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 ADS-TEC ENERGY PLC

 10 Earlsfort Terrace

 Dublin 2, D02 T380, Ireland

 March 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Eranga Dias

 Geoffrey Kruczek

 Re:
 ADS-TEC ENERGY PLC

 Registration Statement on Form F-3

 File No. 333-284850

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland, hereby respectfully requests that the effective date
of the above-captioned registration statement on Form F-3 (the " Registration Statement ") be accelerated so that the
Registration Statement will become effective at 4:00 p.m., Eastern Time, on March 26, 2025, or as soon as practicable thereafter.

 Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

 Sincerely,

 By:
 /s/ Stefan Berndt-von Buelow

 Name:
 Stefan Berndt-von Buelow

 Title:
 Chief Financial Officer

 cc:
 Michael S. Lee, Lynwood Reinhardt, Reed Smith LLP

 Connor Manning, Arthur Cox LLP

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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

February 26, 2025
Thomas Speidel
Chief Executive Officer
Ads-Tec Energy Public Ltd Co
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Ads-Tec Energy Public Ltd Co
Registration Statement on Form F-3
Filed February 12, 2025
File No. 333-284850
Dear Thomas Speidel:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
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.
            We remind you that the company and its management are responsible for the accuracy

February 26, 2025
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eranga Dias at 202-551-8107 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Michael Lee

November 25, 2024
Wolfgang Breme
Chief Financial Officer
Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Ads-Tec Energy Public Limited Company
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-41188
Dear Wolfgang Breme:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Ads-Tec Energy Public Limited Company

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

November 22, 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

    Response Letter Dated October 15, 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 November 19, 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 and the Response Letter dated October 15, 2024.

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.

Response Letter Dated October 15, 2024

Company Response to Staff Comment 1, page 1

    1.
    We note your response to prior comment 1. Please remove the adjustments for provision for an onerous contract and write-down on inventories from your non-IFRS measures as such amounts appear to be normal, recurring operating expenses necessary to operate your business per Question 100.01 of the SEC Staff’s C&DI on Non-GAAP Financial Measures.

Response: The Company respectfully acknowledges
the Staff’s comment and appreciates the Staff’s continued attention to this matter. After further consideration, the Company
advises the Staff that, in future filings, the Company will no longer include adjustments for provision for an onerous contract and write-down
on inventories in the Company’s non-IFRS measures.

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:
    Lynwood E. Reinhardt, Reed Smith LLP

    Michael S. Lee, Reed Smith LLP

November 19, 2024
Wolfgang Breme
Chief Financial Officer
Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Ads-Tec Energy Public Limited Company
Form 20-F for the Fiscal Year Ended December 31, 2023
Response Letter Dated October 15, 2024
File No. 001-41188
Dear Wolfgang Breme:
            We have reviewed your October 15, 2024 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 30, 2024 letter.
Response Letter Dated October 15, 2024
Company Response to Staff Comment 1, page 1
1.We note your response to prior comment 1. Please remove the adjustments for
provision for an onerous contract and write-down on inventories from your non-IFRS
measures as such amounts appear to be normal, recurring operating expenses
necessary to operate your business per Question 100.01 of the SEC Staff’s C&DI on
Non-GAAP Financial Measures.
            Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at 202-551-3777
if you have questions regarding comments on the financial statements and related matters.
Sincerely,

November 19, 2024
Page 2
Division of Corporation Finance
Office of Manufacturing

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Ads-Tec Energy Public Limited
Company

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

October 15, 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

    Form 6-K Furnished May 14, 2024

    Response Letter Dated September 25, 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 30, 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 your response to prior comment 2. We continue to believe the non-IFRS measure adjustments of provision for an onerous contract, write-down on inventories, and reclassification of R&D funding are inappropriate as they appear to be normal operating expenses necessary to operate your business. Please revise your presentation to remove these adjustments in future filings. Refer to Question 100.01 of the SEC Staff’s C&DI on Non-GAAP Financial Measures.

Response: The Company
respectfully acknowledges the Staff’s comment and advises that it considered the guidance set forth in Question 100.01 in the SEC
Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. With regard to the reclassification of R&D
funding, the Company respectfully advises the Staff that after careful consideration the Company will remove the non-IFRS adjustments
for reclassifications of R&D funding in future filings.

With regard
to adjustments of provisions for an onerous contract and write-down on inventories, the Company continues to believe that these adjustments
are not normal operating expenses necessary to operate our business. In determining that these adjustments were appropriate, the Company
used careful judgement based on internal discussions and analysis that it uses for all non-GAAP financial presentations. The Company uses
Question 100.01, along with other relevant rules, regulations and Staff guidance relating to the presentation of non-GAAP financial measures,
to determine whether an adjustment is appropriate. As a general matter, we do not include adjustments for routine inventory write-offs
and onerous contracts in our non-GAAP financial measures, nor do we plan to do so in the future.

The Company
defines its adjustment for provision for an onerous contract and write-down on inventories as costs that are not normal, recurring expenses
but discrete non-recurring items caused by specific circumstances that occurred in 2021.

