RISK FACTORS

You should carefully consider the following risk factors and all of the information contained in this proxy statement/prospectus, including but not limited to, the matters addressed in the “Forward-Looking Statements”, and the financial information with respect to EUSG, ADSE, and Parent before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in Parent following consummation of the business combination will be subject to the significant risks affecting Parent and the electric industry, including vehicle charging and battery storage systems, as well as the market in general. Any of the following risks could materially adversely affect Parent’s business, financial condition or results of operations. This could cause the trading price of the Parent Ordinary Shares and/or Parent Warrants to decline, perhaps significantly, and you could lose all or a part of your investment. Additional risks and uncertainties not currently known to EUSG, ADSE, or Parent or that EUSG, ADSE, and Parent currently do not consider to be material may also materially and adversely affect Parent’s business, financial condition or results of operations.

Risks Related to the Business Combination and Parent’s Capital Structure

EUSG may not have sufficient funds to consummate the business combination.

As of [•], 20[•], EUSG had approximately $[•] available to it outside the trust account to fund its working capital requirements and a working capital deficiency of $[•]. If EUSG is required to seek additional capital, it would need to borrow funds from its sponsors, initial shareholders, management team or other third parties to operate or may be forced to liquidate. None of EUSG’s sponsor, initial shareholders, members of its management team, nor any of their affiliates is under any obligation to advance funds to EUSG in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to EUSG upon completion of the business combination. If EUSG is unable to consummate the business combination because it does not have sufficient funds available, EUSG will be forced to cease operations and liquidate the trust account. Consequently, EUSG’s public shareholders may only receive $[•] per share and their warrants and rights will expire worthless.

If EUSG’s shareholders fail to properly demand redemption rights, they will not be entitled to redeem their EUSG Class A Ordinary Shares for a pro rata portion of the trust account.

EUSG shareholders holding EUSG Public Shares may demand that EUSG redeem their EUSG Public Shares for a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the business combination. To demand redemption rights, EUSG shareholders must deliver their EUSG Public Shares (either physically or electronically) to EUSG’s transfer agent no later than two business days prior to the meeting. Any shareholders who fail to properly demand redemption rights by delivering their EUSG Public Shares will not be entitled to redeem their EUSG Public Shares for a pro rata portion of the trust account for redemption of their EUSG Public Shares. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your EUSG Public Shares for cash.

The business combination remains subject to conditions that EUSG cannot control and if such conditions are not satisfied or waived, the business combination may not be consummated.

The business combination is subject to a number of conditions, including the condition that there is no legal prohibition against consummation of the business combination, that EUSG’s securities remain listed on Nasdaq through the closing, approval for registration on Nasdaq of the Parent Ordinary Shares and Parent Warrants, approval by the EUSG shareholders of the business combination proposal, the merger proposal, the director proposal, the charter proposals, and the PIPE proposal, continued effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus is a part, the truth and accuracy of EUSG’s and ADSE’s representations and warranties made in the Business Combination Agreement, the non-termination of the Business Combination Agreement, Parent entering into the composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with DTC, and EUSG having at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Transactions after taking into account holders of EUSG Public Shares that have properly demanded redemption of their EUSG Public Shares for cash. There are no assurances that all conditions to the business combination will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the business combination are not met (and are not waived, to the extent waivable), then either EUSG or ADSE may, subject

to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement or amend the Termination Date. See the section of this proxy statement/prospectus titled “The Business Combination Agreement — Waivers” and “— Termination.”

The Parent Ordinary Shares and Parent Warrants may not be listed on a national securities exchange after the business combination, which could limit investors’ ability to make transactions in such securities, subject Parent to additional trading restrictions, and subject Parent’s security holders to Irish stamp tax upon securities transfers.

Parent has applied to have the Parent Ordinary Shares and Parent Warrants listed on Nasdaq after the consummation of the business combination. Parent will be required to meet Nasdaq’s initial listing requirements to be listed, including having a minimum number of round lot shareholders. Parent may not be able to meet those initial listing requirements. Even if the Parent Ordinary Shares and Parent Warrants are so listed, Parent may be unable to maintain the listing of such securities in the future. If Parent fails to meet the initial listing requirements and Nasdaq does not list the Parent Ordinary Shares or Parent Warrants (and the related closing condition with respect to the listing of the Parent Ordinary Shares and Parent Warrants is waived by the parties), Parent could face significant material adverse consequences, including:

•        a limited availability of market quotations for the Parent Ordinary Shares and Parent Warrants;

•        a reduced level of trading activity in the secondary trading market for the Parent Ordinary Shares and Parent Warrants;

•        a limited amount of news and analyst coverage for Parent;

•        a decreased ability to issue additional securities or obtain additional financing in the future;

•        stamp duty may be chargeable on transfers of Parent Ordinary Shares and Parent Warrants at a rate of 1% of the greater of the price paid or market value of the Parent Ordinary Shares and Parent Warrants transferred; and

•        Parent’s securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on Nasdaq, in which case Parent’s securities would be subject to regulation in each state where Parent offers and sells securities.

The stock price of the Parent Ordinary Shares and/or Parent Warrants may be volatile.

The market price of the Parent Ordinary Shares and/or Parent Warrants may be volatile. In addition to factors discussed elsewhere in this Risk Factors section, the market price of the Parent Ordinary Shares and/or Parent Warrants may fluctuate significantly in response to numerous factors, many of which are beyond Parent’s control, including:

•        overall performance of the equity markets;

•        actual or anticipated fluctuations in Parent’s revenue and other operating results;

•        changes in the financial projections Parent may provide to the public or the failure to meet these projections;

•        failure of securities analysts to initiate or maintain coverage of Parent, changes in financial estimates by any securities analysts who follow Parent or Parent’s failure to meet these estimates or the expectations of investors;

•        the issuance of reports from short sellers that may negatively impact the trading price of the Parent Ordinary Shares and/or Parent Warrants;

•        recruitment or departure of key personnel;

•        the economy as a whole and market conditions in Parent’s industry;

•        new laws, regulations, subsidies, or credits or new interpretations of them applicable to Parent’s business;

•        negative publicity related to problems in Parent’s manufacturing or the real or perceived quality of Parent’s products;

•        rumors and market speculation involving Parent or other companies in Parent’s industry;

•        announcements by Parent or its competitors of significant technical innovations, acquisitions, strategic partnerships, or capital commitments;

•        lawsuits threatened or filed against Parent;

•        other events or factors including those resulting from war, incidents of terrorism or responses to these events;

•        the expiration of contractual lock-up or market standoff agreements; and

•        sales or anticipated sales of the Parent Ordinary Shares and/or Parent Warrants by Parent or Parent’s shareholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility.

Although publicly traded, the trading market in the Parent Ordinary Shares and Parent Warrants may become substantially less liquid than the average trading market for a stock quoted on Nasdaq following the consummation of the business combination, and this low trading volume may adversely affect the price of the Parent Ordinary Shares and Parent Warrants.

EUSG’s ordinary shares, units, rights, and warrants currently trade on Nasdaq, and Parent has applied to have the Parent Ordinary Shares and Parent Warrants trade on Nasdaq. Because EUSG’s public shareholders have the option to redeem their EUSG Public Shares for cash in connection with the business combination, the trading volume of the Parent Ordinary Shares after consummation of the business combination may substantially decrease compared to other companies listed on Nasdaq. Limited trading volume in the Parent Ordinary Shares will subject both the Parent Ordinary Shares and the Parent Warrants to greater price volatility and may make it difficult for you to sell your Parent Ordinary Shares and Parent Warrants at a price that is attractive to you. Limited trading volume in the Parent Ordinary Shares and Parent Warrants may also result in Parent’s failure to continue to meet the listing standards for Nasdaq.

Parent’s staggered board will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Parent Ordinary Shares may view as beneficial.

Parent’s M&A will provide that Parent’s board of directors shall have three classes of directors with staggered terms of up to three years until his or her successor is designated and qualified. During such term, Parent shareholders will have no power to remove directors without cause. Parent’s staggered board will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of Parent Ordinary Shares and Parent Warrants of the opportunity to sell their Parent Ordinary Shares at a premium over the prevailing market price. Additionally, Parent’s staggered board may discourage proxy contests for the election of directors and purchases of substantial blocks of Parent Ordinary Shares by making it more difficult for a potential acquirer to gain control of Parent’s board of directors.

No individual, group or other company will hold in excess of 50% of the voting power for the election of directors of Parent. Accordingly, Parent will not be a “controlled company” under the rules of the Nasdaq Stock Market.

Parent may issue additional Parent Ordinary Shares or other equity securities without seeking approval of the Parent shareholders, which would dilute your ownership interests and may depress the market price of the Parent Ordinary Shares.

Upon consummation of the business combination, Parent will have warrants outstanding to purchase up to an aggregate of [•] Parent Ordinary Shares. In addition to the PIPE Investment, EUSG and ADSE may choose to seek third-party financing to provide additional working capital for the ADSE business, in which event Parent may issue additional equity securities. Following the consummation of the business combination, Parent may also issue

additional Parent Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants, or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

Parent’s issuance of additional Parent Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•        Parent’s existing shareholders’ proportionate ownership interest in Parent will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Parent Ordinary Share may be diminished; and

•        the market price of the Parent Ordinary Shares may decline.

Future resales of the Parent Ordinary Shares issued in connection with the Transactions may cause the market price of the Parent Ordinary Shares to drop significantly, even if ADSE’s business is doing well.

The ADSE Shareholders have agreed not to transfer any Parent Ordinary Shares received in the Share-for-Share Exchange except to certain permitted transferees, until 180 days after the consummation of the Transactions, or earlier upon the subsequent completion of a liquidation, merger, stock exchange, or similar transaction. The EUSG initial shareholders will be subject to the same transfer restrictions with respect to the Parent Ordinary Shares and Parent Warrants to be received by them in the Merger. See the section of this proxy statement/prospectus titled “The Business Combination Proposal.”

At the closing of the Transactions, Parent will enter into the Registration Rights Agreement providing the EUSG initial shareholders, ADSE Shareholders, and the Underwriters with certain demand registration rights and piggy-back registration rights with respect to registration statements filed by Parent after the closing. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Related Agreements or Arrangements — Registration Rights Agreement.”

Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement Parent files pursuant to the above-referenced Registration Rights Agreement, or as required under the subscription agreements with the PIPE Investors (including ADSH and Bosch), in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 under the Securities Act, the ADSE Shareholders and the PIPE Investors (including ADSH and Bosch) may sell large amounts of Parent Ordinary Shares (with respect to the PIPE Investors, after their EUSG Class A Ordinary Shares have been automatically cancelled in exchange for Parent Ordinary Shares pursuant to the Business Combination Agreement) in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Parent Ordinary Shares and/or the Parent Warrants or putting significant downward pressure on the price of the Parent Ordinary Shares and/or the Parent Warrants.

Downward pressure on the market price of the Parent Ordinary Shares and/or the Parent Warrants that likely will result from sales of Parent Ordinary Shares issued in connection with exercise of warrants or sales of warrants upon expiration of any applicable lockup periods could encourage short sales of Parent Ordinary Shares and/or the Parent Warrants by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of Parent Ordinary Shares and/or Parent Warrants could have a tendency to depress the price of the Parent Ordinary Shares and/or the Parent Warrants, respectively, which could increase the potential for short sales.

We cannot predict the size of future issuances of Parent Ordinary Shares or warrants to subscribe for Parent Ordinary Shares or the effect, if any, that future issuances and sales of Parent Ordinary Shares and/or warrants to subscribe for Parent Ordinary Shares will have on the market price of the Parent Ordinary Shares or the Parent Warrants. Sales of substantial amounts of Parent Ordinary Shares (including those issued in connection with the business combination), or the perception that such sales could occur, may adversely affect prevailing market prices of Parent Ordinary Shares and/or Parent Warrants.

EUSG shareholders may decide to sell their EUSG securities, Parent Ordinary Shares, or Parent Warrants, which could cause a decline in their market prices and the value of the Parent Ordinary Shares or Parent Warrants after consummation of the Transactions.

Some EUSG shareholders may decide they do not want to own shares of a company that has all of its business and opportunities outside the United States or decide they do not want to hold Parent Ordinary Shares or Parent Warrants for other reasons. This could result in the sale of EUSG ordinary shares prior to the completion of the business combination or in the exercise of redemption rights, or the sale of the Parent Ordinary Shares or Parent Warrants received in the business combination after the completion of the business combination. These sales, or the prospects of such sales in the future, could adversely affect the market price for EUSG ordinary shares, Parent Ordinary Shares and Parent Warrants respectively, and the ability to sell the EUSG ordinary shares in the market before the business combination is completed as well as the Parent Ordinary Shares and/or Parent Warrants after the business combination is completed. This could, in turn adversely affect the dollar value of the Parent Ordinary Shares and Parent Warrants that the EUSG shareholders will receive upon completion of the business combination.

Because the market price of Parent Ordinary Shares and/or Parent Warrants may fluctuate, EUSG shareholders cannot be sure of the value of the Parent Ordinary Shares and/or Parent Warrants they will receive in the Transactions.

Upon completion of the business combination, each EUSG ordinary share will be automatically cancelled in exchange for one Parent Ordinary Share, subject to the right of EUSG’s public shareholders to redeem their EUSG ordinary shares for a pro rata portion of EUSG’s trust account, and each EUSG warrant will automatically be adjusted to become a Parent Warrant. The value of the Parent Ordinary Shares and Parent Warrants upon completion of the business combination may differ from the value of the EUSG ordinary shares and EUSG warrants, respectively, at the signing of the Business Combination Agreement due to changes in the market value of the Parent Ordinary Shares and/or Parent Warrants which may be caused by, among other things, market volatility. If the value of the Parent Ordinary Shares and/or Parent Warrants decreases relative to the value of EUSG ordinary shares and/or EUSG warrants, respectively, between the date of the Business Combination Agreement and the closing of the Transactions, the implied value and premium paid to EUSG shareholders pursuant to the business combination will be lower than the implied value and premium as of the time the parties executed the Business Combination Agreement.

The EUSG board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transactions.

EUSG’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Transactions. Accordingly, investors will be relying solely on the judgment of the EUSG board of directors in valuing ADSE and assuming the risk that the EUSG board of directors may not have properly valued the business. In analyzing the business combination, EUSG’s board and management conducted due diligence on ADSE, researched the industry in which ADSE operates, consulted with third party advisors and concluded that the business combination was fair to and in the best interest of EUSG and its shareholders. The lack of a third-party valuation or fairness opinion may lead an increased number of shareholders to vote against the proposed Transactions or demand redemption of their EUSG Public Shares for cash, which could potentially impact EUSG’s ability to consummate the Transactions or adversely affect Parent’s liquidity following the consummation of the Transactions.

There will be material differences between your current rights as a holder of EUSG securities and the rights one can expect as a holder of Parent securities, some of which may adversely affect you.

Upon completion of the business combination, EUSG shareholders will no longer be shareholders of EUSG, a Cayman Islands exempted company, but will be shareholders of Parent, a corporation incorporated under the laws of Ireland. There will be material differences between the current rights of EUSG shareholders and the rights you can expect to have as a holder of the Parent Ordinary Shares and Parent Warrants, some of which may adversely affect you.

For a more detailed discussion of the differences in the rights of EUSG shareholders and the Parent shareholders, see the section of this proxy statement/prospectus titled “Comparison of Corporate Governance and Shareholder Rights”.

There are risks to shareholders who are not affiliates of the Sponsor of becoming shareholders of Parent through the Transactions rather than through an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

There are risks associated with Parent becoming publicly traded through the Transactions instead of through an underwritten offering, including that investors will not receive the benefit of any independent review by an underwriter of ADSE’s business, finances and operations, including its projections.

Underwritten public offerings of securities are typically subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. EUSG cannot assure you that due diligence conducted in connection with the Transactions has identified all material issues that may be present in ADSE’s business prior to the completion of the Transactions during the course of due diligence, that it would be possible to uncover all material issues through a customary due diligence process (whether undertaken by an underwriter or by EUSG), or that factors outside of Parent’s, ADSE’s, and EUSG’s control will not later arise.

In addition, the Sponsor and certain of EUSG’s executive officers and directors have interests in the Transactions that may be different from, or in addition to, the interests of shareholders generally. Such interests may have influenced the directors of EUSG in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Interests of Certain Persons in the Transaction — Interests of EUSG Directors and Executive Officers in the Transaction” for additional information on the interests of EUSG’s directors and executive officers.

There may be less publicly available information concerning Parent than there is for issuers that are not foreign private issuers because it is anticipated that Parent will be considered a foreign private issuer and will be exempt from a number of rules under the Exchange Act and will be permitted to file less information with the SEC than issuers that are not foreign private issuers and Parent, as a foreign private issuer, will be permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.

A foreign private issuer under the Exchange Act is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. It is anticipated that Parent will be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of Parent’s board of directors, officers and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning Parent than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

In addition, certain information may be provided by Parent in accordance with Irish law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, under Nasdaq rules Parent will be subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements. Parent does not currently intend to follow any Irish corporate governance practices in lieu of Nasdaq corporate governance rules, but we cannot assure you that this will not change after consummation of the Transactions. If Parent determines to follow Irish corporate governance practices in lieu of Nasdaq corporate governance standards, Parent will disclose each Nasdaq rule that Parent does not intend to follow and describe the Irish practice that Parent will follow in lieu thereof.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Parent’s business, the market price of the Parent Ordinary Shares and/or Parent Warrants and trading volume could decline.

The market price for the Parent Ordinary Shares and Parent Warrants depends in part on the research and reports that securities or industry analysts publish about Parent or Parent’s business. If industry analysts cease coverage of Parent, the trading price for the Parent Ordinary Shares and/or Parent Warrants would be negatively affected. In addition, if one or more of the analysts who cover Parent downgrade the Parent Ordinary Shares and/or Parent Warrants or publish inaccurate or unfavorable research about Parent’s business, the Parent Ordinary Share and/or Parent Warrant price would likely decline. If one or more of these analysts cease coverage of Parent or fail to publish reports on Parent regularly, demand for the Parent Ordinary Shares and/or Parent Warrants could decrease, which might cause the Parent Ordinary Share and/or Parent Warrant price and trading volume to decline.

Future changes in U.S. and foreign tax laws could adversely affect Parent.

The U.S. Congress, the Organisation for Economic Co-operation and Development, and government agencies in jurisdictions where Parent and its affiliates do business have focused on issues related to the taxation of multinational corporations. In particular, specific attention has been paid to “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result the tax laws in Ireland, Germany, the U.S. and other countries in which Parent and its affiliates do business could change, on a prospective or retroactive basis, and any such change could adversely affect Parent.

Upon completion of the business combination, EUSG shareholders will become Parent shareholders, EUSG warrantholders will become holders of Parent Warrants, and the market price for the Parent Ordinary Shares and Parent Warrants may be affected by factors different from those that historically have affected EUSG.

Upon completion of the business combination, EUSG shareholders will become Parent shareholders and EUSG warrantholders will become holders of Parent Warrants. Parent’s business differs for that of EUSG, and, accordingly, the results of operations of Parent will be affected by some factors that are different from those currently affecting the results of operations of EUSG. EUSG is a Cayman Islands exempt company that is not engaged in any operating activity, directly or indirectly. Parent is a holding company and its subsidiary ADSE is engaged in the business of providing infrastructure to the electric vehicle charging market. Parent’s business and results of operations will be affected by regional, country, and industry risks and operating risks to which EUSG was not exposed. For a discussion of the business of Parent, including the business currently conducted and proposed to be conducted by ADSE, see the section of this proxy statement/prospectus titled “Business of ADSE”.

EUSG’s current directors and executive officers and their affiliates own EUSG ordinary shares and Private Warrants that will be worthless if the business combination is not approved. Such interests may have influenced their decision to approve the business combination with ADSE.

EUSG’s officers and directors and/or their affiliates beneficially own EUSG ordinary shares and Private Warrants that they purchased prior to, or simultaneously with, EUSG’s initial public offering. EUSG’s executive officers, directors and their affiliates have no redemption rights with respect to their EUSG ordinary shares and their Private Warrants will expire worthless in the event a business combination with ADSE or another target is not effected in the required time period. These financial interests may have influenced the decision of EUSG’s directors and officers to approve the business combination with ADSE and to continue to pursue such business combination. In considering the recommendations of EUSG’s board of directors to vote for the business combination proposal and other proposal, its shareholders should consider these interests. See the section of this proxy statement titled “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions.”

