ADS-TEC Energy (NASDAQ: ADSE) revenue plunges, flags going-concern risk in H1 2025
Rhea-AI Filing Summary
ADS-TEC Energy PLC files an amended report providing its unaudited interim IFRS financial statements for the six months ended June 30, 2025 and adds Inline XBRL data.
Revenue fell sharply to 14,614 kEUR from 79,263 kEUR a year earlier, driven mainly by weaker charging product sales. The company recorded a net loss of 14,766 kEUR, compared with a 45,159 kEUR loss in the prior-year period, and an operating loss of 30,015 kEUR.
Equity was negative at -14,912 kEUR, while warrant liabilities totaled 76,977 kEUR and loans and borrowings 33,625 kEUR. Operating cash outflow was 30,196 kEUR, but cash and cash equivalents increased to 37,869 kEUR after issuing senior secured convertible notes and exercising warrants. Management discloses substantial doubt about the company’s ability to continue as a going concern despite these financings.
Positive
- Strengthened liquidity through new instruments: The company issued senior secured convertible notes with aggregate original principal of 53,763 kUSD and related warrants, received two installments totaling 35,000 kUSD by early July 2025, and maintains an undrawn shareholder credit line of 25,577 kUSD available until August 31, 2026.
Negative
- Substantial doubt about going concern: Management concludes recurring losses, significant operating cash outflows and financing uncertainty create substantial doubt about ADS-TEC Energy’s ability to continue as a going concern, and the financial statements include no adjustments for this risk.
- Severe revenue and margin deterioration: Revenue dropped to 14,614 kEUR from 79,263 kEUR year-on-year, turning prior gross profit into a gross loss of 6,663 kEUR and contributing to an operating loss of 30,015 kEUR.
- Highly leveraged, negative equity position: Total equity was negative 14,912 kEUR as of June 30, 2025, alongside 76,977 kEUR of warrant liabilities and 33,625 kEUR of loans and borrowings, indicating a stressed capital structure.
Insights
Heavy revenue drop, negative equity and going-concern doubt despite new financing.
ADS-TEC Energy reports interim revenue of 14,614 kEUR, down from 79,263 kEUR, with an operating loss of 30,015 kEUR. Equity is negative at -14,912 kEUR, while warrant liabilities and debt remain high.
Management highlights recurring losses, large operating cash outflows of 30,196 kEUR, and dependence on capital raises. Even after issuing senior secured convertible notes of 53,763 kUSD principal and extending shareholder credit lines, they explicitly state there is substantial doubt about continuing as a going concern.
The financing package, including up to 50,000 kUSD in gross proceeds and an open shareholder credit line of 25,577 kUSD until August 31, 2026, improves liquidity but adds complexity via convertible features and warrants. Future filings will show whether sales growth and cost measures can narrow losses and support refinancing.
Key Figures
Key Terms
going concern financial
senior secured convertible notes financial
warrant liabilities financial
day one loss financial
IFRS 18 financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of September
Commission File Number
(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 ☐
EXPLANATORY NOTE TO AMENDMENT
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.
1
On September 19, 2025 ADS-TEC ENERGY PLC (the “Company”) issued a press release entitled “ADS-TEC Energy (ADSE) reports H1 2025 Financial Results and Trading Update,” (the “Press Release”) in which the Company reported its financial and operational results for the six months ended June 30, 2025, a copy of which is furnished as Exhibit 99.1 hereto. Additionally, the Company made available to its investors its unaudited consolidated financial information for the six months ended June 30, 2025 and is furnished as Exhibit 99.2 hereto.
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. Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Company’s Form 20-F (SEC File No. 001-41188) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2025, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. 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 | |
| 99.1 | Press Release | |
| 99.2 | Interim Consolidated Financial Information | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
SIGNATURES
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, thereunto duly authorized.
| Dated: April 24, 2026 | ADS-TEC ENERGY PLC | |
| By: | /s/ Torsten Klee | |
| Name: | Torsten Klee | |
| Title: | Chief Financial Officer | |
3
Exhibit 99.1
ADS-TEC Energy Reports Financial Results for HY1 2025
NÜRTINGEN, Germany – 19, September 2025 - ADS-TEC Energy PLC (NASDAQ: ADSE) (the “Company”), a global leader in battery-based energy storage and fast-charging systems, today announced its unaudited interim condensed consolidated financial statements for the first half of the year 2025, covering the period ended June 30, 2025.
