ADSEW · ADS-TEC Energy PLC

ADS-TEC Energy PLC filed a Form 6-K on May 12, 2026, disclosing several material events related to its warrant and equity financing activities. On April 9, 2026, the company issued a Warrant Adjustment Notice to Lucerne Capital Master Fund L.P., reducing the exercise price of outstanding warrants from $6.20 to $1.00 per share and adjusting the number of warrant shares issuable to a total of 5,172,045 shares across six warrant certificates. This adjustment significantly lowered the conversion price, making exercise more attractive. Subsequently, on April 10, 2026, Lucerne Capital Master Fund exercised warrants for 5,105,379 shares, paying $5,105,379 in cash. On April 15, 2026, Lucerne Capital Special Opportunity Fund exercised warrants for 66,666 shares, paying $66,666. These exercises raised approximately $5.17 million in total. Additionally, the company entered into two subscription agreements (Exhibits 10.4 and 10.5) allowing subscribers to purchase up to an unspecified maximum number of ordinary shares at $1.00 per share until December 31, 2029, under exemptions from registration. A registration rights agreement (Exhibit 10.6) was also filed to register the resale of subscription shares after the filing of the 2025 Form 20-F. Finally, on May 8, 2026, the company entered into a Securities Cancellation Agreement with Lucerne Capital Master Fund to cancel warrants acquired from AIMF SPV, AEMF SPV, and AOMF SPV (covering 1,827,284 ordinary shares at $10.31 per share) for a total cash payment of $12,556,857.89, representing the purchase price plus closing costs. This cancellation eliminates potential dilution from those warrants. Collectively, these actions reflect a significant restructuring of the company's equity-linked obligations, reducing exercise prices, raising immediate cash, and removing overhang from higher-priced warrants.