UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission file number: 001-41188
ADS-TEC
Energy Public Limited Company
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Telephone: +353 1 920 1000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒
Form 40-F ☐
Incorporation by Reference
This
6-K and the accompanying exhibits are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File
No. 333-262281, 333-276788, 333-284850) and Form S-8 (File No. 333-263153), including all amendments thereto, filed with the SEC, to
be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently
filed or furnished.
This Report of Foreign Private
Issuer on Form 6-K (this “Form 6-K”) is being furnished to report certain warrant-related transactions, share issuances,
subscription agreements, and the cancellation of certain warrants and related rights by ADS-TEC ENERGY PLC (the “Company”).
Cancellation of Ayrton/Anson SPA Rights and
Warrants
Lucerne Master Fund acquired
from Alto Opportunity Master Fund SPC – Master Segregated Portfolio B (“Ayrton”), AEMF SPV LLC and AIMF SPV
LLC (together, “Anson”) all of their respective rights under that certain Securities Purchase Agreement, dated May
1, 2025, by and among the Company, Ayrton and Anson (the “Ayrton/Anson SPA”), together with the warrants issued thereunder
(the “Ayrton/Anson Warrants”), pursuant to (i) a Warrant Purchase Agreement between Lucerne Master Fund and Ayrton
dated April 6, 2026, and (ii) Securities Purchase Agreements between Lucerne Master Fund and each of AEMF SPV LLC and AIMF SPV LLC, each
dated April 2, 2026 for aggregate cash consideration of $12,500,000.
On May 8, 2026, the Company and
Lucerne Master Fund entered into a cancellation agreement (the “Cancellation Agreement”), pursuant to which Lucerne
Master Fund has agreed that rights under the Ayrton/Anson SPA and the Ayrton/Anson Warrants previously acquired by Lucerne Master Fund
will be cancelled in consideration of an aggregate cash payment by the Company to Lucerne Master Fund of $12,556,857.89.
As of the date hereof, the number of Ayrton/Anson Warrants cancelled pursuant to the Cancellation Agreement is 742,924 and 1,084,360
Ayrton/Anson Warrants remain outstanding.
Lucerne Warrants
On April 9, 2026, the Company
issued a Warrant Adjustment Notice (the “Warrant Adjustment Notice”) to The Lucerne Capital Master Fund, L.P. (“Lucerne
Master Fund”) and The Lucerne Capital Special Opportunity Fund, Ltd. (“Lucerne Special Opportunity Fund”,
and together with Lucerne Master Fund, “Lucerne”), pursuant to Section 3(a) and 3(b) of those certain amended and
restated warrants to purchase up to an aggregate of 5,172,045 ordinary shares of the Company, nominal value $0.0001 per share (the “Ordinary
Shares”), each dated as of August 26, 2024 (collectively, the “Lucerne Warrants”). Pursuant to the Warrant Adjustment
Notice, the exercise price of each Lucerne Warrant was adjusted from $6.20 per share to $1.00 per share.
On April 10, 2026, Lucerne Master
Fund delivered an Amended Warrant Exercise Notice to the Company exercising 5,105,379 Lucerne Warrants at an exercise price of $1.00 per
share, for an aggregate exercise price of $5,105,379. On April 15, 2026, Lucerne Special Opportunity Fund delivered an Amended Warrant
Exercise Notice to the Company exercising 66,666 Lucerne Warrants at an exercise price of $1.00 per share, for an aggregate exercise price
of $66,666. The Company received payment of the aggregate subscription price in cleared funds on April 14, 2026 and April 16, 2026, respectively.
The Company issued an aggregate of 5,172,045 Ordinary Shares to Lucerne in connection with the exercise of the Lucerne Warrants, consisting
of 5,105,379 Ordinary Shares to Lucerne Master Fund and 66,666 Ordinary Shares to Lucerne Special Opportunity Fund. The Company intends
to use the net proceeds from any exercise of the Lucerne Warrants to cancel certain of the Ayrton/Anson Warrants previously acquired by
Lucerne Master Fund.