The following
information is provided to the Staff in response to this comment. Furthermore, the Company will include greater disclosure in future filings
to enhance investors’ understanding of the discrete, non-recurring nature of inventory write-downs or expenses for onerous contracts
that may give rise to further adjustments.

In fiscal
year 2021, we contracted with one of our strategic suppliers (the “Strategic Supplier”) and certain other suppliers
to supply key components required for the manufacture of our ChargeBox product (“CBX”), which we launched in 2020 and
began to sell internationally in the U.S. in 2021. Due to the extremely long lead times for delivery of such components and related supply
disruption/shortage concerns as a result of the COVID-19 pandemic, coupled with the Strategic Supplier’s announcement that it would
discontinue sales of certain key components, we placed one last order with the Strategic Supplier that would be sufficient to manufacture
approximately 700 CBX units, which order was delivered to us in June 2023, and similar orders with suppliers for other CBX components.

The supply
agreements that we entered into in 2021, which are the source of the inventory write-downs and onerous contract expenses, were unique
given their size. The number of components supplied under these agreements are significantly larger than any of the supply contracts that
we entered into either before or after 2021, and our decision to enter into these agreements were the result of the unique circumstances
that we encountered in 2021 as described above. These unique circumstances resulted in 2023 write-downs that were much larger than the
Company has ever recorded. Additionally, these circumstances resulted in the Company recording an adjustment of provision for an onerous
contract for the first time. We note that the inventory write-off and onerous contract adjustments related to the Company’s legacy
CBX product and the unique components thereof and are unrelated to the Company’s main products on a go forward basis. As such, we
respectfully submit that the inventory write-off and onerous contract adjustments are appropriate and helpful to investors in understanding
the results of operations of the Company under its current business model without the impact of supplier agreements entered into during
the COVID-19 pandemic with respect to its legacy product.

Despite
efforts to renegotiate our agreements with suppliers due to decreased demand for our CBX product, which was due in part to the success
of our ChargePost product, we ultimately accepted delivery in 2024 of the remaining inventory under the 2021 supply agreements, which
inventory we ultimately determined was obsolete and wrote off.

Given that
the onerous contract provision and the write-off of related inventory arose from a select few contracts that we entered into in 2021 during
the course of a product launch and at a time when we encountered unique supply chain disruptions as a result of the COVID-19 pandemic,
which supply issues were further exacerbated by the prospect of a key supplier discontinuing its supply of a required component for our
CBX product, the Company continues to believe that these non-IFRS measure adjustments are non-recurring.

Please contact me at +353 1 920 1000 if I can further assist your review of the 20-F or 6-K.

    Very truly yours,

    Ads-Tec Energy Public Limited Company

    By:
    /s/ Stefan Berndt-von Bülow

    Name:
    Stefan Berndt-von Bülow

    Title:
    Chief Financial Officer

    cc:
    Lynwood E. Reinhardt, Reed Smith LLP

    Michael S. Lee, Reed Smith LLP

September 30, 2024
Wolfgang Breme
Chief Financial Officer
Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Ads-Tec Energy Public Limited Company
Form 20-F for the Fiscal Year Ended December 31, 2023
Form 6-K Furnished May 14, 2024
Response Letter Dated September 25, 2024
File No. 001-41188
Dear Wolfgang Breme:
            We have reviewed your September 25, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our September 3,
2024 letter.

September 30, 2024
Page 2
Response Letter Dated September 25, 2024
Form 6-K Furnished May 14, 2024
Exhibit 99.1, page 1
1.We note your response to prior comment 2. We continue to believe the non-IFRS
measure adjustments of provision for an onerous contract, write-down on inventories, and
reclassification of R&D funding are inappropriate as they appear to be normal operating
expenses necessary to operate your business. Please revise your presentation to remove
these adjustments in future filings. Refer to Question 100.01 of the SEC Staff’s C&DI on
Non-GAAP Financial Measures.
            Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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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

September 3, 2024
Wolfgang Breme
Chief Financial Officer
Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
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
Dear Wolfgang Breme:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
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.
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 3.

September 3, 2024
Page 2
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 you
disclosure in future press releases to comply with Rule 100(a) of Regulation G.
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.
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.
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.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at 202-551-3777 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 5, 2024
Thomas Speidel
Chief Executive Officer
Ads-Tec Energy Public Ltd Co
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Ads-Tec Energy Public Ltd Co
Registration Statement on Form F-3
Filed January 31, 2024
File No. 333-276788
Dear Thomas Speidel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

ADS-TEC ENERGY PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

February 5, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Erin Parnell

    Re:
    ADS-TEC ENERGY PLC

    Registration Statement on Form F-3

    File No. 333-276788

Dear Ms. Parnell:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland, hereby respectfully requests that the effective date
of the above-captioned registration statement on Form F-3 (the “Registration Statement”) be accelerated so that the
Registration Statement will become effective at 4:00 p.m., Eastern Time, on February 7, 2024, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ Wolfgang Breme

    Name:
    Wolfgang Breme

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Lynwood Reinhardt, Reed Smith LLP

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

ADS-TEC ENERGY PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

January 31, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Gregory Herbers

    Re:
    ADS-TEC ENERGY PLC

    Registration Statement on Form F-1

    File No. 333-262281

Dear Mr. Herbers:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, ADS-TEC ENERGY PLC, a public limited company incorporated in Ireland, hereby respectfully requests that the effective
date of the above-captioned registration statement on Form F-1 (the “Registration Statement”) be accelerated so that
the Registration Statement will become effective at 4:00 p.m., Eastern Time, on February 2, 2022, or as soon as practicable thereafter.

