Carbon Revolution Public Ltd Co 6-K, filed Jul 25, 2025
Carbon Revolution Public Ltd Co (CREVF)
6-K
2025-07-25
For: 2025-07-25
View Original
Added on
April 06, 2026
About this 6-K
Carbon Revolution Public Ltd Co filed this 6-K on July 25, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2025
Commission File Number: 001-41856
Carbon Revolution Public Limited Company
(Exact name of registrant as specified in its charter)
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F:
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Form 20-F
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Form 40-F
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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
As previously disclosed, Carbon Revolution Public Limited Company (the “Company”) entered into agreements for a Structured Equity Facility (the “OIC Financing”) for up to US$110 million in funding, subject to satisfying
various conditions precedent to each tranche of funding. The initial gross proceeds of US$35 million were received by the Company on November 3, 2023 pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and among the
Company and the fund vehicles affiliated with Orion Infrastructure Capital (“OIC” and, collectively, the “OIC Investors”) party thereto, an additional US$35 million was funded into an escrow account and subsequently released upon the satisfaction
of certain conditions, and a further $40 million was subject to funding upon the achievement of certain conditions to be determined.
As previously disclosed, on May 23, 2023, Carbon Revolution Operations Pty Ltd., an Australian private limited company and indirect wholly-owned subsidiary of the Company (“Carbon Revolution Operations”), entered into a
Trust Indenture by and between Carbon Revolution Operations and UMB Bank, National Association, as trustee (the “Trustee”, and such Trust Indenture, as amended by the First Supplemental Indenture thereto, dated September 11, 2023, the Second
Supplemental Indenture thereto, dated May 24, 2024, the Third Supplemental Indenture, dated June 21, 2024, and the Fourth Supplement Indenture, dated December 20, 2024, the “Indenture”). The Indenture and the Series 2023-A Notes issued to lenders
(the “Existing Lenders”) thereunder were executed and issued pursuant to the US$60 million New Debt Program arranged by PIUS Limited LLC and its affiliates.
As previously disclosed, on December 20, 2024, the OIC Investors agreed to amend the Securities Purchase Agreement to facilitate funding US$25 million of the remaining $40 million upon satisfaction of certain conditions,
agreed upon and set forth in such amendment, in exchange for interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payable in-kind and the issuance of Fixed Rate Senior Notes, Series 2025-A Notes (the
“Series 2025-A Notes”) pursuant to the Indenture, and the Indenture and related documents under the New Debt Program were amended to facilitate the release to Carbon Revolution Operations of an aggregate of US$2 million from the payment reserve
fund established under the New Debt Program, in equal installments of US$400,000 as additional term advances simultaneously with each $5 million tranche of funding under the above-mentioned amendments to the Securities Purchase Agreement, in
exchange for interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payable in-kind. Upon redemption or maturity of the Series 2025-A Notes, Carbon Revolution Operations is required to pay the holders
thereof an exit premium equal to 2.0 times the amount funded or released in exchange for such notes minus any cash interest or principal payments or fee payments thereon. The same exit premium also applies in relation to the up to US$2 million
funds that are released from the payment reserve fund.
Pursuant to such amendments, as previously disclosed, on December 20, 2024, January 21, 2025, March 7, 2025 and May 9, 2025 an aggregate of US$20 million was funded in exchange for interest payable thereon at the rate
described above and the issuance to the OIC Investors of US$20 million aggregate principal amount of Series 2025-A Notes and the simultaneous release from the payment reserve fund for the Existing Lenders of an aggregate of US$1.6 million as
additional term advances in exchange for interest payable thereon at the rate described above.
