Correspondence 0001213900-25-019435 from Ads-Tec Energy Public Ltd Co (ADSE)
Ads-Tec Energy Public Ltd Co
Date: March 3, 2025 · CIK: 0001879248 · Accession: 0001213900-25-019435
AI Filing Summary & Sentiment
File numbers found in text: 333-284850
Letter
Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
March 3, 2025
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
Registration Statement on Form F-3
Filed February 12, 2205
File No. 333-284850
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 February 26, 2025 (the “Comment Letter”) to the above-referenced Registration Statement on Form F-3 filed with the Commission by the Company on February 12, 2025 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this letter, has filed with the Commission an amendment to the Registration Statement, which reflects these revisions (“Amendment No. 1”).
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 or a statement identifying the location in Amendment No. 1 of the requested disclosure or revised disclosure. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1.
Registration Statement on Form F-3 filed February 12, 2025
Selling Securityholders, page 14
1. We note that several of the selling securityholders are not natural persons. Please disclose any material relationships between the registrant and the selling securityholder entity, as required by Item 507 of Regulation S-K. In addition, please revise to disclose the Item 507 information about any persons (entities or natural persons) who have control over the selling entity and who have had a material relationship with the registrant or any of its predecessors or affiliates within the past three years. In such case, your disclosure must identify each such person and describe the nature of any relationships. See Question 140.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Regulation S-K.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 13 and 14 of the Registration Statement.
Please contact me at +49 7022 2522 1480 if I can be of further assistance.
Very truly yours,
Ads-Tec Energy Public Limited Company
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Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
March 3, 2025
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
Registration Statement on Form F-3
Filed February 12, 2205
File No. 333-284850
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 February
26, 2025 (the “Comment Letter”) to the above-referenced Registration Statement on Form F-3 filed with the Commission
by the Company on February 12, 2025 (the “Registration Statement”). The Company has also revised the Registration Statement
in response to the Staff’s comments and, concurrently with delivery of this letter, has filed with the Commission an amendment to
the Registration Statement, which reflects these revisions (“Amendment No. 1”).
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 or a statement identifying the location in Amendment No. 1 of the requested disclosure or revised
disclosure. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1.
Registration Statement on Form F-3 filed February 12, 2025
Selling Securityholders, page 14
1.
We note that several of the selling securityholders are not natural persons. Please disclose any material relationships between the registrant and the selling securityholder entity, as required by Item 507 of Regulation S-K. In addition, please revise to disclose the Item 507 information about any persons (entities or natural persons) who have control over the selling entity and who have had a material relationship with the registrant or any of its predecessors or affiliates within the past three years. In such case, your disclosure must identify each such person and describe the nature of any relationships. See Question 140.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Regulation S-K.
Response: In response to the Staff’s
comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 13 and 14 of the Registration Statement.
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/ Stefan Berndt-von Buelow
Name:
Stefan Berndt-von Buelow
Title:
Chief Financial Officer
cc: Michael S. Lee, Reed Smith LLP