Please contact Michael S. Lee
(michael.lee@reedsmith.com / telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration
has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ Robert Vogt

    Name:
    Robert Vogt

    Title:
    Principal Financial and Accounting Officer

    cc:
    Michael S. Lee, Lynwood Reinhardt, Reed Smith LLP

    Connor Manning, Arthur Cox LLP

    Mark McElreath, Stuart C. Rogers, Edward Tanenbaum, Alston & Bird
    LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
January 28, 2022
Robert Vogt
Chief Financial Officer
Ads-Tec Energy Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Ads-Tec Energy Public Limited Company
Registration Statement on Form F-1
Filed January 21, 2022
File No. 333-262281
Dear Mr. Vogt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael Lee

CORRESP
1
filename1.htm

ADS-TEC ENERGY PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

December 3, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ADS-TEC ENERGY PLC

    Registration Statement on Form F-4

    File No. 333-260312

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, ADS-TEC ENERGY
PLC, a public limited company incorporated in Ireland (the “Registrant”), hereby respectfully requests that the effective date of the
above-captioned Registration Statement on Form F-4, as amended (the “Registration Statement”), be accelerated so
that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on December 7, 2021, or as soon as practicable
thereafter.

The Registrant hereby authorizes Michael S.
Lee, Esq. of Reed Smith LLP, attorney for the Registrant, to orally modify or withdraw this request for acceleration.

Please contact Michael S. Lee
(michael.lee@reedsmith.com / telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify him when
this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ Pieter Taselaar

    Name:
    Pieter Taselaar

    Title:
    Director

    cc:
    Michael S. Lee, Lynwood Reinhardt, Reed Smith LLP

    Connor Manning, Arthur Cox LLP

    Mark McElreath, Stuart C. Rogers, Edward Tanenbaum, Alston & Bird
    LLP

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

ADS-TEC
ENERGY PLC

10
Earlsfort Terrace

Dublin
2, D02 T380

Ireland

VIA
EDGAR

November
26, 2021

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 20549

Attn:
Geoff Kruczek

    Re:
    ADS-TEC
    ENERGY PLC

    Amendment
    No. 1 to Registration Statement on Form F-4

    Filed
    November 10, 2021

    File
    No. 333-260312

Dear
Mr. Kruczek:

ADS-TEC
ENERGY PLC, a public limited company incorporated in Ireland (the “Company,” “we,” “our”
or “us”), hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) dated November 16, 2021, regarding the Amendment
No. 1 to the Company’s Registration Statement on Form F-4 filed with the Commission on November 10, 2021 (the “Registration
Statement”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have
followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are publicly filing Amendment
No. 2 to the Company’s Registration Statement with the Commission through EDGAR.

Amendment
No. 1 to Registration Statement on Form F-4 filed November 10, 2021

Exhibits

    1.
    Exhibits
99.2-99.6 refer to an incorrect form type. Please file revised exhibits that refer to Form F-4.

The
Company has revised Exhibits 99.2-99.6 to address the Staff’s comment.

We
thank the Staff for its review of the foregoing and Registration Statement. If you have further comments, please feel free to contact
to our counsel, Michael S. Lee, at michael.lee@reedsmith.com or by telephone at (212) 549-0358.

    Sincerely,

    /s/
    Pieter Taselaar

    Pieter
    Taselaar

    Director

    ADS-TEC
    ENERGY PLC

cc:

Ari
Edelman, Michael S. Lee, Lynwood Reinhardt, Reed Smith LLP

Connor
Manning, Arthur Cox LLP

Mark
McElreath, Stuart C. Rogers, Edward Tanenbaum, Alston & Bird LLP

United States securities and exchange commission logo
November 16, 2021
Pietar Taselaar
Director
Ads-Tec Energy Public Ltd Co
10 Earlsfort Terrace
Dublin 2, D02 T380
Ireland
Re:Ads-Tec Energy Public Ltd Co
Amendment No. 1 to Registration Statement on Form F-4
Filed November 10, 2021
File No. 333-260312
Dear Mr. Taselaar:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-4 filed November 10, 2021
Exhibits
1.Exhibits 99.2-99.6 refer to an incorrect form type.  Please file revised exhibits that refer to
Form F-4.
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Anne Parker, Office Chief, at (202)
551-3641 with any other questions.