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. Such liability may have influenced the decision to pursue the business combination with ADSE and the board’s decision to approve it.

If the business combination with ADSE or another business combination is not consummated by ADSE on or before January 26, 2023, the Sponsor will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by EUSG for services

rendered or contracted for or products sold to EUSG, but only if such a vendor or target business has not executed a waiver agreement. If EUSG consummates a business combination, on the other hand, EUSG will be liable for all such claims. Neither EUSG nor the Sponsor has any reason to believe that Sponsor will not be able to fulfill its indemnity obligations to EUSG.

These obligations of the Sponsor may have influenced EUSG’s board of director’s decision to approve the business combination. In considering the recommendations of EUSG’s board of directors to vote for the business combination proposal and other proposals, EUSG’s shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions.”

EUSG’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to EUSG’s public shareholders.

If proceeds in the trust account are reduced below $10.00 per EUSG Public Share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, EUSG’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While EUSG currently expects that its independent directors would take legal action on EUSG’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to EUSG, it is possible that EUSG’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If EUSG’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to EUSG’s public shareholders may be reduced below $10.00 per share.

The Sponsor and EUSG’s directors and executive officers may have financial interests in the business combination that are different from or are in addition to those of EUSG shareholders generally.

The Sponsor, EUSG’s directors and executive officers, and their respective affiliates and associates have interests in and arising from the business combination that are different from, or in addition to (and which may conflict with), the interests of the Public Shareholders, which could result in a real or perceived conflict of interest. These interests include, among other things, the interests listed below:

•        On November 16, 2020, the Sponsor purchased an aggregate of 3,593,750 EUSG Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.007 per share. On December 15, 2020, the Sponsor transferred 70,000 of the EUSG Founder Shares to an entity controlled by Dr. Thunell, chairman of EUSG’s board of directors, up to 35,000 of which are subject to repurchase by the Sponsor based on the achievement of certain milestones. Because the underwriters of the initial public offering fully exercised their over-allotment option in January 2021, the Sponsor retained the 468,750 EUSG Founder Shares that were subject to forfeiture, and all 3,593,750 EUSG Founder Shares remain outstanding as of the date hereof. If the business combination with ADSE or another business combination is not consummated by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A), EUSG will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the EUSG Class B Ordinary Shares held by the initial shareholders, including EUSG’s directors and officers would be worthless, because the initial shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such EUSG Class B Ordinary Shares had an aggregate market value of $[•] based upon the closing price of $[•] per share on Nasdaq on the record date. As a result of the low initial purchase price, the Sponsor, its affiliates and our management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as EUSG’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, officers and directors and their respective affiliates and associates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by January 26, 2023, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their EUSG Founder Shares.

•        Simultaneously with the consummation of the IPO, EUSG consummated the private placement of an aggregate of 4,375,000 EUSG Private Warrants to the Sponsor, EBC and ABN AMRO Securities (USA) LLC, at a purchase price of $1.00 per warrant (or $4,375,000 in the aggregate). All of the proceeds EUSG received from these sales were placed in the Trust Account. Such EUSG Private Warrants had an aggregate market value of $[•] based upon the closing price of $[•] per warrant on Nasdaq on the record date. The EUSG Private Warrants will become worthless if EUSG does not consummate a business combination by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the EUSG Private Warrants. The EUSG Private Warrants held by the initial shareholders had an aggregate market value of approximately $[•] based upon the closing price of $[•] per EUSG Public Warrant on Nasdaq on the Record Date.

•        To protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below (1) $10.00 per share or (2) such lesser amount per share as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed money by EUSG for services rendered or contracted for or products sold to EUSG. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: the Sponsor will have no liability (a) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with EUSG waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (b) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Neither Marcum LLP, EUSG’s independent registered public accounting firm, nor EBC, executed agreements with EUSG waiving such claims to the monies held in the Trust Account. EUSG did not require the Sponsor to reserve for such indemnification obligations, nor did EUSG independently verify whether the Sponsor has sufficient funds to satisfy its indemnity obligations. EUSG believes that the Sponsor’s only assets are securities of EUSG. Therefore, EUSG believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.

•        If EUSG does not complete an initial business combination by January 26, 2023, EUSG may use a portion of its working capital held outside the Trust Account to repay any working capital loans, but no proceeds held in the Trust Account would be used to repay any working capital loans. As of September 30, 2021, there was approximately $143,770,000 in investments and cash held in the Trust Account and approximately $276,000 of cash held outside the Trust Account available for working capital purposes.

•        It is contemplated that [Name], [Title], and [Name], [Title], will be directors of Parent after the closing of the Transactions. As a result, [Name] and [Name] may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its directors.

•        If EUSG is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has agreed to advance the funds necessary to pay such costs and complete such liquidation and not to seek repayment for such expenses.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, EUSG’s officers and directors and their respective affiliates and associates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by EUSG from time to time, made by the Sponsor or certain of EUSG’s officers and directors to finance transaction costs in connection with an intended initial business combination.

•        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to EUSG and remain outstanding. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to EUSG for working capital expenses, and there are no outstanding fees or out-of-pocket expenses for which the Sponsor and its affiliates are waiting reimbursement. As of the date of this proxy statement/prospectus, there are no outstanding loans, fees or out-of-pocket expenses for which EUSG’s officers or directors are awaiting reimbursement.

•        The Sponsor will be party to the Registration Rights Agreement, which will come into effect at the Closing Date.

•        Affiliates of the Sponsor, including certain of EUSG’s officers and directors, will fund $14.5 million in the PIPE Investment.

•        Mr. Thunell, EUSG’s Chairman of the Board, will be eligible to receive a one-time payment in exchange for the transfer of up to 35,000 Founder Shares to EUSG’s Sponsor, 180 days after the completion of the Transactions, with the amount of such payment depending on the achievement of certain milestones.

•        EUSG’s obligation to pay up to $5 million aggregate amount in fees to Raymond James in consideration for Raymond James’s services as M&A advisor for the business combination and placement agent for the PIPE Investment is contingent upon the closing of the business combination.

See “Proposal No. 1 — The Business Combination Proposal — Interests of EUSG’s Directors, Officers, and Others in the Transactions” for additional information on the interests of EUSG’s directors and executive officers.

These financial interests of the Sponsor, EUSG’s officers and directors, and their respective affiliates and associates may have influenced their motivation in identifying and selecting ADSE as a business combination target, and their decision to approve the Transactions. In considering the recommendations of the board of EUSG to vote for the Proposals, EUSG public shareholders should consider these interests.

Activities taken by existing EUSG shareholders to increase the likelihood of approval of the business combination proposal and other proposals could have a depressive effect on EUSG’s ordinary shares.

At any time prior to the extraordinary general meeting during a period when they are not then aware of any material nonpublic information regarding EUSG or its securities, EUSG, the Sponsors, the initial shareholders, ADSE, the ADSE Shareholders and/or their respective affiliates may purchase EUSG ordinary shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of EUSG or vote their EUSG ordinary shares in favor of the business combination proposal. The purpose of ordinary share purchases and other transactions would be to increase the likelihood of approval of the business combination proposal by the holders of a majority of the EUSG ordinary shares present and entitled to vote at the extraordinary general meeting and that EUSG have in excess of the required amount of closing cash to consummate the Transactions under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on EUSG’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase EUSG ordinary shares at a price lower than market and may therefore be more likely to sell the EUSG ordinary shares that he owns, either prior to or immediately after the extraordinary general meeting.

The business combination may be completed even though material adverse effects may result from the announcement of the business combination, industry-wide changes and other causes.

In general, EUSG can refuse to complete the business combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the business combination, even if such change could be said to have a material adverse effect on ADSE or EUSG, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

•        any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets;

•        any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism, military actions, earthquakes, and other natural disasters, weather conditions, epidemics, pandemics and other force majeure events (with respect to the COVID-19 pandemic, solely to the extent such effect first arises after the date of the Business Combination Agreement);

•        events or conditions generally affective the industry in which the party operates;

•        changes in GAAP or IFRS, the authoritative interpretation of GAAP or IFRS, or law;

•        changes attributable to the announcement or execution, pendency, negotiation or consummation of the Transactions (including the impact thereof on relationships with any federal, state, or local government authorities); or

•        any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position.

Furthermore, EUSG or ADSE may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the business combination, EUSG’s stock price may suffer.

Delays in completing the business combination may substantially reduce the expected benefits of the business combination.

Satisfying the conditions to, and completion of, the business combination may take longer than, and could cost more than, EUSG expects. Any delay in completing or any additional conditions imposed in order to complete the business combination may materially adversely affect the benefits that EUSG expects to achieve from the acquisition of ADSE’s business.

Parent has no operating history. The unaudited pro forma condensed combined financial information may not be an indication of Parent’s financial condition or results of operations following the business combination, and accordingly, you have limited financial information on which to evaluate Parent and your investment decision.

Parent has no operating history, and ADSE and EUSG have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the historical financial statements of EUSG and ADSE, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Parent following the business combination. Certain adjustments and assumptions have been made regarding Parent after giving effect to the business combination. ADSE and EUSG believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Parent’s results of operations or financial condition following the business combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Parent’s results of operations and financial condition and the actual financial condition and results of operations of Parent following the business combination may not be consistent with, or evident from, this pro forma financial information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Parent’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by ADSE. Parent and EUSG do not endorse any of the forecasts, projections or estimates prepared by ADSE of the business and financial performance of ADSE that may be included in the proxy statement/prospectus.

None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the business combination or toward complying with SEC guidelines or generally accepted accounting principles. ADSE’s auditors did not audit, review or perform any procedures on these forecasts or projections. The projections and forecasts were based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of EUSG and Parent and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of ADSE’s operations, or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for ADSE’s solutions, expectations as to ADSE’s customer pipeline, successful and timely construction and commissioning of green hydrogen production facilities, an evolving competitive landscape, rapid technological

change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

Failure to effectively retain, attract and motivate key employees could diminish the anticipated benefits of the business combination.