Financial Highlights
| ● | The first half of the year was slower as the legacy electric vehicle charging business experienced some delays. Importantly, no significant business opportunities have been lost. Market demand, particularly in the commercial & industrial (C&I) division, continues to demonstrate sustained strength and the Company is actively expanding its business model. |
| ● | Revenue of €14.6 million for the period. |
| ● | Strong growth in service revenues to €4.6 million in HY1 2025. Total recurring service revenues have almost tripled compared to €1.6 million in HY1 2024, through an increase in the installed base. |
| ● | The Company maintains a solid cash position of €37.9 million. |
Business Development
| ● | Exceptional growth in the C&I division, with product demand now in the low hundred million euros in potential gross bookings – up from virtual non-existent levels last year. This is fueled by powerful secular growth drivers such as rising energy demand (AI, electrification) and increasing grid constraints. |
| ● | Battery-based intelligent flexibility lies at the core of ADS-TEC Energy’s business model, ideally positioning the Company to capture the significant boom ahead in BESS. |
| ● | Significant progress has been made in building a recurring revenue model. Multi-revenue services – including energy management features (e.g. trading) and advertising – scale naturally with the expanding network and installed base in Own & Operate. |
| ● | Over 100 Own & Operate locations are already secured in the initial phase, with battery-buffered chargers now on track to being installed at blue-chip retailers. Attractive Own & Operate opportunities are also emerging within C&I. |
| ● | About eight months ago, ADS-TEC Energy began developing one of the largest BESS projects worldwide. The Company has already received unanimous approval for this project from the city council responsible, as well as positive feedback regarding the connection to the extra-high voltage power grid. This large-scale BESS project will be implemented in southern Germany over several years until completion and will boast impressive figures of around 900 MW power and around 1.8 GWh capacity. The Company expects to complete both the project development of and financing for the project in 2026. |
The acting mayor of the local community and Thomas Speidel, CEO of ADS-TEC Energy, are delighted that one of Europe’s largest storage projects has received unanimous approval from the municipal council and that the regulatory approval process has already begun. With a flexibility of 900 MW and 1.8 GWh, significant contributions can be made to our energy system and society as a whole. Local solar fields will also optimize the plants’ own consumption. Once completed, the project is planned to run for several decades.
| ● | Combining large-scale BESS with full or partial ownership, intelligent operation, and long-term services has the potential to generate highly attractive returns, substantially strengthening the group’s cash flow profile going forward. |
Building on Success
| 1. | Expect deferred demand of charging business to surge in the coming quarters, fueled by continued EV adoption and severe deficit of charging infrastructure. We also foresee fleet and corporate car demand to drive EV market growth in 2025 and beyond. |
| 2. | Service revenues are anticipated to grow further strong. |
| 3. | Expect established robust C&I sales pipeline to begin translating into meaningful sales. |
| 4. | Own & Operate business will start contributing to the Company’s revenues. |
In line with its strategic priorities to implement a robust long-term capital structure, the Company is assessing options to refinance its existing convertible notes (which may include bonds, bilateral loans or other debt facilities).
About ADS-TEC Energy
Based on more than ten years of experience with lithium-ion technologies, ADS-TEC Energy develops and produces battery storage solutions and fast charging systems including their energy management systems. Its battery-based fast-charging technology enables electric vehicles to charge ultra-fast even with weak power grids and is characterized by a very compact design. The Company, based in Nürtingen, Baden-Württemberg, was nominated for the German Future Prize by the Federal President and was included in the “Circle of Excellence” in 2022. The high quality and functionality of the battery systems is due to a particularly high level of in-depth development and in-house production. With its advanced system platforms, ADS-TEC Energy is a valuable partner for car manufacturers, energy supply companies and charging station operators.
More information at: www.ads-tec-energy.com
2
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements regarding the delivery and installation of the PowerBoosters, our expectations with respect to future performance and the anticipated timing of certain commercial activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the impact of the COVID-19 pandemic, geopolitical events including the Russian invasion of Ukraine, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales to a limited number of customers for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; changes to battery energy storage standards; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2025, which is available on our website at https://www.ads-tec-energy.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
Contacts
For ADS-TEC Energy Europe:
Dennis Müller
SVP Product Marketing & Communication
press@ads-tec-energy.com
For ADS-TEC Energy United States:
Barbara Hagin