 FirstName LastNamePietar Taselaar
 Comapany NameAds-Tec Energy Public Ltd Co
 November 16, 2021 Page 2
 FirstName LastName
Pietar Taselaar
Ads-Tec Energy Public Ltd Co
November 16, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael S. Lee

CORRESP
1
filename1.htm

 ADS-TEC ENERGY PLC

10 Earlsfort Terrace

Dublin 2, D02 T380

Ireland

VIA EDGAR

November 10, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Geoff Kruczek

    Re:
    ADS-TEC ENERGY PLC

    Registration Statement on Form F-4

    Filed October 18, 2021

    File No. 333-260312

Dear Mr. Kruczek:

ADS-TEC ENERGY PLC, a public limited company incorporated
in Ireland (the “Company,” “we,” “our” or “us”), hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) dated November 1, 2021, regarding the Company’s Registration Statement
on Form F-4 filed with the Commission on October 18, 2021 (the “Registration Statement”). For the Staff’s convenience,
we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently
with the transmission of this letter, we are filing Amendment No. 1 to the Company’s Registration Statement with the Commission
through EDGAR (the “Amended Registration Statement”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. All page references in the responses set forth below refer to page numbers in the
Amended Registration Statement.

Registration Statement on Form F-4

Index to the Financial Statements, page F-1

    1.
    We note the revisions made on page 22 in response to prior comment 19 regarding the presentation of Parent financial statements. Please expand your disclosure to state whether the Parent has no or nominal assets or liabilities.

The Company has revised the disclosure on
page 23 of the Amended Registration Statement to address the Staff’s comment.

General

    2.
    We note your revisions on page 11 in response to prior comment 34. Please quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

The Company has revised the disclosure on
page 12 of the Amended Registration Statement to address the Staff’s comment.

    3.
    The tables you added on pages 84-86 in response to prior comment 31 appear to show only how the percentage ownership would changes under different redemption scenarios. Please revise show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders.

The Company has revised the disclosure on
pages 13 and 86 of the Amended Registration Statement to address the Staff’s comment.

We thank the Staff for its review of the foregoing
and Registration Statement. If you have further comments, please feel free to contact to our counsel, Michael S. Lee, at michael.lee@reedsmith.com
or by telephone at (212) 549-0358.

    Sincerely,

    /s/ Pieter Taselaar

    Pieter Taselaar

    Director

    ADS-TEC ENERGY PLC

cc:

    Ari Edelman, Michael S. Lee, Lynwood Reinhardt, Reed Smith LLP

    Connor Manning, Arthur Cox LLP

    Mark McElreath, Stuart C. Rogers, Edward Tanenbaum, Alston & Bird LLP

United States securities and exchange commission logo
November 1, 2021
Pietar Taselaar
Director
Ads-Tec Energy Public Ltd Co
10 Earlsfort Terrace
Dublin 2, D02 T380
Ireland
Re:Ads-Tec Energy Public Ltd Co
Registration Statement on Form F-4
Filed October 18, 2021
File No. 333-260312
Dear Mr. Taselaar:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Index to the Financial Statements, page F-1
1.We note the revisions made on page 22 in response to prior comment 19 regarding the
presentation of Parent financial statements.  Please expand your disclosure to state
whether the Parent has no or nominal assets or liabilities.

General
2.We note your revisions on page 11 in response to prior comment 34.  Please quantify the
value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.

 FirstName LastNamePietar Taselaar
 Comapany NameAds-Tec Energy Public Ltd Co
 November 1, 2021 Page 2
 FirstName LastName
Pietar Taselaar
Ads-Tec Energy Public Ltd Co
November 1, 2021
Page 2
3.The tables you added on pages 84-86 in response to prior comment 31 appear to show
only how the percentage ownership would changes under different redemption scenarios.
Please revise show the potential impact of redemptions on the per share value of the
shares owned by non-redeeming shareholders.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Anne Parker, Office Chief, at (202)
551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael S. Lee

CORRESP
1
filename1.htm

ADS-TEC ENERGY PLC

10 Earlsfort Terrace

Dublin 2, D02 T380

Ireland

VIA EDGAR

October 18, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Geoff Kruczek

    Re:

    ADS-TEC ENERGY PLC

    Confidential Draft Registration Statement on
    Form F-4

    Filed September 7, 2021

    CIK No. 0001879248

Dear Mr. Kruczek:

ADS-TEC ENERGY PLC, a public limited company incorporated
in Ireland (the “Company,” “we,” “our” or “us”), hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) dated October 4, 2021, regarding the Company’s Draft Registration Statement
on Form F-4 confidentially submitted to the Commission on September 7, 2021 (the “DRS”). For the Staff’s convenience,
we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently
with the transmission of this letter, we are publicly filing the Company’s Registration Statement on Form F-4 with the Commission
through EDGAR (the “Registration Statement”), which reflects the Company’s responses to the comments received
by the Staff and certain updated information. All page references in the responses set forth below refer to page numbers in the Registration
Statement.

Draft Registration Statement on Form F-4

Dissenter’s Rights, page 23

 1. Please clarify if Dissenter’s rights are available.

The Company has revised the disclosure
on pages 12, 27, 80 and 213 of the Registration Statement to address the Staff’s comment.

