EUSG / European Sustainable Growth Acquisition Corp - Class A - SEC Filings, Annual Report, Proxy Statement

Amended and Restated Warrant Agreement, dated December 22, 2021, among European Sustainable Growth Acquisition Corp., ADS-TEC Energy PLC, and Continental Stock Transfer & Trust Company.

EX-4.2 2 f10k2021ex4-2european.htm AMENDED AND RESTATED WARRANT AGREEMENT, DATED DECEMBER 22, 2021, AMONG EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PLC, AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.2 AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of December 22, 2021, is by and between ADS-TEC ENERGY P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39917 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39917 European Sustainable Growth Acquisition Corp. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 21, 2021 European Sustaina

425 1 ea152842-8k425europeans.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 21, 2021 European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 00

Submission of Matters to a Vote of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 21, 2021 European Sustainable Growth Acquisition Corp.

Other Events

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 001-39917 N/A (State or other jurisdiction of inc

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 Sustai

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 001-39917 N/A (State or other jurisdiction of inc

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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.

Energy company PROVIRIDIS buys battery storage technology from ADS-TEC Energy for smart multi-energy filling stations in France Partnership to integrate battery systems into a new service station concept with fast-charging points Opening of the third

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.

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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.

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425 1 ea152156-425adstec.htm FORM 425 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 On Tuesday, Nove

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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.

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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.

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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.

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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.

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. PROSPECTUS FOR UP TO 14,375,000 ORDINARY SHARES AND 7,187,500 WARRANTS OF ADS-TEC ENERGY PUBLIC LIMITED COMPANY

424B3 1 f424b31221adstech-eusg.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-260312 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. PROSPECTUS FOR UP TO 14,375,000 ORDINARY SHARES AND 7,187,500 WARRANTS OF ADS-TEC ENERGY PUBLIC LIMITED COMPANY European Sustainable Growth Acquisition Corp., a Cayman Islands e

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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.

European Sustainable Growth Acquisition Corp Announces Effectiveness of Registration Statement for Proposed Business Combination with ADS-TEC Energy

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.

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425 1 ea151762-425adstecener.htm FORM 425 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 European Sustai

Major European energy supplier enters into purchase agreement for ultra-fast charging systems from ADS-TEC Energy Relies on the battery-buffered ChargeBox to boost the deployment of ultra-fast charging infrastructure Ultra-fast chargers will go into

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.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 24, 2021 European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39917 N/A (State or other jurisdiction of inc

Employment Agreement, dated November 16, 2021, between ADS-TEC ENERGY PLC and Thomas Speidel.

Exhibit 10.19 CEO Agreement between ads-tec Energy plc., Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland and Dipl.-Ing. Thomas Speidel, Lembergerweg 13, 71706 Markgr?ningen Preliminary remark Thomas Speidel has been working as managing director for ads-tec Energy GmbH in Nurtingen (and its future subsidiaries and affiliated companies) as well as for ads-tec Holding GmbH and it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39917 EUROPEAN SUSTA

Consent of Kurt Lauk

Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 26, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the “Company”) is filing a Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection th

Form of Special Eligibility Agreement for Securities between Parent and The Depository Trust Company.

Exhibit 10.17 SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES Irish Shares and Irish Warrants ? ads tec Energy plc SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES, dated as of [], 20 (as amended, modified or supplemented, this ?Agreement?), among The Depository Trust Company (?DTC?), Cede & Co. (?Cede?), National Securities Clearing Corporation (?NSCC?), ads-tec Energy plc, a public limited company inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39917 EUROPEAN SUSTAI

Consent of Thomas Speidel

EX-99.6 11 ff42021a2ex99-6adstech.htm CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS Exhibit 99.6 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 26, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the “Company”) is filing a Registration Statement on Form F-4 with the Securities and Exchange Commiss

Consent of Salina Love

Exhibit 99.5 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 26, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the ?Company?) is filing a Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39917 EUROPEAN SUS

Business Combination Agreement, dated as of August 10, 2021, by and among European Sustainable Growth Acquisition Corp., ADS-TEC ENERGY PLC, EUSG II Corporation, Bosch Thermotechnik GmbH, ads-tec Holding GmbH and ads-tec Energy GmbH (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (File No. 333-260312)).

As filed with the Securities and Exchange Commission on November 26, 2021 Registration No.

Consent of Bazmi Husain

EX-99.3 8 ff42021a2ex99-3adstech.htm CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS Exhibit 99.3 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 26, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the “Company”) is filing a Registration Statement on Form F-4 with the Securities and Exchange Commissi

Form of EUSG Proxy Card.

