Registrable Securities for resale). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in no event later than 180 days following closing. Once effective, Parent shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, to ensure that another registration statement is available, under the Securities Act at all times until all Registrable Securities covered by such Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or have ceased to be Registrable Securities.

Lock-Up Agreements

Concurrently with the Closing, Parent will enter into lock-up agreements with the EUSG initial shareholders, the ADSE Shareholders and the Underwriters (each, a “Lock-Up Party”), pursuant to which each Lock-Up Party will agree, from the Closing Date until, (i) in the case of Parent Private Warrants (including Parent Ordinary Shares issuable upon exercise thereof) issued to the Sponsor or its affiliates and Parent Ordinary Shares, six months after the Closing Date and (ii) in the case of Parent Private Warrants (including Parent Ordinary Shares issuable upon exercise thereof) issued

to the Underwriters, thirty days after the Closing Date, not to (A) sell, offer to sell, contract or agree to sell, hypothecate pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Parent Ordinary Shares and Parent Warrants, other than any Parent Ordinary Shares acquired in the public market after the Closing Date and any Parent Ordinary Shares acquired by the ADSE Shareholders or their affiliates as a result of their participation in the PIPE Investment (such securities, the “Lock-up Securities”), (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Securities whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).

Sponsor Support Agreement

In connection with their entry into the Business Combination Agreement, EUSG and ADSE entered into the Sponsor Support Agreement with the Sponsor and LHT Invest AB (together, the Sponsor Parties”), pursuant to which the Sponsor Parties agreed (i) to vote the EUSG Class B Ordinary Shares held by them in favor of the approval and adoption of the Business Combination Agreement and approval of the business combination proposal, (ii) to waive their redemption rights with respect to the EUSG Class B Ordinary Shares held by them and (iii) to waive any adjustment to the conversion ratio set forth in the EUSG’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the EUSG Class B Ordinary Shares held by them.

Amended and Restated Warrant Agreement

Prior to the closing, Parent, EUSG, and Continental will enter into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which (i) Parent will assume all of the liabilities, duties, and obligations of EUSG under and in respect of the warrant agreement; (ii) all references to EUSG warrants will be revised to become references to Parent Warrants; and (iii) the outstanding warrants will be adjusted pursuant to the terms of the existing warrant agreement, such that the warrants will be exercisable for Parent Ordinary Shares, in lieu of the EUSG class A ordinary shares previously issuable and receivable upon the exercise of rights under the existing warrant agreement.

Headquarters; Trading Symbol

After completion of the Transactions:

•        the corporate headquarters and principal executive offices of Parent will be located at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland; and

•        if Parent’s application for listing is approved, the Parent Ordinary Shares and Parent Warrants will be traded on Nasdaq under the symbols “ADSE” and “ADSEW”, respectively.

Ownership of Parent

The following table illustrates varying ownership levels in Parent Ordinary Shares following the consummation of the proposed business combination based on no redemptions, 33% redemptions, 66% redemptions or maximum redemptions by EUSG’s public shareholders and the following additional assumptions: (A) 15,600,000 EUSG Class A Ordinary Shares are issued in the PIPE Investment, (B) 24,491,755 Parent Ordinary Shares are issued to ADSE shareholders in the Share-for-Share Exchange (estimate assuming funds borrowed by ADSE under its credit facility as of Closing is less than €20 million and based on the August 31, 2021 purchased loans balance and exchange rates),

(C) none of the Parent Warrants are exercised, and (D) no additional equity securities of EUSG or Parent are issued. In the no redemptions, 33% redemptions, 66% redemptions or maximum redemptions scenarios, the residual equity value owned by non-redeeming stockholders will remain $10.00 per share as illustrated in the sensitivity table below.

____________

(1)      Assumes that EUSG’s public shareholders exercise redemption rights with respect to 14,375,000 EUSG Class A Ordinary, which represents redemption of approximately 100% of EUSG Public Shares, for an aggregate redemption payment of approximately €119.0 million (14,375,000 Class A ordinary shares at €8.28 ($10.00) per share, based on a USD/EUR exchange rate of 0.8277 as of April 30, 2021).

(2)     In each of the redemption scenarios, the Sponsor and its affiliates will hold (i) 3,523,750 EUSG Class B Ordinary Shares, which will be cancelled and exchanged on a one-for-one basis for Parent Ordinary Shares upon consummation of the proposed business combination, and (ii) 750,000 Parent Ordinary Shares purchased in the PIPE Investment, for an aggregate of 4,273,500 Parent Ordinary Shares. The Sponsor paid $25,000 for the EUSG founder shares, or approximately $0.007 per EUSG founder share, and the Sponsor and its affiliates will pay $10.00 per share for shares purchased in the PIPE Investment, or an average price of approximately $1.76 per share for the 4,273,500 total Parent Ordinary Shares to be held by the Sponsor and its affiliates. Assuming a value of $10.00 per Parent Ordinary Share, based on the deemed value of $10.00 per Parent Ordinary Share in the proposed business combination, this represents an appreciation in value of approximately $8.24 per Parent Ordinary Share. Assuming a value of $9.89 per Parent Ordinary Share, the closing price of an EUSG Class A Ordinary Share on October 5, 2021, this represents an appreciation in value of approximately $8.13 per Parent Ordinary Share.

EUSG’s public shareholders that do not elect to redeem their EUSG Public Shares will experience significant dilution as a result of the proposed business combination. The EUSG public shareholders currently own 80% of EUSG’s ordinary shares. As noted in the above table, if no EUSG public shareholders redeem their EUSG Public Shares in the proposed business combination, the EUSG public shareholders will go from owning 80% of EUSG’s ordinary shares prior to the Business Combination to owning 25% of Parent’s ordinary shares, and EUSG’s public shareholders will own 15%, 14% and 0% respectively, assuming 33%, 66% and the maximum number of the EUSG Public Shares are redeemed in connection with the proposed business combination, respectively. The table below shows the further dilution that will be experienced by EUSG’s public shareholders assuming no new issuances of securities by Parent after the proposed business combination in the following scenarios:

____________

(1)      Assumes that EUSG’s public shareholders exercise redemption rights with respect to 14,375,000 EUSG Class A Ordinary Shares, which represents redemption of approximately 100% of the EUSG Public Shares, for an aggregate redemption payment of approximately €119.0 million (14,375,000 Class A ordinary shares at €8.28 ($10.00) per share, based on a USD/EUR exchange rate of 0.8277 as of April 30, 2021).

EUSG entered into a business combination marketing agreement with the Underwriters, pursuant to which the Underwriters agreed to serve as advisors in connection with EUSG’s business combination to assist EUSG in holding meetings with EUSG’s shareholders to discuss the potential business combination and the target business’ attributes, introduce EUSG to potential investors that are interested in purchasing EUSG securities in connection

with its initial business combination, assist EUSG in obtaining shareholder approval for the business combination and assist EUSG with its press releases and public filings in connection with the business combination. EUSG agreed to pay the Underwriters a cash fee for such services in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable), which will be payable upon consummation of the business combination. The Underwriters have agreed to waive their rights to the deferred cash fee in the event we do not complete an initial business combination. If an initial business combination is consummated, the deferred cash fee will not be adjusted for any shares that are redeemed in connection with the initial business combination. In addition, EUSG agreed to pay either of the Underwriters a cash fee in an amount equal to 1.0% of the total consideration payable in the initial business combination if either introduces us to the target business with whom we complete our initial business combination, which fee the Underwriters have agreed to waive. The following table presents the deferred cash fee to the Underwriters as a percentage of the aggregate proceeds from the IPO across varying redemption scenarios:

____________

(1)      Assumes that EUSG Public Shareholders exercise redemption rights with respect to 14,375,000 Class A Ordinary Shares, which represents redemption of approximately 100% of the EUSG Public Shares, for an aggregate redemption payment of approximately €119.0 million (14,375,000 Class A ordinary shares at €8.28 ($10.00) per share, based on a USD/EUR exchange rate of 0.8277 as of April 30, 2021).

(2)      If approximately 100% of the EUSG Public Shares are redeemed, then there would be no EUSG IPO proceeds and the fee as a percentage of EUSG IPO proceeds would be undefined.

Background of the Transactions

Background of the Business Combination

The proposed Business Combination is the result of an extensive search for a potential transaction utilizing the broad network of contacts and corporate relationships developed by EUSG management. The terms of the Business Combination are the result of negotiations between the representatives of EUSG, ADSE, ADSH and Bosch. The following is a brief description of the material background of these negotiations, the resulting business combination agreement (the “Business Combination Agreement”) and the transactions contemplated thereby (the “Transactions”).