Breakaway Communications
bhagin@breakawaycom.com
+1 408-832-7626
3
Exhibit 99.2
Unaudited Interim Condensed Consolidated Financial Statements
ADS-TEC Energy PLC
as at and for the halfyear ended
June 30, 2025
Prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB)
Unaudited Interim Condensed Consolidated Financial Statements
| Unaudited interim condensed consolidated statements of profit or loss and comprehensive income (loss) | 1 | |
| Unaudited interim condensed consolidated statements of financial position | 2 | |
| Unaudited interim condensed consolidated statements of cash flows | 4 | |
| Unaudited interim condensed consolidated statements of changes in equity | 6 | |
| Notes to the unaudited interim condensed consolidated financial statements | 8 | |
| 1. Reporting entity and group information | 8 | |
| 1.1 | Reporting entity | 8 |
| 1.2 | Group information | 8 |
| 2. Accounting policies | 9 | |
| 2.1 | Basis of preparation | 9 |
| 2.2 | Material uncertainty regarding the ability to continue as a going concern | 9 |
| 2.3 | New accounting standards and interpretations | 10 |
| 3. Significant events and transactions | 11 | |
| 4. | Disclosure on individual items of the consolidated financial statements | 12 |
| 4.1 | Statements of comprehensive income | 12 |
| 4.2 | Statements of financial position | 15 |
| 5. Seasonal business | 21 | |
| 6. Segment reporting | 21 | |
| 7. Related party transactions | 23 | |
| 8. Authorization of the financial statements | 23 | |
i
Unaudited interim condensed consolidated statements of profit or loss and comprehensive income (loss)
| For the six months ended June 30, |
||||||||||
| kEUR | Note | 2025 | 2024 | |||||||
| Continuing operations | ||||||||||
| Revenue | 4.1.1 | |||||||||
| Cost of sales | 4.1.1 | - |
- |
|||||||
| Gross profit (loss) | - |
|||||||||
| Research and development expenses | - |
- |
||||||||
| Selling and general administrative expenses | 4.1.1 | - |
- |
|||||||
| Impairment gains (losses) on trade receivables, contract assets, and other investments |
- |
|||||||||
| Other income | ||||||||||
| Other expenses | - |
- |
||||||||
| Operating result | - |
- |
||||||||
| Finance income | 4.1.2 | |||||||||
| Finance expenses | 4.1.2 | - |
- |
|||||||
| Net finance result | - |
|||||||||
| Result before tax | - |
- |
||||||||
| Income tax benefits (expenses) | - |
|||||||||
| Result for the period | - |
- |
||||||||
| Other comprehensive income | ||||||||||
| Items that are or may be reclassified subsequently to profit or loss |
||||||||||
| Foreign operations – foreign currency translation differences | - |
- |
||||||||
| Other comprehensive income (loss) for the period, net of tax | - |
- |
||||||||
| Total comprehensive income (loss) for the period | - |
- |
||||||||
| Profit (loss) attributable to: | ||||||||||
| Shareholders of the parent | - |
- |
||||||||
| Non-controlling interests | ||||||||||
| Total comprehensive income (loss) attributable to: |
||||||||||
| Shareholders of the parent | - |
- |
||||||||
| Non-controlling interests | ||||||||||
| Earnings (loss) per share (in EUR) | ||||||||||
| Diluted | - |
- |
||||||||
| Basic | - |
- |
||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
1
Unaudited interim condensed consolidated statements of financial position
| ASSETS | ||||||||||||
| kEUR | Note | Jun. 30, 2025 |
Dec.31, 2024 |
|||||||||
| Intangible assets | ||||||||||||
| Right-of-use assets | ||||||||||||
| Property, plant and equipment | ||||||||||||
| Other investments and other assets (non-current) | ||||||||||||
| Trade and other receivables (non-current) | ||||||||||||
| Deferred tax assets | ||||||||||||
| Non-current assets | ||||||||||||
| Inventories | 4.2.1 | |||||||||||
| Trade and other receivables (current) | ||||||||||||
| Contract assets | ||||||||||||
| Other accrued items | 4.2.2 | |||||||||||
| Current tax assets | ||||||||||||
| Cash and cash equivalents | 4.2.3 | |||||||||||
| Current assets | ||||||||||||
| Total assets | ||||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
2
| EQUITY AND LIABILITIES | ||||||||||
| kEUR | Note | Jun. 30, 2025 |
Dec.31, 2024 |
|||||||
| Share capital | 4.2.4 | |||||||||
| Capital reserves | 4.2.4 | |||||||||
| Other equity | 4.2.4 | |||||||||
| Retained earnings | 4.2.4 | - |
- |
|||||||
| Profit (loss) | 4.2.4 | - |
- |
|||||||
| Equity attributable to owners of the Company | - |
- |
||||||||
| Non-controlling interests | ||||||||||
| Total equity | - |
- |
||||||||
| Lease liabilities (non-current) | ||||||||||
| Warrant liabilities (non-current) | 4.2.5 | |||||||||
| Loans and borrowings (non-current) | 4.2.6 | |||||||||
| Trade and other payables (non-current) | ||||||||||
| Contract liabilities (non-current) | ||||||||||
| Other provisions (non-current) | ||||||||||
| Deferred tax liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities (current) | ||||||||||
| Loans and borrowings (current) | 4.2.6 | |||||||||
| Trade and other payables (current) | ||||||||||
| Contract liabilities (current) | ||||||||||
| Income tax liabilities (current) | ||||||||||
| Other provisions (current) | ||||||||||
| Current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Total equity and liabilities | ||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
3
Unaudited interim condensed consolidated statements of cash flows
| For the six months ended June 30, |
||||||||||||
| kEUR | Note | 2025 | 2024 | |||||||||
| Result for the period | - |
- |
||||||||||
| Depreciation and amortization | ||||||||||||
| Finance income excluding foreign currency gains | 4.1.2 | - |
- |
|||||||||
| Finance expense excluding foreign currency losses | 4.1.2 | |||||||||||