Exhibit 99.1

Consent of Joseph Brancato

Exhibit 99.2 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 26, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the ?Company?) is filing a Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection th

EUSGU / European Sustainable Growth Acquisition Corp. Unit / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d209794dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3194F125 (CUSIP Number) November 17, 2021 (Date of Event

ADS-TEC Energy GmbH, a Leading Battery-Buffered Charging Company, Announces Initial Order from Smart City Capital for Ultra-fast Charging Units in Miami Dade County

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.

Form of Incentive Stock Option Agreement pursuant to the ADS-TEC ENERGY PLC 2021 Omnibus Incentive Plan

Exhibit 10.12 INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Per Share Exercise Price: $1 Number of Shares subject to this Option: * * * * * THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Pu

Form of Restricted Stock Unit Agreement pursuant to the ADS-TEC ENERGY PLC 2021 Omnibus Incentive Plan

Exhibit 10.14 RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company an Irish

ADS-TEC Energy GmbH, a Leading Battery-Buffered Charging Company, Signs-onto COP26 Joint Declaration on Transition to Zero Emission Vehicles Will Hold Product Demo of 2.1 Megawatt ChargeTrailer in Partnership with Porsche at COP26 Transport Day

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.

Consent of Salina Love

Exhibit 99.5 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 10, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection th

Consent of Joseph Brancato

Exhibit 99.2 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 10, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection th

Consent of Kurt Lauk

Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 10, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection th

Power of Attorney.

As filed with the Securities and Exchange Commission on November 10, 2021 Registration No.

Consent of Thomas Speidel

Exhibit 99.6 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 10, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection th

Form of Non-Qualified Stock Option Agreement pursuant to the ADS-TEC ENERGY PLC 2021 Omnibus Incentive Plan

Exhibit 10.11 NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Per Share Exercise Price: $ Number of Shares subject to this Option: * * * * * THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Ads-Tec En

Consent of Bazmi Husain

Exhibit 99.3 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS November 10, 2021 Ads-Tec Energy Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Ads-Tec Energy Public Limited Company (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection th

Form of ADS-TEC ENERGY PLC 2021 Omnibus Incentive Plan (included as Annex E to the proxy statement/prospectus)

Exhibit 10.10 ADS-TEC ENERGY PUBLIC LIMITED COMPANY (the “Company”) 2021 OMNIBUS INCENTIVE PLAN Article I PURPOSE The purpose of this Ads-Tec Energy Public Limited Company 2021 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract,

Form of Restricted Stock Agreement pursuant to the ADS-TEC ENERGY PLC 2021 Omnibus Incentive Plan

Exhibit 10.13 RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Shares of Restricted Stock Granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company, an Irish

Form of Stock Appreciation Rights Agreement pursuant to the ADS-TEC ENERGY PLC 2021 Omnibus Incentive Plan

Exhibit 10.15 STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Base Price: $ Number of Shares subject to this SAR: * * * * * THIS STOCK APPRECIATION RIGHTS AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Compa

Operating Equipment Framework Credit Contract, dated May 2, 2021, between Landesbank Baden-Württemberg and ads-tec Energy GmbH, and Guarantee Credit Framework Contract, dated September 7, 2020, between Landesbank Baden-Württemberg and ads-tec Energy GmbH.

Exhibit 10.18 Guarantee Credit Framework Contract ? Credit suretyship Am Hauptbahnhof 2 70173 Stuttgart Telephone 0711 127-42463 Fax 0711 127-6642463 [email protected] Account 6465188547 Reference number 1153327076/3363/RPf ads-tec Energy GmbH Heinrich-Hertz-Str. 1, 72622 N?rtingen - hereinafter referred to as the Borrower - hereby concludes an agreement with the Bank on the assumption of sur

Form of EUSG Proxy Card.

Exhibit 99.1

Filed by ADS-TEC Energy Public Limited Company

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.

Filed by Ads-Tec Energy Public Ltd Co

425 1 ea149685-425adstecenergy.htm FORM 425 Filed by Ads-Tec Energy Public Ltd Co 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 Press release Nürtinge

M itarbeiterkür z el ADS - TEC Energy Investor Presentation Oct obe r 2021 M itarbeiterkür z el Disclaimer This investor presentation (this “Investor Presentation”) has been prepared by ads - tec Energy GmbH (collectively comprising the operating sub

Filed by Ads-Tec Energy Public Ltd Co 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.