EUSG is a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020, and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. It was EUSG’s business strategy to capitalize on the diverse skills of its management team to identify and acquire a European company with leading edge technology in sustainable industries and compelling growth trajectories, while bringing public company experience in leadership, strategy, operations and ESG considerations. The ultimate goal of EUSG’s business strategy was to maximize shareholder value.

On January 26, 2021, EUSG consummated its initial public offering (“IPO”) of 12,500,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, generating total gross proceeds of $125,000,000. Prior to the consummation of the IPO, the Sponsor purchased 3,593,750 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.007 per share. Simultaneously with the closing of the IPO, EUSG sold 4,000,000 warrants to the Sponsor and the underwriters in the IPO (the “Underwriters”) (3,800,000 warrants to the Sponsor and 200,000 warrants to the Underwriters) at a price of $1.00 per warrant, generating gross proceeds to EUSG of $4,000,000. On January 27, 2021, the Underwriters fully exercised their over-allotment option, resulting in an additional 1,875,000 Units issued for an aggregate amount of $18,750,000. In connection with the Underwriters’ full exercise of their over-allotment option, EUSG also consummated the sale of an additional 375,000 warrants (356,250 warrants to the Sponsor and 18,750 warrants to the Underwriters) at $1.00 per warrant, generating total proceeds of $375,000.

Prior to the consummation of the IPO, neither EUSG, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with EUSG. After the IPO, EUSG conducted an active search for potential target companies, with the objective of consummating a business combination. Management and board members of EUSG contacted, and were contacted by, individuals and entities with respect to acquisition and merger opportunities, including but not limited to companies and financial advisors in industries such as clean-tech, energy storage solutions, renewable energy solutions and vertical farming. EUSG compiled a pipeline of high priority potential targets and continuously updated this pipeline to reflect new information as it emerged. This pipeline was shared with the EUSG board of directors on a periodic basis. Approximately twenty board meetings were held among EUSG’s board members and advisors of EUSG to discuss the pipeline, negotiations, and eventually deal terms.

Specifically, the management of EUSG:

•        identified, evaluated and contacted approximately twenty potential acquisition and merger targets, including ADSE; and

•        conducted extensive business and financial due diligence or had meaningful engagements with management, board members, advisers and representatives, including meetings and conference calls to discuss potential business combinations, of seven potential acquisition targets, including ADSE.

EUSG analyzed the potential acquisition targets using the criteria discussed below. The potential acquisition targets included established businesses with proven track records, experienced management teams and strong competitive positions with, or with the potential for, revenue and earnings growth and attractive free cash flow generation, as well as disruptive or emerging businesses with significant potential for long-term growth. EUSG focused on sectors and companies that its management believed would benefit from being a publicly traded company. Specifically, EUSG gave priority to the following three criteria when selecting a target:

•        A proven, clean technology that can be scaled with the capital raised through EUSG;

•        A company that has the potential to make a positive sustainability impact, for example as outlined by one or more of the United Nations Sustainable Development Goals; and

•        A company that brings an attractive valuation to shareholders of EUSG when comparing to peers within such company’s industry and across various related industries.

At the end of January 2021, EUSG held its first board meeting after EUSG’s successful IPO on January 26, 2021. In this meeting via video conference, EUSG’s board of directors identified an initial list of four potential companies to reach out to, none of which were ADSE. These companies were in battery technology, energy storage solutions, clean-tech, and vertical farming. The meeting concluded with the decision to reach out to each of the four companies, conduct due diligence and generate additional potential targets for future board discussions.

In February 2021, EUSG held several board meetings via video conference, in which at least ten potential targets were identified, including the four from the previous board meeting. EUSG’s board of directors believed there were many attractive targets in Europe, but noted that speed would be important given the large number of new special purpose acquisition companies (“SPACs”) entering the public markets. Of the targets considered, EUSG entered into an exclusivity agreement with Company A, a recycled plastics technology company.

During the following two weeks, EUSG met with management of Company A several times to engage in extensive due diligence on the business and assets of Company A. EUSG also analyzed the sustainability potential of the Company A. EUSG determined that Company A met several of EUSG’s criteria for a SPAC target, but ultimately EUSG believed that Company A’s requested valuation was less compelling in comparison to other targets on EUSG’s list and diminished the economic outlook of a potential transaction. The exclusivity was terminated in early March 2021 and discussions continued with all other targets.

In March 2021, the SPAC market softened significantly, primarily due to a shift in investor focus from growth to value. EUSG determined that speed was not as important as believed in February, but rather the board of directors needed to take its time to find a company with strong fundamentals that could withstand market pressures. Factors taking additional priority, in conjunction with the original criteria set out by the board of directors, included near-term profitability, a blue-chip customer base, strong operating leverage and the ability to execute the business plan without the need for additional financing beyond the SPAC merger.

In late March 2021, EUSG’s board of directors identified two companies as the leading candidates for a business combination based on the aforementioned criteria. Four EUSG board members had a pre-existing relationship with Company B, and EUSG approached Company B to analyze the structure or terms of a potential business combination. Company C was an EV charging company that was introduced from within the network of EUSG’s management team. No one within EUSG had a pre-existing relationship with Company C. EUSG conducted extensive due diligence regarding both Company B and Company C, covering areas such as technology, ESG considerations and financials. In March 2021, EUSG met ADSE in conjunction with ongoing discussions with Company C.

Company C presented a specific solution for mobile operating fast chargers, a complimentary feature to ADSE’s technology, which EUSG desired to bring to market in coordination with ADSE. The proposed transaction proposed involved a triangular reverse merger among EUSG, Company C and ADSE. Near the end of March 2021, members of EUSG’s management team, including the Co-CEOs of EUSG Mr. Taselaar and Mr. Hovers, met with Mr. Speidel, Founder and CEO of ADSE, to further understand the technology behind the ultra-fast chargers. At the time, EUSG’s management team believed that the two companies brought not only a defensible technology with a strong barrier to entry, but also a go-to-market strategy through Company C. On March 30, 2021, EUSG entered into a letter of intent with Company C, contingent on a triangular reverse merger being agreed on with ADSE. The terms included the following:

•        A 21-day exclusivity agreement, with the ability to continue discussions with both Company C and ADSE;

•        A termination of the exclusivity agreement if Bosch (39% shareholder in ADSE) had not given written approval of the proposed transaction within 15 days of the letter of intent being signed;

•        Other terms customary for a transaction of the type being proposed including terms as to board governance and restrictions on the transfer of shares held by certain existing shareholders; and

•        An obligation that each party bear its own costs and expenses in connection with the proposed transaction unless the parties mutually agree otherwise.

At the next board meeting, held via video conference in early April 2021, EUSG’s board of directors proposed two members of EUSG travel to Germany to conduct a physical site visit and conduct further due diligence in connection with the letter of intent. Mr. Bazmi Husain, who has had a 40-year career at ABB Group, a European technology leader for industry, most recently as chief technology officer, led the site visit to explain the technology and its limitations.

On April 13 and April 14, 2021, the site visit was conducted in the German cities of Nürtingen and Klipphausen. The production facility is located in Klipphausen, and ADSE’s headquarters are located in Nürtingen. During the site visit, representatives of EUSG met the following ADSE employees: Robert Vogt (CFO), Hakan Konyar (COO), Dr. Thorsten Ochs (CTO), Olaf Weichsel (Head of Manufacturing), Dag Rippel (Head of Logistics/Fulfillment), and Steffen Greiner (Director F&A). At the same time, EUSG met the CEO and CFO of Company C to further understand Company C’s operating and go-to-market strategy.

The various presentations and discussions were led by the responsible member of the ADSE team in a professional and integrated manner. Many of his first and second line people that EUSG met had employment experience at Bosch, which comforted EUSG about the competence and experience of ADSE’s team. In the site visit, two clear differentiators came across. First, ADSE modularized the storage units and power electronics, combining them in various configurations for storage system verticals — grid, industrial and EV chargers. Second, ADSE had a high degree of vertical integration. For example, ADSE purchases cells from manufacturers and independently designs the module, packs and battery management system (“BMS”), among other parts of the product line. EUSG believed this gave ADSE an advantage over competitors who rely on third parties to manufacture and supply such parts. The internal design of the technology clearly evidenced the decade-long R&D process to get ADSE where they are today.

