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- F-4 Registration of securities (foreign)
- 3.2 Memorandum and Articles of Association of Eusg
- 4.1 Parent Ordinary Share Specimen
- 4.2 Specimen Warrant Certificate of Parent.
- 4.3 Specimen Unit Certificate of Eusg.
- 4.4 Specimen Class a Ordinary Share Certificate of Eusg.
- 4.5 Specimen Warrant Certificate of Eusg.
- 4.6 Warrant Agreement Between Continental Stock Transfer & Trust Company and Eusg
- 4.7 Form of Amended and Restated Warrant Agreement Among Eusg, Parent, and Continental Stock Transfer & Trust Company
- 10.1 Form of Cash Consideration Transfer Agreement, by and Between Bosch Thermotechnik GMBH and Ads-tec Energy PLC.
- 10.2 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.
- 10.3 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.
- 10.4 Form of Indemnification Agreement with Parent's Directors and Executive Officers
- 10.5 Registration Rights Agreement Between Eusg and the Eusg Initial Shareholders.
- 10.6 Registration Rights Agreement
- 10.7 Form of Lock-up Agreement Among Parent, LRT CAPITAL1 LLC, Earlybirdcapital, Inc.,ab Amro Securities (Usa) LLC, LHT Invest Ab, Ads-tech Holding GMBH, and Bosch Thermotechnik GMBH
- 10.8.1 Subscription Agreement for Private Warrants Between Eusg and the LRT CAPITAL1 LLC
- 10.8.2 Subscription Agreement for Private Warrants Between Eusg and Earlybirdcapital, Inc
- 10.8.3 Subscription Agreement for Private Warrants Between Eusg and Abn Amro Securities (Usa) LLC
- 10.9 Form of Subscription Agreement by and Between European Sustainable Growth Acquisition Corp., Ads-tec Energy PLC and the Subscribers Named Therein
- 10.16 Form of Non-executive Director Appointment Letter of Parent
- 23.1 Onsent of Marcum LLP (Eusg)
- 23.2 Consent of Marcum LLP
- 8 Dec 21 EFFECT Notice of effectiveness
- 7 Dec 21 424B3 Prospectus supplement
- 26 Nov 21 F-4/A Registration of securities (foreign) (amended)
- 10 Nov 21 F-4/A Registration of securities (foreign) (amended)
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18 Oct 21 F-4 Registration of securities (foreign)
Exhibit 23.2
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of ADS-TEC Energy Public Limited Company on Form F-4 of our report dated November 27, 2020 which includes an explanatory paragraph as to European Sustainable Growth Acquisition Corp.’s ability to continue as a going concern, with respect to our audit of the financial statements of European Sustainable Growth Acquisition Corp. as of November 16, 2020 and for the period from November 10, 2020 (inception) through November 16, 2020 which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
October 18, 2021