Robert Bosch GmbH SC 13DAds-Tec Energy Public / Robert Bosch GmbH ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 ADS-TEC ENERGY PUBLIC LIMITED COMPANY

 

This Schedule 13D (“Schedule 13D”) is filed with the Securities and Exchange Commission (the “SEC”) on behalf of (i) Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch Thermotechnik”); (ii) Robert Bosch GmbH, a German company with limited liability (“Robert Bosch GmbH”); (iii) Robert Bosch Industrietreuhand KG, a German limited partnership (“Bosch KG”); (iv) Volkmar Denner, the chief executive officer of Robert Bosch GmbH (“Mr. Denner”); (v) Franz Fehrenbach, a general partner of Bosch KG (“Mr. Fehrenbach”); (vi) Wolfgang Malchow, a general partner of Bosch KG (“Mr. Malchow”); and (ix) Jan Brockmann, the chief executive officer of Bosch Thermotechnik (“Mr. Brockmann” together with Bosch Thermotechnik, Robert Bosch GmbH, Bosch KG, Mr. Denner, Mr. Fehrenbach, and Mr. Malchow, the “Reporting Persons”) relating to the shares of common stock, par value $0.0001 per share of Ads-tec Energy Public Limited Company.

 

Item 1. Security and Issuer

Item 2. Identity and Background

 

(a), (b), (c) and (f). This statement is filed by:

 

 

Information regarding each person specified by Instruction C of each of the Reporting Persons is set forth in Exhibit 99.1 hereto and incorporated herein by reference.

 (d)

 

On February 21, 2018, Robert Bosch GmbH was determined to be liable by the European Commission, sitting

   

On February 21, 2018, Robert Bosch GmbH was determined to be liable by the European Commission, sitting in Brussels, Belgium, for a violation of Article 101 of the Treaty on the Functioning of the European Union and Article 53 of the Agreement on the European Economic Area for restricting competition in spark plugs (AT.40113 - Spark Plugs). The European Commission imposed, and Robert Bosch GmbH paid, a fine of €45,834,000 in connection with this matter. The Reporting Persons do not believe that this matter was criminal in nature and have disclosed this matter out of an abundance of caution. No reference to or disclosure of this matter in this Schedule 13D shall be construed as an admission or indication that such matter is or was criminal in nature or that such matter is required to be disclosed under this section 2(d).

 

Other than as set forth above, no Reporting Person has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

 

No Reporting Person, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

To the knowledge of the Reporting Persons, no persons specified by Instruction C, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 

  

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 4. Purpose of Transaction.

 

The purpose of the acquisition of securities of the Issuer was to effect the Business Combination (as defined in Item 6) which was consummated on December 22, 2021.

 

Except as set forth herein or such as would occur upon completion of any of the actions discussed above, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain transfer restrictions as further described in Item 6 below.

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b). The aggregate number and percentage of Ordinary Shares beneficially owned by each Reporting Person are as follows:

(c) Information with respect to all transactions in the shares beneficially owned by the Reporting Person that were effected during the past sixty days is set forth in Item 4 and 6 incorporated herein by reference.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not Applicable.

 

On August 10, 2021, the Issuer entered into a business combination agreement (the “Business Combination Agreement”) with European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands (“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, an exempted company incorporated in the Cayman Islands (“Merger Sub”), ads-tec Holding GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”) and Bosch Thermotechnik, pursuant to which (i) EUSG would merge with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Issuer, followed immediately by (ii) the transfer by Bosch Thermotechnik to Issuer, and Issuer’s acquisition from Bosch Thermotechnik, of certain shares of ADSE in exchange for the Cash Consideration (as defined in the Business Combination Agreement) (the “Bosch Acquisition”), and (iii) concurrently with the Bosch Acquisition, ADSH and Bosch would transfer as contribution to Issuer, and Issuer would assume from ADSH and Bosch Thermotechnik, certain shares of ADSE in exchange for 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”).

On December 22, 2021, the parties to the Business Combination Agreement consummated the Transactions, resulting in EUSG ceasing to exist and ADSE becoming a wholly-owned subsidiary of Issuer and the securityholders of ADSE and EUSG becoming securityholders of Issuer. On the business day immediately prior to the closing of the Merger, EUSG consummated the closing of a series of subscription agreements with accredited investors for the sale in a private placement of

Bosch Thermotechnik acquired 8,062,451 Ordinary Shares in exchange for 9,762 shares of ADSE in the Share-for-Share Exchange pursuant to the Share Consideration and Loan Transfer Agreement, dated December 22, 2021, by and among Bosch Thermotechnik, Robert Bosch GmbH, ADSH and the Issuer (the “Share Consideration and Loan Transfer Agreement”). Bosch Thermotechnik received the Cash Consideration equal to $22,575,200 in exchange for 2,734 shares of ADSE in the Bosch Acquisition pursuant to the Cash Consideration Transfer Agreement, dated December 22, 2021, by and between Bosch Thermotechnik and the Issuer (the “Cash Consideration Transfer Agreement”). Robert Bosch GmbH acquired 2,400,000 Ordinary Shares in exchange for its investment of $24,000,000 as part of the PIPE Financing pursuant to the Subscription Agreement between Issuer and Robert Bosch GmbH, dated as of August 10, 2021 (the “Subscription Agreement”).

The description of the Share Consideration and Loan Transfer Agreement, the Cash Consideration Transfer Agreement and Subscription Agreement are each qualified in its entirety by reference to the full text of such agreement, a copy of the form of which was filed by the Issuer as Exhibits A through Exhibit 2.1 to the Current Report on Form 20-F, filed by the Issuer with the SEC on December 29, 2021 and is incorporated by reference herein as Exhibits 99.3 through 99.5.

 

 

 On December 22, 2021, concurrently with consummation of the Transactions and as contemplated by the Business Combination Agreement, the Issuer entered into a lock-up agreements (each, a “Lock-Up Agreement”) with the EUSG initial shareholders, Bosch Thermotechnik, ADSH and the EarlyBirdCapital, Inc. and ABN AMRO Securities (USA) LLC, as underwriters in EUSG’s IPO (the “Underwriters” and each such party, a “Lock-Up Party”), pursuant to which each Lock-Up Party agreed 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 Issuer other than Ordinary Shares acquired in the public market after the Closing Date and any Ordinary Shares acquired by ADSH or Bosch Thermotechnik or any of their affiliates as a result of their participation in the PIPE Financing.

Under the Subscription Agreement between Issuer and Robert Bosch GmbH Issuer is obligated, subject to the terms thereof and in the manner contemplated thereby, to register for resale under the Securities Act all or any portion of the 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 description of the Lock-Up Agreement and Registration Rights Agreement are each qualified in its entirety by reference to the full text of such agreement, a copy of the form of which was filed by the Issuer as Exhibit A to Exhibit 2.1 to the Current Report on Form 20-F, filed by the Issuer with the SEC on December 29, 2021 and is incorporated by reference herein as Exhibits 99.6 and 99.7.

 

Item 7. Material to be Filed as Exhibits.

 

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