Regarding EV-charging, the 320kW power DC charger ADSE developed is designed as a battery supported, grid connected charger which can provide a high rate of charging while presenting a lower load to the grid. As such, the chargers work very well with weak and/or unreliable grids. EUSG was unable to identify another company that uses a battery supported solution and able to reach 320kW of power. EUSG believed two advantages of ADSE’s ChargePost (ETA 2H22) product were compelling: it can be moved easily, and it does not require a lot of construction and therefore avoids most construction costs and requires less regulatory permit approvals.

While it is not meant to be a fully mobile charger in the long-term, the mobility of the unit allows for more strategic opportunities and use-cases compared to many other EV-charging products on the market. The current EV-charging products available for sale (the CBX with HPC dispensers) are certified for use in approximately thirty countries, including the US and EU.

The current EV-charging products available for sale (the CBX with HPC dispensers) are certified for use in approximately thirty countries, including the US and EU. EUSG believed that this could be a strong selling point for potential customers, and also a potential differentiator given the difficulties in obtaining certifications for these types of high voltage products.

The manufacturing site in Dresden had an experienced and competent team, with many having been previously associated with Bosch. The manufacturing processes appeared to be robust, and the ADSE team demonstrated their adherence to such processes. Given that the manufacturing site was approximately six months old at the time of EUSG’s visit in April 2021, the site appeared to have abundant excess capacity, with significant opportunity for growth and ample opportunity to bring the business model to fruition.

EUSG’s board of directors met shortly after the site visit to discuss EUSG’s findings, including the potential benefits of a business combination with both Company C and ADSE. EUSG’s management worked diligently in the month of April 2021 to continue their due diligence and evaluation of both companies. Several video conference calls took place amongst EUSG, Company C, ADSE, and Bosch during this time.

On May 3, 2021, at a board meeting via video conference, EUSG decided to terminate further consideration of a potential business combination with Company C. Following additional due diligence conducted over the previous month, EUSG came to the conclusion that the inclusion of Company C in the proposed transaction would not likely be accretive to the business plan in light of the valuation sought by Company C. EUSG also had concerns over the asset-heavy business model and amount of capital necessary to execute Company C’s business plan. After further consideration and discussion, EUSG’s board decided to continue pursuing a business combination with ADSE as a stand-alone target.

In the following two weeks, EUSG conducted a substantial amount of due diligence on ADSE and engaged Raymond James & Associates, Inc. (together with its affiliates that assisted in providing the services, “Raymond James”) as sole M&A financial advisor to assist in the transaction. On June 3, 2021, EUSG engaged Raymond James as its sole and exclusive investment banking advisor regarding a potential Acquisition (the “Engagement”). Pursuant to this Engagement, Raymond James agreed to assist EUSG as reasonably requested to (i) analyze the business and financial condition of ADSE, (ii) formulate strategy and evaluate structural alternatives for a possible Transaction, (iii) manage communications with ADSE, (iv) assist in the due diligence process, (v) assist EUSG in analyzing the business and financial condition of ADSE, and (vi) negotiate and consummate a Transaction. In consideration for such advisory services, EUSG has agreed to pay Raymond James a fixed fee of $3.5 million, the full amount of which is contingent upon the closing of the Business Combination. In addition, in connection with its role as a placement agent for the PIPE Investment, EUSG has agreed to pay Raymond James a placement fee, the full amount of which is contingent upon the closing of the Business Combination. Raymond James conducted a physical site visit on May 4 and May 5, 2021 to meet with ADSE’s management and visit the production facility. Mr. Taselaar, Co-CEO and Director of EUSG joined Raymond James and met with ADSE management in Nürtingen on May 5, 2021. Overall, Raymond James and EUSG had positive impressions from the site visit.

On May 18, 2021, EUSG’s board of directors convened a meeting via video conference attended by EUSG’s financial advisors to evaluate the progress on due diligence of ADSE. Consistent with the terms of the Engagement (described above), Raymond James presented to the board regarding the opportunity, including its analysis of the business and financial condition of ADSE. Based on this and other information available to it that EUSG’s board took into account, EUSG’s board concluded that ADSE possessed:

•        Best-in-class technology that was materially differentiated from the competition;

•        A platform of scale with real revenues;

•        A blue-chip investor and customer base;

•        An opportunity to accelerate sales in Europe through current customer pipeline;

•        A sustainable value proposition;

•        A credible business plan largely underpinned by customer order pipeline;

•        No material ESG risks and the potential to have a positive sustainability impact; and

•        A highly-knowledgeable management team.

After lengthy discussions, EUSG’s board of directors voted unanimously to proceed to negotiate a letter of intent with ADSE and Bosch regarding a potential business combination.

On May 18 and May 19, 2021, representatives of ADSE and EUSG participated in a video conference to discuss ADSE’s business and valuation. Taking into account a variety of considerations, including but not limited to the enterprise value/EBITDA and enterprise value/revenues of ADSE’s peers, current market conditions, ADSE’s need for quick liquidity to scale the operations in the U.S., and the ability of EUSG to bring resources such as executives and potential customers to ADSE, ADSE and its shareholders lowered its initial value expectations and the parties agreed upon a proposed enterprise value of $300-325 million.

On May 20, 2021, EUSG entered into a letter of intent with ADSE for the proposed transaction, including the following terms:

•        a proposed enterprise value of $300-$325 million, with the final valuation being determined before entering the roadshow for the PIPE Investment;

•        a 45-day exclusivity period, allowing for both ADSE and EUSG to work towards a definitive business combination agreement;

•        other terms customary for a transaction of the type being proposed including as to board governance and restrictions on the transfer of shares held by certain existing shareholders; and

•        each party would bear its own costs and expenses in connection with the proposed transaction unless otherwise mutually agreed.

On June 4, 2021, Reed Smith LLP (“Reed Smith”), counsel for EUSG circulated the first draft of the Business Combination Agreement to ADSE, its shareholders (ads-tec Holdings Gmbh (“ADSH”) and Bosch Thermotechnik GmbH (“Bosch”)) and their advisors, which initially contemplated a merger between ADSE and a newly-created subsidiary of EUSG. On June 8, 2021, a video conference was held between senior members of Bosch, ADSE and EUSG, as well as their respective representatives to discuss the Business Combination Agreement and the structure of the Transactions. At the advice of Arthur Cox LLP, Irish legal counsel to EUSG, and CMS, German legal counsel to ADSE, and considering certain German tax implications, the transaction structure was changed from a merger to a share exchange, wherein Parent, EUSG’s newly formed Irish subsidiary, would exchange its shares for ADSE shares held by ADSH and Bosch. Reed Smith circulated a revised Business Combination Agreement on June 13, 2021 reflecting the change in structure.

On June 9, 2021, EUSG conducted a board meeting via video conference to discuss the timeline to the signing of a Business Combination Agreement. At the meeting, it was determined that pre-marketing of the PIPE Investment would happen in Sweden on June 21 and June 22, 2021 to precede summer vacations. A syndicate of investment banks was in the process of being fully engaged to assist EUSG in executing the PIPE Investment: ABN Amro, Carnegie, EarlyBirdCapital, and Raymond James. The PIPE roadshow would begin at the end of June with a target of $156 million.

From June 15 to June 18, 2021, EUSG conducted a third physical site visit in Nürtingen, with a representative from Raymond James’s M&A financial advisory team. In this site visit, EUSG and Raymond James focused on the go-to-market strategy and preparation for the PIPE Investment roadshow. In addition, ADSE, Bosch, and EUSG participated in discussions in regard to the valuation of ADSE, and following further negotiation and on the condition that ADSE would receive more favorable treatment of certain debt items in the Business Combination Agreement, the parties agreed that ADSE would receive a pre-money enterprise value of $300 million. The Parties further agreed not

to deduct from the base value in the transaction the outstanding balance of the €20 million credit line from its local bank in Germany, and, subject to limits to be reflected in the transaction agreement, credit to be made available from each of Bosch and ADSH to support the business plan prior to closing.

On June 28, 2021, ADSE, ADSH and Bosch, circulated a revised draft of the Business Combination Agreement, reflecting discussions between the parties, in particular (1) adjusting the available cash and minimum cash obligations, and creating a minimum cash closing condition to the obligations of Sellers and ADSE (as opposed to a joint condition to closing), (2) confirming the Consideration Value Amount (i.e., $300 million minus (i) the funds borrowed by ADSE under its credit facility as of Closing, to the extent such amount is in excess of €20,000,000, multiplied by the applicable exchange rate minus (ii) the total amount owed to ADSH and Bosch under the loans made to ADSE by ADSH and Bosch on or before the date of the Business Combination Agreement, and which are outstanding as of Closing, multiplied by the applicable exchange rate), (3) adjusting the representations and warranties of EUSG, including representations related to EUSG’s compliance with laws and the PIPE Investment, (4) limiting the obligations of ADSE and its shareholders related to the preservation of the organization and the conduct of the business of ADSE, and (5) restricting Parent from relocating out of the European Union or disposing of ADSE shares for seven years.