| Non-cash effective foreign currency (gains) losses | 4.1.2 | - |
||||||||||
| Share-based payments | ||||||||||||
| Change in trade receivables not attributable to investing or financing activities |
- |
|||||||||||
| Change in inventories | 4.2.1 | - |
||||||||||
| Change in write-downs on inventories | 4.2.1 | |||||||||||
| Change in trade payables | - |
|||||||||||
| Change in contract assets | - |
- |
||||||||||
| Change in contract liabilities | - |
|||||||||||
| Change in other investments and other assets | - |
- |
||||||||||
| Change in other provisions | ||||||||||||
| Change in other liabilities | - |
|||||||||||
| Income tax expenses (benefits) | - |
|||||||||||
| Interest received | ||||||||||||
| Cash flow from operating activities | - |
- |
||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
4
| For the six months ended June 30, |
||||||||||||
| kEUR | Note | 2025 | 2024 | |||||||||
| Purchase of property, plant, and equipment | - |
- |
||||||||||
| Investments in intangible assets, including internally generated intangible asset | - |
- |
||||||||||
| Proceeds from sale of property, plant and equipment | ||||||||||||
| Interest received | ||||||||||||
| Cash flow from investing activities | - |
- |
||||||||||
| Proceeds from Issue of Convertible Note and Warrants | 4.2.6 | |||||||||||
| Proceeds from issuance of shares and other equity securities | 4.2.4 | |||||||||||
| Proceeds from the exercise of warrants | 4.2.5 | |||||||||||
| Repayment of loans and borrowings | 4.2.6 | - |
- |
|||||||||
| Repayment of lease liabilities | - |
- |
||||||||||
| Interest paid | - |
- |
||||||||||
| Cash flow from financing activities | - |
|||||||||||
| Net decrease (-) / increase in cash and cash equivalents | - |
|||||||||||
| Net cash and cash equivalents at the beginning of the period | 4.2.3 | |||||||||||
| FX effects | - |
|||||||||||
| Net cash and cash equivalents at the end of the period | ||||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
5
Unaudited interim condensed consolidated statements of changes in equity
| Other reserves | ||||||||||||||||||||||||||||
| kEUR | Subscribed capital | Capital reserves |
Retained earnings |
Currency translation reserve | Total other reserves | Equity attributable to shareholders | Total equity | |||||||||||||||||||||
| Balance as of Jan. 01, 2025 | |
- |
- |
- |
- |
|||||||||||||||||||||||
| Result for the period | - |
- |
- |
- |
||||||||||||||||||||||||
| Other comprehensive income (loss) | - |
- |
- |
- |
||||||||||||||||||||||||
| Total comprehensive income (loss) | - |
- |
- |
- |
- |
|||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Exercise of options | ||||||||||||||||||||||||||||
| Stock compensation | ||||||||||||||||||||||||||||
| Conversion of shares | ||||||||||||||||||||||||||||
| Balance as of Jun. 30, 2025 | - |
- |
- |
- |
||||||||||||||||||||||||
6
| Other reserves | ||||||||||||||||||||||||||||
| kEUR | Subscribed capital | Capital reserves |
Retained earnings |
Currency translation reserve | Total other reserves | Equity attributable to shareholders | Total equity | |||||||||||||||||||||
| Balance as of Jan. 01, 2024 | |
- |
- |
|||||||||||||||||||||||||
| Result for the period | - |
- |
- |
- |
||||||||||||||||||||||||
| Other comprehensive income (loss) | - | - |
- |
- |
- |
|||||||||||||||||||||||
| Total comprehensive income (loss) | - |
- |
- |
- |
- |
|||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Exercise of options | ||||||||||||||||||||||||||||
| Stock compensation | ||||||||||||||||||||||||||||
| Balance as of Jun. 30, 2024 | - |
- |
- |
- |
||||||||||||||||||||||||
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
7
Reporting entity and group information
Notes to the unaudited interim condensed consolidated financial statements
| 1. | Reporting entity and group information |
| 1.1 | Reporting entity |
ADS-TEC Energy PLC and its subsidiaries (“ADSE”) provide intelligent and decentralized energy storage systems to municipalities, automotive OEMs (Original Equipment Manufacturers), charging operators, dealerships, fleets, residential areas, offices, and industrial sites in North America and Europe. Its scalable systems are designed for use in private homes, public buildings, commercial enterprises, industrial and infrastructure solutions, and self-sufficient energy supply systems, with capacities up to the multi-megawatt range.
ADS-TEC Energy PLC (“ADSE Holdco” or “the Company”) is domiciled in 10 Earlsfort Terrace, Dublin 2 D02 T380, Ireland. The Company is a public limited company incorporated in Ireland. The main operating company is ads-tec Energy GmbH which is located in Heinrich-Hertz-Str. 1, 72622 Nürtingen, Germany.
The board of directors of ADSE Holdco authorized the unaudited interim condensed consolidated financial statements on September 16, 2025.
| 1.2 | Group information |
The consolidated financial statements of ADSE include:
| Jun. 30, 2025 | Shareholding Direct | |||||||
| Group companies | City | Country | or indirect | |||||
| ADS-TEC Energy PLC (“ADSE Holdco”) | ||||||||
| ads-tec Energy GmbH (“ADSE GM”) | % | |||||||
| ads-tec Energy, INC. (“ADSE US”) | % | |||||||
| ads-tec Energy Service GmbH (“ADSE Service”) | % | |||||||
| ads-tec Energy Schweiz GmbH (“ADSE CH”) | % | |||||||
| ads-tec Energy Austria GmbH (“ADSE Austria”) | % | |||||||
Ads-tec Energy Austria GmbH was founded on April 23, 2025, and is a wholly owned subsidiary of ADSE GM. The purpose of ADSE Austria is the sale of products and services in the fields of energy management, energy storage, e-mobility and renewable energy in Austria and eastern parts of Europe.
