Lucerne grows Ads-Tec Energy (ADSE) stake with warrant exercises and new shares

Rhea-AI Filing Summary

Lucerne Capital Management and affiliated investors amended their Schedule 13D on Ads-Tec Energy to report beneficial ownership of 17,159,341 Common Shares, representing 22.9% of the class, based on 75,002,051 shares outstanding as of May 29, 2026.

The filing details several capital-structure transactions. Lucerne funds acquired Ayrton/Anson SPA rights and related warrants for $12,500,000, which the company later cancelled for $12,556,857.89, eliminating 742,924 warrants while 1,084,360 remain outstanding. Separately, the company reduced the exercise price of 5,172,045 Lucerne Warrants from $6.20 to $1.00, and Lucerne exercised all of them for $5,172,045 in cash, receiving 5,172,045 Common Shares. On May 8, 2026, the company also issued subscription rights for up to 6,324,000 Common Shares at $1.00 per share; investors fully subscribed, and the reporting persons acquired 2,097,000 shares as part of this effort to simplify the capital structure.

Insights

Equity ownership and capital structure analyst

Lucerne reports a 22.9% stake as complex warrant and subscription deals reshape Ads-Tec Energy’s equity base.

Lucerne Capital Management and related individuals now report beneficial ownership of 17,159,341 Ads-Tec Energy Common Shares, or 22.9% of the class, including shares underlying warrants exercisable within 60 days. This makes Lucerne a major shareholder with meaningful influence potential.

The company adjusted 5,172,045 Lucerne Warrants from $6.20 to $1.00 per share and Lucerne exercised all of them for $5,172,045 in cash, increasing its shareholding while adding capital to the issuer. The separate acquisition and subsequent cancellation of Ayrton/Anson SPA rights and warrants for roughly matching cash amounts reconfigures overhang while leaving 1,084,360 such warrants outstanding.

In parallel, subscription rights for 6,324,000 shares at $1.00 were fully exercised, with the reporting persons taking 2,097,000 shares. Together, these steps concentrate ownership with Lucerne-aligned investors and adjust warrant economics, while total impact on future dilution and governance will depend on how remaining warrants and registration rights are ultimately used.

Key Figures

Beneficial ownership: 17,159,341 Common Shares Ownership percentage: 22.9% Shares outstanding: 75,002,051 Common Shares +5 more

8 metrics

Beneficial ownership 17,159,341 Common Shares Lucerne reporting persons; 22.9% of class

Ownership percentage 22.9% Based on 75,002,051 shares outstanding as of May 29, 2026

Shares outstanding 75,002,051 Common Shares Outstanding as of May 29, 2026 per Form 6-K

Lucerne warrants exercised 5,172,045 warrants at $1.00/share Exercise price reduced from $6.20; fully exercised in April 2026

Lucerne warrant exercise cash $5,172,045 Aggregate exercise price paid for Lucerne Warrants

Ayrton/Anson rights purchase $12,500,000 Cash paid by Lucerne Master Fund to Ayrton and Anson

Ayrton/Anson cancellation payment $12,556,857.89 Cash paid by company to Lucerne Master Fund under Cancellation Agreement

Subscription rights shares 6,324,000 shares at $1.00 Non-transferable subscription rights fully exercised on May 8, 2026

Key Terms

beneficially owned, Ayrton/Anson Warrants, Lucerne Warrants, Subscription Agreements, +2 more

6 terms

beneficially owned financial

"Common Shares beneficially owned includes Common Shares underlying warrants that may be exercised within the next 60 days."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Ayrton/Anson Warrants financial

"together with the warrants issued thereunder (the "Ayrton/Anson Warrants")"

Lucerne Warrants financial

"those certain amended and restated warrants to purchase up to an aggregate of 5,172,045 Common Shares, each dated as of August 26, 2024 (collectively, the "Lucerne Warrants")"

Subscription Agreements financial

"the Company entered into subscription agreements (collectively, the "Subscription Agreements") with certain investors, including the Reporting Persons"

A subscription agreement is a signed contract in which an investor promises to buy a specified number of a company’s shares or securities under set terms — price, quantity, payment schedule and any conditions. Think of it like a formal deposit and purchase plan for stock: it locks in the sale and the buyer’s obligations and often sets protections or restrictions that affect ownership, dilution and the company’s ability to raise more money, so investors can assess risk and control.

Registration Rights Agreement financial

"the Company will enter into a registration rights agreement with certain investors (the "Registration Rights Agreement")"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Cancellation Agreement financial

"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"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Ads-Tec Energy Public Ltd Co

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

G0085J117

(CUSIP Number)

Patrick Moroney
73 Arch Street,
Greenwich, CT, 06830
203-983-4470

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/08/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G0085J117

1

Name of reporting person

LUCERNE CAPITAL MANAGEMENT LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,383,117.00
8	Shared Voting Power 1,776,224.00
9	Sole Dispositive Power 15,383,117.00
10	Shared Dispositive Power 1,776,224.00

11

Aggregate amount beneficially owned by each reporting person

17,159,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): G0085J117

1

Name of reporting person

Pieter Taselaar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,159,341.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,159,341.00

11

Aggregate amount beneficially owned by each reporting person

17,159,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): G0085J117

1

Name of reporting person

Matheus Hovers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,159,341.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,159,341.00

11

Aggregate amount beneficially owned by each reporting person

17,159,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): G0085J117

1

Name of reporting person

Jonathan Copplestone

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,159,341.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,159,341.00

11

Aggregate amount beneficially owned by each reporting person

17,159,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): G0085J117

1

Name of reporting person

Patrick Moroney

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,159,341.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,159,341.00