On July 21, 2025, upon the satisfaction of the conditions to the release of a fifth and final installment of the aggregate of $25 million for which the conditions were agreed upon in December 2024, US$5 million was funded
in exchange for interest payable thereon at the rate described above and the issuance to the OIC Investors of US$5 million aggregate principal amount of Series 2025-A Notes, and the simultaneous release from the payment reserve fund of US$400,000
as an additional term advance in exchange for interest payable thereon at the rate described above. Additionally, as required in respect of each US$5.4 million tranche of funding to be released under the above amendments agreed on December 20, 2024
(incorporating US$5 million released by the OIC Investors and US$400,000 released from the payment reserve fund under the New Debt Program), the OIC Investors (4.63%) and the Existing Lenders (0.37%) were issued penny warrants to purchase an
aggregate number of shares equal to 5.0% of the Company’s shares outstanding, determined on a “Fully-Diluted Basis” in the same manner as applicable to the existing warrants previously issued to the OIC Investors, and otherwise containing
substantially the same terms as the warrants issued to the OIC Investors in prior reserve releases. Giving effect to such issuance, the OIC Investors hold penny warrants to purchase an aggregate number of shares equal to 60.99% of the Company’s
shares outstanding, and the Existing Investors hold penny warrants to purchase an aggregate number of shares equal to 1.85% of the Company’s shares outstanding, determined on a “Fully-Diluted Basis”.
As previously disclosed, after the issuance of the Series 2025-A Notes in the amount of US$25 million to the OIC Investors and the release of the US$2 million from the payment reserve fund under the New Debt Program, each
holder of Series 2023-A Notes agreed to waive cash interest not to exceed an aggregate of US$3 million (the “Cash Interest Suspension Period”) in exchange for the Trustee receiving payments in kind in an amount equal to such waived cash interest
plus interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payable in-kind for the benefit of the holders of the Series 2023-A Notes, and the OIC Investors also agreed to waive cash interest on the Series
2024-A Notes and the Series 2025-A Notes, on the same terms, for the same period.
The Cash Interest Suspension Period commenced concurrently with the release of the fifth and final installment of funding for which the conditions were agreed in December 2024. It is expected that the Cash Interest
Suspension Period will continue for approximately six months and save Carbon Revolution Operations approximately US$6 million in cash interest payments during such period.
Giving effect to the receipt of the net proceeds of the issuance of the first four tranches of US$5 million of Series 2025-A Notes and US$400,000 reserve release each on December 20, 2024, January 21, 2025, March 7, 2025
and May 9, 2025, and upon receipt of the funds for the fifth tranche on July 21, 2025 the Company had approximately US$6.6 million of unrestricted cash and approximately US$2.4 million of restricted cash.
The fifth installment of funding for which the conditions were agreed in December 2024 is the final tranche of OIC funding for which there are agreed upon conditions. As a result of a decline in the volume of wheels
ordered or projected to be ordered by certain customers, the Company has revised its revenue forecasts downward and slowed its short-term expansion plans. As a result of the decline in revenue forecasts and delays in receipt of certain customer
payments, the Company expects that it may need to obtain additional funding within the next quarter. The Company is in discussions with the OIC Investors regarding potential additional funding, including access to the
remaining funding under the Securities Purchase Agreement for which the amounts and conditions to the receipt thereof remain subject to future negotiation, and the Company is also exploring other potential financing transactions. The Company makes no assurances that it will be able to secure any such funding on satisfactory terms, or at all.
On July 25, 2025, the Company issued a press release announcing the final funding release. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No.
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Description
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Press Release dated July 25, 2025
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SIGNATURES
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, thereunto duly authorized.
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Carbon Revolution Public Limited Company
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Date: July 25, 2025
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By:
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/s/ David Nock
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Name:
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David Nock
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Title:
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General Counsel
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Exhibit 99.1
Carbon Revolution Secures Final Release of $5m Million from OIC and Final
$0.4 Million Reserve Release from Existing Lenders
Geelong, Australia, July 25, 2025 (GLOBAL NEWSWIRE) -- Carbon Revolution plc (Nasdaq: CREV) (the “Company”), a Tier 1 OEM supplier and the leading global manufacturer of lightweight advanced technology automotive carbon fiber wheels, today
announced that Orion Infrastructure Capital ("OIC") has released US$5 million of the US$25 million facility announced on December 23, 2024. As a result of this release, the full US$25 million facility has now been released.