8
Accounting policies
| 2. | Accounting policies |
| 2.1 | Basis of preparation |
Applied IFRS
The unaudited interim condensed consolidated financial statements of ADSE for the six months ended June 30, 2025, have been prepared in accordance with IAS 34 - Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Company’s last annual financial statements as at and for the years ended December 31, 2024 (“last annual financial statements”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in ADSE’s financial position and performance since the last annual financial statements.
ADSE’s interim financial statements have been prepared on a going concern basis. The reporting period is the six months ended June 30, 2025 and six months ended June 30, 2024. The interim financial statements are presented in Euro, which is the functional currency of ADSE. All amounts have been rounded to the nearest thousand, unless otherwise indicated. In some cases, rounding could mean that values in this report do not add up to the exact sum given or percentages do not equal the values presented.
| 2.2 | Material uncertainty regarding the ability to continue as a going concern |
Management assessed the Company’s ability
to continue as a going concern and evaluated whether there are certain conditions and events, considered in the aggregate, that raise
substantial doubt about the Company’s ability to continue as a going concern using all information available about the future, focusing
on the twelve-month period after the issuance date of the financial statements. Historically, the Company has funded its operations primarily
through capital raises and with loans from shareholders. Since the inception the Company has incurred recurring losses and negative cash
flows from operations including net losses of kEUR
The Company has improved the cash flow from operating
activities from kEUR -
Management of the Company agreed to issue (i)
senior secured convertible notes in the aggregate original principal amount of kUSD
As of June 30, 2025, the Company had outstanding
shareholder loans in a nominal amount of kUSD
For future growth and expansion in other geographical areas such as the U.S. management targets to raise additional equity and debt if required. The Management and its advisers are constantly monitoring the relevant equity and debt capital markets which are important to the company.
9
Accounting policies
There can be no assurance that the Company will be successful in achieving its operational and strategic plans, that any additional financing will be available in a timely manner or on acceptable terms.
The Company’s management deems a successful business development and an improvement of cash flow generation and operating result to be very likely. In addition, the financial resources have significantly improved compared to the previous year as a result of the recent issue of convertible notes and the extended credit line. Nevertheless, based on its recurring losses from operations since inception, the Company has concluded that there is still substantial doubt about its ability to continue as a going concern as cash flows generated by its operating activities may deviate significantly from the company’s forecast and securing additional financing is uncertain. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
| 2.3 | New accounting standards and interpretations |
ADSE applied all the effective standards and interpretations issued by the IASB and the IFRS IC for preparation of the consolidated financial statements if their application was required for annual periods beginning on or after January 01, 2025. However, none of the new accounting standards impacts ADSE as they are either not relevant to ADSE’s activities or did not require accounting which is inconsistent with ADSE’s current accounting policies.
New accounting standards and amendments to standards or interpretations effective as of January 01, 2025:
| Standard | Name | Effective date | ||
| IAS 21 |
The standards and amendments to standards and interpretations below have been published by the IASB but are not mandatorily effective for annual periods beginning on or after January 01, 2025 and therefore have not been early adopted in these consolidated financial statements by ADSE.
| Standard | Name | Effective date | ||
| IFRS 9 & IFRS 7 | ||||
| IFRS 9 & IFRS 7 | ||||
| IFRS 18 | ||||
| IFRS 19 |
On April 09, 2024, the IASB published IFRS 18 – Presentation and Disclosure in Financial Statements which is effective for periods beginning on or after January 01, 2027. ADSE is currently analyzing the impact expected from the initial application of IFRS 18. Other accounting standards issued by the IASB that are not yet applied or that become effective in the future are not expected to have a material impact on the consolidated financial statements.
10
Significant events and transactions
| 3. | Significant events and transactions |
The following significant events and transactions have occurred since December 31, 2024.
Establishment of a new subsidiary
On April 23, 2025, ads-tec Energy Austria GmbH (“ADSE Austria”) was established as a wholly owned subsidiary of ADSE GM. ADSE Austria is focused on the distribution of products and services in the areas of services in the fields of energy management, energy storage, e-mobility, and renewable energies.
