| Item 1. | |
| (a) | Name of issuer:
Ads-Tec Energy Public Ltd Co |
| (b) | Address of issuer's principal executive offices:
10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G if filed by Lucerne Capital Management LP, an investment advisor to private funds including The Lucerne Capital Master Fund, L.P., The Lucerne Capital Special Opportunity Fund, Ltd., The Lucerne Capital Nordic Master Fund, Ltd. and The Lucerne European Opportunities (US) Fund, LP; by Pieter Taselaar and Matheus Hovers, individuals who control Lucerne Capital Management LP; and Jonathan Copplestone and Patrick Moroney, individuals affiliated with Lucerne Capital Management LP. |
| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is:
73 Arch Street, 3rd Floor
Greenwich, CT 06830 |
| (c) | Citizenship:
See the cover page of each Reporting Person. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
G0085J117 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See row 9 of the cover page of each Reporting Person. |
| (b) | Percent of class:
Percentage beneficial ownership is based on 53,876,307 Ordinary Shares outstanding as of March 12, 2025, as reported in the Issuer's Prospectus dated March 26, 2025.
See row 11 of the cover page of each Reporting Person. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See row 5 of the cover page of each Reporting Person.
|
| | (ii) Shared power to vote or to direct the vote:
See row 6 of the cover page of each Reporting Person.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover page of each Reporting Person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover page of each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)