Interests of EUSGs Directors, Officers, and Others in the Transactions,
page 24

 2. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends
on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses
for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors,
if material. Please also disclose affiliate participation in the PIPE, as indicated by the disclosure on page 187 and quantify the amounts
Raymond James may receive for the services it provided in all capacities.

The Company has revised the disclosure
on pages 27-29, 46-48 and 100-102 of the Registration Statement to address the Staff’s comment.

 3. Please highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to
complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

The Company has revised the disclosure
on pages 27-29, 46-48 and 100-102 of the Registration Statement to address the Staff’s comment.

 4. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders
experience a negative rate of return in the post-business combination company.

The Company has revised the disclosure
on pages 27-29, 46-48 and 100-102 of the Registration Statement to address the Staff’s comment.

Risk Factors, page 35

 5. Disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten
offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any
material misstatements or omissions in a registration statement.

The Company has revised the disclosure
on pages 44 of the Registration Statement to address the Staff’s comment.

The jurisdiction and choice of law clauses . . .,, page 48

 6. Please tell us whether the disclosure in this risk factor relates to Exhibit 4.6 or 4.7. We note, in this regard, that Section
9.3 of Exhibit 4.6 appears to be inconsistent with the disclosure here insofar as claims arising under the Securities Act are concerned.

The disclosure in this risk factor relates
to the Amended and Restated Warrant Agreement filed as Exhibit 4.7 to the Registration Statement, but Section 9.3 of Exhibit 4.6 is identical
to the corresponding provision set forth in Section 10.3 of Exhibit 4.7. We have revised the disclosure on page 55 of the Registration
Statement to be consistent with Exhibits 4.6 and 4.7.

    2

Certain Unaudited ADSE Projected Financial Information, page 87

 7. Please revise to clarify the material assumptions underlying the projected financial information included in the document, quantifying
to the extent possible. Explain how each assumption relates to the projected information, such as how the “customer pipeline”
relates to revenue growth.

The Company has revised the disclosure
on pages 97-99 of the Registration Statement to address the Staff’s comment.

 8. Please revise to explain how the projected growth rates in the last three bullets under “Revenue” on page 88 are reasonable.
Fully describe the assumptions that underlie the projections and the type of market assumed in developing those assumptions, particularly
with respect to the latter years of the projected information. Provide similar disclosures with respect to the your expected increases
in gross profit, as referenced in the penultimate bullet point on page 88.

The Company has revised the disclosure
on pages 98-100 of the Registration Statement to address the Staff’s comment.

 9. We note the general disclosures under this heading and before the table. Please disclose in specific detail the process undertaken
to formulate the projections and assumptions, the parties who participated in the preparation of the projections, and how they were used.

The Company has revised the disclosure
on pages 98 of the Registration Statement to address the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information

1. Basis of Preparation, page 121

 10. Based on your disclosures, including your description of pro forma adjustments in the second paragraph of footnote 1, it does not
appear that your pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by SEC Release
No. 33-10786 issued May 20, 2020. Please revise your pro forma financial statements to comply with the new pro forma rules. It appears
the amendments to Article 11 would require, among other items, recognition of the IFRS 2 charge and transaction expenses within your pro
forma statement of profit or loss. Also see Rule 8-05 of Regulation S-X.

The Company has revised the pro forma
financial statements and accompanying notes to address the Staff’s comment.

5. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information as of December 31, 2020

Pro Forma Transactions adjustments - the Transactions, page 123

 11. We note your calculation of the IFRS 2 compensation charge in pro forma adjustment G. Please explain to us and disclose how you
determined the fair value of EUSG’s net assets. Separately provide for us the asset and liability balances used in your calculation. In
addition, explain how you determined the number of shares used in the consideration fair value and clarify how such share total is the
appropriate figure to use for purposes of calculating the IFRS 2 charge. Also disclose the date used to determine the €8.40 share
price.

    3

The Company has revised the disclosure
in the interim pro forma statement of financial position as of June 30, 2021, to address Staff’s comment.

Below is an explanation how we determined
the fair value of EUSG’s net assets used in pro forma adjustment G as of December 31, 2020 (which will no longer be part of the
pro forma financial information, as it has been replaced by June 30, 2021 statement of financial position in our updated prospectus):

The fair value of EUSG’s net assets
are calculated using EUSG’s total adjusted equity balance (after IPO adjustments and IFRS conversion adjustments) adding up the
remaining class A shares after redemptions under the no redemptions scenario and maximum redemptions scenario, respectively (reflected
in pro forma adjustment D) and the warrants fair value updated to the most recent date based on the available information (reflected in
pro forma adjustment F which updates Public Warrants fair value to August 11, 2021 (one day after BCA signing), and Private Placement
Warrants fair value to April 30, 2021 which is included in EUSG’s most recently published 10Q as of our last filing date). In scenario
2 we overlooked pro forma adjustment D in our last filing, under which assumption class A shares are fully redeemed, but it still have
impact to net assets due to the fair value of class A ordinary shares subject to possible redemption (presented as non-current liabilities
under IFRS) were not using the full redemption value on EUSG’s historical statement of financial position. This has been corrected
in the pro forma statement of financial position as of June 30, 2021.