On June 29 and June 30, 2021, ADSE, ADSH, Bosch, EUSG and certain of their representatives held video conferences to discuss open items of the Business Combination Agreement and the ancillary Transactions. Reed Smith commenced drafting further revisions to the Business Combination Agreement based on the content of the call.

On June 30, 2021, representatives of Reed Smith delivered to EUSG a preliminary due diligence report summarizing the results of due diligence conducted up to that date. Additionally, the exclusivity between ADSE and EUSG was extended 11:59 p.m. EST on August 15, 2021.

On July 1, 2021, Reed Smith provided an initial draft of the subscription agreement for the PIPE Investment to Greenberg Traurig, LLP (“Greenberg Traurig”), counsel to EarlyBirdCapital, Inc. and ABN AMRO Securities (USA) LLC, placement agents for the PIPE Investment. During the period from July 1, 2021 to August 8, 2021, Reed Smith and Greenberg Traurig exchanged updated drafts of the PIPE subscription agreement.

On July 4, 2021 Reed Smith circulated to the parties a revised draft of the Business Combination Agreement, reflecting discussions between the parties and advice from German, Irish and tax counsel, including: (1) the addition of shareholder loans in the definition of Additional Financing, which allowed for further financial support to be provided to ADSE by ADSH and Bosch; (2) the confirmation that EUSG will be the issuer under the subscription agreements and the PIPE Investment will close at least one (1) Business Day before the SPAC Merger Effective Time (as defined in the Business Combination Agreement); (3) revisions to the Sellers’ and ADSE’s representations and warranties related to the organization and qualification of the parties, interim financial reports, IP, security, product liability, and (4) Parent may leave the EU in its sole discretion if it reimburses Sellers for all documented taxes that may be owed by Sellers as a result of its departure.

On July 5, 2021, an investor presentation relating to ADSE and its business was made available to investors interested in participating in the PIPE Investment. Between July 5, 2021 and August 4, 2021, a number of the prospective investors participated in discussions with representatives of EUSG and ADSE and were provided the investor presentation as well as access to an electronic data room containing supporting information. Any projections included in such materials were projections developed and prepared exclusively by ADSE, and are not the responsibility of any of EUSG’s professional advisors.

On July 11, 2021, ADSE, ADSH and Bosch provided a revised draft of the Business Combination Agreement, reflecting further discussions and decisions between the Parties, including: (1) two separate minimum cash closing conditions, such that Available Cash (as defined in the Business Combination Agreement) cannot be less than (a) an amount equal to the sum of Cash Consideration, Purchased Loan Amount, Additional Financing Consideration and unpaid Transaction Expenses (each as defined in the Business Combination Agreement) as a joint condition to closing of the Business Combination (the “Closing”) and (b) $150 million as a condition to ADSH, Bosch and ADSE’s closing obligations; (2) revision to the starting date for Sellers’ representations and warranties look-back term from January 1, 2018 to January 1, 2019; (3) revision of Sellers’ obligations related to ADSE’s conduct of business before Closing; (4) addition of a post- Closing obligation for Parent to fund ADSE with at least €50 million; and (5) revision to Parent’s restriction from leaving the EU to extend until 2025.

On July 18, 2021, the board of EUSG met via video conference to discuss progress of the PIPE roadshow and steps towards the Business Combination Agreement signing. Reed Smith joined the call to first highlight the summary of the Business Combination Agreement negotiations. In addition, Reed Smith determined there were no “high risk” items in the legal due diligence, and that EUSG could be comfortable with the transaction from a legal perspective. The board concluded to vote on the Business Combination Agreement on July 25, 2021.

During the period of July 12 to July 23, 2021, Reed Smith and counsel for ADSE, ADSH and Bosch circulated responsive drafts of the Business Combination Agreement. Among other changes, key changes to the revised drafts included: (1) the establishment of a jointly-controlled account which will contain €10 million from which the Sellers may draw for reimbursement if Parent takes any action before January 1, 2025 that results in the Sellers owing certain taxes; and (2) a requirement that ADSE use its reasonable best efforts to deliver its interim financials as of and for the six months ended June 30, 2021 on or before November 15, 2021.

On July 16, 2021, representatives of Reed Smith delivered to EUSG an updated legal due diligence report summarizing the results of due diligence conducted up to that date.

On August 9, 2021, the EUSG board of directors unanimously approved the Business Combination Agreement and the other transaction documents related thereto and the PIPE Investment.

On August 10, 2021, the Parties entered into the Business Combination Agreement and EUSG entered into subscription agreements for the PIPE Investment with certain investors. On August 11, 2021, EUSG and ADSE issued a joint press release announcing the Business Combination, their entry into the Business Combination Agreement, and the PIPE Investment and EUSG filed a Current Report on Form 8-K disclosing the Business Combination, its entry into the Business Combination Agreement, and the PIPE Investment.

EUSG’s Board of Directors’ Reasons for Approval of the Transactions

In evaluating the business combination, EUSG’s board of directors consulted with EUSG’s management and legal and financial advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Business Combination Agreement, including the proposed Transactions, are advisable, fair to, and in the best interests of EUSG and its shareholders and (ii) to recommend that shareholders adopt and approve the Business Combination Agreement and approve the Transactions, EUSG’s board of directors considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, the EUSG board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The EUSG board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

The EUSG board determined not to obtain a fairness opinion. The officers and directors of EUSG have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, and concluded that their experience and backgrounds, together with the experience and sector expertise of EUSG’s board of directors and financial advisors, including Raymond James, enabled them to make the necessary analyses and determinations regarding the business combination with ADSE. In addition, EUSG’s officers and directors and EUSG’s advisors have substantial M&A experience.

Before reaching its decision on July 25, 2021, EUSG’s board of directors considered the views of EUSG’s management regarding the opportunity represented by the proposed transaction and the report from management and the Company’s legal counsel on the results of their due diligence of ADSE. The diligence investigation included:

•        Research on the charging technology and EV industry and their prospects and review of ADSE’s historical financial performance and forecasts;

•        Conference call meetings with ADSE’s management and representatives regarding operations, company services, intellectual property, major suppliers, partners and customers, and growth prospects, both organic and through possible acquisitions, among other customary due diligence matters;

•        Review of ADSE’s material business contracts and certain other legal and intellectual property due diligence; and

•        Financial and accounting due diligence.

In the prospectus for EUSG’s IPO, EUSG identified general criteria and guidelines that EUSG believed would be considered in evaluating prospective target businesses, although EUSG indicated it may enter into a business combination with a target business that does not meet these criteria and guidelines. EUSG’s board was of the view that ADSE appeared to meet such criteria of having:

•        a large addressable market with long-term tailwinds, low risk of obsolescence, and can grow rapidly organically;

•        a defensible market position with differentiated product offerings, technology, assets, distribution channels, supply chain capabilities or other sustainable competitive advantages; and

•        an experienced management team with a proven track record and complementary capabilities.

In considering the business combination, EUSG’s board of directors considered a number of factors, including but not limited to, the above and following material factors:

•        EUSG’s Unique Technology and Potential Market Share.    EUSG believes that ADSE possesses a unique technology that is ahead of the competition. EUSG believes that ADSE’s ultra-fast charging solution on limited grids allows for a total addressable market that was far greater than other 300+ KW power non-battery based charging solutions.

•        Growth Opportunity.    EUSG’s capital injection through proceeds from its IPO held in a trust account and PIPE will allow for ADSE’s technology platform to be scaled both in the US and EU, especially given the fact that ADSE’s production facility is already in place. EUSG believes that the high operating leverage and substantial total addressable market allows for ADSE to have the potential to be profitable within the next two years.

•        Environmental Impact.    EUSG believes that ADSE provides a sustainable impact to the environment, with the move from internal combustion engine (ICE) cars to EVs having the potential to be further accelerated with the integration of ultra-fast ADSE chargers where grids are limited.