11

Aggregate amount beneficially owned by each reporting person

17,159,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Ads-Tec Energy Public Ltd Co
(c)	Address of Issuer's Principal Executive Offices: 10 EARLSFORT TERRACE, DUBLIN 2, DUBLIN, IRELAND , D02 T380.
Item 1 Comment: This Amendment No. 1 to the Schedule 13D is being filed by Lucerne Capital Management LP ("LCM"), Pieter Taselaar, Matheus Hovers, Jonathan Copplestone and Patrick Moroney (each a "Reporting Person" and together, the "Reporting Persons") to reflect the transactions described under Item 3.
Item 3.	Source and Amount of Funds or Other Consideration
	Acquisition and 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 May 8, 2026, 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 Common 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 Common Shares to Lucerne in connection with the exercise of the Lucerne Warrants, consisting of 5,105,379 Common Shares to Lucerne Master Fund and 66,666 Common Shares to Lucerne Special Opportunity Fund. Subscription Agreements On May 8, 2026, the Company entered into subscription agreements (collectively, the "Subscription Agreements") with certain investors, including the Reporting Persons, pursuant to which the Company agreed to issue non-transferable subscription rights to purchase up to an aggregate of 6,324,000 Common Shares at an exercise price of $1.00 per Common 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 Common Shares, which shares were delivered to the investors on May 8, 2026. The Reporting Persons acquired 2,097,000 Common Shares pursuant to the transaction. 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.
Item 5.	Interest in Securities of the Issuer
(a)	See Rows 11 and 13 of the cover page for each Reporting Person. Common Shares beneficially owned includes Common Shares underlying warrants that may be exercised within the next 60 days. Percentage beneficial ownership is based on 75,002,051 Common Shares outstanding as of May 29, 2026, as reported in the Issuer's Form 6-K filed on May 29, 2026.
(b)	See Rows 7 to 10 of the cover page for each reporting person.
(c)	See Item 3.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	See Item 3.
Item 7.	Material to be Filed as Exhibits.
	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. (incorporated by reference to Exhibit 10.1 to the Issuer's Form 6-K filed on May 12, 2026). 2. Amended Warrant Exercise Notice, dated April 10, 2026, from Lucerne Capital Master Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer's Form 6-K filed on May 12, 2026) 3. Amended Warrant Exercise Notice, dated April 15, 2026, from Lucerne Capital Special Opportunity Fund, Ltd. (incorporated by reference to Exhibit 10.3 to the Issuer's Form 6-K filed on May 12, 2026) 4. Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Form 6-K filed on May 12, 2026). 5. Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Form 6-K filed on May 12, 2026). 6. Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the Issuer's Form 6-K filed on May 12, 2026). 7. Cancellation Agreement, dated May 8, 2026, by and between the Company and Lucerne Capital Master Fund, L.P. (incorporated by reference to Exhibit 10.7 to the Issuer's Form 6-K filed on May 12, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LUCERNE CAPITAL MANAGEMENT LP

Signature:	/s/ Patrick Moroney
Name/Title:	Patrick Moroney, Chief Operating Officer
Date:	06/04/2026

Pieter Taselaar

Signature:	/s/ Pieter Taselaar
Name/Title:	Pieter Taselaar
Date:	06/04/2026

Matheus Hovers

Signature:	/s/ Matheus Hovers
Name/Title:	Matheus Hovers
Date:	06/04/2026

Jonathan Copplestone

Signature:	/s/ Jonathan Copplestone
Name/Title:	Jonathan Copplestone
Date:	06/04/2026

Patrick Moroney

Signature:	/s/ Patrick Moroney
Name/Title:	Patrick Moroney
Date:	06/04/2026

FAQ

What ownership stake in Ads-Tec Energy (ADSE) does Lucerne Capital now report?

Lucerne Capital and related reporting persons report beneficial ownership of 17,159,341 Ads-Tec Energy Common Shares, representing 22.9% of the outstanding class. This percentage is calculated using 75,002,051 Common Shares outstanding as of May 29, 2026, including shares underlying exercisable warrants.

How many Ads-Tec Energy shares did Lucerne acquire by exercising its warrants?

Lucerne funds exercised 5,172,045 Lucerne Warrants at an exercise price of $1.00 per share. The Lucerne Capital Master Fund exercised 5,105,379 warrants and Lucerne Capital Special Opportunity Fund exercised 66,666, resulting in 5,172,045 new Common Shares issued to Lucerne.

What were the key terms of the Ayrton/Anson rights and warrant cancellation related to Ads-Tec Energy (ADSE)?

Lucerne Master Fund bought Ayrton/Anson SPA rights and warrants for $12,500,000 in cash, then agreed with the company to cancel those rights and 742,924 associated warrants. The company paid Lucerne Master Fund $12,556,857.89 for this cancellation, leaving 1,084,360 Ayrton/Anson Warrants outstanding.

What subscription rights transaction involving Ads-Tec Energy shares did Lucerne participate in?

On May 8, 2026, the company issued non-transferable subscription rights to purchase up to 6,324,000 Common Shares at $1.00 per share. Investors fully subscribed, and the reporting persons acquired 2,097,000 Common Shares under these Subscription Agreements aimed at simplifying the capital structure.

How many Ads-Tec Energy shares are used to calculate Lucerne’s 22.9% ownership?

The reported 22.9% beneficial ownership is based on 75,002,051 Common Shares outstanding as of May 29, 2026. This share count is taken from Ads-Tec Energy’s Form 6-K filed on May 29, 2026, and underpins the percentage calculation disclosed.

What registration rights are associated with the Ads-Tec Energy subscription agreements?

In connection with the Subscription Agreements, Ads-Tec Energy will enter into a Registration Rights Agreement with certain investors. The company will provide customary resale shelf registration rights, including potential underwritten shelf takedowns and block trades, and will bear registration expenses while granting related indemnification and procedural rights.