Repayment of shareholder loans
ADSE US repaid tranches of the 2023 shareholder
loans and shareholder loan plus with a total nominal amount of kEUR
Loans and borrowings
On May 1, 2025, ADSE Holdco, ADSE GM and ADSE
US entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company agreed to issue (i)
senior secured convertible notes in the aggregate original principal amount of kUSD
11
Disclosure on individual items of the consolidated financial statements
| 4. | Disclosure on individual items of the consolidated financial statements |
| 4.1 | Statements of comprehensive income |
| 4.1.1 | Revenue and functional costs from contracts with customers |
Revenue
ADSE develops, produces, and distributes battery storage solutions for different areas of applications (“multi-use-case”). The product portfolio ranges from the field “charging” which provides charging solutions for the expansion of the eMobility infrastructure at power-limited network points, to the field “commercial and industrial” including power ranges up to multiple MW/MWh. Additionally, ADSE provides its customers with separately acquirable service contracts or maintenance services and software solutions regarding intelligent controlling and monitoring of battery storage solutions.
| Revenue by product types | For the six months ended June 30, |
|||||||
| kEUR | 2025 | 2024 | ||||||
| Charging | ||||||||
| Commercial and industrial | ||||||||
| Service | ||||||||
| Other | ||||||||
| Total | ||||||||
Cost of goods sold
| For the six months ended June 30, |
||||||||
| kEUR | 2025 | 2024 | ||||||
| Cost of materials | ||||||||
| Personnel expenses | ||||||||
| Depreciation and amortization | ||||||||
| Other expenses | ||||||||
| Total | ||||||||
12
Disclosure on individual items of the consolidated financial statements
Selling, general and administrative expenses
| For the six months ended June 30, |
||||||||
| kEUR | 2025 | 2024 | ||||||
| Personnel expenses | ||||||||
| Legal and consulting fees | ||||||||
| Administration fee | ||||||||
| Marketing costs | ||||||||
| Insurance expenses | ||||||||
| Depreciation and amortization | ||||||||
| Other expenses | ||||||||
| Total | ||||||||
Other expenses primarily consist of expenses for general warranties, travel costs and outbound freight.
13
Disclosure on individual items of the consolidated financial statements
| 4.1.2 | Finance result |
The finance income and finance costs recognized in profit or loss are as follows:
| For the six months ended June 30, |
||||||||
| kEUR | 2025 | 2024 | ||||||
| Finance income from remeasurement of warrant liabilities | ||||||||
| Foreign currency gains | - | |||||||
| Income from other interest and similar income | ||||||||
| Finance income | ||||||||
| Finance expense from remeasurement of warrant liabilities | - |
- |
||||||
| Interest expense from shareholder loans | - |
- |
||||||
| Interest expense from convertible note | - |
|||||||
| Foreign currency losses | - |
|||||||
| Interest expense from leasing | - |
- |
||||||
| Interest expense from guarantee commissions | - |
- |
||||||
| Finance expenses | - |
- |
||||||
| Net finance result | - |
|||||||
Finance income from remeasurement of warrant liabilities
in the first half of 2025 in the amount of kEUR
In the first half of 2024, finance expense from remeasurement of warrant liabilities in the amount of kEUR 34,667 results from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from capital increases.
In 2025, interest expenses from shareholder loans
amount to kEUR
14
Disclosure on individual items of the consolidated financial statements
| 4.2 | Statements of financial position |
| 4.2.1 | Inventories |
Inventories include the following:
| kEUR | Jun. 30, 2025 |
Dec. 31, 2024 |
||||||
| Finished goods | ||||||||
| Work in progress | ||||||||
| Raw materials | ||||||||
| Total | ||||||||
| kEUR | Jun. 30, 2025 |
Dec. 31, 2024 |
||||||
| Write-downs finished goods | - |
- |
||||||
| Write-downs work in progress | - |
- |
||||||
| Write-downs raw materials | - |
- |
||||||
| Total | - |
- |
||||||
During the first half of 2025, ADSE recognized
write-downs of inventories in an amount of kEUR
| 4.2.2 | Other accrued items |
Other accrued items include the following:
| kEUR | Jun.30, 2025 |
Dec. 31, 2024 |
||||||
| Day One Loss | ||||||||
| Other accrued items related to lender warrants | ||||||||
| Total | ||||||||
ADSE concluded shareholder loan agreements with various lenders on August 18, 2023, which were amended and restated on August 26, 2024. In addition, three further agreements were concluded on August 26, 2024. Pursuant to the loan agreements, ADSE US and ADSE GM have agreed to issue lender warrants which will be issued by ADSE Holdco as Irish guarantor to the respective lenders and subscribed by ADSE US resp. ADSE GM. At initial recognition, the warrants had a higher fair value than the shareholder loans, which generated a day one loss. As this day one loss is based on unobservable inputs, it needs to be deferred and recognized until maturity to the extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the liability.
The amount recognized on the balance sheet on June 30, 2025 has declined significantly as compared to December 31, 2024 due to amortization over time and in addition due to amortization following the repayment of shareholder loans in the first half of the financial year 2025 prior to maturity.
Other accrued items related to lender warrants refer to warrants for which the exercise conditions were not met as of June 30, 2025 and December 31, 2024 since the related shareholder loans were not drawn. The fluctuation results from foreign currency effects.
15
Disclosure on individual items of the consolidated financial statements
| 4.2.3 | Cash and cash equivalents |
Cash and cash equivalents include the following:
| kEUR | Jun. 30, 2025 |
Dec. 31, 2024 |
||||||
| Cash | ||||||||
| Cash at banks | ||||||||
| Restricted Cash | ||||||||
| Total | ||||||||
As of June 30, 2025, restricted cash mainly relates
to money received in the course of the financing via convertible notes. This money was paid into a control account of the Company and
will be released to the Company upon the achievement of agreed-upon milestones. On July 2, 2025, an amount of kEUR
| 4.2.4 | Equity |
The changes in the various components of equity are shown in ADSE’s statements of changes in equity for the past two half-year periods.
The issued and outstanding shares as of 30 June, 2025, and as of 30 June, 2025, are shown in the table below.
| in k units | 2025 | 2024 | ||||||
| Outstanding as of Jan. 01 | ||||||||
| Exercise of warrants | ||||||||
| Exercise of options | ||||||||
| Share based compensation | ||||||||
| Conversion from convertible note | ||||||||
| Outstanding as of Jun. 30 | ||||||||
| Treasury shares | ||||||||
| Issued and outstanding as of Jun. 30 | ||||||||
In 2024
In the first half of financial year 2025, the
exercise of public, private and shareholder warrants increased the number of outstanding shares by
16
Disclosure on individual items of the consolidated financial statements
| 4.2.5 | Warrant liabilities |
As of the reporting date, warrant liabilities include the following:
| kEUR | No. of warrants issued |
Jun. 30, 2025 |
||||||
| Public warrants | ||||||||
| Private warrants | ||||||||
| Warrants relating to shareholder loans | ||||||||
| Warrants relating to Convertible Note | ||||||||
| Total | ||||||||
As of December 31, 2024, warrant liabilities included the following:
| kEUR | No. of warrants issued |
Dec. 31, 2024 |
||||||
| Public warrants | ||||||||
| Private warrants | ||||||||
| Warrants relating to shareholder loans | ||||||||
| Warrants relating to Convertible Note | ||||||||
| Total | ||||||||
Public and private warrants
As of 30 June, 2025, the fair value of public
and private warrant liabilities amounts to kEUR
Warrants relating to shareholder loans
In the first half of financial year 2025,
17
Disclosure on individual items of the consolidated financial statements
Warrants relating to Convertible Note
On April 30, 2025 the Company issued
The fair value of these warrants as of the issue
date was determined using a Monte Carlo Simulation which resulted in an aggregate fair value of kEUR
On August 20, 2025 the exercise of the warrants
was adjusted to USD
| 4.2.6 | Loans and borrowings |
As of June 30, 2025 loans and borrowings include the following:
| Jun. 30, | Thereof classified as | |||||||||||
| kEUR | 2025 | current | Non-current | |||||||||
| Convertible note | ||||||||||||
| Shareholder loans | ||||||||||||
| Total | ||||||||||||
On May 01, 2025, ADSE secured financing through
convertible note agreements with different institutional lenders in a total principal amount of kUSD
18
Disclosure on individual items of the consolidated financial statements
Until June 30, 2025, the lenders have converted
a total principal amount of kUSD
The shareholder loans are classified as current
loans and borrowings. As of the reporting date, the amount includes the book value of shareholder loans of kEUR
| 4.2.7 | Financial instruments |
The following table provides the carrying amounts and fair values of all financial assets and financial liabilities, including their levels in the fair value hierarchy.
| kEUR | Classification | Fair value hierarchy | Carrying amount Jun. 30, 2025 | Fair value Jun. 30, 2025 | Carrying amount Dec. 31, 2024 | Fair value Dec. 31, 2024 | ||||||||||||||||
| Financial assets | ||||||||||||||||||||||
| Cash and cash equivalents | 3 | |||||||||||||||||||||
| Trade receivables (current) | 3 | |||||||||||||||||||||
| Other investments (non-current) | 3 | |||||||||||||||||||||
| Other financial receivables (current) | 3 | |||||||||||||||||||||
| Other financial receivables (non-current) | 3 | |||||||||||||||||||||
| Total | ||||||||||||||||||||||
19
Disclosure on individual items of the consolidated financial statements
| kEUR | Classification | Fair value hierarchy | Carrying amount Jun. 30, 2025 | Fair value Jun. 30, 2025 | Carrying amount Dec. 31, 2024 | Fair value Dec. 31, 2024 | ||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||
| Warrant liabilities - private | 2 | |||||||||||||||||||||
| Warrant liabilities - public | 1 | |||||||||||||||||||||
| Warrant liabilities - Shareholder loan | 2 | |||||||||||||||||||||
| Warrant liabilities - Convertible Notes | 2 | |||||||||||||||||||||
| Loans and borrowings (non-current) | 3 | |||||||||||||||||||||
| Loans and borrowings (current) | 3 | |||||||||||||||||||||
| Trade payables (current) | 3 | |||||||||||||||||||||
| Trade payables due to related parties (current) | 3 | |||||||||||||||||||||
| Lease liabilities (non-current) | 3 | |||||||||||||||||||||
| Lease liabilities (current) | 3 | |||||||||||||||||||||
| Other payables financial (current) | 3 | |||||||||||||||||||||
| Total | ||||||||||||||||||||||
The significant development in the area of other financial receivables is attributable to research grants, which were paid out in the first quarter of the fiscal year. The decline of trade payables is due to the payment of high trade payables from the purchase of inventory. The increase in loans and borrowings is due to new financing. Please refer to note 4.2.6 for further information on loans and borrowings.