The success of the acquisition of ADSE will depend in part on the attraction, retention and motivation of executive personnel critical to the business and operations of Parent. Executives may experience uncertainty about their future roles with Parent and ADSE during the pendency of the business combination or after its completion. In addition, competitors may recruit ADSE management. If Parent is unable to attract, retain and motivate executive personnel that are critical to the successful operations of the combined business, ADSE could face disruptions in its operations, strategic relationships, key information, expertise or know-how and unanticipated recruitment and onboarding costs. In addition, the loss of key personnel could diminish the anticipated benefits of the acquisition of ADSE by EUSG.

Parent is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Parent Ordinary Shares less attractive to investors.

Parent is an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, Parent is only required to provide two years of audited financial statements and only two years of related selected financial data and management discussion and analysis of financial condition and results of operations disclosure. In addition, Parent is not required to obtain auditor attestation of its reporting on internal control over financial reporting, has reduced disclosure obligations regarding executive compensation and is not required to hold non-binding advisory votes on executive compensation. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Parent has elected to take advantage of such extended transition period. Parent cannot predict whether investors will find the Parent Ordinary Shares to be less attractive as a result of its reliance on these exemptions. If some investors find the Parent Ordinary Shares to be less attractive as a result, there may be a less active trading market for the Parent Ordinary Shares and the price of the Parent Ordinary Shares may be more volatile.

Parent will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which Parent has total annual gross revenue of $1.07 billion; (ii) the last day of Parent’s fiscal year following the fifth anniversary of the date on which EUSG consummated its initial public offering; (iii) the date on which Parent issues more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Parent Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

Further, there is no guarantee that the exemptions available to Parent under the JOBS Act will result in significant savings. To the extent that Parent chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact Parent’s financial condition.

Parent may need additional capital in the future to meet its financial obligations and to pursue its business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise Parent’s ability to meet its financial obligations and grow its business.

While EUSG’s management anticipates that the funds made available from the PIPE Investment and EUSG’s trust fund following the completion of the business combination will be sufficient to fund Parent’s operations for at least the next 36 to 48 months, Parent may need to raise additional capital to fund operations in the future or finance future acquisitions.

If Parent seeks to raise additional capital in order to meet various objectives, including developing existing or future technologies and solutions, increasing working capital, acquiring new clients, expanding geographically and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all. Lack of sufficient capital resources could significantly limit Parent’s ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity

component would dilute stock ownership. If adequate additional funds are not available, Parent may be required to delay, reduce the scope of, or eliminate material part of its business strategy, including acquiring potential new clients or the continued development of new or existing technologies or solutions and geographic expansion.

Parent will incur significant costs and devote substantial management time as a result of being subject to reporting requirements in the United States, which may adversely affect the operating results of Parent in the future.

As a company subject to reporting requirements in the United States, Parent will incur significant legal, accounting and other expenses that Parent would not have incurred as a private Irish company. For example, Parent will be subject to the reporting requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements will increase Parent’s legal and financial compliance costs and will make some activities more time consuming and costly, while also diverting management attention. In particular, Parent expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when it is no longer an emerging growth company as defined by the JOBS Act.

Because Parent currently does not have plans to pay cash dividends on the Parent Ordinary Shares, you may not receive any return on investment unless you sell your Parent Ordinary Shares for a price greater than that which you paid for EUSG ordinary shares.

Parent currently does not expect to pay any cash dividends on Parent Ordinary Shares. Any future determination to pay cash dividends or other distributions on Parent Ordinary Shares will be at the discretion of the board of directors and will be dependent on Parent’s earnings, financial condition, operating results, capital requirements, and contractual, regulatory and other restrictions, including restrictions contained in the agreements governing any existing and future outstanding indebtedness Parent or Parent’s subsidiaries incur, on the payment of dividends by Parent or by Parent’s subsidiaries to Parent, and other factors that Parent’s board of directors deems relevant. As a result, you may not receive any return on an investment in the Parent Ordinary Shares unless you sell the Parent Ordinary Shares for a price greater than that which you paid for the EUSG ordinary shares.

An active trading market of the Parent Ordinary Shares and Parent Warrants may not be sustained and investors may not be able to resell their Parent Ordinary Shares and Parent Warrants at or above the price for which they purchased the EUSG securities.

An active trading market for the Parent Ordinary Shares and Parent Warrants may not be sustained. In the absence of an active trading market for the Parent Ordinary Shares and/or Parent Warrants, investors may not be able to sell their Parent Ordinary Shares or Parent Warrants, respectively, at or above the price they paid at the time that they would like to sell. In addition, an inactive market may impair Parent’s ability to raise capital by selling shares or equity securities and may impair its ability to acquire business partners by using the Parent Ordinary Shares as consideration, which, in turn, could harm Parent’s business.

The trading price of the Parent Ordinary Shares or Parent Warrants may be volatile, and holders of the Parent Ordinary Shares or Parent Warrants could incur substantial losses.

The stock market in general has experienced extreme volatility in the wake of the COVID-19 pandemic that has often been unrelated to the operating performance of particular companies. As a result of this volatility, EUSG’s shareholders may not be able to sell their Parent Ordinary Shares or Parent Warrants at or above the price paid for EUSG securities. The market price for the Parent Ordinary Shares and Parent Warrants may be influenced by many factors, including:

•        The continued impact of COVID-19 or other adverse public health developments;

•        Actual or anticipated variations in operating results;

•        Changes in financial estimates by Parent or by any securities analysts who might cover Parent;

•        Conditions or trends in Parent’s industry;

•        Stock market price and volume fluctuations of other publicly traded companies and, in particular, those that operate in the electric vehicle charging infrastructure industry;

•        Announcements by Parent or its competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;

•        Announcements of investigations or regulatory scrutiny of Parent or lawsuits against Parent;

•        Capital commitments;

•        Political and country risks in the geographical areas in which Parent is operating;

•        Business disruption and costs related to shareholder activism;

•        Additions or departure of key personnel;

•        Sales of Parent Ordinary Shares and Parent Warrants, including sales by Parent’s directors and officers or significant shareholders; and

•        Expectations of future cash dividend declarations and payments.

If EUSG is unable to complete the business combination with ADSE or another business combination by January 26, 2023 (or such other date as approved by EUSG shareholders through approval of an amendment to the M&A), EUSG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding EUSG Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against EUSG and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could be less than $[•] per share.

Under the terms of EUSG’s M&A, EUSG must complete the business combination with ADSE or another business combination by January 26, 2023 (unless such date is extended by EUSG’s shareholders) or EUSG must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding EUSG Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against EUSG. Although EUSG has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of EUSG’s public shareholders. If EUSG is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to EUSG if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under EUSG’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Furthermore, the Sponsor will not be liable to public shareholders and instead will only have liability to EUSG. EUSG has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and, therefore, the Sponsor may not be able to satisfy those obligations. EUSG has not asked the Sponsor to reserve for such eventuality. Therefore, the per-share distribution from the trust account in such a situation may be less than the approximately $[•] estimated to be in the trust as of two business days prior to the meeting date, due to such claims.

Additionally, if EUSG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if EUSG otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, EUSG may not be able to return to its public shareholders the estimated $[•] per public share.

EUSG’s shareholders may be held liable for claims by third parties against EUSG to the extent of distributions received by them.

If EUSG is unable to complete the business combination with ADSE or another business combination within the required time period, EUSG will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding EUSG Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to EUSG to pay EUSG’s income taxes and to pay dissolution expenses, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. EUSG cannot assure you that it will properly assess all claims that may be potentially brought against EUSG. As such, EUSG’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, EUSG cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by EUSG.

EUSG and Parent may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Parent’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, neither Parent nor EUSG is aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transaction.

If the Merger does not qualify as a reorganization for U.S. federal income tax consequences, there may be adverse tax consequences to EUSG security holders.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, then the Merger may constitute a fully taxable transaction, and in such case, a U.S. Holder (as defined below) that exchanges its EUSG ordinary shares or EUSG warrants for the consideration pursuant to the Merger would generally recognize gain or loss equal to the difference between (i) the fair market value of the Parent Ordinary Shares and Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the EUSG ordinary shares and EUSG warrants exchanged therefor. For a more detailed discussion of certain material U.S. federal income tax considerations of the Merger to U.S. Holders, see the section titled “Certain Material U.S. Federal Income Tax Considerations.”

Following the proposed business combination, Parent may redeem your Parent Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.

Following the proposed business combination, Parent may redeem your Parent Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. Parent will have the ability to redeem outstanding Parent Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last sales price of the Parent Ordinary Shares reported has been at least $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within the 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. Parent will not redeem the warrants as described above unless (i) a registration statement under the Securities Act covering the Parent Ordinary Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those Parent Ordinary Shares is available throughout the 30-day redemption period or (ii) Parent has elected to require the exercise of the Parent Public Warrants on a cashless basis; provided, however, that if and when the Parent Public Warrants become redeemable by Parent, Parent may not exercise such redemption right if the issuance of Parent Ordinary Shares upon exercise of the Parent Public

Warrants is not exempt from registration or qualification under applicable state blue sky laws or Parent is unable to effect such registration or qualification. Redemption of the outstanding Parent Public Warrants could force you (i) to exercise your Parent Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Parent Public Warrants at the then-current market price when you might otherwise wish to hold your Parent Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Parent Public Warrants are called for redemption, is likely to be substantially less than the market value of your Parent Public Warrants.

Recent trading prices for the EUSG Ordinary Shares have not met the $18.00 per share threshold at which the EUSG Public Warrants would become redeemable. In such a case, the holders will be able to exercise their Parent Public Warrants prior to redemption for a number of Parent Ordinary Shares determined based on the fair market value of the Parent Ordinary Shares.

The value received upon exercise of the Parent Public Warrants (1) may be less than the value the holders would have received if they had exercised their Parent Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Parent Public Warrants.

If EUSG or Parent is as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If EUSG or Parent is a PFIC during any period that is included in the holding period of a U.S. Holder of EUSG or Parent securities, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and additional reporting requirements. For a more detailed discussion of certain material U.S. federal income tax considerations that may be relevant to a U.S. Holder in respect of EUSG’s or Parent’s PFIC classification, please see the section titled “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Regime.”