ADS-TEC Energy GmbH, a Leading Ultra-fast Battery Charging Company, Enters into Joint Venture with Polar Structure AB Creates ‘Infrastructure as a Service’ Model for Electric Vehicle Charging Infrastructure Buildout Polar Places First Order of ADS-TE

Filed by Ads-Tec Energy Public Ltd Co 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.

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Filed by Ads-Tec Energy Public Ltd Co 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.

Filed by ADS-TEC Energy Public Limited Company

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.

Form of Lock-Up Agreement among Parent, LRT Capital1 LLC, EarlyBirdCapital, Inc., AB AMRO Securities (USA) LLC, LHT Invest AB, Ads-Tec Holding GMBH, and Bosch Thermotechnik GMBH.

Exhibit 10.7 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [?], between the parties listed on Schedule A hereto (each such party, a ?Holder? and collectively, the ?Holders?) ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (the ?Company?). The Holder and the Company are sometimes referred to herein

Memorandum and Articles of Association of EUSG.

Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. (adopted by special resolution dated 19 JANUARY 2021 and effective on 21 JANUARY 2021) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORAN

Form of Share Consideration and Loan Transfer Agreement, by and among Bosch Thermotechnik GmbH, Robert Bosch Gesellschaft mit beschränkter Haftung, ads-tec Holding GmbH and ADS-TEC ENERGY PLC.

Exhibit 10.2 FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT This SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by and among Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”), Robert Bosch Gesellschaft mit beschränkter Haftung, based in Stuttgart and entered in

Specimen Unit Certificate of EUSG.

Exhibit 4.3 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3194F 125 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, of par value $0.0001 per share (?Ordinary Shares?), o

Form of Indemnification Agreement with Parent’s directors and executive officers.

Exhibit 10.4 ADS-TEC ENERGY PLC This Deed of Indemnification (“Deed”) is made as of 2021 by and between ads-tec Energy plc, a public limited company incorporated in Ireland (registered number 700539) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”), Ads-Tec Energy GmbH (entered in the commercial register of the Stuttgart Local Court under registered

Filed by ADS-TEC Energy Public Liability Company

Filed by ADS-TEC Energy Public Liability 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.

Warrant Agreement between Continental Stock Transfer & Trust Company and EUSG.

Exhibit 4.6 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of January 26, 2021, is by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company

Specimen Class A Ordinary Share Certificate of EUSG.

Exhibit 4.4 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3194F 109 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. (THE ?COMPANY?) subject

Specimen Warrant Certificate of Parent.

EX-4.2 4 ff42021ex4-2adstecheuro.htm SPECIMEN WARRANT CERTIFICATE OF PARENT. Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ADS-TEC ENERGY PLC Incorporated Under the Laws of Ireland CUSIP G0085J 109 Warrant Certificate This Warrant Certi

Subscription Agreement for Private Warrants between EUSG and ABN AMRO Securities (USA) LLC

Exhibit 10.8.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ABN AMRO Securities (USA) LLC (the “Purchaser”). WHEREAS, the Com

Form of Cash Consideration Transfer Agreement, by and between Bosch Thermotechnik GmbH and ADS-TEC ENERGY PLC.

Exhibit 10.1 FORM OF CASH CONSIDERATION TRANSFER AGREEMENT This CASH CONSIDERATION TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by and between Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”), and ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (“Ir

Form of Subscription Agreement by and between European Sustainable Growth Acquisition Corp., ADS-TEC ENERGY PLC and the subscribers named therein.

Exhibit 10.9 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this , day of August, 2021, by and between European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 367833 (the “Issuer”), ads-tec Energy plc, an Irish public limited company duly i

Form of Amended and Restated Warrant Agreement among EUSG, Parent, and Continental Stock Transfer & Trust Company.

Exhibit 4.7 AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between ADS-TEC ENERGY PLC, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“EUSG”), and Continental Stock Transfer & Trust C

Specimen Warrant Certificate of EUSG.

Exhibit 4.5 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP G3194F 117 Warrant Certificate This Warrant Certificate certifies that , or registered a

Specimen Ordinary Share Certificate of Parent.

Exhibit 4.1 NUMBER SHARES ads-tec ENERGY PUBLIC LIMITED COMPANY INCORPORATED UNDER THE LAWS OF IRELAND ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP G0085J 117 is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE OF $0.0001 EACH OF ads-tec ENERGY PUBLIC LIMITED COMPANY transferable on the books of the Company in person or by duly authorized attor

Subscription Agreement for Private Warrants between EUSG and EarlyBirdCapital, Inc.

