SecProbe.io

CORRESP
1
filename1.htm

Ads-Tec Energy Public Limited Company

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

September 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:  Division
of Corporation Finance

                                                                                                                       Office of Manufacturing

    Re:

    Ads-Tec Energy Public Limited Company

    Form 20-F for the Fiscal Year Ended December 31, 2023

    Filed April 30, 2024

    Form 6-K Furnished May 14, 2024

    File No. 001-41188

Ladies and Gentlemen:

On behalf of Ads-Tec Energy
Public Limited Company (the “Company”), I am pleased to submit this letter in response to the written comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received
on September 3, 2024 (the “Comment Letter”) to the above-referenced Annual Report on Form 20-F filed with the
Commission by the Company on April 30, 2024 (the “20-F”) and the Current Report on Form 6-K furnished to the Commission
by the Company on May 14, 2024 (the “6-K”).

To assist your review, set
forth below in bold are the comments of the Staff contained in the Comment Letter. Immediately below each reproduced comment is the response
of the Company with respect thereto.

Form 6-K Furnished May 14, 2024

Exhibit 99.1, page 1

 1. We note that you present a
non-IFRS financial measure, adjusted EBITDA, without presenting the most directly comparable IFRS measure. Please revise your disclosures
accordingly to present the most directly comparable IFRS measure and include a reconciliation pursuant to Item 100(a)(1)-(2) of Regulation
G.

Response: The Company acknowledges the
Staff’s comment and will prospectively present the most directly comparable IFRS measure to adjusted EBITDA and include a reconciliation
of adjusted EBITDA to such IFRS measure pursuant to Item 100(a)(1)-(2) of Regulation G in its future filings with the Commission, to the
extent applicable.

Set forth within Appendix A (Reconciliation of
GAAP to Non-GAAP Financial Measures) for the Staff’s consideration is an example of how the Company presented this information in
a recent earnings release in response to this Comment 1, which disclosure appears on page 6 of Exhibit 99.1 of the Company’s Report on
Form 6-K filed with the Commission on September 13, 2024.

 2. We note that your reconciliation
of proforma adjusted EBITDA to net loss in the February 2024 investor presentation includes adjustments related to provision for onerous
contracts, write-down on inventories, and reclassification of R&D funding. As these costs appear to be normal recurring operating
expenses, please remove these adjustments. Refer to Question 100.01 of the SEC Staff’s C&DI on Non-GAAP Financial Measures.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that the Company (i) has considered Question 100.01 of the SEC Staff’s
C&DI on Non-GAAP Financial Measures and (ii) believes that the adjustments related to provisions for onerous contracts, write-down
on inventories, and reclassification of R&D funding are not normal recurring operating expenses. Rather, these adjustments are pursuant
to events outside the ordinary course of business, as described in more detail below.

 a. Onerous Contract (Notes to Financial Statements FY 24 4.1.4 and 4.2.11)

Our disclosure stated that, “In
the financial year 2023, ADSE recognized a provision for an onerous contract in the amount of kEUR 10,973. This provision relates to contract
under which the fixed purchase obligation for inventories exceeds the expected income from the sale of corresponding products.”

We began discussions for this long-term
materials purchase contract in November 2021 before executing the agreement in August 2022 (the “Purchase Agreement”). On
April 12, 2024, we reached a final settlement agreement with the supplier/customer. However, ADSE revenues for ChargeBoxes did not develop
as expected when discussions began. In FY 2023, revenues were €16.7 million in Germany and €4.0 million in the United States.
In the six months ended June 30, 2024, revenues were €560,000 in Germany and €1.18 million in the United States.

Given the drawn-out nature of entering into
the Purchase Agreement and our obligations required under the settlement agreement, combined with lowered demand forecasts for ChargeBox,
we classified this agreement as a non-recurring operating expense.

 b. Write Down Inventory

In connection with the Purchase Agreement,
we ordered materials to build complete ChargeBox systems pursuant to the terms therein. Inventory related to ChargeBox stayed level or
grew, while ChargeBox sales declined.

Our decision to buy materials for ChargeBox
in larger quantities pursuant to the Purchase Agreement would not be made given current demand forecasts. Since we launched ChargePost
in 2022, which is now our best-selling product, it has become clear that customers prefer ChargePost over ChargeBox. As such, we classified
the inventory related to the materials purchased under the Purchase Agreement as a non-recurring operating expense.

 c. R&D Funding

The classification of R&D Funding
as a non-recurring operating expense is a one-off effect that we do not expect to occur in future filings. Development project costs were
capitalized (2021-2023) without deducting expected public funding amounts before capitalizing.