Other Risks Associated with the Business of Parent

Investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because Parent is formed under Irish law.

Parent is a company formed under the laws of Ireland, all of its properties are located outside of the United States, a majority of Parent’s directors and officers reside outside of the United States and all of Parent’s assets are and are likely in the future to be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights against Parent, to effect service of process upon Parent’s directors or officers or to enforce judgements of United States courts predicated upon civil liabilities and criminal penalties on Parent’s directors under United States laws.

Parent’s corporate affairs will be governed by Parent’s M&A, the Irish Companies Act and the common law of Ireland. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Parent’s directors under Irish law are governed by the Irish Companies Act and the common law of Ireland. The rights of the Parent shareholders and the fiduciary responsibilities of Parent’s directors under Irish law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, Ireland has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. See “Comparison of Corporate Governance and Shareholder Rights” for a discussion of certain differences between Irish and Cayman Islands corporate law.

The jurisdiction and choice of law clauses set forth in the Amended and Restated Warrant Agreement, and Parent’s status as an Irish company, may have the effect of limiting a warrantholder’s ability to effectively pursue its legal rights against Parent in any United States court.

The Amended and Restated Warrant Agreement provides that disputes arising under the Amended and Restated Warrant Agreement are governed by New York law and that Parent consents to jurisdiction in courts of the State of New York or the United States District Court for the Southern District of New York. This provision may limit the ability of warrantholders to bring a claim against Parent other than in courts of the State of New York or the United States District Court for the Southern District of New York and may limit a warrantholder’s ability to bring a claim in a judicial

forum that it finds more favorable for disputes under the Amended Warrant Agreement. The Amended and Restated Warrant Agreement, however, also expressly makes clear that this choice of law and forum provision shall not restrict a warrantholder from bringing a claim under the Exchange Act in any federal or state court having jurisdiction over such claim. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Irrespective of the ability of a warrantholder to bring an action in any such forum, due to the fact that Parent is an Irish company with all of its properties located outside of the United States, if a warrantholder brings a claim against Parent under the Amended Warrant Agreement, the Securities Act or Exchange Act, or otherwise, such warrantholder may have difficulty pursuing its legal rights against Parent in any United States courts having jurisdiction over any such claims.

Risks Relating to Irish Law

Following completion of the Transactions, a transfer of Parent Ordinary Shares or Parent Warrants, other than one effected by means of the transfer of book-entry interests in the Depositary Trust Company, may be subject to Irish stamp duty.

Submission will be made to the Irish Revenue Commissioners to confirm that transfers of Parent Ordinary Shares and Parent Warrants effected by means of the transfer of book entry interests in the Depositary Trust Company (“DTC”) will not be subject to Irish stamp duty. It is expected that this confirmation should be granted. It is anticipated that the majority of Parent Ordinary Shares and Parent Warrants will be traded through DTC by brokers who hold such shares on behalf of customers.

However, if you hold your Parent Ordinary Shares and/or Parent Warrants directly rather than beneficially through DTC, any transfer of your Parent Ordinary Shares and/or Parent Warrants could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the Parent Ordinary Shares or Parent Warrants acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your Parent Ordinary Shares.

If the Parent Ordinary Shares or Parent Warrants are not eligible for deposit and clearing within the facilities of DTC, then transactions in the Parent Ordinary Shares and/or Parent Warrants may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

Upon the completion of the Transactions, the Parent Ordinary Shares and the Parent Warrants will be eligible for deposit and clearing within the DTC system. We expect to enter into arrangements with DTC whereby we will agree to indemnify DTC for any Irish stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for the Parent Ordinary Shares and such Parent Warrants. We expect these actions, among others, will result in DTC agreeing to accept the Parent Ordinary Shares and Parent Warrants for deposit and clearing within its facilities upon the completion of the Transactions.

DTC is not obligated to accept the Parent Ordinary Shares or Parent Warrants for deposit and clearing within its facilities upon the completion of the Transactions and, even if DTC does initially accept the Parent Ordinary Shares and/or Parent Warrants, it generally will have discretion to cease to act as a depository and clearing agency for the Parent Ordinary Shares and/or Parent Warrants. If DTC determined prior to the completion of the Transactions that the Parent Ordinary Shares and/or Parent Warrants are not eligible for clearance within its facilities, then we would not expect to complete the Transactions in their current form. However, if DTC determined at any time after the completion of the Transactions that the Parent Ordinary Shares and/or Parent Warrants were not eligible for continued deposit and clearance within its facilities, then we believe the Parent Ordinary Shares and/or Parent Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the Parent Ordinary Shares and/or Parent Warrants would be disrupted. While we would pursue alternative arrangements to preserve Parent’s listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Parent Ordinary Shares and/or Parent Warrants.

In certain limited circumstances, dividends paid by Parent may be subject to Irish dividend withholding tax.

Parent does not intend to pay dividends on its capital stock in the foreseeable future. If Parent were to declare and pay dividends, in certain limited circumstances, dividend withholding tax (currently at a rate of 25%) may arise in respect of dividends paid on the Parent Ordinary Shares. A number of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other exempt countries may be entitled to exemptions from dividend withholding tax.

Submission will be made to the Irish Revenue Commissioners to confirm that shareholders resident in the U.S. that hold their Parent Ordinary Shares through DTC will not be subject to dividend withholding tax, provided the addressees of the beneficial owners of such Parent Ordinary Shares in the records of the brokers holding such Parent Ordinary Shares are recorded as being in the U.S. (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by Parent). It is expected that this confirmation should be granted. However, other holders of Parent Ordinary Shares may be subject to dividend withholding tax, which could adversely affect the price of their Parent Ordinary Shares.

After the Transactions, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from Parent will not be subject to Irish income tax in respect of those dividends unless they have some connection with Ireland other than their shareholding in Parent (for example, they are resident in Ireland). Shareholders who receive dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on those dividends.

Parent Ordinary Shares or Parent Warrants received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (“CAT”) could apply to a gift or inheritance of Parent Ordinary Shares or Parent Warrants irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Parent Ordinary Shares and Parent Warrants will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents.

It is recommended that each shareholder consult his or her own tax advisor as to the tax consequences of holding Parent Ordinary Shares and Parent Warrants in, and receiving distributions from, Parent.

Provisions in Parent’s M&A and under Irish law could make an acquisition of Parent more difficult, may limit attempts by Parent shareholders to replace or remove Parent’s management, may limit shareholders’ ability to obtain a favorable judicial forum for disputes with Parent or Parent’s directors, officers, or employees, and may limit the market price of the Parent Ordinary Shares and/or Parent Warrants.

Provisions in Parent’s M&A may have the effect of delaying or preventing a change of control or changes in Parent’s management. Parent’s M&A include provisions that:

•        require that Parent’s board of directors is classified into three classes of directors with staggered three-year terms;

•        permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; and

•        prohibit shareholder action by written consent without unanimous approval of all holders of Parent Ordinary Shares.

Parent’s M&A contains exclusive forum provisions for certain claims, which could limit Parent’s shareholders’ ability to obtain a favorable judicial forum for disputes with Parent or Parent’s directors, officers or employees.

Parent’s M&A provides that unless Parent consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act 1933 of the United States (the “Federal Forum Provision”). Moreover, Section 22 of the Securities Act creates concurrent

jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Parent’s decision to adopt the Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by Parent’s shareholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Parent’s M&A confirms that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Exchange Act. Accordingly, actions by Parent’s shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of Parent’s securities shall be deemed to have notice of and consented to Parent’s exclusive forum provisions, including the Federal Forum Provision. Additionally, Parent’s shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. These provisions may lead to Parent’s shareholders incurring increased costs if they were to bring a claim against Parent, and may limit Parent’s shareholders’ ability to bring a claim in a judicial forum they find favorable for disputes with Parent or Parent’s directors, officers, or other employees, which may discourage lawsuits against Parent and Parent’s directors, officers, and other employees and agents. Alternatively, if a court were to find the choice of forum provision contained in Parent’s M&A to be inapplicable or unenforceable in an action, Parent may incur additional costs associated with resolving such action in other jurisdictions, which may have an adverse effect on Parent’s business, financial condition and results of operations.

As a matter of Irish law, Parent’s shareholders are bound by the provisions of Parent’s M&A. An Irish court would be expected to recognise the exclusive jurisdiction of the federal district courts of the United States of America in respect of causes of action arising under the Exchange Act or the Securities Act 1933.

As an Irish public limited company, certain capital structure decisions regarding Parent will require the approval of the shareholders of Parent, which may limit Parent’s flexibility to manage its capital structure.

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. Parent’s M&A authorizes the Board of Directors of Parent to allot shares up to the maximum of Parent’s authorized but unissued share capital until October 1, 2026. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.

While Irish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for Parent’s M&A, or for shareholders of Parent in a general meeting, to exclude such pre-emptive rights. Parent’s M&A excludes pre-emptive rights until October 1, 2026. This exclusion will need to be renewed by special resolution upon its expiration and at periodic intervals thereafter. Under Irish law, a disapplication of pre-emption rights may be authorized for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought or approved.

Attempted takeovers of Parent will be subject to the Irish Takeover Rules and will be under the supervisory jurisdiction of the Irish Takeover Panel.

Parent will be subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including Nasdaq. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such

transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the Board of Directors of Parent will not be permitted, without shareholder approval, to take certain actions which might frustrate an offer for Parent Ordinary Shares once the Board of Directors of Parent has received an approach that might lead to an offer or has reason to believe that an offer is, or may be, imminent.

Under the Irish Takeover Rules, if an acquisition of Parent Ordinary Shares were to increase the aggregate holdings of the acquirer (together with its concert parties) to 30% or more of the voting rights of Parent, such acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding Parent Ordinary Shares at a price not less than the highest price paid by such acquirer or its concert parties for Parent Ordinary Shares during the previous 12 months. This requirement would also be triggered by the acquisition of Parent Ordinary Shares by any person holding (together with its concert parties) between 30% and 50% of the voting rights of Parent if the effect of such acquisition were to increase that person’s voting rights by 0.05% within a 12-month period.