The Ordinary Shares issued upon
exercise of the Lucerne Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), based on representations made by each exercising holder that it is
an accredited investor as defined in Rule 501 of Regulation D promulgated thereunder.
Subscription Agreements
On May 8, 2026, the Company
entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors, pursuant
to which the Company agreed to issue non-transferable subscription rights to purchase up to an aggregate of 6,324,000 Ordinary Shares
at an exercise price of $1.00 per Ordinary Share , subject to the terms and conditions set forth therein, in exchange for support in connection
with the Company’s efforts to simplify its capital structure. On May 8, 2026, investors exercised their right to subscribe for 6,324,000
Ordinary Shares, which shares were delivered to the investors on May 8, 2026.
The Ordinary Shares have not
been registered under the Securities Act, or any applicable state securities laws, and were offered and sold in transactions exempt from
the registration requirements of the Securities Act, including in offshore transactions in reliance on Regulation S promulgated under
the Securities Act and in transactions not involving a public offering in reliance on Section 4(a)(2) of the Securities Act. The Company
received gross proceeds from the exercise of the subscription rights of approximately $6.3 million. The Company intends to use the net
proceeds for general corporate purposes, which may include working capital, capital expenditures, and other business investments.
Additionally, in connection
with the Subscription Agreements, the Company will enter into a registration rights agreement with certain investors (the “Registration
Rights Agreement”), pursuant to which the Company will agree to provide customary resale shelf registration rights with respect
to the Registrable Securities held by such investors, including, subject to certain thresholds and conditions, the right to request underwritten
shelf takedowns and block trades. The Company also agreed to bear the registration expenses and granted customary indemnification, contribution,
suspension and related procedural rights and obligations under the agreement.
Following the consummation
of the above-referenced transactions, there were 72,002,051 Ordinary Shares outstanding and 1,084,360 Ayrton/Anson Warrants
outstanding.
The foregoing descriptions of
the transactions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreements,
each of which is incorporated herein by reference. The foregoing summary of the Warrant Adjustment Notice is qualified in its entirety
by reference to the Warrant Adjustment Notice attached hereto as Exhibit 10.1. The foregoing summary of the exercise of the Lucerne Warrants
is qualified in its entirety by reference to the Amended Warrant Exercise Notices attached hereto as Exhibits 10.2 and 10.3. The foregoing
summary of the Subscription Agreements is qualified in its entirety by reference to the forms of Subscription Agreement attached hereto
as Exhibit 10.4 and Exhibit 10.5. The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference
to the form of Registration Rights Agreement attached hereto as Exhibit 10.6. The foregoing summary of the Cancellation Agreement is qualified in its entirety by reference to the Cancellation
Agreement attached hereto as Exhibit 10.7.
This Form 6-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believe,” “hope,” “predict,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control
and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak
only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which
any such statement is based.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Warrant Adjustment Notice, dated April 9, 2026, issued by ADS-TEC Energy PLC to Lucerne Capital Master Fund, L.P. and Lucerne Capital Special Opportunity Fund, Ltd. |
| 10.2 |
|
Amended Warrant Exercise Notice, dated April 10, 2026, from Lucerne Capital Master Fund, L.P. |
| 10.3 |
|
Amended Warrant Exercise Notice, dated April 15, 2026, from Lucerne Capital Special Opportunity Fund, Ltd. |
| 10.4 |
|
Form of Subscription Agreement |
| 10.5 |
|
Form of Subscription Agreement |
| 10.6 |
|
Form of Registration Rights Agreement |
| 10.7 |
|
Cancellation Agreement, dated May 8, 2026, by and between the Company and Lucerne Capital Master Fund, L.P. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: May 12, 2026 |
ADS-TEC ENERGY PLC |
| |
|
|
| |
By: |
/s/ Torsten Klee |
| |
|
Name: |
Torsten Klee |
| |
|
Title: |
Chief Financial Officer |