The following is the revised table for
pro forma adjustment G as of December 31, 2021 (correcting EUSG’s net assets under scenario 2):

    Assuming No Redemptions
    Assuming Maximum Redemptions

    Euros in thousands, except of share and per share data
    Per Share Value
    Shares
    Fair Value
    Shares
    Fair Value

    Class A
    € 8.40
      14,435,000
    € 121,217
      14,435,000
    € 121,217

    Class B
    € 8.40
      3,593,750
      30,178
      3,593,750
      30,178

    Redemptions

      -
      -
      (14,375,000 )
      (120.713 )

    Fair value of consideration

      18,028,750
      151,395
      3,653,750
      30,682

    Fair value of EUSG’s net assets

      113,917

      (7,595 )

    Excess of fair value of consideration over fair value of EUSG’s net assets

      37,478

      38,277

Below is a breakdown of asset and liability
balances used in the corrected calculation of IFRS 2 compensation charge for pro forma statement of financial position as of December
31, 2020.

    Assuming No Redemptions
    Assuming Maximum Redemptions

    EUSG adjusted historical
    Pro forma adjustments
    Note
    Pro forma adjusted balance
    Pro forma adjustments
    Note
    Pro forma adjusted balance

    Assets

    Cash and marketable securities held in Trust
    Account
      121,512
      (121,512 )
    C
      -

      -

    Due from Sponsor
      979

      979

      979

    Prepaid expenses
      22

      22

      22

    Cash and cash equivalents

      121,512
    C
      121,512
      (121,512 )
    D
      -

    Total assets
      122,513
      -

      122,513
      (121,512 )

      1,001

    Liabilities

    Class A ordinary shares subject to possible redemption
      110,703
      (110,703 )
    D
      -
      -

      -

    Warrant liability
      7,563
      1,012
    F
      8,575

      8,575

    Trade and other payables
      21

      21

      21

    Total liabilities
      118,287
      (109,691 )
    -
      8,596
      -
    -
      8,596

    EUSG’s net assets

      113,917

      (7,595 )

    4

For pro forma statement of financial
position as of June 30, 2021, on top of the abovementioned adjustments, the transaction costs going to be incurred by EUSG reduced EUSG’s
net assets for this IFRS 2 compensation charge calculation. Please see note G in pro forma as of June 30, 2021.

The number of shares used in the consideration
fair value is the number of shares deemed to have been issued to EUSG by ADSE as of Closing, which equals to the total number of shares
of EUSG’s Class A ordinary shares after redemptions under the two assumed scenarios respectively and Class B ordinary shares, which
will be exchanged to Parent Public Shares as of Closing, as those are the shares EUSG’s current shareholders will have in the combined
entity as of Closing. The warrants (both Public and Private Warrants) are not treated as deemed issued equity instruments, instead included
in EUSG’s net assets as of Closing, as EUSG’s warrants (both Public and Private Warrants) have been classified as liability
classified financial instruments according to IAS 32 as described in pro forma note 4, due to their redemption term 6 included in EUSG’s
Warrants Agreement, which causes the warrants to fail the fixed-for-fixed criteria for classification as equity instruments in accordance
with IAS 32. As the warrants will be exchanged for the Parent’s warrants under the same terms, the exchange will not impact their
liability classified presentation and will continue to be accounted for as liability classified financial instruments on the Parent’s
consolidated financial statements after the Closing.

The date used to determine the €8.40
share price is August 11, 2020, one day after the signing of the Business Combination Agreement.

6. Net loss per share, page 125

 12. Please revise your disclosures to quantify the number of anti-dilutive securities, including the Public Warrants, Private Placement
Warrants, and any stock-based awards that have been or will issued in connection with the merger transactions.

The Company has revised the pro forma
financial statements and accompanying notes to address the Staff’s comment.

Comparison of Corporate Governance and Shareholder Rights, page
126

 13. It appears from your disclosure on page 132 that you are including an exclusive forum provision in the governing documents of the
Parent. Please add a risk factor describing the risks to investors arising from such a provision, including increased costs to bring a
claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they
find favorable. Also describe any uncertainty about the enforceability of the provision. Finally, please revise to present this change
as a separate proposal.

    5

The Company has revised the Registration Statement to include
an additional risk factor on pages 56-57 and additional charter proposal on page 108 and elsewhere in the document to address the Staff’s
comment.

Government, Regulation and Incentives, page 172

 14. Please revise to clarify the material effects of governmental regulations on ADSE’s business, including the identity of the regulatory
body.

The Company has revised the disclosure
on page 186 of the Registration statement to address Staff’s comment, The Company believes this disclosure coupled with the section
entitled Environmental Issues in the ADSE business description, gives an accurate description of  the material regulatory issue faced
by ADSE.