Anti-takeover provisions in Parent’s M&A could make an acquisition of Parent more difficult. Parent’s M&A contains provisions that may delay or prevent a change of control, discourage bids at a premium over the market price of Parent Ordinary Shares, adversely affect the market price of Parent Ordinary Shares, and adversely affect the voting and other rights of shareholders of Parent. These provisions include: (i) permitting the Board of Directors of Parent to issue preference shares without the approval of Parent Shareholders, with such rights, preferences and privileges as they may designate; and (ii) allowing the Board of Directors of Parent to adopt a shareholder rights plan upon such terms and conditions as it deems expedient in the interests of Parent.

Risks Related to ADSE’s Business

ADSE is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the near term.

ADSE incurred a net loss of EUR 10.3 million for the year ended December 31, 2020, and had an accumulated deficit of approximately EUR 29.6 million at that time. ADSE believes it will continue to incur operating and net losses each quarter for the near term. ADSE’s ability to continue as a going concern will depend on the completion of the transaction contemplated by the Business Combination Agreement or ADSE’s ability to obtain sufficient funding from other sources. ADSE’s annual financial statements for the year ended December 31, 2020, do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a basis that assumes ADSE will continue as a going concern. Even if it achieves profitability, there can be no assurance that it will be able maintain profitability in the future.

ADSE’s potential profitability of the revenue stream “Charging” is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles and other electric transportation modalities, which may not occur. ADSE’s potential profitability of the revenue stream “Commercial and Industrial” depends on expansion of decentralized power supply systems and the need of commercial and industrial customer for the battery storage systems. Our potential profitability of the revenue stream “Residential” depends on expansion of residential photovoltaic systems and the adoption of residential coupling (connecting PV system with heating and residential EV charging by using battery storage systems).

ADSE has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.

ADSE has experienced rapid growth in recent periods. For example, the number of employees has grown from an average of 46 in 2018 to 104 in 2021. The growth and expansion of our business has placed and continues to place a significant strain on management, engineering, operations, financial infrastructure and corporate culture. ADSE relies on its sales and marketing teams to expand its commercial footprint and obtain new customers and partners, respectively, in order to grow its EV charger, commercial and residential business, and ADSE relies on its engineering, operations and project management personnel to build out and serve new customers. ADSE also relies on its technology team, which is currently being scaled, to continue to develop improvements, enhancements and new functionality in its EV charging products and battery storage systems. ADSE plans to continue to expand in these functional areas but it may not be able to recruit and hire a sufficient number of competent personnel with the requisite skills, technical expertise and experience, which may adversely affect its ability to expand such capabilities.

In the event of further growth, ADSE’s information technology systems and ADSE’s internal control over financial reporting and procedures may not be adequate to support its operations and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain unauthorized access to business information or misappropriate funds. ADSE may also face risks to the extent such bad actors infiltrate the information technology infrastructure of its contractors.

To manage growth in operations and personnel, ADSE will need to continue to improve its operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in development and introduction of new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect its business performance and operating results.

Failure to expand ADSE’s geographic footprint and to build scalable and robust processes could harm its prospects for growth and profitability, and ADSE may never successfully do so or achieve or sustain profitability.

ADSE’s ability to achieve significant revenue growth and profitability in the future will depend, in large part, on its success in expanding its product portfolio and business both within its existing markets and to additional markets and geographies and building scalable and robust processes to manage its business and operations. If prospective customers and business partners in such existing and new markets and geographies do not perceive ADSE’s product and service offerings to be of value to them or ADSE’s EV charging products, battery storage systems and services are not favorably received by them in such markets, ADSE may not be able to attract and retain such customer and business partners and successfully expand in its existing markets and to new markets and geographies.

In addition, if ADSE is not able to build scalable and robust processes to manage its existing business operations and prospective growth and expansion, it may fail to satisfy and retain its existing customers and business partners and may not be able to attract new customers and business partners in additional markets and, as a result, ADSE’s ability to maintain and/or grow its business and achieve or sustain profitability will be adversely affected.

ADSE currently faces competition from a number of companies, particularly in commercial and industrial battery-based energy-storage market in Europe, and expects to face significant competition in the future as the market for the EV High-Power-Charger develops.

The EV charging market is relatively new and competition is still developing. ADSE primarily competes with providers of battery-buffered and non-battery-buffered ultra-fast EV charging platforms. Large early-stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. In addition, there are multiple competitors in Europe and the United States with limited funding, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider.

In addition, there are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses. For example, Tesla Inc. continues to build out its supercharger network across the United States and Europe for its vehicles and announced it will open its network for other brands in Europe, which could reduce overall demand for EV charging at other sites. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking to have on premise EV charging capability as well as for home charging. In addition, many EV charging manufacturers are offering home charging equipment, which could reduce demand for fast charging capabilities of potential customers and reduce the demand for onsite charging capabilities if EV owners who find charging at home to be sufficient.

The commercial and industrial battery-based energy-storage market is growing rapidly and ADSE competitors are mainly specialized platform providers for residential or commercial and industrial applications. Within Europe, large markets such as Germany, Austria and Switzerland, ask for long-term serviceability, high quality and reliability of battery-storage systems to scale channels and to gain market share. Within Europe, there are multiple competitors, many of them new to the market, which could cause poor experience and aggravate the usage and implementation of battery-based energy storage systems. Further there are other means for means for energy storage systems, which could affect the level of demand for battery-based storage systems. For example, hydrogen-based energy storage systems

could become an additional possibility to store energy, which could reduce the overall demand for battery-based energy storage systems. Also, energy suppliers and grid service providers can provide centralized energy storage system or extend significantly the grid itself, which could decrease the overall demand of decentralized systems.

Further for EV charging and commercial battery storage system market, ADSE’s current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than ADSE to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put ADSE at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of ADSE’s current or future target markets, which could create price pressure. In light of these factors, even if ADSE’s offerings are more effective and higher quality than those of its competitors, current or potential customers may accept competitive solutions. If ADSE fails to adapt to changing market conditions or continue to compete successfully with current charging platform providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

ADSE faces risks related to natural disaster and health pandemics, including the recent coronavirus (“COVID-19”) pandemic, which could have a material adverse effect on its business and results of operations.

The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and has led to reduced economic activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle and photovoltaic manufacturers and suppliers around the world. Any sustained downturn in demand for EVs or photovoltaic or battery storage system would harm ADSE’s business.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns. These measures may adversely impact ADSE’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for ADSE products. These measures by government authorities may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.

ADSE has modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences. ADSE has also implemented additional safety protocols for essential workers, has implemented cost cutting measures in order to reduce its operating costs, and may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of ADSE’s workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, its operations will be negatively impacted. Furthermore, if significant portions of its customers’ or potential customers’ workforces are subject to stay-at-home orders or otherwise have substantial numbers of their employees working remotely for sustained periods of time, user demand for High-Power-Charger and services will decline.

The extent to which the COVID-19 pandemic impacts ADSE’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in High-Power-Chargers and battery storage systems or in providing installation or maintenance services. Even after the COVID-19 pandemic has subsided, ADSE may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for ADSE’s products and services.

ADSE relies on a limited number of suppliers and manufacturers for its products. A loss of any of these partners could negatively affect its business.

ADSE relies on a limited number of suppliers to manufacture its High-Power-Charger and battery storage systems, including in some cases only a single supplier for some products and components. This reliance on a limited number of manufacturers increases ADSE’s risks, since it does not currently have proven reliable alternative or replacement manufacturers beyond these key parties. In the event of interruption, it may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Thus, ADSE’s business could be adversely affected if one or more of its suppliers is impacted by any interruption at a particular location.

If ADSE experiences a significant increase in demand for its products, or if it needs to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms, which may undermine its ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to assemble circuit board or battery cells and submodules in sufficient volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires ADSE to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers could have an adverse effect on ADSE’s business, financial condition and operating results.

Increases in costs, disruption of supply, or shortage of materials, could harm our business.

ADSE may experience increases in the cost or a sustained interruption in the supply or shortage of materials necessary for the production, maintenance and service of our systems and related technologies. Any such increase in cost, supply interruption, or materials shortage could adversely impact its business, prospects, financial condition, and operating results. ADSE’s suppliers use various materials. The prices and supply of these materials may fluctuate, depending on market conditions and global demand for these materials, including increased production of electric vehicles and other energy storage applications by our competitors and companies in adjacent markets such as passenger cars and stationary storage.

Substantial increases in the prices for our materials or prices charged to us could reduce our margins if ADSE cannot recoup the increased costs through increased sale prices on its systems. Furthermore, fluctuations in fuel costs, or other economic conditions, may cause ADSE to experience significant increases in freight charges and material costs. Moreover, any attempts to increase prices in response to increased material costs could increase the difficulty of selling at attractive prices to new and existing customers and lead to cancellations of customer orders. If ADSE is unable to effectively manage its supply chain and respond to disruptions to its supply chain in a cost-efficient manner, ADSE may fail to achieve the financial results it expects or that financial analysts and investors expect, and its business, prospects, financial condition, and operating results may be adversely affected.

ADSE’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future.

ADSE does not typically install High-Power-Charger or residential and commercial battery storage systems at customer sites. The installations are typically performed by ADSE partners, customers or electrical contractors with an existing relationship with the customer and/or knowledge of the site. For industrial customer project the installation is typically performed by ADSE or by a partner of ADSE. The installation of High-Power-Charger and battery storage systems at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations may hinder EV charger and battery storage installation because they end up

costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact ADSE’s recognition of revenue in certain cases and/or impact customer relationships, either of which could impact ADSE’s business and profitability.

Furthermore, ADSE may in the future elect to install its products at customer sites or manage contractors, likely as part of offering customers a turnkey solution. Working with contractors may require ADSE to obtain licenses or require it or its customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation project. In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to ADSE or cause customers to become dissatisfied with the solutions ADSE offers.

While ADSE to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risks associated with acquisitions.

ADSE may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into ADSE’s own business would require attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

If ADSE is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.

ADSE’s success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business.

Competition for employees can be intense, particularly in area of Stuttgart, Germany, where ADSE is headquartered, and the ability to attract, hire and retain them depends on ADSE’s ability to provide competitive compensation. ADSE may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the execution of its global business strategy.

ADSE is expanding operations internationally, which will expose it to additional tax, compliance, market and other risks.