Exhibit 10.8.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”). WHEREAS, the Company is

Sponsor Support Agreement, dated August 10, 2021, by and among European Sustainable Growth Acquisition Corp., ads-tec Energy GmbH, LRT Capital1 LLC and LHT Invest AB.

Exhibit 10.3 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 9, 2021 (this “Agreement”), by and among LRT Capital1 LLC, a Delaware limited partnership (the “Sponsor”), LHT Invest AB, a Swedish limited company (“LHT Invest”) (the Sponsor and LHT Invest, collectively, the “Sponsor Parties” and individually, a “Sponsor Party”), ads-tec Energy GmbH, based

Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Issuers’s Registration Statement on Form F-4 (File No. 333-260312).

As filed with the Securities and Exchange Commission on October 18, 2021 Registration No.

Registration Rights Agreement between EUSG and the EUSG initial shareholders.

EX-10.5 14 ff42021ex10-5adstecheuro.htm REGISTRATION RIGHTS AGREEMENT BETWEEN EUSG AND THE EUSG INITIAL SHAREHOLDERS. Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigne

Form of Non-Executive Director Appointment Letter of Parent.

Exhibit 10.16 [Director name] [Address] [Date] Re: ads-tec Energy plc (the ?Company?) Dear [ ? ], I am pleased to confirm that following the recommendation of the nominating committee, the board of directors of the Company (the ?Board?) has approved your appointment as an independent non-executive director of the Company subject to you confirming that you accept the terms and conditions set out in

Form of Registration Rights Agreement among EUSG, Parent, the EUSG initial shareholders, Early BirdCapital, Inc., AB AMRO Securities (USA) LLC, and the ADSE Shareholders.

Exhibit 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], by and among (i) ads-tec energy plc, an Irish public limited company duly incorporated under the laws of Ireland (the ?Company?), (ii) the parties listed on Schedule A hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a

Subscription Agreement for Private Warrants between EUSG and the LRT Capital1 LLC.

Exhibit 10.8.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and LRT Capital1 LLC, a Delaware limited liability company (the ?Purc

Filed by European Sustainable Growth Acquisition Corp.

Filed by European Sustainable Growth Acquisition Corp. 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: ads-tec Energy GmbH Commission File No. 001-39917 ADS-TEC Energy accelerates expansion into the US with establishment of US subsidiary and appointment of Chief Sales Officer · US Subsidiary esta

EUSGU / European Sustainable Growth Acquisition Corp. Unit / Hartree Partners, LP - SCHEDULE 13G Passive Investment

SC 13G 1 e092721a.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 European Sustainable Growth Acquisition Corp. (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G3194F125 (CUSIP Number) 3/2/20211 (Date of Event which Requires Filing of this Statement) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39917 EUROPEAN SUSTAINA

2

Filed by European Sustainable Growth Acquisition Corp. 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: ads-tec Energy GmbH Commission File No. 001-39917 ADS-TEC Energy GmbH Confidentially Submits Draft Registration Statement on Form F-4 in connection with its Proposed Business Combination Agreeme

2

Filed by European Sustainable Growth Acquisition Corp. 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: ads-tec Energy GmbH Commission File No. 001-39917 Press release 09/2021 Nuertingen, 6 September 2021 Minister President Winfried Kretschmann visits ADS-TEC Energy in Nürtingen Innovative technol

2

Filed by European Sustainable Growth Acquisition Corp. 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: ads-tec Energy GmbH Commission File No. 001-39917 On September 6, 2021 the following communications were made available by ADS-TEC Energy GmbH on LinkedIn: ADS-TEC ENERGY GmbH LinkedIn Post Last

Filed by European Sustainable Growth Acquisition Corp.

Filed by European Sustainable Growth Acquisition Corp. 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: ads-tec Energy GmbH Commission File No. 001-39917 On August 13, 2021, Lars Thunell, the Chairman of the Board of Directors of European Sustainable Growth Acquisition Corp. (Nasdaq: EUSG), partic

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): August 10, 2021 European Sustaina

425 1 ea145510-8keuropean.htm CURRENT REPORT Filed by European Sustainable Growth Acquisition Corp. 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: ads-tec Energy GmbH Commission File No. 001-39917 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PUR

ADS-TEC Energy GmbH, a Leading Ultrafast Battery Charging Company, to Become a Publicly Listed Company through Business Combination with European Sustainable Growth Acquisition Corp. ADS-TEC Energy’s Promising Energy Management Technology Platforms E

Exhibit 99.1 ADS-TEC Energy GmbH, a Leading Ultrafast Battery Charging Company, to Become a Publicly Listed Company through Business Combination with European Sustainable Growth Acquisition Corp. ADS-TEC Energy’s Promising Energy Management Technology Platforms Enable Ultrafast Charging Utilizing Existing, and even Low Power, Energy Grid infrastructure Business Combination with EUSG Enables Expans

Sponsor Support Agreement, dated August 10, 2021, by and among European Sustainable Growth Acquisition Corp., ads-tec Energy GmbH, RT Capital1 LLC and LHT Invest AB.

