UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December
15, 2021
European Sustainable Growth Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-39917
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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73 Arch Street
Greenwich, CT 06830
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (203) 983-4400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant
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EUSGU
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The Nasdaq Stock Market LLC
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Class A ordinary share, par value $0.0001 per share
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EUSG
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one Class A ordinary share for $11.50 per share
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EUSGW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
Director Proposal
As described in greater detail in the proxy statement of European Sustainable
Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands (“EUSG”), and prospectus of ADS-TEC Energy
PLC, an Irish public limited company duly incorporated under the laws of Ireland (“Irish Holdco”), dated December 7, 2021,
and filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission
(“SEC”) on December 7, 2021 (the “Proxy Statement/Prospectus”), EUSG will hold an extraordinary general meeting
of its shareholders on December 21, 2021, to vote on certain proposals relating to the contemplated business combination (the “Business
Combination”) described in the Proxy Statement/Prospectus and related proposals, including a proposal to elect five directors to
the board of directors of Irish Holdco to serve until their successors are duly elected and qualified (the “Director Proposal”).
The additional disclosures contained below are being filed in response
to the Institutional Shareholder Services Inc. (“ISS”) Proxy Report regarding the Director Proposal.
Supplement to the Proxy Statement/Prospectus
ISS, a proxy advisory firm that offers proxy voting recommendations to
institutional investors, issued a report dated December 14, 2021 recommending that shareholders vote against various proposals relating
to the Business Combination, including the election of Bazmi Husain as a director of Irish Holdco. ISS’s report indicated
that its recommendation was based in part on the fact that Bazmi Husain would serve as a non-independent member of certain key board committees
upon consummation of the Business Combination.
As detailed below, the ISS position is flawed and the boards
of directors of EUSG and Irish Holdco believe that Mr. Husain is an independent director.
Nasdaq listing rules provide that a director of a company will not be considered
independent if such director (i) was employed by such company any time during the past three years or (ii) accepted or has a family member
who accepted any compensation from such company in excess of $120,000 during any 12-month period within the three years preceding the
determination of independence. As disclosed in the Proxy Statement/Prospectus, Mr. Husain currently serves as an advisor for EUSG but
is not, and has not during the past three years been, employed by EUSG or Irish Holdco. In addition, Mr. Husain has not received any compensation
in connection with his service as advisor to EUSG.
For the foregoing reasons, we believe that Mr. Husain is independent
and ISS’s recommendation is unwarranted. We urge you to vote FOR the proposal to approve Mr. Husain as a director of Irish Holdco. If
you previously submitted your proxy or voting instructions and do not wish to change your vote, no further action is required by you at
this time. EUSG encourages all stockholders who have not yet voted to do so before the extraordinary general shareholders meeting by following
the instructions contained in the Proxy Statement/Prospectus. As further described in the Proxy Statement/Prospectus, you may vote by
internet or by mail. Internet voting for stockholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Standard
Time, on December 20, 2021. You may also vote by internet during the virtual special meeting using the instructions included in the Proxy
Statement/Prospectus.
Chief Marketing Officer
On December 15, 2021, Elaine Grunewald, a member
of EUSG’s board of directors, notified Irish Holdco that she was declining the offer to serve as chief marketing officer of Irish
Holdco and chief executive officer of ads-tec Energy, Inc., Irish Holdco’s wholly-owned U.S. subsidiary (“ADSE US”)
in order to pursue other opportunities. Irish Holdco is conducting a search for another candidate to serve as chief executive officer
of ADSE US. Irish Holdco does not currently intend to find a replacement to serve as chief marketing officer of Irish Holdco.
Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of
the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the proposed merger of
European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company
number 367833 (“EUSG”) into EUSG II Corporation, an exempted company incorporated in the Cayman Islands with limited liability
under company number 379118 (“EUSG II”) and the proposed acquisition of the shares of ads-tec Energy GmbH, based in Nürtingen
and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADS-TEC Energy”) by ads-tec Energy
plc, an Irish public limited company duly incorporated under the laws of Ireland and a wholly owned subsidiary of EUSG (“Irish Holdco”),
Irish Holdco’s and EUSG’s ability to consummate the transaction, the expected closing date for the transaction, the benefits
of the transaction and Irish Holdco’s future financial performance following the transaction, as well as Irish Holdco’s and
EUSG’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives
of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “outlook,”
“believes,” “expects,” “potential,” “continues,” “may,” “will,”
“should,” “could,” “seeks,” “approximately,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates,” the negative of such terms and other similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking
statements are based on management’s current expectations and assumptions about future events and are based on currently available
information as to the outcome and timing of future events. Except as otherwise required by applicable law, Irish Holdco and EUSG disclaim
any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect
events or circumstances after the date hereof. Irish Holdco and EUSG caution you that these forward-looking statements are subject to
risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Irish Holdco and EUSG. These
risks include, but are not limited to, (1) the inability to complete the transactions contemplated by the proposed business combination;
(2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things,
competition, and the ability of the combined business to grow and manage growth profitably; (3) risks related to the rollout of ADS-TEC
Energy’s business and expansion strategy; (4) consumer failure to accept and adopt electric vehicles; (5) overall demand for electric
vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced,
modified or eliminated; (6) the possibility that ADS-TEC Energy’s technology and products could have undetected defects or errors;
(7) the effects of competition on ADS-TEC Energy’s future business; (8) the inability to successfully retain or recruit officers,
key employees, or directors following the proposed business combination; (9) effects on Irish Holdco’s public securities’
liquidity and trading; (10) the market’s reaction to the proposed business combination; (11) the lack of a market for Irish Holdco’s
securities; (12) Irish Holdco’s financial performance following the proposed business combination; (13) costs related to the proposed
business combination; (14) changes in applicable laws or regulations; (15) the possibility that the novel coronavirus (“COVID-19”)
may hinder ADS-TEC Energy’s and EUSG’s ability to consummate the business combination; (16) the possibility that COVID-19
may adversely affect the results of operations, financial position and cash flows of ADS-TEC Energy, Irish Holdco or EUSG; (17) the possibility
that ADS-TEC Energy or EUSG may be adversely affected by other economic, business, and/or competitive factors; and (18) other risks and
uncertainties indicated from time to time in documents filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”)
by EUSG. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur,
or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking
statements. Additional information concerning these and other factors that may impact Irish Holdco’s and EUSG’s expectations
and projections can be found in EUSG’s initial public offering prospectus, which was filed with the SEC on January 22, 2021. In
addition, EUSG’s periodic reports and other SEC filings are available publicly on the SEC’s website at http://www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor
shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
Additional Information about the Business Combination and Where to Find
It
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval.
A full description of the terms of the proposed
business combination is provided in the registration statement on Form F-4 filed with the SEC by Irish Holdco (as amended from time to
time, the “Registration Statement”) that includes a prospectus with respect to the Irish Holdco securities to be issued in
connection with the business combination and a proxy statement with respect to the shareholder meeting of EUSG to vote on the business
combination. The Registration Statement was declared effective by the SEC on December 7, 2021 and the definitive proxy statement/prospectus
has been mailed to EUSG’s shareholders. Investors and security holders of EUSG are urged to read the proxy statement/prospectus
and documents incorporated by reference therein before making any voting or investment decision with respect to the proposed business
combination because they contain important information about the business combination and the parties to the business combination.
Investors and shareholders will be able to obtain free copies of the materials filed by Irish Holdco and EUSG with the
SEC at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Irish Holdco, EUSG, Bosch Thermotechnik GmbH, ADS-TEC Holding GmbH, and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders
of EUSG in connection with the proposed transaction. You can find more information about EUSG’s directors and executive officers
in EUSG’s initial public offering prospectus, which was filed with the SEC on January 22, 2021, and its Forms 10-Q filed with the
SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
is included in the proxy statement/prospectus on file with the SEC.
Shareholders, potential investors and other interested persons should read
the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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European Sustainable Growth Acquisition Corp.
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By:
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/s/ Karan Trehan
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Name:
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Karan Trehan
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Title:
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President
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Dated: December 16, 2021
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