ADSE’s primary operations are in Germany and it maintains contractual relationships with parts and manufacturing suppliers in Asia, the United States, Europe and other locations. Also, ADSE is continuing to invest to increase its presence in the United States. Managing this expansion requires additional resources and controls, and could subject ADSE to risks associated with international operations, including:

•        conformity with applicable business customs, including translation into foreign languages and associated expenses;

•        lack of availability of government incentives and subsidies;

•        challenges in arranging, and availability of, financing for customers;

•        potential changes to its established business model;

•        cost of alternative power sources, which could vary meaningfully outside of Germany;

•        difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

•        installation challenges, including those associated with local licensing and permitting requirements;

•        differing driving habits and transportation modalities in other markets;

•        different levels of demand among commercial, industrial and residential customers;

•        compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the European Union (the “EU”) General Data Protection Regulation (“GDPR”), national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area;

•        compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom Anti-Bribery Act;

•        conforming products to various international regulatory and safety requirements;

•        difficulty in establishing, staffing and managing foreign operations;

•        difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

•        restrictions on repatriation of earnings;

•        compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable German tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and

•        challenges in obtaining intellectual property protection, policing the unauthorized use of intellectual property or pursuing enforcement of intellectual property rights outside of Germany;

•        regional economic and political conditions.

In addition, any continued expansion is likely to involve the incurrence of significant upfront capital expenditures. As a result of these risks, ADSE’s current expansion efforts and any potential future international expansion efforts may not be successful.

ADSE’s management has limited experience in operating in the consolidated group of a U.S. public company.

ADSE’s management will have limited experience in the management of a company that is a significant part of a U.S. public company. ADSE’s management team may not successfully or effectively manage its transition to this structure that will be subject to significant regulatory oversight and reporting obligations under relevant securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the newly combined company. ADSE may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of U.S. public companies. The development and implementation of the standards and controls necessary for the combined company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that ADSE will be required to expand our employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

ADSE may need to raise additional funds and these funds may not be available when needed.

ADSE may need to raise additional capital in the future to further scale its business and expand to additional markets. ADSE may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. ADSE cannot be certain that additional funds will be available on favorable terms when required, or at all. If ADSE cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If ADSE raises funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict ADSE’s business, or other unfavorable terms.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ADSE’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ADSE’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on ADSE’s systems in the future. Any attempts by cyber attackers to disrupt ADSE’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage its reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and ADSE may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm ADSE’s reputation, brand and ability to attract customers.

ADSE may in the future experience, service and production disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If ADSE’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.

ADSE has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business operations. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect its business and financial results.

Risk Relating to EV Market

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ADSE’s products and services.

As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers, consumers and others such as regulatory bodies. Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market.

If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially and adversely affect ADSE’s business, operating results, financial condition and prospects.

ADSE’s future growth and success is partly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.

ADSE’s growth in the upcoming years is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years,

there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, ADSE’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

•        perceptions about EV features, quality, safety, performance and cost;

•        perceptions about the limited range over which EVs may be driven on a single battery charge;

•        competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

•        volatility in the cost of oil and gasoline;

•        concerns regarding the stability of the electrical grid;

•        the decline of an EV battery’s ability to hold a charge over time;

•        availability of service for EVs;

•        consumers’ perception about the convenience and cost of charging EVs;

•        increases in fuel efficiency;

•        government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

•        relaxation of government mandates or quotas regarding the sale of EVs; and

•        concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and ADSE’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect ADSE’s business, financial condition and operating results.

Risks Relating to Battery Storage System Market

Lithium-ion battery modules in the marketplace have been observed to catch fire or vent smoke and flame, and such events have raised concerns over the use of such batteries.

ADSE uses lithium-ion battery cells in the production of battery modules for industrial and consumer equipment. Historically, lithium-ion batteries in laptops and cellphones have been reported to catch fire or vent smoke and flames, and more recently, news reports have indicated that several electric vehicles that use high-power lithium-ion batteries have caught on fire. As such, any adverse publicity and issues as to the use of high-power batteries in automotive or other applications will affect ADSE’s business and prospects. In addition, any failure of the battery cells used in our products may cause damage to the industrial or consumer equipment or lead to personal injury or death and may subject us to lawsuits. ADSE may have to recall our products using battery cells, which would be time-consuming and expensive. Further, product liability claims, injuries, defects, or other problems experienced by other companies in the lithium-ion battery market could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

Changes to battery energy storage standards or the success of alternative energy storage technologies may negatively impact the battery-energy storage market and thus the demand for ADSE’s products and services.

As regulatory initiatives and consumer behaviors have required an increase in the renewable energy, the demand for energy storage systems has been increasing. If renewable energy requirements can be replaced by nuclear power stations, for example, or if grid extension or centralized energy storage systems can be developed, whether as the result of regulations or otherwise, the demand of decentralized energy storage systems could diminish. In addition, the usage of renewable energy and decentralized systems is different than the usage of fossil energy and centralized energy systems which because it requires behavior change and education of influencers, consumers and others such as regulatory bodies. Developments in alternative technologies, such as hydrogen adversely affect demand for battery-energy storage stations. Regulatory bodies may also adopt rules that substantially favor certain alternatives to battery-based storage system over others. This may impose additional obstacles to the purchase of battery-based systems.

If any of the above cause or contribute to consumers or businesses to no longer purchase decentralized renewable energy and battery energy storage systems or purchase them at a lower rate, it would materially and adversely affect ads-Energy´s business, operating results, financial condition and prospects.

ADSE may face significant costs relating to environmental regulations for the storage and shipment of its lithium-ion battery packs.

Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage, transportation, and disposal of various components of advanced energy storage systems. Although ADSE believes that its operations are in material compliance with applicable environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Moreover, Federal, state, and local governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy storage systems. Compliance with such additional regulations could require us to devote significant time and resources and could adversely affect demand for our products. There can be no assurance that additional or modified regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy systems will not be imposed.

ADSE’s future growth and success is partly correlated with and thus dependent upon the continuing rapid adoption of decentralized renewable energy.

ADSE’s growth in the upcoming years is partly dependent upon the adoption of individual renewable energy by businesses and consumers. The market for individual installed renewable energy is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for battery-energy storage systems has grown in recent years, there is no guarantee of continuing future demand. If the market for battery-energy storage systems develops more slowly than expected, or if demand for it decreases, ADSE’s business, prospects, financial condition and operating results would be harmed. The market for battery-energy storage systems could be affected by numerous factors, such as:

•        perceptions about features, quality, safety, performance and cost;

•        perceptions about the limited capacity over the usage of battery systems or renewable energy source

•        competition, including from other types of alternative storage systems

•        volatility in the cost of energy;

•        concerns regarding the stability of the electrical grid;

•        availability of service;

•        consumers’ perception about the convenience and cost of battery energy system;

•        decrease of cost for general energy supply;

•        government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to battery-energy systems or decarbonization generally; and

•        concerns about the future viability of battery-energy systems manufacturers.

In addition, sales of battery energy storage systems can be cyclical, which may affect growth in acceptance of it. It is uncertain how macroeconomic factors will impact demand for individual energy storage systems, particular as it is investment to the future. Any significant decline in demand from customers could reduce demand for battery-energy storage systems and ADSE’s products and services in particular.

The EV and battery energy storage market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs, EV charging stations and battery storage systems. The reduction, modification, or elimination of such benefits, or any delay in payment could cause reduced demand for ADSE’s products or delay their purchase or production, which would adversely affect its financial results.

The U.S. and German federal governments, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs, EV charging stations and battery energy storage systems in the form of rebates, tax credits and other financial incentives, such as payments for regulatory credits. The EV and battery energy storage market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. In addition, there may be delays in the payment of rebates, or in the recognition of tax credits, which could effect the timing of purchases by customers and also result in a delay or reduction in the production cycle. All of these events could result in an adverse effect on ADSE’s financial results.

The EV charging and battery-energy storage markets are characterized by rapid technological change, which requires ADSE to continue to develop new products and product innovations and maintain and expand its intellectual property portfolio. Any delays in such development could adversely affect market adoption of its products and ADSE’s business, financial condition and operational result.

Continuing technological changes in battery, battery energy storage systems and other technologies could adversely affect adoption of current EV charging and energy storage technology and/or ADSE’s products and services. ADSE’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the market and business models. As new products are introduced, gross margins tend to decline in the near term and improves as the product become more mature and with a more efficient manufacturing process.

As EV and battery energy storage technologies change, ADSE may need to upgrade or adapt its platform technology and introduce new products and services in order to serve its customers that have the latest technology, which could involve substantial costs. In addition, changes in federal and state regulatory requirements, such as German charging station decree, which regulates for example contact less payment functionality on EV charging stations, could require ADSE to develop and adopt technologies for its charging stations that ADSE would otherwise not adopt, in order to ensure it remains in compliance with applicable law. Even if ADSE is able to keep pace with changes in technology, and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

ADSE cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage ADSE’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase ADSE’s competitors’ products or services.

If ADSE is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects will be adversely affected.

Certain estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate.

This prospectus includes estimates of the addressable market for ADSE’s solutions and the EV and battery storage market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this prospectus relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted, ADSE’s business could fail to grow at similar rates.

Risks Related to ADSE’s Technology, Intellectual Property and Infrastructure

ADSE may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge ADSE to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that ADSE will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, ADSE may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase ADSE’s operating expenses. In addition, if ADSE is determined to have or believes there is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that ADSE’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to ADSE’s products and services, ADSE may be required to indemnify such customers and business partners. If ADSE were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

ADSE’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

ADSE’s success depends, at least in part, on ADSE’s ability to protect its core technology and intellectual property. To accomplish this, ADSE relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of ADSE’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

The measures ADSE takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•        any patent applications ADSE submits may not result in the issuance of patents;

•        the scope of issued patents may not be broad enough to protect proprietary rights;

•        any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;

•        the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

•        current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;

•        know-how and other proprietary information ADSE purports to hold as a trade secret may not qualify as a trade secret under applicable laws; and

•        proprietary designs and technology embodied in ADSE’s products may be discoverable by third-parties through means that do not constitute violations of applicable laws.

Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the Germany. Further, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, ADSE’s intellectual property rights may not be as strong or as easily enforced outside of the Germany.