United States Expansion, page 174

 15. Please quantify the portion of the proceeds you intend to devote to your expansion plans and the purposes to which those proceeds
will be put. Also clarify the reference to “existing partnerships” to describe the nature of the agreement between the parties
and the relative obligations.

The Company has revised the disclosure
on page 188 of the Registration Statement to address the Staff’s comment.

Revenue, page 175

 16. Please revise to quantify the “major order” received in 2020 that leads you to expect revenues to decline in 2021 and
the extent of that decline.

The Company has revised the disclosure
on pages 189-190 of the Registration Statement to address the Staff’s comment.

ADSE’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Revenue, page 178

 17. Please disclose, similar to your disclosure on page F-66, that one customer contributed 87% and 77%, respectively, of your fiscal
year 2020 and 2019 revenues.

The Company has revised the disclosure
on page 192 of the Registration Statement to address the Staff’s comment.

    6

Liquidity and Capital Resources, page 179

 18. Please disclose the information required by Item 5.B.1(b) and 5

United States securities and exchange commission logo
October 4, 2021
Pietar Taselaar
Director
Ads-Tec Energy Public Ltd Co
10 Earlsfort Terrace
Dublin 2, D02 T380
Ireland
Re:Ads-Tec Energy Public Ltd Co
Confidential Draft Registration Statement on Form F-4
Submitted September 7, 2021
CIK 0001879248
Dear Mr. Taselaar:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
Dissenter's Rights, page 23
1.Please clarify if dissenter's rights are available.
Interests of EUSGs Directors, Officers, and Others in the Transactions, page 24
2.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.  Please also

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disclose affiliate participation in the PIPE, as indicated by the disclosure on page 187
and quantify the amounts Raymond James may receive for the services it provided in all
capacities.
3.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
4.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Risk Factors, page 35
5.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
The jurisdiction and choice of law clauses . . .,, page 48
6.Please tell us whether the disclosure in this risk factor relates to Exhibit 4.6 or 4.7.  We
note, in this regard, that Section 9.3 of Exhibit 4.6 appears to be inconsistent with the
disclosure here insofar as claims arising under the Securities Act are concerned.
Certain Unaudited ADSE Projected Financial Information, page 87
7.Please revise to clarify the material assumptions underlying the projected financial
information included in the document, quantifying to the extent possible.  Explain how
each assumption relates to the projected information, such as how the "customer pipeline"
relates to revenue growth.
8.Please revise to explain how the projected growth rates in the last three bullets under
"Revenue" on page 88 are reasonable.   Fully describe the assumptions that underlie the
projections and the type of market assumed in developing those assumptions, particularly
with respect to the latter years of the projected information.  Provide similar disclosures
with respect to the your expected increases in gross profit, as referenced in the penultimate
bullet point on page 88.
9.We note the general disclosures under this heading and before the table.  Please disclose
in specific detail the process undertaken to formulate the projections and assumptions, the
parties who participated in the preparation of the projections, and how they were used.
Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Preparation, page 121
10.Based on your disclosures, including your description of pro forma adjustments in the

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second paragraph of footnote 1, it does not appear that your pro forma financial statements
have been prepared in accordance with Article 11 of Regulation S-X as amended by SEC
Release No. 33-10786 issued May 20, 2020.  Please revise your pro forma financial
statements to comply with the new pro forma rules.  It appears the amendments to Article
11 would require, among other items, recognition of the IFRS 2 charge and transaction
expenses within your pro forma statement of profit or loss.  Also see Rule 8-05 of
Regulation S-X.

5. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information as of
December 31, 2020
Pro Forma Transactions adjustments - the Transactions, page 123
11.We note your calculation of the IFRS 2 compensation charge in pro forma adjustment G.
Please explain to us and disclose how you determined the fair value of EUSG's net assets.
Separately provide for us the asset and liability balances used in your calculation.  In
addition, explain how you determined the number of shares used in the consideration fair
value and clarify how such share total is the appropriate figure to use for purposes of
calculating the IFRS 2 charge.  Also disclose the date used to determine the €8.40 share
price.

6. Net loss per share, page 125
12.Please revise your disclosures to quantify the number of anti-dilutive securities, including
the Public Warrants, Private Placement Warrants, and any stock-based awards that have
been or will issued in connection with the merger transactions.
Comparison of Corporate Governance and Shareholder Rights, page 126
13.It appears from your disclosure on page 132 that you are including an exclusive forum
provision in the governing documents of the Parent.  Please add a risk factor describing
the risks to investors arising from such a provision, including increased costs to bring a
claim and that these provisions can discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable.  Also describe any uncertainty about the
enforceability of the provision.  Finally, please revise to present this change as a separate
proposal.
Government, Regulation and Incentives, page 172
14.Please revise to clarify the material effects of governmental regulations on ADSE's
business, including the identity of the regulatory body.
United States Expansion, page 174
15.Please quantify the portion of the proceeds you intend to devote to your expansion plans