Exhibit 10.3 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 9, 2021 (this “Agreement”), by and among LRT Capital1 LLC, a Delaware limited partnership (the “Sponsor”), LHT Invest AB, a Swedish limited company (“LHT Invest”) (the Sponsor and LHT Invest, collectively, the “Sponsor Parties” and individually, a “Sponsor Party”), ads-tec Energy GmbH, based

M i ta rbei ter k ü r z el ads - tec Energy Investor presentation Au g u s t 2021 M i ta rbei ter k ü r z el Disclaimer This investor presentation (this “Investor Presentation”) has been prepared by ads - tec Energy GmbH (collectively comprising the

EX-99.2 8 ea145510ex99-2european.htm INVESTOR PRESENTATION, DATED AUGUST 11, 2021 Exhibit 99.2 M i ta rbei ter k ü r z el ads - tec Energy Investor presentation Au g u s t 2021 M i ta rbei ter k ü r z el Disclaimer This investor presentation (this “Investor Presentation”) has been prepared by ads - tec Energy GmbH (collectively comprising the operating subsidiaries of ads - tec Energy GmbH referre

Form of Cash Consideration Transfer Agreement, by and between Bosch Thermotechnik GmbH and ads-tec Energy plc.

EX-10.1 3 ea145510ex10-1european.htm FORM OF CASH CONSIDERATION TRANSFER AGREEMENT, BY AND BETWEEN BOSCH THERMOTECHNIK GMBH AND ADS-TEC ENERGY PLC Exhibit 10.1 FORM OF CASH CONSIDERATION TRANSFER AGREEMENT This CASH CONSIDERATION TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by and between Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the W

Form of Share Consideration and Loan Transfer Agreement, by and among Bosch Thermotechnik GmbH, Robert Bosch Gesellschaft mit beschränkter Haftung, ads-tec Holding GmbH and ads-tec Energy plc.

EX-10.2 4 ea145510ex10-2european.htm FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT, BY AND AMONG BOSCH THERMOTECHNIK GMBH, ROBERT BOSCH GESELLSCHAFT MIT BESCHRANKTER HAFTUNG, ADS-TEC HOLDING GMBH AND ADS-TEC ENERGY PLC Exhibit 10.2 FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT This SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by

Business Combination Agreement, dated August 10, 2021, by and among European Sustainable Growth Acquisition Corp., ads-tec Energy plc, EUSG II Corporation, Bosch Thermotechnik GmbH, ads-tec Holding GmbH and ads-tec Energy GmbH.

EX-2.1 2 ea145510ex2-1european.htm BUSINESS COMBINATION AGREEMENT, DATED AUGUST 10, 2021, BY AND AMONG EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PLC, EUSG II CORPORATION, BOSCH THERMOTECHNIK GMBH, ADS-TEC HOLDING GMBH AND ADS-TEC ENERGY GMBH Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PL

Form of Subscription Agreement, by and between European Sustainable Growth Acquisition Corp., ads-tec Energy plc and the subscribers named therein.

EX-10.4 6 ea145510ex10-4european.htm FORM OF SUBSCRIPTION AGREEMENT, BY AND BETWEEN EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PLC AND THE SUBSCRIBERS NAMED THEREIN Exhibit 10.4 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this , day of August, 2021, by and between European Sustainable Growth Acquisition Cor

Form of Subscription Agreement, by and between European Sustainable Growth Acquisition Corp., ads-tec Energy plc and the subscribers named therein.

EX-10.4 6 ea145510ex10-4european.htm FORM OF SUBSCRIPTION AGREEMENT, BY AND BETWEEN EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PLC AND THE SUBSCRIBERS NAMED THEREIN Exhibit 10.4 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this , day of August, 2021, by and between European Sustainable Growth Acquisition Cor

Form of Share Consideration and Loan Transfer Agreement, by and among Bosch Thermotechnik GmbH, Robert Bosch Gesellschaft mit beschränkter Haftung, ads-tec Holding GmbH and ads-tec Energy plc.