•        Compelling Valuation.    EUSG was able to obtain a highly attractive valuation for ADSE when comparing EV/Revenues and EV/EBITDA of ADSE to EV-charging peers. EUSG’s valuation of ADSE was roughly 1.5x revenues in 2023 and 0.9x revenues in 2024, with a 95% estimated sales CAGR.

•        Established, Well-Recognized Customers and Commercial Partners.    ADSE has both blue chip customers and a blue chip partner (Bosch), cementing the EUSG board’s trust in the business.

•        Strong Industry Tailwinds.    EUSG believes that the strong long-term growth in EVs will drive substantial investment in fast charging infrastructure and government infrastructure plans in the US and EU will support build-out of EV charging infrastructure.

•        Vertical Integration.    EUSG believes that ADSE’s high degree of vertical integration, with the capability to manufacture, install and service its technology platforms, provides ADSE with a competitive advantage over its competitors who rely on third-party manufacturers and suppliers.

•        Committed and Capable Management Team.    EUSG believes that ADSE has built an experienced and professional management team within Germany.

•        PIPE Equity Commitment.    A group of institutional and accredited investors, including certain existing ADSE shareholders, and an affiliate of EUSG’s sponsor has committed approximately $156 million in PIPE subscriptions, $108 million of which are from investors not associated with EUSG’s sponsor. This was viewed as support from institutional investors for the opportunities represented by the transaction, and provides for additional capital for the execution by ADSE of its business plan after the transaction is completed.

The EUSG board also considered a variety of uncertainties and risks and other potentially negative factors concerning the business combination, including, but not limited to, the following:

•        Customer Risk.    ADSE has mostly sold its ultra-fast chargers to a large OEM, exposing it to the risk of a lack of customer diversification.

•        Launch Timeline for Residential Segment of ADSE’s Business.    ADSE’s home unit is not expected to launch until 2023, but presents material revenues to the business plan from 2023-2025.

•        Early State Company Risk.    ADSE is an early stage company with a history of losses, and ADSE expects to incur significant expenses and continuing losses for the near term.

•        Public Company Risk.    The risks that are associated with being a publicly traded company that is in its early, developmental stage, particularly given the many EV-charging-related companies going public in the previous twelve months, leading to the additional risk that ADSE could get lost in the public markets.

•        Benefits May Not Be Achieved Risk.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Redemption Risk.    The risk that a significant number of EUSG’s shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to EUSG’s existing memorandum and articles of association, which would potentially make the Business Combination more difficult to complete or reduce the amount of cash available to the post-combination company to accelerate its business plan following the closing of the Business Combination.

•        Shareholder Vote Risk.    The risk that EUSG’s shareholders may fail to provide the votes necessary to effect the Business Combination.

•        Litigation Risk.    The risk of the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        No Third-Party Valuation Risk.    The risk that EUSG did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within EUSG’s control.

•        Interests of Certain Persons.    The Sponsor, the members of the EUSG Board and certain officers of EUSG have interests in the business combination proposal, the other proposals described in this proxy statement/prospectus and the proposed business combination that are different from, or in addition to, those of EUSG’s shareholders generally (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions” of this proxy statement/prospectus). EUSG’s directors reviewed and considered these interests during the negotiation of the proposed business combination and in evaluating and unanimously approving, as members of the EUSG Board, the Business Combination Agreement and the transactions contemplated therein, including the Merger. However, the EUSG Board concluded that the potentially disparate interests would be mitigated because these interests were disclosed in the prospectus for the IPO and EUSG’s publicly filed documents and would be disclosed in this proxy statement/prospectus, and the proposed business combination was structured so that it may be completed even if EUSG’s public shareholders redeem a substantial portion of EUSG’s Public Shares, and the EUSG Board concluded, in light of all of the factors considered by it and described in this proxy statement/prospectus, the Business Combination Agreement, the ancillary documents to which EUSG is or will be a party and the transactions contemplated thereby (including the proposed business combination) were advisable, fair to, and in the best interests of, EUSG and its shareholders.

•        Other Risks.    Various other risk factors associated with ADSE’s business, as described in the section entitled “Risk Factors.” The EUSG board concluded that the potential benefits that it expected EUSG and its shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. Accordingly, on July 25, 2021, EUSG’s board of directors determined that the Business Combination Agreement and the Transactions, were advisable, fair to, and in the best interests of EUSG and its shareholders.

EUSG management, with assistance from Raymond James, considered an estimate of the valuation of ADSE based on a comparable listed company analysis in order to assess the value that the public markets would likely

ascribe to EUSG following a business combination with ADSE, and this analysis was presented to EUSG’s board of directors. The relative valuation analysis was based on selected public companies with businesses similar to or operating in adjacent sectors to ADSE. The selected companies were chosen because they were determined by EUSG, with assistance from Raymond James, to be the most relevant in their particular sector.

Certain Financial Analysis

EUSG, with assistance from Raymond James, analyzed potential comparable companies for ADSE in the five sectors listed below in order of relevance:

1)      Pure-play EV charging businesses that have gone/are going through a de-SPAC process

2)      Other listed pure-play EV charging businesses that have not gone through a de-SPAC process

3)      EV focused energy storage solutions

4)      Stationary clean-tech

5)      EV OEMs

The comparable public companies for ADSE that EUSG’s management presented to the EUSG board of directors were:

•        Pure-play EV charging businesses that have gone/are going through a de-SPAC process:

•        ChargePoint Holdings, Inc., an EV charging solutions company;

•        EVBox, B.V., an EV charger manufacturer;

•        EVgo, Inc., an EV charging network provider;

•        Tritium Pty Ltd., an EV charger manufacturer;

•        Volta Industries, Inc., an EV charging solutions company;

•        Wallbox Chargers, S.L., an EV charging solutions company; and

•        Other listed pure-play EV charging businesses that have not gone through a de-SPAC process:

•        Beam Global, an EV charging product manufacturer;

•        Blink Charging Co., an EV charging manufacturer and network provider;

•        Compleo Charging Solutions AG, an EV charging station manufacturer;

•        Fastned, B.V., an EV charging manufacturer and operator company;

•        Zaptec AS, an EV charger manufacturer; and

•        EV focused energy storage solutions:

•        Akasol AG, a battery systems manufacturer;

•        Alfen N.V., a manufacturer of electricity-grid related products;

•        AMTE Power plc, a battery manufacturer;

•        Ballard Power Systems Inc., a proton exchange membrane fuel cell product manufacturer;

•        Contemporary Amperex Technology Co., Ltd., an EV and energy storage battery manufacturer;

•        Electrovaya, Inc., a battery manufacturer;

•        EVE Energy Co., Ltd., a battery manufacturer;

•        Leclanché SA, an energy storage solutions manufacturer;

•        Plug Power Inc., a hydrogen fuel cell solutions provider;

•        PowerCell Sweden AB, a fuel cell systems manufacturer; and

•        Stationary clean-tech:

•        Array Technologies, Inc., a solar tracking systems manufacturer;

•        Bloom Energy Corporation, a solid-oxide fuel cell systems manufacturer;

•        Enphase Energy, Inc., a solar photovoltaic energy solutions company;

•        Sunnova Energy International, Inc., a residential solar and energy storage service provider;

•        SolarEdge Technologies, Inc., developer of inverter systems for solar installations; and

•        EV OEMs:

•        Canoo, Inc., an EV manufacturer;

•        NIO, Inc., an EV manufacturer;

•        Tesla, Inc., an EV and battery manufacturer;

•        Workhorse Group, Inc., an EV and electric aircraft manufacturer.

These companies were identified by EUSG, with assistance from Raymond James, as public companies having businesses with similar end markets, business models, go-to-market strategies and financial profiles. While these companies may share certain characteristics that are similar to those of ADSE, the EUSG board of directors recognized that no public company was identical in nature to ADSE.

Using publicly available information, EUSG, with assistance from Raymond James, reviewed among other things, operational and financial metrics of each of the comparable companies and benchmarked this against ADSE. The median of the operational and financial metrics for the selected comparable companies was based on market data as of July 29, 2021 and summarized in the table below.

Note: Median figures displayed for operational and financial metrics

____________

(1)      FY24E margin used for other listed EV charging and FY23E margin used for EV focused energy storage solutions as business in the peer sets demonstrate more mature characteristics than SPAC Merger EV Charging players (which are earlier in the cycle).

(2)      ChargePoint excluded from the SPAC merger EV charging peers for FY24E EV/EBITDA multiple calculation due to extreme outlier based on broker consensus; FY23E multiple for EV focused energy storage solutions as businesses in the peer set demonstrate more mature characteristics than EV charging players.

