[144] Metagenomi, Inc. SEC Filing

Rhea-AI Filing Summary

Lucerne Capital Management LP and its principals have converted their passive Schedule 13G status into an active Schedule 13D, signalling a potentially more hands-on approach toward ADS-TEC Energy PLC (NASDAQ: ADSE). The group – consisting of Lucerne Capital Management LP, Pieter Taselaar, Matheus Hovers, Jonathan Copplestone and Patrick Moroney – now reports beneficial ownership of 12,662,214 Class A shares, or 20.5 % of ADSE’s 53,876,307 shares outstanding. Lucerne itself holds sole voting/dispositive power over 11,232,220 shares, while the remaining 1,429,994 shares are held with shared power among the reporting persons.

How the stake was accumulated

• Initial equity obtained through the August 2021 business-combination with European Sustainable Growth Acquisition Corp.
• Open-market purchases (details in Annex A).
• Participation in private placements and three secured lending rounds (May 2023, Aug 2023 and Aug 2024) totalling undisclosed principal; loans carry 10 % p.a. interest and mature 31 Aug 2026.
• As consideration for the loans, Lucerne received multiple warrant packages: $3.00 strike (exp. 31 Aug 2025) and $6.20 strike (exp. 26 Aug 2026). Warrants exercisable within 60 days are included in the 20.5 % ownership figure.

Intentions going forward

The filing states that the stake is held for investment purposes but that the group will “review such investment on a continuing basis.” Consistent with activist language, the investors may acquire additional shares, dispose of shares, or enter derivatives, and have reserved the right to engage with management, other shareholders and the Board on strategy, financing, governance and other corporate matters.

Implications for shareholders

• A single investor controls more than one-fifth of the float, potentially influencing strategic direction, financing terms and Board composition.
• The 10 % secured loans supplied near-term liquidity to ADSE but at a relatively high cost and with additional dilution potential through in-the-money warrants (current share price undisclosed in the filing).
• The switch from 13G to 13D raises the probability of activist proposals, strategic reviews or capital structure changes before the 2026 warrant/loan maturities.

Positive

• 20.5 % stake demonstrates significant insider confidence and provides an anchor shareholder with long-term capital.
• Secured loans supplied at 10 % interest delivered immediate liquidity to ADSE, helping bridge funding needs through 2026.
• Warrants struck at premiums ($3.00 and $6.20) imply Lucerne expects material share-price appreciation before expiration.

Negative

• High-cost debt (10 % secured) suggests limited access to cheaper financing and adds interest burden through 2026.
• Potential dilution from millions of exercisable warrants could cap upside for existing shareholders if exercised.
• Shift from passive 13G to active 13D introduces activism uncertainty, including possible board or strategic disruption.

Insights

Financial Analyst

TL;DR: Lucerne now owns 20.5 % of ADSE, supplies 10 % loans plus warrants; activism risk and dilution upside both rise.

Lucerne’s aggregate position combines equity, loans and multi-tranched warrants, giving it significant economic leverage. The cost of capital (10 % secured) implies ADSE lacked cheaper financing alternatives, hinting at liquidity strain. However, the warrants’ $6.20 strike (vs. $3.00 initial tranche) suggests Lucerne expects meaningful upside. Because the 13D allows active engagement, investors should watch for board nominations, refinancing proposals or pressure for asset sales prior to the Aug 2026 debt and warrant cliff. The 20.5 % stake is large enough to sway shareholder votes but still requires coalition building for control. Near term, the filing is neutral-to-slightly-positive: ADSE retains a supportive capital provider, but dilution and activist uncertainty temper enthusiasm.

Corporate Governance Expert

TL;DR: Shift to Schedule 13D signals activism; Lucerne gains board-room influence without crossing 25 % foreign ownership thresholds.

By moving to a 13D, Lucerne indicates intent to influence strategy. The language about engaging management and other shareholders mirrors standard activist playbooks. Because Lucerne’s principals already sit atop the capital structure via secured loans, they can exert pressure both as creditors and as the largest equity holder. The dual role may spur governance debates over related-party transactions. Nevertheless, the filing discloses no adverse legal history and clarifies funding sources, reducing regulatory risk. I classify the impact as moderately positive for governance transparency but caution that minority shareholders must monitor potential conflicts of interest in future financings.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	769845	1470404	37381495	07/09/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	01/24/2024	Conversion of Common Units	Issuer			256841	01/24/2024	Exchange of Assets
Common Stock	02/13/2024	Conversion of Preferred Stock	Issuer			513004	02/13/2024	Exchange of Assets

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ADS-TEC Energy (ADSE) shares does Lucerne Capital now control?

Lucerne Capital and affiliates report 12,662,214 Class A shares, equal to 20.5 % of shares outstanding.

Why did Lucerne file a Schedule 13D instead of a 13G?

The 13D indicates an intent to actively influence ADSE’s strategy, whereas the earlier 13G assumed a passive investment stance.

What financing arrangements exist between ADSE and Lucerne?

Lucerne provided secured loans in May 2023, Aug 2023 and Aug 2024 at 10 % interest, maturing 31 Aug 2026, plus received equity warrants.

What are the terms of Lucerne’s warrants in ADSE?

Warrants allow purchase of common shares at $3.00 (exp. 31 Aug 2025) and $6.20 (exp. 26 Aug 2026); some are already exercisable.

Could Lucerne increase its ownership in ADS-TEC Energy?

Yes. The filing states Lucerne may buy additional shares or derivatives, or conversely may sell, depending on market conditions.

Does the filing mention any intention to seek board seats at ADSE?

No explicit board nomination is disclosed, but the 13D language allows engagement on board composition and corporate strategy.