EX-10.2 4 ea145510ex10-2european.htm FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT, BY AND AMONG BOSCH THERMOTECHNIK GMBH, ROBERT BOSCH GESELLSCHAFT MIT BESCHRANKTER HAFTUNG, ADS-TEC HOLDING GMBH AND ADS-TEC ENERGY PLC Exhibit 10.2 FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT This SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by

ADS-TEC Energy GmbH, a Leading Ultrafast Battery Charging Company, to Become a Publicly Listed Company through Business Combination with European Sustainable Growth Acquisition Corp. ADS-TEC Energy’s Promising Energy Management Technology Platforms E

EX-99.1 7 ea145510ex99-1european.htm PRESS RELEASE, DATED AUGUST 11, 2021 Exhibit 99.1 ADS-TEC Energy GmbH, a Leading Ultrafast Battery Charging Company, to Become a Publicly Listed Company through Business Combination with European Sustainable Growth Acquisition Corp. ADS-TEC Energy’s Promising Energy Management Technology Platforms Enable Ultrafast Charging Utilizing Existing, and even Low Power

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 ea145510-8keuropean.htm CURRENT REPORT 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): August 10, 2021 European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39

Business Combination Agreement, dated as of August 10, 2021, by and among European Sustainable Growth Acquisition Corp., ADS-TEC ENERGY PLC, EUSG II Corporation, Bosch Thermotechnik GmbH, ads-tec Holding GmbH and ads-tec Energy GmbH (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (File No. 333-260312)).

EX-2.1 2 ea145510ex2-1european.htm BUSINESS COMBINATION AGREEMENT, DATED AUGUST 10, 2021, BY AND AMONG EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PLC, EUSG II CORPORATION, BOSCH THERMOTECHNIK GMBH, ADS-TEC HOLDING GMBH AND ADS-TEC ENERGY GMBH Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PL

Sponsor Support Agreement, dated August 10, 2021, by and among European Sustainable Growth Acquisition Corp., ads-tec Energy GmbH, RT Capital1 LLC and LHT Invest AB.

EX-10.3 5 ea145510ex10-3european.htm SPONSOR SUPPORT AGREEMENT, DATED AUGUST 10, 2021, BY AND AMONG EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY GMBH, RT CAPITAL1 LLC AND LHT INVEST AB Exhibit 10.3 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 9, 2021 (this “Agreement”), by and among LRT Capital1 LLC, a Delaware limited partnership

M i ta rbei ter k ü r z el ads - tec Energy Investor presentation Au g u s t 2021 M i ta rbei ter k ü r z el Disclaimer This investor presentation (this “Investor Presentation”) has been prepared by ads - tec Energy GmbH (collectively comprising the

EX-99.2 8 ea145510ex99-2european.htm INVESTOR PRESENTATION, DATED AUGUST 11, 2021 Exhibit 99.2 M i ta rbei ter k ü r z el ads - tec Energy Investor presentation Au g u s t 2021 M i ta rbei ter k ü r z el Disclaimer This investor presentation (this “Investor Presentation”) has been prepared by ads - tec Energy GmbH (collectively comprising the operating subsidiaries of ads - tec Energy GmbH referre

Form of Cash Consideration Transfer Agreement, by and between Bosch Thermotechnik GmbH and ads-tec Energy plc.

EX-10.1 3 ea145510ex10-1european.htm FORM OF CASH CONSIDERATION TRANSFER AGREEMENT, BY AND BETWEEN BOSCH THERMOTECHNIK GMBH AND ADS-TEC ENERGY PLC Exhibit 10.1 FORM OF CASH CONSIDERATION TRANSFER AGREEMENT This CASH CONSIDERATION TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by and between Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39917 EUROPEAN SUSTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39917 Commission File Number (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: April 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on F

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0121europeansustain.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Financial Statements and Exhibits, Other Events

8-K 1 ea137118-8keuropeansust.htm CURRENT REPORT 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): March 5, 2021 European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-

European Sustainable Growth Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing March 10, 2021

Exhibit 99.1 European Sustainable Growth Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing March 10, 2021 NEW YORK ?(BUSINESS WIRE) ? European Sustainable Growth Acquisition Corp. (NASDAQ: EUSGU) (the ?Company?) announced that, commencing March 10, 2021, holders of the units sold in the Company?s initial public offering may elect to separately

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): February 1, 2021 (January 26, 2021) European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39917 N/A (State or other j