(3)      Other EV listed charging peers excluding Blink Charging, while FY24E multiples taken for Compleo and Fastned due to unavailability of broker estimates in FY25E at the time; median FY24E multiples used for EV focused storage solutions as businesses in the peer set demonstrate more mature characteristics than EV charging players.

For the purposes of forming a view on valuation for ADSE, EUSG focused on FY23E and FY24E (as opposed to FY25E) revenue-based market multiples, given the reduced risk profile around deliverability. In addition, EUSG analyzed EV/EBITDA multiples for FY24E and FY25E, however, these metrics were deemed less relevant due to the majority of comparable companies only breaking even in the longer term (i.e. FY24E and FY25E), hence distorting the significance and reliance of this metric.

Based on a post-transaction enterprise value of $356 million, ADSE’s expected enterprise value to revenue multiple for FY23E is 1.5x, while EV charging de-SPAC peers enterprise value to revenue multiple was 4.4x and other listed EV charging peers was 5.8x. Therefore, ADSE’s EV/FY23E enterprise value to revenue represented a 66% and 74% discount to EV charging de-SPAC peers and other listed EV charging peers multiples, respectively.

ADSE’s expected enterprise value to revenue multiple for FY24E is 0.9x, while EV charging de-SPAC peers enterprise value to revenue multiple was 3.0x and other listed EV charging peers was 4.1x. Therefore, ADSE’s EV/FY24E revenue represented a 70% and 78% discount to EV charging de-SPAC peers and other listed EV charging peers multiples, respectively.

The analysis was prepared by EUSG management based on its judgment and with assistance from its financial advisors, to the extent described above. The analysis above should not be deemed determinative of fact and of future results. This analysis reflects the best currently available estimates and presents to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of ADSE.

Certain Unaudited ADSE Projected Financial Information

Neither EUSG nor ADSE, as a matter of course, makes public projections as to future projected sales, earnings, or other results. However, ADSE prepared and provided to their financial advisors, EUSG and potential PIPE investors certain internal, unaudited projected financial information in connection with the evaluation of the Business Combination. ADSE prepared such projected financial information based on their judgment and assumptions regarding the future financial performance of ADSE as of June 2021. The inclusion of the below information should not be regarded as an indication that EUSG, ADSE, and any of their respective financial advisors or any other recipient of this information, considered — or now considers — it to be predictive of actual future results.

The unaudited projected financial information is subjective in many respects. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited projected financial information covers multiple years, that information by its nature becomes less predictive with each successive year.

The forecasts are based on information as of their respective dates and reflect numerous assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond ADSE’s control including, among other things, the matters described in the sections entitled “Forward-Looking Statements; and “Risk Factors.”. ADSE believes the assumptions in the projected financial information were reasonable at the time the financial information was prepared, given the information ADSE had at the time. However, important factors that may affect actual results and cause the results reflected in the projected financial information not to be achieved include, among other things, risks and uncertainties relating to the ADSE business, industry performance, the regulatory environment, and general business and economic conditions. The projected financial information also reflects assumptions as to certain business decisions that may be subject to change. The projected financial information does not consider the possible financial and other effects of the Business Combination and does not attempt to predict or suggest future results of the resulting company after giving effect to the Business Combination.

The unaudited projected financial information was not prepared with a view toward public disclosure, or with a view toward complying with the guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants with respect to projected financial information, but, in the view of ADSE management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of ADSE management’s knowledge and belief, the expected course of action and the expected future financial performance of ADSE.

The projected financial information was prepared exclusively by ADSE. Neither EUSG nor ADSE’s independent auditors, independent accountants nor any other financial advisers of EUSG or ADSE, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion, representation or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information. The audit reports included in this proxy statement/prospectus relate to historical financial information. They do not extend to the projected financial information and should not be read to do so. The summary of the unaudited projected financial information included below is not being included to influence your decision whether to vote to approve the Business Combination, but is being provided solely because it was made available by ADSE in connection with the Business Combination as described below.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, ADSE DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROJECTED FINANCIAL INFORMATION. THE PROJECTED FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT THE INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE UNAUDITED PROJECTED FINANCIAL INFORMATION SET FORTH BELOW. NONE OF ADSE, EUSG NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY ADSE SHAREHOLDER, EUSG SHAREHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE PROJECTED FINANCIAL INFORMATION OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

Certain measures included in the projected financial information may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by ADSE may not be comparable to similarly titled amounts used by other companies. Accordingly, we have not provided a reconciliation of such financial measures.

The following table sets forth certain summarized prospective financial information regarding ADSE for the years FY21E, FY22E, F23E, FY24E and FY25E that was included in the projected financial information:

Projected revenue is based on the sum of ADSE EV Charging, Residential, Commercial & Industrial and Services activities, scaling with accelerating deployment of its products. Projected gross profit margin improvements are driven by reduced components costs and economies of scale. ADSE believes that “EBITDA,” a non-GAAP measure, is a good measure of the cash generating capabilities of the Company over time. ADSE’s management team has prepared these projections based on a variety of sources, including inputs and market data from third-party data providers and management’s experience in the EV and technology sectors. In preparing its forecasts, ADSE management incorporated a number of assumptions, including the following assumptions that ADSE’s management believes to be material:

With respect to Revenue:

•        Overall, forecasted revenue for FY21E and FY22E was prepared on a bottom-up basis including management’s expectations derived from their current sales pipeline as well as from their understanding and views of the market using inter alia publicly available market studies (see below);

•        EV Charging revenue is expected to grow from $30 million in FY21E to $439 million in FY25E (CAGR of 95%), with the launch of the ChargePost and the anticipated new business activity in the U.S. expected in FY22E being main drivers;

For the existing product ChargeBox, ADSE has derived projected revenues for the EU market based on unit sales forecasts received from potential customers and distribution partners. These are frequently evaluated and monitored by the ADSE sales team. ADSE then applies a discount designed to account for the risk that an order may not materialize and includes the resulting estimated financial data in ADSE’s revenue

projections. The unit projections for the FY21E to FY22E are based on the expected demand for individual customers and sales partners. For FY23E, FY24E and FY25E, the projections are prepared by using a combination of ADSE’s customer pipeline and industry projections for public and commercial ultra-fast charging infrastructure from Bloomberg New Energy Finance (“BNEF”). The forecast reflects modest initial sales in the US in the range of 15-25 units for FY22E, with revenues in the US market for FY23E and beyond expected to show the same unit sales volumes by year as the EU market but with a one-year delay.

The projections reflect ADSE’s anticipated introduction of its ChargePost product to the European market in 2022. Projected revenues for the European market are based on expected unit demand provided by potential customers for actual requests for information (RFI) or quotation (RFQ). On those accumulated projections from several potential customers significant downward adjustments in excess of 40% varying by year were applied resulting in annual unit sales of approximately 200 to 250 in FY22E growing to unit sales of 1,200 to 1,400 in FY25E. respectively. For the US market, it has been assumed that the same potential in terms of unit sales equals that of the European market however with a one-year delay leading to annual unit sales of approximately 800-900 for the period FY25E.

The total projected unit sales for EV Charging are equivalent to a share of the total anticipated public and commercial charging infrastructure (connectors) segment in the US and Europe according to BloombergNEF growing from below to 2% in FY23E to approx. 4% in FY25E.

•        Residential revenue is expected to grow from $19 million in FY23E to $137 million in FY25E (CAGR of 166%), mainly driven by the launch of the MyPowerPlant in FY23E and the market entry in the U.S. expected in FY24E; With the envisaged launch of MyPowerPlant in Europe in 2023, ADSE’s revenue in the residential segment is projected to increase over the business plan period. ADSE expects an energy transition will also take place in residential homes leading to residential heating systems being complemented by electrical heat pumps, or fuel cells, PV gensets on rooftops or other equipment to enhance the use of renewable energy at home. ADSE revenue growth is based on industry projections, namely in the “European Market Outlook” from Solar Power Europe which expects the European market for installed residential battery storage capacities to increase between FY21E and FY24E to grow with a CAGR of approximately 21% p.a. to a market size of more than 2 GWh in 2024. Due to benefits of ADSE’s MyPowerPlant and its expected technological positioning, ADSE expects that the Company’s solution will achieve a market share of approximately 2% in Europe in FY23E. Following the launch, the market share is expected to increase to almost 7% in FY25E. For the US market, management has planned the market entry in 2024. Due to the similar market size and conditions, the expectations with regard to revenue and market shares are the same as for the European market, but with a time lag of one year.