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Pietar Taselaar
Ads-Tec Energy Public Ltd Co
October 4, 2021
Page 4
and the purposes to which those proceeds will be put.  Also clarify the reference to
"existing partnerships" to describe the nature of the agreement between the parties and the
relative obligations.
Revenue, page 175
16.Please revise to quantify the "major order" received in 2020 that leads you to expect
revenues to decline in 2021 and the extent of that decline.
ADSE's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Revenue, page 178
17.Please disclose, similar to your disclosure on page F-66, that one customer contributed
87% and 77%, respectively, of your fiscal year 2020 and 2019 revenues.
Liquidity and Capital Resources, page 179
18.Please disclose the information required by Item 5.B.1(b) and 5.B.3 of Form 20-F.  See
also Instructions 7 and 8 to Item 5 of Form 20-F.  Also revise to disclose when each loan
you discuss matures.
Index to Financial Statements, page F-1
19.Please provide audited financial statements of the registrant, ads-tec Energy public limited
company, or tell us why you believe registrant financial statements are not required.
Audited Financial Statements of ads-tec Energy GmbH
2. Accounting policies
2.1.3 Inventories, page F-43
20.We note your inventory accounting policy disclosure that you may write-down inventory
"based on staggered lump-sum range of coverage."  Please clarify for us what you mean
by this statement and revise your disclosures to provide clarity for investors.
2.2.10 Impairment of non-financial assets, page F-49
21.You disclose that "typically" your cash-generating unit ("CGU") is the consolidated entity
and that you perform your asset impairment testing at that level.  For the assets within the
scope of IAS 36, please tell us the specific assets you test for impairment on an individual
basis and the specific assets you test at the consolidated CGU level.  For the assets tested
at the consolidated level, tell us in sufficient detail how your impairment methodology
complies with IAS 36 and why the recoverable amount of each asset type cannot be
estimated on an individual basis.

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3. Reporting and valuation methods
Revenue recognition, page F-50
22.You disclose that "'closed contracts' related to services where the Company acts as
principal the margin is realized over the term of the contract."  Please clarify for us what
you mean by this statement and the specific revenue contracts this statement is
referencing.  In doing so, tell us how you define a "closed contract" and provide an
illustrative example that clearly demonstrates your revenue recognition policy.  Revise
your disclosures to provide clarity for investors.
Allowances for expected credit losses (ECL) of trade receivables and contract assets, page F-50
23.Please revise the disclosures under this heading to clearly indicate how you determine the
allowance for expected credit losses of trade receivables and contract assets.  Your
disclosures regarding evaluations "performed at a rough estimate with a rating scale" and
"loss given default (LGD) rates" are unclear, as is your level of reliance on the default
rate probabilities determined by an external service provider.
4. Disclosures on individual items of the financial statements
4.1.1 Revenue, page F-51
24.Please address the following comments related to your revenue recognition accounting
policies:

• Tell us and clearly disclose if any of your revenue arrangements include multiple
performance obligations.  In particular, we note your disclosures on page 173 that
you provide customers with "24/7 access to the platform, over the air updates,
prediction-based services, and data analytics" and that Big-LinX includes "control
and monitoring functions."  We also note your disclosure on page 175 that
ChargeBox revenues include "development cost contributions made by the
customer."  Provide us with your assessment of whether any of these service
offerings represent separate performance obligations.  In your response, explain the
nature of and reasons for the development cost contributions and explain if you
provide development services on a standalone basis.  Refer to paragraphs 22-30 of
IFRS 15.

•Citing authoritative accounting guidance, if applicable, tell us why you classify
consideration received for development activities within revenues on your statement
of profit or loss and not as an offset to research and development expenses.

•Although you disclose in the table on page F-52 that Charging revenues are
recognized over time, your disclosure in note 2.1.1 on page F-42 appears to indicate
that ChargeBox revenues are recognized at a point in time and Chargetrailer revenues
are recognized over time.  Revise your disclosures to correct this apparent

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inconsistency.  Also, considering the difference in the timing of revenue recognition,
further disaggregate your Charging revenues between ChargeBoxes and
Chargetrailers.  Refer to paragraph 114 of IFRS 15.

•Tell us how you determined Chargetrailer revenues qualify for revenue recognition
over time.  Refer to paragraphs 31-38 of IFRS 15.
5. Segment Reporting, page F-69
25.We note your disclosure here and in footnote 1.2.1, that you operates the business as as a
single operating and reporting segment.  Given that your products are targeted to three
different end market applications, Charging, Commercial & Industrial, and Residential,
please explain to us how you have determined that you have only one operating segment.
Refer to IFRS 8.

General
26.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
27.We understand the sponsor will receive additional securities pursuant to an antidilution
adjustment based on the company’s additional financing activities. Please quantify the
number and value of securities the sponsor will receive. In addition, disclose the
ownership percentages in the company before and after the additional financing to
highlight dilution to public stockholders.
28.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
29.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors. This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. In addition, please clarify how the board considered
those conflicts in negotiating and recommending the business combination.
30.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid
31.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim

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redemption levels.
32.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
33.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the r