     2

 3. We note your disclosure that
you anticipate 2024 full-year revenues to exceed EUR 200 million and positive EBITDA for 2024. Tell us your consideration for providing
similar context for profitability on an IFRS-IASB basis. If the GAAP financial measure is not accessible on a forward-looking basis,
you are required to disclose that fact and provide reconciling information that is available without an unreasonable effort. Please revise
your disclosure in future press releases to comply with Rule 100(a) of Regulation G.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Company considered providing similar context for profitability on an IFRS-IASB
basis but such IFRS measure was not accessible on a forward-looking basis because uncertainty regarding, and the potential variability
of, reconciling items including but not limited to stock-based compensation expense, foreign currency loss or gain, financial instruments
related expenses and inventory valuation losses. The Company will revise the disclosure in future press releases to comply with Rule 100(a)
of Regulation G.

Set forth below for the Staff’s consideration is an illustrative example
of how the statement that the Company plans to include in future earnings releases and filings in response to this Comment 3.

“We have not provided the forward-looking
IFRS equivalents for the forward-looking non-IFRS financial measures EBITDA and Adjusted EBITDA or an IFRS reconciliation as a result
of the uncertainty regarding, and the potential variability of, reconciling items including but not limited to stock-based compensation
expense, foreign currency loss or gain, financial instruments related expenses and inventory valuation losses. Accordingly, a reconciliation
of these non-IFRS guidance metrics to their corresponding IFRS equivalents is not available without unreasonable effort. However, it is
important to note that material changes to reconciling items could have a significant effect on future IFRS results and, as such, we also
believe that any reconciliations provided would imply a degree of precision that could be confusing or misleading to investors.”

Form 20-F for the Fiscal Year Ended December 31, 2023

Item 5. Operating and Financial Review and Prospects

Results of Operations, page 48

 4. Where you identify intermediate
causes of changes in your operating results, please also describe in sufficient detail the reasons underlying the intermediate causes
in future filings. As an example, you disclose on page 49 that total revenue increased from the year ended December 31, 2022 to December
31, 2023 primarily due to the extension of your business, and the increase relates to higher sales of the product ChargePost in Europe;
however, you do not explain in reasonable detail the reasons driving the increase in sales of the product. Refer to Item 5.A.1 of Form
20-F.

Response: The Company respectfully acknowledges
the Staff’s comment and will prospectively describe in further detail the reasons underlying the intermediate causes of changes
in compliance with Item 5.A.1 of Form 20-F in its future filings with the Commission, to the extent applicable.

Set forth within Appendix B (Results of Operations
– Revenue) for the Staff’s consideration is an illustrative example of how the Company plans to present this information in
future filings in response to this Comment 4, as applied to the disclosures appearing on page 49 of the 20-F (with proposed new text bold
and underlined).

     3

Notes to consolidated financial statements

4.2.5. Inventories, page F-42

 5. Please tell us and expand your
disclosures in future filings to provide additional insight for the increase in inventory write-downs in 2023. Additionally, expand your
critical accounting policy disclosures to identify the material assumptions you used in determining the inventory write-downs, including
more details of how you develop certain assumptions, such as forecasted usage and sales. Refer to Item 5.E of Form 20-F.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the increase in inventory write-downs in 2023 is a result of slow-moving, excess
and obsolete inventories that are generally recognized on the basis of the Company’s forecast of product demand and production requirements
or on the basis of historical consumption values.

Set forth within Appendix C (Part I: Statements
of Financial Position – Inventories) for the Staff’s consideration is an illustrative example of how the Company plans to
present additional insight for the increase in inventory write-downs in future filings in response to this Comment 5, as applied to the
disclosures appearing on page F-42 of the 20-F (with proposed new text bold and underlined). Further set forth within Appendix C (Part
II: Accounting Estimates and Management Judgements) for the Staff’s consideration is an illustrative example of how the Company
plans to expand its critical accounting policy disclosures to include additional clarity on the material assumption used and how such
assumptions are developed, as applied to disclosures appearing on page F-14 of the 20-F (with proposed new text bold and underlined).

6. Related party transactions, page F-64

 6. We note your disclosures of
related party transactions on page F-64. Please revise future filings to separately quantify your related party transactions on the face
of your financial statements. Refer to Rule 4-08(k) of Regulation S-X.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that due to the Company’s status as an IFRS reporter, the requirements
of Rule 4-08(k) of Regulation S-X are not applicable to the Company pursuant to the interpretive guidance included in FRM 6320.6. The
Company respectfully notes it has provided comprehensive quantitative and qualitative disclosures regarding its related party transactions
under “Item 7. Major Shareholders and Related Party Transaction” beginning on page 67 of the 20-F, and under “Note
6 – Related party transaction” beginning on page F-64 of the Financial Statement to the 20-F.