•        Commercial and Industrial revenue is expected to grow from $11 million in FY21E to $32 million in FY25E (CAGR of 31%), primarily driven by the launch of new PowerBooster in FY23E which is expected to replace certain of the Company’s existing products offering additional functions at lower costs for the customer. For the sales forecast in FY21E and FY22E, ADSE has primarily considered individual customer and project level realized sales, the actual order book and the sales pipeline of projects under negotiation. For the sales pipeline certain probabilities reflecting the respective stage of negotiation and likelihood of success were applied. From FY23E and beyond, the projections are prepared by using a combination of ADSE’s customer pipeline and industry projections for commercial and industrial battery storage systems. The market size and growth rate is based on the energy storage installation outlook according to the market study “Global renewable energy trends” from Deloitte Insights showing an overall market size of approximately $250 million and market growth (CAGR) of 17.4% (FY21E – FY25E) in ADSE’s focus market, the DACH region, leading to a market size in excess of $450 million in 2025.

With respect to Gross Profit:

•        An increase in Gross Profit after COGS is driven mainly by the projected volume increase and resulting economies of scale and average gross margin increasing from 9% in FY21E to 33% in FY25E;

•        Projected gross margin is driven by a multitude of factors including, among others, efficiencies gained through increasing volumes and production capacity, cost reductions of components (including but not limited to batteries) and other economies of scale. Main costs efficiencies are planned in a reduction of battery cell prices by 3.8% p.a. (based on Bloomberg NEF market forecast for cell prices per KWh), as batteries are a significant portion of the current cost of the ChargeBox and the future ChargePost.

With respect to EBITDA:

•        EBITDA is expected to increase to $131 million in FY25E as ADSE scales up; and

•        EBITDA margin is forecast to increase to 21% in FY25E as ADSE benefits from operational leverage mainly due to ADSE having its own assembly plant.

Satisfaction of 80% Test

It is a requirement under EUSG’s M&A that any business acquired by EUSG has a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of ADSE generally used to approve the business combination described herein, the EUSG board of directors determined that this requirement was met. In reaching this determination, the EUSG board of directors concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, and business model as well as quantitative factors such as ADSE’s potential for future growth in revenues and profits.

The EUSG board of directors reviewed ADSE’s financial business model and qualitative factors as previously described throughout the due diligence process. After consideration of these factors, EUSG’s board of directors determined that the value of ADSE was substantially in excess of the 80% threshold. EUSG’s board of directors believed that the financial skills and background of its members qualified it to conclude that the acquisition of ADSE met this requirement.

Interests of EUSG’s Directors, Officers, and Others in the Transactions

When you consider the recommendation of EUSG’s board of directors in favor of approval of the business combination proposal, you should keep in mind that the Sponsor and certain of EUSG’s directors and executive officers have interests in such proposal that are different from, or in addition to, your interests as an EUSG shareholder. These interests include, among other things:

•        On November 16, 2020, the Sponsor purchased an aggregate of 3,593,750 EUSG Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.007 per share. On December 15, 2020, the Sponsor transferred 70,000 of the EUSG Founder Shares to an entity controlled by Dr. Thunell, chairman of EUSG’s board of directors, up to 35,000 of which are subject to repurchase by the Sponsor based on the achievement of certain milestones. Because the Underwriters fully exercised their over-allotment option in January 2021, the Sponsor retained the 468,750 EUSG Founder Shares that were subject to forfeiture, and all 3,593,750 EUSG Founder Shares remain outstanding as of the date hereof. If the business combination with ADSE or another business combination is not consummated by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A), EUSG will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the EUSG Class B Ordinary Shares held by the initial shareholders, including EUSG’s directors and officers would be worthless, because EUSG’s initial shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such EUSG Class B Ordinary Shares had an aggregate market value of $[•] based upon the closing price of $[•] per share on Nasdaq on the record date. As a result of the low initial purchase price, the Sponsor, its affiliates and our management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as EUSG’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, officers and directors and their respective affiliates and associates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by January 26, 2023, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their EUSG Founder Shares.

•        Simultaneously with the consummation of the IPO, EUSG consummated the private placement of an aggregate of 4,375,000 EUSG Private Warrants to the Sponsor, EBC and ABN AMRO Securities (USA) LLC, at a purchase price of $1.00 per warrant (or $4,375,000 in the aggregate). All of the proceeds

EUSG received from these sales were placed in the Trust Account. Such EUSG Private Warrants had an aggregate market value of $[•] based upon the closing price of $[•] per warrant on Nasdaq on the record date. The EUSG Private Warrants will become worthless if EUSG does not consummate a business combination by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the EUSG Private Warrants. The EUSG Private Warrants held by EUSG’s initial shareholders had an aggregate market value of approximately $[•] based upon the closing price of $[•] per EUSG Public Warrant on Nasdaq on the Record Date.

•        To protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below (1) $10.00 per share or (2) such lesser amount per share as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed money by EUSG for services rendered or contracted for or products sold to EUSG. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: the Sponsor will have no liability (a) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with EUSG waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (b) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Neither Marcum LLP, EUSG’s independent registered public accounting firm, nor EBC, executed agreements with EUSG waiving such claims to the monies held in the Trust Account. EUSG did not require the Sponsor to reserve for such indemnification obligations, nor did EUSG independently verify whether the Sponsor has sufficient funds to satisfy its indemnity obligations. EUSG believes that the Sponsor’s only assets are securities of EUSG. Therefore, EUSG believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.

•        If EUSG does not complete an initial business combination by January 26, 2023, EUSG may use a portion of its working capital held outside the Trust Account to repay any working capital loans, but no proceeds held in the Trust Account would be used to repay any working capital loans. As of September 30, 2021, there was approximately $143,770,000 in investments and cash held in the Trust Account and approximately $276,000 of cash held outside the Trust Account available for working capital purposes.

•        It is contemplated that Elaine Grunewald, Director of EUSG, will be the chief marketing officer of Parent after the closing of the Transactions. As a result, Ms. Grunewald may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its executive officers.

•        It is contemplated that Bazmi Husain, Advisor to EUSG, will be a director of Parent after the closing of the Transactions. As a result, Mr. Husain may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its directors.

•        If EUSG is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has agreed to advance the funds necessary to pay such costs and complete such liquidation and not to seek repayment for such expenses.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, EUSG’s officers and directors and their respective affiliates and associates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by EUSG from time to time, made by the Sponsor or certain of EUSG’s officers and directors to finance transaction costs in connection with an intended initial business combination.

•        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to EUSG and remain outstanding. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to EUSG for working capital expenses, and there are no outstanding fees or out-of-pocket expenses for which the Sponsor and its affiliates are waiting reimbursement. As of the date of this proxy statement/prospectus, there are no outstanding loans, fees or out-of-pocket expenses for which EUSG’s officers or directors are awaiting reimbursement.

•        The Sponsor will be party to the Registration Rights Agreement, which will come into effect at the Closing Date.

•        Affiliates of the Sponsor, including certain of EUSG’s officers and directors, will fund $14.5 million in the PIPE Investment.

•        Mr. Thunell, EUSG’s Chairman of the Board, will be eligible to receive a one-time payment in exchange for the transfer of up to 35,000 Founder Shares to EUSG’s Sponsor, 180 days after the completion of the Transactions, with the amount of such payment depending on the achievement of certain milestones.

•        EUSG’s obligation to pay up to $5 million aggregate amount in fees to Raymond James in consideration for Raymond James’s services as M&A advisor for the business combination and placement agent for the PIPE Investment is contingent upon the closing of the business combination.

Anticipated Accounting Treatment of the Transactions

The business combination is made up of the series of transactions within the Business Combination Agreement (“Transactions”) as described elsewhere within this proxy statement/prospectus. For accounting and financial reporting purposes, the Share-for-Share Exchange will be accounted for as a recapitalization under IFRS, while the other transactions will be accounted for based on International Accounting Standards Board (“IASB”) International Financial Reporting Standard (“IFRS”) 2, Share-based Payment (“IFRS 2”).

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval necessary to effectuate the Transactions, except for filings with the Registrar of Companies in the Cayman Islands to effectuate the Merger.

