Filed by ADS-TEC Energy
Public Limited Company
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12
of the Securities Exchange
Act of 1934
Subject Company:
European Sustainable Growth
Acquisition Corp.
(Commission File No. 001-39917)
Commission File No. for related Registration Statement: 333-260312
On Tuesday, November 16, 2021, Forbes
published an article, “Last Place Finish Of Systematic Risk Management Reporting In ESG Survey Raises Red Flags,” which
quoted Elaine Grunewald, a director of European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company
(“EUSG”). The full text of the article is available at
https://www.forbes.com/sites/edwardsegal/2021/11/16/last-place-finish-of-systemic-risk-management-reporting-in-esg-survey-raises-red-flags/?sh=39ca0db5f9f7.
Below is an excerpt of the article that includes
Ms. Grunewald’s quote:
...
Damage To Brands
“Classic risk management typically focuses on aspects such as business
continuity, currency fluctuations, supply constraints and compliance,” according to Elaine Grunewald, director of the European Sustainable
Growth Acquisition Corp.
“Having a broader, 360 [degree] view is vital to earn stakeholder
trust—without it, companies risk damage to their brand, their license to operate, or worse yet, in some cases severe fines,”
she said.
...
Legend Information
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.
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