Concurrent with this US$5 million tranche, lenders under the US$60 million PIUS loan entered into in May 2023 (“Existing Noteholders”) have also released the final US$400,000 of existing loan reserves, taking reserves released to US$2 million. In
connection with this funding tranche, the Company will issue to OIC and Existing Noteholders, penny warrants to purchase an aggregate number of shares equal to 5.0% of the Company’s shares outstanding.
Following this combined US$27 million of funding, both OIC and the Existing Noteholders have agreed to partial payment in kind, in lieu of cash, for certain interest payments for a period of approximately six months.
The Company has a number of new programs entering, or expected to enter, production in the near-term, however as a result of a decline in the volume of wheels ordered or projected to be ordered by certain customers, the Company has revised its
revenue forecasts downward and slowed its short-term expansion plans. As a result of the decline in revenue forecasts and delays in receipt of certain customer payments, the Company expects that it may need to obtain additional funding within
the next quarter. The Company is in discussions with OIC regarding potential additional funding, including access to the remaining funding under the Securities Purchase Agreement for which the amounts and conditions to the receipt thereof remain
subject to future negotiation, and is also exploring other potential financing transactions. The Company makes no assurances that it will be able to secure any such funding on satisfactory terms, or at all.
– ENDS –
About Carbon Revolution plc
Carbon Revolution plc (Nasdaq: CREV) (the “Company” or “Carbon Revolution”) is the parent of Carbon Revolution Pty Ltd, an early-stage growth company which has successfully innovated, commercialized and
industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. The Company has progressed from single prototypes to designing and manufacturing lightweight wheels for cars and SUVs in the high performance,
premium and luxury segments, for the world’s most prestigious automotive brands. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers
around the world.
For more information, visit carbonrev.com
Forward Looking Statements
All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use
of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar
expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the future
financial performance, business strategies, financings and expectations for the Company’s business. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Carbon
Revolution’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and
circumstances are beyond the control of Carbon Revolution.
These forward-looking statements are subject to a number of risks and uncertainties, including (i) the ability to maintain the listing of Carbon Revolution’s securities on Nasdaq or any other exchange on which such
securities may be listed in the future; (ii) the failure to realize the benefits of being listed on a U.S. securities exchange and publicly-traded in the United States; (iii) Carbon Revolution's liquidity, including its ability to pay its
obligations and to issue equity, refinance its indebtedness or otherwise obtain financing at all or on acceptable terms, (iv) risks related to its ability to meet financial covenants and other key covenants under existing financing arrangements or
to obtain waivers or forbearance from compliance with such covenants, which could result in the acceleration of outstanding indebtedness, (v) changes in domestic and foreign business, market, financial, political and legal conditions; (vi) risks
related to the rollout of Carbon Revolution’s business strategy and the timing of expected business milestones; (vii) the effects of competition on Carbon Revolution’s future business and the ability of the combined company to grow and manage
growth, establish and maintain relationships with customers and retain its management and key employees; (viii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine and conflicts in the
Middle East; (ix) the outcome of any legal proceedings that may be instituted against Carbon Revolution; (x) the impact of pandemic and governmental responses on any of the foregoing risks; (xi) risks related to Carbon Revolution’s industry; (xii)
changes in laws and regulations; and (xiii) those factors discussed in the documents Carbon Revolution filed with the SEC, including Carbon Revolution’s Annual Report on Form 20-F.
If any of these risks materialize or Carbon Revolution’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks
that Carbon Revolution does not presently know or that Carbon Revolution currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect Carbon Revolution’s expectations, plans or forecasts of future events and views as of the date of this communication. Carbon Revolution anticipates that subsequent events and developments will cause Carbon Revolution’s
assessments to change. However, while Carbon Revolution may elect to update these forward-looking statements at some point in the future, Carbon Revolution specifically disclaims any obligation to do so, unless required by applicable law. These
forward-looking statements should not be relied upon as representing Carbon Revolution’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
For further information, please contact:
Investors
Investors@carbonrev.com
Media
Media@carbonrev.com