Required Vote

The approval of the business combination proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by EUSG’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

As of November 16, 2021, the record date for the extraordinary general meeting of shareholders, EUSG’s initial shareholders (including EBC), officers, and directors beneficially owned and were entitled to vote an aggregate of 3,593,750 initial shares. The initial shares currently constitute approximately 19.93% of the outstanding EUSG ordinary shares. Accordingly, we would need approval from the holders of (i) 5,420,626 shares, or approximately 30.07% of the outstanding EUSG ordinary shares, to approve the business combination proposal and (ii) 8,425,418 shares, or approximately 46.73% of the outstanding EUSG ordinary shares, to approve the merger proposal.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that EUSG’s entry into the business combination agreement, dated August 10, 2021, and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.”

Recommendation of EUSG’s Board of Directors

After careful consideration of the matters described above, EUSG’s board of directors determined that the business combination proposal is fair to and in the best interests of EUSG and its shareholders. EUSG’s board of directors has approved and declared advisable and recommends that you vote or give instructions to vote “FOR” the business combination proposal.

The foregoing discussion of the information and factors considered by the EUSG board of directors is not meant to be exhaustive, but includes the material information and factors considered by the EUSG board of directors.

PROPOSAL NO. 2 — THE MERGER PROPOSAL

The Merger Proposal

The merger proposal, if approved, will authorize the Plan of Merger and the Merger. The approval of the Merger Proposal is a condition to the adoption of the business combination proposal and vice versa. Accordingly, if the business combination proposal is not approved, the merger proposal will not be presented at the extraordinary general meeting. A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B. See also the section of this proxy statement/prospectus titled “The Business Combination Proposal — General — The Merger: Consideration to EUSG Security holders”.

Required Vote

The approval of the merger proposal requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by EUSG’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the plan of merger (attached to this proxy statement/prospectus as Annex B) be authorised, approved and confirmed in all respects, that European Strategic Growth Acquisition Corp. be and is hereby authorised to enter into the Plan of Merger, and that the merger of European Strategic Growth Acquisition Corp. with and into Merger Sub, with Merger Sub surviving the merger be authorised, approved and confirmed in all respects.”

Recommendation of EUSG’s Board of Directors

After careful consideration of the matters described above, EUSG’s board of directors determined that the merger proposal is fair to and in the best interests of EUSG and its shareholders. EUSG’s board of directors has approved and declared advisable and recommends that you vote or give instructions to vote “FOR” the merger proposal.

The foregoing discussion of the information and factors considered by the EUSG board of directors is not meant to be exhaustive, but includes the material information and factors considered by the EUSG board of directors. The existence of financial and personal interests of one or more of EUSG’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of EUSG and its shareholders and what they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions” for a further discussion.

PROPOSAL NO. 3 — THE DIRECTOR PROPOSAL

Election of Directors

At the extraordinary general meeting, five directors will be elected who will be the directors of Parent upon consummation of the Transactions. If management’s nominees are elected, the directors of Parent will be Joseph Brancato, Bazmi Husain, Kurt Lauk, PhD, (Chairman), Salina Love, and Thomas Speidel.

Required Vote

The approval of the director proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by EUSG’s shareholders present in person (virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (and absent members, members who are present but do not vote, blanks and abstentions are not counted). Under EUSG’s M&A, prior to the closing of a business combination (as defined therein) only the holders of Class B ordinary shares are entitled to vote on the director election proposal.

If the business combination proposal is not approved, the director proposal will not be presented at the meeting.

Following consummation of the Transactions, the election of directors of Parent will be governed by Parent’s M&A and the laws of Ireland.

Information about Executive Officers, Directors and Nominees

At the effective time of the Transactions, in accordance with the terms of the Business Combination Agreement, and assuming the election of the nominees set forth above, the board of directors and executive officers of Parent will be as follows:

____________

(1)      Member of the Audit Committee

(2)      Member of the Nominating Committee

(3)      Member of the Compensation Committee

Joseph Brancato will serve as a director of Parent. Mr. Brancato serves as co-chairman of the board of directors for Gensler, a global design and architecture firm. In addition, he is managing principal for Gensler’s Northeast and Latin regions, so he works with offices in New York, Boston, Morristown, NJ, Toronto, San Jose, CA, Mexico City, and Bogotá. He provides thought leadership and regularly speaks on topics such as the impact of driverless cars and ride-sharing on urban planning and development, shaping the future of cities, the urbanization of suburbia, and design of post-pandemic office buildings. Engaged in professional outreach, he is an active member of the American Institute of Architects, Urban Land Institute, Urban Design Forum, and CoreNet Global and serves on the board of the New York Chapter of the Commercial Real Estate Development Association (NAIOP). Mr. Brancato is a registered architect in 23 U.S. states and three Canadian provinces. He holds Bachelor’s degrees in architecture and urban studies from the University of Maryland. We believe Mr. Brancato is well-qualified to serve as a director due to his expertise in architecture, urban planning, and market leadership.

Elaine Grunewald will serve as chief marketing officer of Parent and chief executive officer of ads-tec Energy Inc., Parent’s wholly-owned U.S. subsidiary (“ADSE US”). Ms. Grunewald has served as a director of EUSG since January 2021. She has more than two decades of international executive experience with an emphasis on technology, sustainable development, public affairs, and corporate development. Ms. Grunewald focuses on scaling sustainable technologies

and bringing them to market. She co-founded and led the operations of the AI Sustainability Center of Stockholm, a multidisciplinary hub focused developing software solutions and tools to govern the scaling of AI in broader ethical and societal contexts, before exiting in 2020. Ms. Grunewald has advised numerous start-up companies on corporate business development, including Steller, a technology start-up owned by ETA Holdings Inc., since 2018, and Zunum Aero, a technology start-up focused on electric aviation, from 2018 to 2021. Since 2017, Ms. Grunewald has served on the board of directors of Sweco AB, a civil engineering company designing sustainable cities of the future, which is based in Stockholm, and since 2021, she has served on the board of directors of Azelio AB, a Swedish company focused on storage of renewable energy. She held several executive positions during her 20 years at Ericsson, from 1998 to 2018. Ms. Grunewald’s last position at Ericsson was Senior Vice President and Chief Sustainability and Public Affairs Officer, a position she held from 2016 to 2018. Ms. Grunewald also operates a private management, scientific, and technical consulting business Emphco AB, which she co-founded in 2018. She holds a double Master’s degree in International Relations and Resource & Environmental Management from Boston University’s Center for Energy and Environmental Studies and she is the co-author of Sustainability Leadership, A Swedish Approach to Transforming your Company, Your Industry and the World (Palgrave MacMillan 2020) a book about corporate sustainability leadership in Sweden. Ms. Grunewald is active in the International Women’s Forum and she serves on the board of the Whitaker Peace and Development Initiative.

Bazmi Husain will serve as a director of Parent. Mr. Husain retired recently, after a 40 year career with ABB, a global engineering company focused on the transformation of society and industry to achieve a more productive, sustainable future. From 2016-2020, Mr. Husain served as the Chief Technology Officer for ABB, where he was responsible for the company’s technology strategy and ownership and for ABB Technology Ventures, ATV. During his tenure, ABB was recognized as a top corporate venture capital firm. Concurrently, Mr. Husain was also the Chairman of ABB Technology, an ABB entity that develops and own all its technology. From 2011-2015, he served as the Managing Director of ABB India Ltd, a subsidiary of ABB that is based in Bangalore, India, and listed on the National Stock Exchange of India. Under Mr. Husain’s direction, profit grew by 350% with a 25% growth in revenue. From 2006-2010, he served in various roles at ABB, including the Head of ABB Smart Grid Initiative and Head of Research in Automation. Mr. Husain also served as Chairman of the Board for PROGRESS, a center for software engineering at Malarden University in Sweden, from 2006-2009. From 2016-2020, Mr. Husain was the Director of the Jurgen Dormann Foundation, a non-profit organization that focuses on engineering education. Mr. Husain has a B.E. in Electrical Engineering and a M.S. in Physics from the Birla Institute of Technology and Science located in Pilani, India. We believe Mr. Husain is well-qualified to serve as a director due to his extensive engineering background and his experience as an executive a global company, including as chief executive officer of its listed subsidiary.

Hakan Konyar will be the chief production officer of Parent. Mr. Konyar has served as the chief operating officer of ADSE since September 2019. He is responsible for the entire supply chain, including project management, quality, and service. During his time as chief operating officer, Mr. Konyar played a significant role in bringing ADSE’s ChargeBox product to market. Prior to his current position, Mr. Konyar served as a technical plant manager from March 2017 to August 2019 and as vice president for production planning and execution of starters and generators from October 2015 to February 2017. He holds a Dipl. Ing (FH) in mechanical and automotive engineering from the University of Applied Sciences Esslingen.