20
Seasonal business
| 5. | Seasonal business |
| 6. | Segment reporting |
Information reported to ADSE’s chief operating
decision maker (CODM) for the purposes of resource allocation and assessment of segment performance is focused on the geographic region
of ADSE’s business activities. Therefore, ADSE manages its operations based on
The CODM has been identified as the board of directors of ADSE Holdco. The board of directors regularly reviews operating results and makes decisions about the allocation of ADSE’s resources. ADSE’s focus is on the research, development and manufacturing of products and services in the fields of energy management, energy storage and e-mobility.
ADSE evaluates segmental performance based on segment revenue and segment earnings before interest, taxes, depreciation and amortization (EBITDA). Inter-segment sales are priced along the same lines as sales to external customers.
| kEUR | Jun. 30, 2025 | |||||||||||||||||||
| Europe | North America | Total reportable segments | Eliminations | Total Group |
||||||||||||||||
| External revenues | ||||||||||||||||||||
| Inter-segment revenues | - |
|||||||||||||||||||
| Total revenue | - |
|||||||||||||||||||
| Earnings before interest, taxation, depreciation and amortization (EBITDA) | - |
- |
- |
- |
||||||||||||||||
| Depreciation and amortization | - |
- |
- |
- |
||||||||||||||||
| Operating result (EBIT) | - |
- |
- |
- |
||||||||||||||||
| Financial income | - |
|||||||||||||||||||
| Financial costs | - |
- |
- |
- |
||||||||||||||||
| Financial result | - |
|||||||||||||||||||
| Profit/Loss before tax | - |
- |
- |
|||||||||||||||||
| Income tax expenses | - |
|||||||||||||||||||
| Profit/Loss for the year | - |
- |
- |
|||||||||||||||||
21
Segment reporting
| kEUR | Jun. 30, 2024 | |||||||||||||||||||
| Europe | North America | Total reportable segments | Eliminations | Total Group | ||||||||||||||||
| External revenues | ||||||||||||||||||||
| Inter-segment revenues | - |
|||||||||||||||||||
| Total revenue | - |
|||||||||||||||||||
| Earnings before interest, taxation, depreciation and amortization (EBITDA) | - |
- |
- |
|||||||||||||||||
| Depreciation and amortization | - |
- |
- |
- |
||||||||||||||||
| Operating result (EBIT) | - |
- |
- |
- |
||||||||||||||||
| Financial income | ||||||||||||||||||||
| Financial costs | - |
- |
- |
- |
||||||||||||||||
| Financial result | - |
- |
- |
- |
||||||||||||||||
| Loss before tax | - |
- |
- |
- |
||||||||||||||||
| Income tax expenses | - |
- |
- |
|||||||||||||||||
| Loss for the year | - |
- |
- |
- |
||||||||||||||||
Total non-current assets of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2025 |
Dec. 31, 2024 |
||||||
| Europe | ||||||||
| North America | - |
- |
||||||
| Eliminations | - |
- |
||||||
| Total non-current assets | ||||||||
Total current assets of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2025 |
Dec. 31, 2024 |
||||||
| Europe | ||||||||
| North America | ||||||||
| Eliminations | - |
- |
||||||
| Total current assets | ||||||||
Total liabilities of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2025 |
Dec. 31, 2024 |
||||||
| Europe | ||||||||
| North America | ||||||||
| Eliminations | - |
- |
||||||
| Total liabilities | ||||||||
22
Related party transactions
Total revenues of both reportable segments can be broken down as follows:
| kEUR | Jun. 30, 2025 |
Jun. 30, 2024 |
||||||
| Europe | ||||||||
| North America | ||||||||
| Eliminations | - |
- |
||||||
| Total revenues | ||||||||
Revenues from two major customers of ADSE represented
kEUR
| 7. | Related party transactions |
Related parties are natural persons or companies that can be influenced by the reporting entity, that can exert an influence on the reporting entity or that are under the influence of another related party of the reporting entity. Transactions between related parties mainly include loans, leases, and management services. Relationships with related parties have not changed significantly since December 31, 2024. With regard to the repayment of shareholder loans please refer to 4.2.6 Loans and borrowings. All business transactions, receivables and liabilities with related parties existing at the reporting date result from ordinary business activities and are conducted at arm’s length.
| 8. | Authorization of the financial statements |
The board of directors of ADSE Holdco authorized the consolidated financial statements on September 16, 2025.
Nürtingen
September 16, 2025
| Thomas Speidel | Stefan Berndt-von Bülow | |
| Chief Executive Officer | Chief Financial Officer |
23