Certain patents in the EV and battery storage space may come to be considered “standards essential.” If this is the case with respect to any of ADSE’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of ADSE technology and intellectual property, and those derivative works may become directly competitive with ADSE’s offerings.

The current lack of international standards may lead to uncertainty, additional competition and further unexpected costs.

Lack of industry standards for EV High-Power-Charger and battery storage system management and, coupled with utilities, photovoltaic installation companies and other large organizations mandating their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction.

In addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV charger, or to use their size and market position to influence the market, which could limit ADSE’s market and reach to customers, negatively impacting its business.

ADSE’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

ADSE could be subject to claims that High-Power-Charger and battery storage systems are defective or have malfunctioned, or even that persons were injured or purported to be injured as a result of such defects, and ADSE’s customers may bring legal claims against ADSE to attempt to hold it liable. Any insurance that ADSE carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. Any of these events could adversely affect ADSE’s brand, relationships with customers and vendors, operating results or financial condition.

Furthermore, ADSE’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries. ADSE’s software has contained defects and errors and may in the future contain undetected defects or errors. ADSE is continuing to evolve the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if ADSE’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect ADSE’s business and results of its operations:

•        expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

•        loss of existing or potential customers or partners;

•        interruptions or delays in sales;

•        delayed or lost revenue;

•        delay or failure to attain market acceptance;

•        delay in the development or release of new functionality or improvements;

•        negative publicity and reputational harm;

•        sales credits or refunds;

•        exposure of confidential or proprietary information;

•        diversion of development and customer service resources;

•        breach of warranty claims;

•        legal claims under applicable laws, rules and regulations; and

•        an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Although ADSE has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on ADSE’s business, operating results and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

In addition, ADSE relies on some open-source software and libraries issued under the General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Third-parties may assert a copyright claim against ADSE regarding its use of such software or libraries, which could lead to the adverse results listed above. Use of such software or libraries may also force ADSE to provide third parties, at no cost, the source code to its proprietary software, which may decrease revenue and lessen any competitive advantage ADSE’s has due to the secrecy of its source code.

ADSE expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to ADSE.

ADSE’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. ADSE plans to incur significant research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products. ADSE’s research and not capitalized development expenses were kEUR 473 in 2019 and kEUR 749 during the fiscal years ended December 31, 2020, and are likely to grow in the future. Further, ADSE’s research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

Customer-Related Risks

If ADSE fails to offer high-quality support to customers, battery energy storage and charging station owners and users, its business and reputation will suffer.

Once a customer has installed ADSE platforms and subscribed to ADSE’s products and services, customers will rely on ADSE to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important so owners can provide services and end use customers can receive reliable service. The importance of high-quality customer support will increase as ADSE seeks to expand its business and pursue new customers and geographies. If ADSE does not quickly resolve issues and provide effective support, its ability to retain customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

Failure to effectively expand ADSE’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.

ADSE’s ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of its total revenue, and its operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.

ADSE is substantially dependent on its direct sales force to obtain new customers. ADSE plans to continue to expand its direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel, which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated, and ADSE may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for direct sales personnel with the strong sales skills and technical knowledge.

ADSE’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable amount of time. ADSE’s business will be harmed if continuing investment in its sales and marketing capabilities does not generate a significant increase in revenue.

We have a concentration of sales with a key customer and any substantial reduction in sales to such customer would have a material adverse effect on our results of operations and financial condition.

While we expect to significantly diversify our customer basis in the next twelve months, historically we have had one major customer that comprised approximately 87% and 77% of our revenues in 2020 and 2019, respectively. There were no other customers that comprised greater than 10% of our total revenues during these years. If we are not able to sufficiently diversify our customer base, we will remain subject to significant risks associated with a highly concentrated customer base.

This concentration exposes our business, financial condition and operating results to a number of risks, including the following:

•        In a highly concentrated business environment, if a particular customer does not place an order, or if they delay or cancel orders, we may not be able to replace the business.

•        As a result of this concentrated customer base, single customers represent a greater portion of our sales and, consequently, have greater commercial negotiating leverage. Customers may have aggressive policies regarding engaging alternative, second-source suppliers for the products we offer and, in addition, may seek and, on occasion, receive pricing, payment, intellectual property-related or other commercial terms that may have an adverse impact on our business. Any of these changes could negatively impact our prices, customer orders, revenues, and gross margins.

The ability of ADSE to utilize net operating loss and tax credit carryforwards following the business combination is conditioned upon ADSE attaining profitability and generating taxable income. ADSE has incurred significant net losses since inception and it is anticipated that ADSE will continue to incur significant losses. Additionally, ADSE’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.

ADSE generated a loss carryforward in its development phase in an amount of EUR 32,936,000 as of its financial year ended December 31, 2020 which may be used to off-set taxes in Germany on future profits. As a matter of German tax law, loss carryforwards will be disregarded for tax purposes in case of a change of control unless certain exemptions are met (e.g. valuation issues of hidden reserves). While currently management is optimistic that these criteria can be met in whole or in part and thus loss carryforwards will continue to be available for the future, there is no certainty that the German Tax Authorities will recognize this assessment as it has a certain discretionary scope to evaluate hidden reserves and company values.

ADSE will need to improve the operational and financial systems to support continuous growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting.

To manage the continuous growth of our operations and increasing complexity, ADSE will need to improve the operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect ADSE’s manufacturing operations, customer billing and reporting. ADSE’s current and planned systems, procedures and controls may not be adequate to support new complex arrangements it enters into and the rules governing revenue and expense recognition for its future operations and expected growth. Delays or problems associated with any improvement or expansion of its operational and financial systems and controls could adversely affect ADSE’s relationships with its customers, cause harm to its reputation and brand and could also result in errors in our financial and other reporting. ADSE expects that complying with these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. ADSE cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

Being a private company, ADSE has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future. Failure to remediate such material weaknesses in the future or to maintain an effective system of internal control could impair its ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

ADSE is, prior to the transaction, a private company preparing separate financials statements only. ADSE has limited accounting and financial reporting personnel and other resources with which to address the internal controls and procedures required for public companies. So far, no consolidated financial statements in accordance with IFRS as issued by the IASB have been prepared. Becoming a U.S.-listed public company, Parent will operate in an increasingly demanding regulatory environment, which requires us, as a wholly-owned subsidiary, to comply with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), Nasdaq regulations, SEC rules and regulations, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls in accordance with the Sarbanes-Oxley Act are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.

ADSE identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses relate to (i) lack of consistent and proper application of accounting processes and procedures, defined control processes and segregation of duties, (ii) insufficient design, implementation and operating effectiveness of information technology general controls for information systems that are significant to the preparation of our financial statements, (iii) lack of review and supervision and (iv) insufficient resources with an appropriate level of technical accounting and SEC reporting expertise.

ADSE is in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, including by implementing new information technology and systems for the preparation of the financial statements, implementing additional review procedures within our accounting and finance department, hiring additional staff and engaging external accounting experts to support improving its accounting processes and procedures and supplement its internal resources in its computation processes. While ADSE is designing and implementing measures to remediate the material weaknesses, it cannot predict the success of such measures or the outcome of its assessment of these measures at this time. These measures may not remediate the deficiencies in internal control or prevent additional material weaknesses or significant deficiencies in our internal control over financial reporting in the future. ADSE’s failure to implement and maintain effective internal control over financial reporting could result in errors in its financial statements that may lead to a restatement of its financial statements or cause ADSE to fail to meet its reporting obligations.

ADSE anticipates that the process of building our accounting and financial functions and infrastructure will result in substantial costs, including significant additional professional fees and internal costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s attention.

If ADSE is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if it is unable to maintain proper and effective internal controls, ADSE may not be able to produce timely and accurate financial statements. If ADSE cannot provide reliable financial reports or prevent fraud, its business and results of operations could be harmed, investors could lose confidence in its reported financial information and ADSE could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

Risks If the Transactions Are Not Approved

If the Transactions are not approved, EUSG will not be permitted to issue the EUSG Class A Ordinary Shares sold to the PIPE Investors and, to the extent any subscription amounts have been paid, will be required to return the subscription amounts to the PIPE Investors.

EUSG is seeking shareholder approval of the PIPE proposal in order to comply with Nasdaq Listing Rule 5635(a), which requires shareholder approval of the issuance of EUSG’s ordinary shares or shares convertible into or exercisable for EUSG’s ordinary shares in certain issuances undertaken in connection with the acquisition of the stock or assets of another company that result in the issuance of 20% or more of EUSG’s ordinary shares or voting power outstanding before such issuance, and Rule 5635(d), which requires shareholder approval for a transaction other than a public offering involving the sale, issuance, or potential issuance of EUSG’s ordinary shares or shares convertible into or exercisable for ordinary shares at a price that is less than the lower of the official closing price as reflected on Nasdaq.com immediately before the signing of the binding agreement or the average official closing price for the five trading days before the signing of the binding agreement, that results in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance. If EUSG’s shareholders do not approve the Transactions, EUSG will not be permitted to issue the EUSG Class A Ordinary Shares to be sold to the PIPE Investors and will be required to return any subscription amounts held in escrow to the PIPE Investors. If this occurs, EUSG may be required to seek additional sources of funding to support its business operations and future plans. See the section of this proxy statement/prospectus titled “The PIPE Proposal” for more information.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, EUSG’s board of directors will not have the ability to adjourn the extraordinary general meeting to a later date.

If, at the extraordinary general meeting, the chairman presiding over the extraordinary general meeting determines that it would be in the best interests of EUSG to adjourn the extraordinary general meeting because there are insufficient votes for the approval of the business combination proposal, the merger proposal, the director proposal, the charter proposals, or the PIPE proposal, or holders of EUSG Class A ordinary shares have elected to redeem an amount of EUSG Class A ordinary shares such that EUSG would have less than $5,000,001 of net tangible assets, the chairman presiding over the extraordinary general meeting will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the adjournment proposal is not approved, the chairman will not have the ability to adjourn the extraordinary general meeting to a later date. In such event, if the business combination is not completed and, another business combination is not consummated within the time period set forth in EUSG’s M&A or as permitted by a vote of EUSG’s shareholders, EUSG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.