Please contact me at +49 7022 2522 1480
if I can be of further assistance.

    Very truly yours,

    Ads-Tec Energy Public Limited Company

    By:
     /s/ Wolfgang Breme

    Name:
    Wolfgang Breme

    Title:
    Chief Financial Officer

    cc:
    Lynwood E. Reinhardt, Reed Smith LLP

    Michael S. Lee, Reed Smith LLP

     4

Appendix A

Ads-Tec Energy Public Limited Company

RECONCILIATION OF IFRS TO NON-IFRS FINANCIAL MEASURES

Adjusted EBITDA:

    kEUR
    June 30,
 2024
    June 30,
 2023

    Result for the period
      -45,159
      -28,793

    Depreciation
      3,561
      2,417

    Net finance result
      39,413
      10,800

    Income tax benefits (expenses)
      786
      -1,998

    EBITDA
      -1,399
      -17,574

    Adjustments:

    Stock-based compensation
      2,003
      529

    Provision onerous contracts
      -
      -

    Write-down on inventories
      2,969
      2,699

    Reclassification R&D Funding
      -
      -

    Adjusted EBITDA
      3,573
      -14,346

     5

Appendix B

Ads-Tec Energy Public Limited Company

Results
of Operations – Revenue

Revenue

The following table summarizes
the changes in revenue from the twelve months ended December 31, 2022 to 2023.

    Year Ended December 31

    In kEUR
    2023
    2022
    Change
    Change (%)

    Charging
      89,323
      19,506
      69,817
      358 %

    Commercial & Industry
      15,788
      4,463
      11,325
      254 %

    Residential
      41
      287
      (246 )
      (86 )%

    Service
      2,004
      1,774
      230
      13 %

    Other
      227
      400
      (173 )
      (43 )%

    Total
      107,384
      26,430
      80,954
      306 %

The following table summarizes
the changes in revenue from the twelve months ended December 31, 2022 to 2023 based on geography.

    Year Ended December 31

    In kEUR
    2023
    2022
    Change
    Change (%)

    Europe
      102,413
      25,699
      76,714
      299 %

    North America
      4,971
      731
      4,240
      580 %

    Total
      107,384
      26,430
      80,954
      306 %

Total revenue increased by EUR 81.0 million or
306 %, from the year ended December 31, 2022 to December 31, 2023, primarily due to the extension of the company’s business.
The increase relates to higher sales of the product ChargePost in Europe, driven primarily by an expansion of our customer base
and increased sales of electric vehicles, creating growing energy demand for EV charging.

The Company generated 36%
and 31% of total revenue from one customer for the fiscal year ended December 31, 2023 and 2022, respectively and 9% and 27% from another
customer for the fiscal year ended December 31, 2023 and 2022, respectively. In addition, the company generated 14% of total revenue with
an additional customer for the fiscal year ended December 31, 2023.

     6

Appendix C

Ads-Tec Energy Public Limited Company

Statements
of Financial Position – Inventories

Part I
(Statements of Financial Position – Inventories):

Inventories include the following:

    kEUR
    Dec. 31,
 2023
    Dec. 31,
 2022

    Finished goods
      15,010
      16,804

    Trading goods
      -
      1,474

    Work in progress
      7,003
      3,912

    Raw materials
      30,995
      36,766

    Total
      53,008
      58,956

    kEUR
    Dec. 31,
 2023
    Dec. 31,
 2022

    Write-downs finished goods
      -1,700
      -206

    Write-downs work in progress
      -626
      -502

    Write-downs raw materials
      -11,563
      -5,111

    Total
      -13,889
      -5,819

During the financial year 2023, ADSE recognized
write-downs of inventories in an amount of kEUR 8,093 (2022: kEUR -78, 2021: kEUR 1,834) as an expense in the cost of sales
in the statement of profit or loss.

Part II
(Accounting ESTIMATES and Management Judgements):

Increase in 2023 is due to one-off effects,
see also explanation for adjusted EBITDA – Inventory write-offs.

Notes part 2. Accounting estimates and
management judgments

Inventories (note 4.2.5)

Management estimates the net realizable values of inventories. As
part of this process, assumptions must be made regarding excess and / or obsolete materials. Estimates must be made regarding the foreca