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statements for European Sustainable Growth Acquisition Corp.: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of European Sustainable Growth Acquisition Corp. Opinio

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): January 26, 2021 (January 21, 2021) European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39917 N/A (State or other j

Business Combination Marketing Agreement, dated January 21, 2021, by and between the Company, EBC and ABN AMRO. (1)

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 January 21, 2021 European Sustainable Growth Acquisition Corp. 73 Arch Street Greenwich, CT 06830 Attn: Pieter Taselaar, CEO Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyB

Warrant Agreement, dated January 26, 2021, by and between the Company and CST, as warrant agent. (1)

EX-4.1 5 ea133858ex4-1european.htm WARRANT AGREEMENT, DATED JANUARY 26, 2021, BY AND BETWEEN THE COMPANY AND CST, AS WARRANT AGENT Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 26, 2021, is by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a

Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Company and EBC. (1)

EX-10.5.2 11 ea133858ex10-5iieuropean.htm PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED JANUARY 26, 2021, BY AND BETWEEN THE COMPANY AND EBC Exhibit 10.5.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainabl

European Sustainable Growth Acquisition Corp. Announces Pricing of $125 Million Initial Public Offering

EX-99.1 13 ea133858ex99-1european.htm PRESS RELEASE, DATED JANUARY 21, 2021 Exhibit 99.1 European Sustainable Growth Acquisition Corp. Announces Pricing of $125 Million Initial Public Offering January 21, 2021 5:00 PM Eastern Standard Time NEW YORK-(BUSINESS WIRE)—European Sustainable Growth Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 12,500,000

Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Company and ABN AMRO. (1)

Exhibit 10.5.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ABN AMRO Securities (USA) LLC (the “Purchaser”). WHEREAS, the Com

Administrative Support Agreement, dated January 26, 2021, by and between the Company and the Sponsor. (1)

Exhibit 10.4 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. 73 Arch Street, 3rd Floor Greenwich, CT 06830 January 26, 2021 LRT Capital1 LLC 789 Crandon Blvd., PH1 Key Biscayne, FL 33149 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC

Letter Agreement, dated January 26, 2021, by and among the Company, its officers, its directors and the Sponsor. (1)

Exhibit 10.1 January 26, 2021 European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between European Sustainable Growth Acquisition Corp., a Caym

Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Company and the Sponsor. (1)

Exhibit 10.5.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, a Delaware limited liability company (the “Purc

Investment Management Trust Agreement, dated January 26, 2021, by and between the Company and CST, as trustee. (1)

EX-10.2 7 ea133858ex10-2european.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JANUARY 26, 2021, BY AND BETWEEN THE COMPANY AND CST, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021, by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (t

Amended and Restated Memorandum and Articles of Association. (1)

EX-3.1 4 ea133858ex3-1european.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. (adopted by special resolution dated 19 JANUARY 2021 and effective on 21 JANUARY 2021) THE COMPANIES A

Underwriting Agreement, dated January 21, 2021, by and between the Company and EBC, as representative of the several underwriters. (1)

Exhibit 1.1 12,500,000 Units EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January 21, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirm

European Sustainable Growth Acquisition Corp. Announces Closing of $125 Million Initial Public Offering

EX-99.2 14 ea133858ex99-2european.htm PRESS RELEASE, DATED JANUARY 26, 2021 Exhibit 99.2 European Sustainable Growth Acquisition Corp. Announces Closing of $125 Million Initial Public Offering January 26, 2021 NEW YORK-(BUSINESS WIRE)—European Sustainable Growth Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of 12,500,000 units at a price of $10.00 per

Registration Rights Agreement, dated January 26, 2021, by and between the Company, the Sponsor, EBC and ABN AMRO. (1)

EX-10.3 8 ea133858ex10-3european.htm REGISTRATION RIGHTS AGREEMENT, DATED JANUARY 26, 2021, BY AND BETWEEN THE COMPANY, THE SPONSOR, EBC AND ABN AMRO Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (th

$125,000,000 European Sustainable Growth Acquisition Corp. 12,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251888 $125,000,000 European Sustainable Growth Acquisition Corp. 12,500,000 Units European Sustainable Growth Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorgan

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 European Sustainable Growth Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No

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EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 January 19, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: European Sustainable Growth Acquisition Corp. Registration Statement on Form S-1 Registration No. 333-251888 Ladies and Gentlemen: In connection with the Registration Statement

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is enga

- AMENDMENT NO. 1 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on January 19, 2021 Registration No. 333-251888 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or oth

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European Sustainable Growth Acquisition Corp. 37 Arch Street, 3rd Floor Greenwich, CT 06830 January 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: European Sustainable Growth Acquisition Corp. Registration Statement on Form S-1, as amended Filed January 4, 2021 File No. 333-251888 Dear Ms. Gorman: Pursuant to Rule 4

Form of Indemnity Agreement*

EX-10.8 19 fs12020ex10-8european.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on , 2021. Between: (1) European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company with its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”);

Form of Warrants Purchase Agreement between the Registrant and the Underwriters*

EX-10.7 18 fs12020ex10-7european.htm FORM OF WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE UNDERWRITERS Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Isla

Promissory Note, dated November 16, 2020, issued to LRT Capital1 LLC*

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Specimen Unit Certificate*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3194F 125 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, of par value $0.0001 per share (“Ordinary Shares”), o

Code of Ethics*

Exhibit 14 FORM OF CODE OF ETHICS OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.

Power of Attorney (included on signature page to the initial filing of this Registration Statement*

S-1 1 fs12020europeansustain.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on January 4, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Sustainable Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman

Specimen Ordinary Share Certificate*

EX-4.2 7 fs12020ex4-2european.htm SPECIMEN ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3194F 109 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF

Form of Business Combination Marketing Agreement*

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2021 European Sustainable Growth Acquisition Corp. 73 Arch Street Greenwich, CT 06830 Attn: Pieter Taselaar, CEO Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital

Form of Letter Agreement among the Registrant and its officers, directors and LRT Capital1 LLC*

Exhibit 10.2 , 2021 European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands

Form of Underwriting Agreement*

Exhibit 1.1 12,500,000 Units EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agre

Form of Administrative Services Agreement between the Registrant and LRT Capital1 LLC*

EX-10.9 20 fs12020ex10-9european.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND LRT CAPITAL1 LLC Exhibit 10.9 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. 73 Arch Street, 3rd Floor Greenwich, CT 06830 , 2021 LRT Capital1 LLC 789 Crandon Blvd., PH1 Key Biscayne, FL 33149 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Europ

Consent of Lars Thunell*

Exhibit 99.3 CONSENT OF LARS THUNELL European Sustainable Growth Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being n

Form of Compensation Committee Charter*

EX-99.2 24 fs12020ex99-2european.htm COMPENSATION COMMITTEE CHARTER Exhibit 99.2 EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), shall have responsibility for the compensation of the Compa

Form of Audit Committee Charter*

Exhibit 99.1 EUROPEAN SUSTAINABLE GROWTH ACUIQISTION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the fi

Specimen Warrant Certificate*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP G3194F 117 Warrant Certificate This Warrant Certificate certifies that , or registered a

Form of Registration Rights Agreement between Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). RECITAL

Consent of Wilco Jiskoot*

Exhibit 99.5 CONSENT OF WILCO JISKOOT European Sustainable Growth Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

Securities Subscription Agreement, November 16, 2020, between the Registrant and LRT Capital1 LLC*

Exhibit 10.5 European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830 November 16, 2020 LRT Capital1 LLC 789 Crandon Blvd., PH1 Key Biscayne, FL 33149 RE: Securities Subscription Agreement Ladies and Gentlemen: European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer LRT Capital1 LLC, a Delaw

Form of Amended and Restated Memorandum and Articles of Association*

EX-3.2 5 fs12020ex3-2european.htm FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Re

Form of Warrants Purchase Agreement between the Registrant and LRT Capital1 LLC*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, a Delaware limited liability company (the “Purchaser”). W

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form

Consent of Elaine Weidman Grunewald*

EX-99.4 26 fs12020ex99-4european.htm CONSENT OF ELAINE WEIDMAN GRUNEWALD Exhibit 99.4 CONSENT OF ELAINE WEIDMAN GRUNEWALD European Sustainable Growth Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 und

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is enga

Memorandum and Articles of Association*

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. 1 The name of the Company is European Sustainable Growth Acqu

European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830

Exhibit 10.5 European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830 November 16, 2020 LRT Capital1 LLC 789 Crandon Blvd., PH1 Key Biscayne, FL 33149 RE: Securities Subscription Agreement Ladies and Gentlemen: European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer LRT Capital1 LLC, a Delaw

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This confidential draft submission is being submitted confidentially to the U.S. Securities and Exchange Commission on November 27, 2020, and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Sustainable Growth Acquis

THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES M

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. 1 The name of the Company is European Sustainable Growth Acqu

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY