Turbo Energy, S.A 6-K, filed Sep 29, 2026
Turbo Energy, S.A. (TURB)
About this 6-K
Turbo Energy, S.A filed this 6-K on September 29, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
(Name of Registrant)
Plaza de América 2, 4AB
Valencia, Spain 46004
(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.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Turbo Energy, S.A. (“Turbo Energy” or the “Company”), a company organized under the laws of the Kingdom of Spain, is furnishing this Report on Form 6-K to disclose its unaudited interim consolidated financial results for the six months ended June 30, 2026, and to provide an update on its recent business developments.
1
The following exhibits are attached. Also attached hereto and furnished herewith as Exhibit 101 are the Consolidated Interim Financial Statements as of June 30, 2026 (Unaudited) formatted in XBRL (eXtensible Business Reporting Language), consisting of the following sub-exhibits:
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Interim Consolidated Financial Statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 | |
| 99.3 | Press Release titled “Turbo Energy Delivers Record First-Half 2026 Revenue and Swings to Positive Operating Income” dated September 29, 2026 | |
| EX-101 INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| EX-101 SCH | Inline XBRL Taxonomy Extension Schema Document | |
| EX-101 CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| EX-101 DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| EX-101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| EX-101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURBO ENERGY, S.A. | ||
| Date: September 29, 2026 | By: | /s/ Mariano Soria |
| Mariano Soria | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
TURBO ENERGY, S.A.
Condensed Interim Consolidated Financial Statements
For the six months ended June 30, 2026 and 2025
(Unaudited)
(Expressed in Euro)
INDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-1
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited)
(Expressed in Euro)
| June 30, | December 31, | |||||||||||
| As at | Note | 2026 | 2025 | |||||||||
| Assets | ||||||||||||
| Current | ||||||||||||
| Cash and cash equivalent | 2 | € | € | |||||||||
| Accounts receivable and other receivables | 4 | |||||||||||
| Inventories | 5 | |||||||||||
| Amount due from related parties | 11 | |||||||||||
| Prepaid expense | 6 | |||||||||||
| Investments | 7 | |||||||||||
| Total Current Assets | ||||||||||||
| Non- Current Assets | ||||||||||||
| Property and equipment, net | 8 | |||||||||||
| Intangible assets, net | 9 | |||||||||||
| Right-of-use assets | 16 | |||||||||||
| Deferred tax assets | ||||||||||||
| Total Assets | € | € | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 10 | € | € | |||||||||
| Accrued interest payable | 12 | |||||||||||
| Accrued interest payable - related party | 11 | |||||||||||
| Amount due to related parties | 11 | |||||||||||
| Lease liabilities - current portion | 16 | |||||||||||
| Bank loans - current portion | 13 | |||||||||||
| Debt bond - current portion | 12 | |||||||||||
| Total Current Liabilities | ||||||||||||
| Non-Current Liabilities | ||||||||||||
| Lease liabilities | 16 | |||||||||||
| Bank loans | 13 | |||||||||||
| Deferred tax liabilities | ||||||||||||
| Debt bond - noncurrent portion | 12 | |||||||||||
| Total Liabilities | ||||||||||||
| Shareholders’ Equity | ||||||||||||
| Share Capital | 14 | |||||||||||
| Additional paid in capital | 14 | |||||||||||
| Reserve | 15 | |||||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||||||
| Total Shareholders’ Equity | ||||||||||||
| Total Liabilities and Shareholders’ Equity | € | € | ||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-2
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Operations
(Unaudited)
(Expressed in Euro)
| Six Months Ended June 30, | ||||||||||||
| Note | 2026 | 2025 | ||||||||||
| Revenue | 18 | € | € | |||||||||
| Revenue - related parties | 11,18 | |||||||||||
| Other operating income | ||||||||||||
| Total Revenue | ||||||||||||
| Cost and Expenses | ||||||||||||
| Cost of revenues | 19 | |||||||||||
| Selling and administrative | 20 | |||||||||||
| Selling and administrative - related parties | 11,20 | |||||||||||
| Salaries and benefits | ||||||||||||
| Salaries and benefits - related parties | 11 | |||||||||||
| Bad debt expense | 4 | |||||||||||
| Total Cost and Expenses | ||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||
| Other Income (Expense) | ||||||||||||
| Other income | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||
| Interest expense - related party | ( | ) | ( | ) | ||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ||||||||
| Net Income (Loss) Before Income Tax | ( | ) | ||||||||||
| Income tax Expense (Recovery) | ||||||||||||
| - Current | ||||||||||||
| - Deferred | ||||||||||||
| Net Income (Loss) | € | € | ( | ) | ||||||||
| Basic Net Income (Loss) per Ordinary Share | € | € | ( | ) | ||||||||
| Diluted Net Income (Loss) per Ordinary Share | € | € | ( | ) | ||||||||
| Weighted Average Number of Ordinary Shares Outstanding - Basic | ||||||||||||
| Weighted Average Number of Ordinary Shares Outstanding - Diluted | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-3
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
(Expressed in Euro)
Six months ended June 30, 2026
| Note | Number of Outstanding Shares |
Share Capital |
Additional Paid In Capital |
Reserve | Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||
| Balance, December 31, 2025 | € | € | € | € | ( | ) | € | |||||||||||||||||||
| Issuance of common stock | 13 | |||||||||||||||||||||||||
| Stock-based compensation | 2 | - | ||||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||||
| Balance, June 30, 2026 | € | € | € | € | ( | ) | € |
Six months ended June 30, 2025
| Note | Number of Outstanding Shares |
Share Capital |
Additional Paid In Capital |
Reserve | Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||
| Balance, December 31, 2024 | € | € | € | € | ( | ) | € | |||||||||||||||||||
| Stock based compensation | 2 | - | ||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Balance, June 30, 2025 | € | € | € | € | ( | ) | € |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-4
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in Euro)
| Six Months Ended June 30, | ||||||||||||
| Note | 2026 | 2025 | ||||||||||
| Cash Provided by (Used in) | ||||||||||||
| Operating Activities | ||||||||||||
| Net income (loss) before income tax | € | € | ( | ) | ||||||||
| Items not affecting cash: | ||||||||||||
| Stock-based compensation | 2 | |||||||||||
| Bad debt expense | 4 | |||||||||||
| Depreciation of property and equipment | 8 | |||||||||||
| Amortization of intangible assets | 9 | |||||||||||
| Amortization of right-of-use assets | 16 | |||||||||||
| Accretion of lease liabilities | 16 | |||||||||||
| Gain on lease cancellation | 16 | ( | ) | |||||||||
| Changes in non-cash working capital items: | ||||||||||||
| Inventories | 5 | ( | ) | ( | ) | |||||||
| Accounts receivable and other receivables | 4 | ( | ) | |||||||||
| Deferred tax assets | 17 | |||||||||||
| Due from related parties | 11 | ( | ) | |||||||||
| Due to related parties | 11 | ( | ) | ( | ) | |||||||
| Prepaid expense | 6 | ( | ) | ( | ) | |||||||
| Accounts payable and accrued liabilities | 10 | ( | ) | ( | ) | |||||||
| Accrued interest payable | 12 | ( | ) | |||||||||
| Accrued interest payable - related party | 11 | |||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||||
| Investing Activities | ||||||||||||
| Purchase of equipment | 8 | ( | ) | |||||||||
| Purchase of intangible assets | 9 | ( | ) | ( | ) | |||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||||
| Financing Activities | ||||||||||||
| Net proceed from Issuance of common stock through public offering | 13 | |||||||||||
| Proceeds from debt bond | 12 | |||||||||||
| Repayment of debt bond | 12 | ( | ) | ( | ) | |||||||
| Repayment of bank loans | 13 | ( | ) | |||||||||
| Net proceeds (repayment) from lines of credit | 13 | |||||||||||
| Repayment of lease liabilities | 16 | ( | ) | ( | ) | |||||||
| Payments to related parties | 11 | ( | ) | ( | ) | |||||||
| Proceeds from related parties | 11 | |||||||||||
| Net cash provided by financing activities | ||||||||||||
| Net change in cash | ( | ) | ||||||||||
| Cash - beginning of period | ||||||||||||
| Cash - end of period | € | € | ||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-5
TURBO ENERGY, S.A.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in Euro)
NOTE 1 – ENTITY INFORMATION
Turbo Energy, S.A. (the “Company) was incorporated under the name of Distritech Solutions S.L. on September 18, 2013 under the laws of the Kingdom of Spain. The Company then changed its name to Solar Rocket S.L. on October 7, 2013. On April 8, 2021, Solar Rocket S.L. merged with a Spanish corporation Turbo Energy S.L.U. Turbo Energy S.L.U then became a wholly owned subsidiary of Solar Rocket S.L. This merger was approved by the Board of Directors of both companies. Following the merger, the Company changed its name to Turbo Energy S.L. on April 8, 2021. On February 8, 2023, we transformed the Company from a Spanish unipersonal limited company to a Spanish limited stock company. As such, our Company’s name was changed to Turbo Energy, S.A.
The corporate purpose of the Company, in accordance with its bylaws, consists of the acquisition, distribution and sale of electrical and electronic material for the development of renewable energy projects, such as solar panels, inverters, chargers, regulators, batteries and structures, among others. We design, develop and distribute equipment for the generation, management and storage of photovoltaic energy. Our energy storage products are managed from the cloud and through the inverter of the installation by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity costs and protect the installation from power outages. Historically, we have primarily sold inverters, batteries and photovoltaic modules to installers and other distributors for residential consumers located in Spain; however, since 2022, we have shifted our focus on developing and commercializing all-in-one, AI-optimized solar energy storage systems under the brand name SUNBOX with applications in the global residential (SUNBOX Home and SUNBOX Home Lite), commercial and industrial (SUNBOX Industry) and utility-scale (SUNBOX Utility) markets.
The Company is part of the Umbrella Global Energy, S.A., whose main shareholder is Crocodile Investment, S.L.U, (hereinafter, the ultimate partner), with registered office in Valencia. The majority shareholder of the Turbo Energy, S.A is Umbrella Global Energy, S.A. (hereinafter, the majority shareholder), which is part of the Umbrella Global Energy Group.
On November 8, 2022, Turbo Energy S.A. with the purpose to develop a new business in the field of self-consumption of electricity, acquired
On September 21, 2023, Turbo Energy, S.A. entered into an Underwriting Agreement with Titan Partners Group, a division of American Capital Partners, LLC, and Boustead Securities, LLC as the as the representative (“Representative”) of the underwriters named on Schedule 1 thereto, relating to the Company’s firm commitment underwritten initial public offering (the “Offering”) of ADSs, each representing five ordinary shares of the Company, par value five cents of euro per share, of the Company. Pursuant to the Underwriting Agreement, the Company agreed to sell
On September 6, 2024 Turbo Energy established a
F-6
Merger by absorption process
On April 8, 2021, the merger of Solar Rocket, S.L. (“Absorbing Company”) and Turbo Energy, S.L.U. (“Absorbed Company”) was formalized in a public deed, being registered in the Mercantile Registry of Valencia on August 9, 2021. The merger process, approved by the respective shareholders’ meetings on June 30, 2020, consisted of the extinction without liquidation of the Absorbed Company, transferring its assets and liabilities en bloc to the Absorbing Company, which acquired, by universal succession, the rights and obligations of the Absorbed Company. The Company recorded the assets and liabilities contributed by the Absorbed company at the values established in the accounting regulations in force at that time. The consolidated financial statements for the year 2021 include the information required by the regulations in relation to the aforementioned merger process.
On the same date of the merger described above, the Absorbing Company (Solar Rocket, S.L.) changed its corporate name to Turbo Energy, S.L.U., as described above.
NOTE 2 – MATERIAL ACCOUNTING POLICIES
Statement of compliance
The consolidated financial statements of Turbo Energy, S.A. have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements were approved by the Board of Directors of the Company on September 23, 2026.
Basis of presentation
The consolidated financial statements of the Company were prepared on a historical cost basis except where certain financial instruments are required to be measured at fair value. These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2026 or for any other future annual or interim period.
The consolidated financial statements are presented in Euro, which is the Company’s functional currency. Transactions in currencies other than the functional currency are recorded in accordance with the policies stated under Foreign Currency Transaction in Note 2.
Reclassification
Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.
Revenue recognition
The Company designs, develops, and distributes equipment for the generation, management and storage of photovoltaic energy. Our energy storage products are managed from the cloud and through the inverter of the installation by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity costs and protect the installation from power outages.
Historically, the Company’s revenue has been primarily generated from sales of inverters, batteries, and photovoltaic modules to installers and other distributors for residential consumers under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. However, since 2022, we have shifted our focus on developing and commercializing all-in-one, AI-optimized solar energy storage systems under the brand name SUNBOX with applications in the global residential (SUNBOX Home and SUNBOX Home Lite), commercial and industrial (SUNBOX Industry) and utility-scale (SUNBOX Utility) markets.
F-7
The Company recognizes such revenue at the point in time when control of the products is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to unit rebates, and rights to return unsold product. This applies to sales to both non-affiliates and related parties.
Transfer of control occurs either when products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred. For most of the Company’s product sales, transfer of control occurs upon shipment to the distributor or direct customer. In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, typically
Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component.
A five-step approach is applied in the recognition of revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. Customer purchase orders plus the underlying master sales agreements are considered to be contracts with the customer for purposes of applying the five-step approach.
Returns under the Company’s general assurance warranty of products have not been material historically and warranty-related services are not considered a separate performance obligation under the customer orders.
Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset would have been recognized is less than one year.
Concentration of Revenue by Customer
For the six months ended June 30, 2026 and 2025, there were two customers and one customer, respectively, that each comprised for more than 10% of the Company’s revenue. Collectively, these customers represented
Cash and Cash Equivalents
Cash consists of highly liquid instruments purchased with an original maturity of three months or less. As of June 30, 2026 and December 31, 2025, the Company had cash of €
The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances in excess of the Spanish government insured limit (Fondo de Garantía de Depósitos (FDG)) of €
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.
The Company will run credit checks on all customers that request term payment.
F-8
Under receivable factoring arrangements, the Company sells certain accounts receivable with recourse, in order to accelerate the receipt of cash. Because the Company is still at risk of credit losses, the receivables are not derecognized, and any proceeds received are recorded as financial liabilities.
Factor liability
During October 2025, the Company was party to a purchase and sale agreement with an unrelated lender (the “Factor”) whereby the Factor purchase certain accounts receivable for a purchase price of up to
Inventories
Inventories are valued at their acquisition cost, production cost or net realizable value, whichever is lower. Discounts for prompt payment are included as a lower price, whether or not they appear on the invoice and assigning value to its inventories. The Company adopts the weighted average price method.
Net realizable value represents the estimated sales price less all estimated costs that will be incurred in the process of commercialization, sales and distribution.
The Company makes the appropriate valuation adjustments, recording impairment expense when the net realizable value of the inventories is less than their acquisition cost.
Property and equipment
Property and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives they are accounted for separately.
| Furniture | ||
| Tools and machinery | ||
| Right-of-use assets |
Intangible assets
Acquired intangible assets are initially measured at cost. Following the initial recognition, intangible assets are measured at cost less any accumulated amortization and any impairment losses. The useful lives of intangible assets are either definite or indefinite. Intangible assets that have a finite useful life are amortized over the assessed useful economic life and are assessed for impairment when there are any indicators present that the intangible asset may be impaired. The Company reviews the amortization period and method at least annually, and any changes are treated as changes in accounting estimates and applied prospectively.
Computer applications and webpages are amortized over estimated useful lives of three years and Software is amortized over estimated useful lives of five years.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the agreement on the inception date.
F-9
As a lessee, the Company recognizes a lease obligation and a right-of-use asset in the statements of financial position on a present-value basis at the date when the leased asset is available for use. Each lease payment is apportioned between a finance charge and a reduction of the lease obligation. Finance charges are recognized in finance cost in the statements of income and comprehensive income. The right of-use assets are depreciated over the shorter of its estimated useful life and the lease term on a straight-line basis.
Lease obligations are initially measured at the net present value of the following lease payments:
| ● | fixed payments (including in-substance fixed payments), less any lease incentives; |
| ● | variable lease payment that are based on an index or a rate; |
| ● | amounts expected to be payable under residual value guarantees; |
| ● | the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and |
| ● | payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option. |
Lease payments are discounted using the interest rate implicit in the lease, or if this rate cannot be determined, the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost comprising the following:
| ● | the amount of the initial measurement of the lease obligation; |
| ● | any lease payments made at or before the commencement date less any lease incentives received; and |
| ● | any initial direct costs and rehabilitation costs. |
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the statements of income and comprehensive income. Short-term leases are leases with a lease term of 12 months or less.
Share capital
Ordinary shares are classified as equity, net of transaction costs directly attributable to the issue of ordinary shares.
Ordinary shares issued for consideration other than cash are based on their market value at the date the ordinary shares are issued.
Restricted Stock Units
The 2023 Equity Incentive Plan (the “Plan”) administrator may award restricted stock units which represent the right to receive common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Plan administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The Plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted stock units may be paid in common stock, cash, other securities, other property, or a combination of the foregoing, as determined by the Plan administrator.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with IFRS 2, “Share-based Payment,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. (See Note 14)
F-10
Liquidity
The Company has incurred a net income of €
The Company finds itself in a sector where many industry research studies and forecasts have projected large exponential growth in the coming years. Turbo Energy is a consolidated company with more than 10 years of proven experience. In the past three years, we have been making significant investments in research and development to help ensure that we are well positioned to present the markets we serve with highly differentiated value propositions when compared to other companies operating in the solar energy storage sector. To that end, our R&D investments have yielded the commercialization of proprietary, patented and patent pending hardware offerings, which include our line of all-in-one SUNBOX solar energy storage solutions designed for residential, commercial and industrial and utility-scale applications. In addition, we have pioneered leading edge software solutions, which incorporate our advanced AI-powered capabilities for energy management and optimization.
The Company’s existing cash resources are expected to provide sufficient funds to carry out the Company’s planned operations and expansion plan for more than 12 months. Also, the Company is part of the Umbrella Global Energy Group, where its principal Company, the majority shareholder of Turbo Energy, has explicitly expressed its full support to carry out its operational development, in the event such support is needed.
Additionally, during 2026, the Company carried out several fundraising transactions in the U.S. market through the issuance of ordinary shares represented by American Depositary Securities (ADSs), using placement structures commonly used in that market, including a Registered Direct Offering (RDO) and subsequent placements under an “at-the-market” (ATM) program. Overall, as of June 30, 2026, these transactions resulted in the issuance of approximately
Subsequent to the preparation of these financial statements, as further described in Note 22, the Company carried out additional issuances under the ATM program, resulting in the issuance of approximately
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability, if material. Where discounting is used, the increase in the provision due to passage of time (“accretion expense”) is recognized as an expense on the statements of income.
Income taxes
Income tax expense comprises current and deferred tax. Deferred tax is recognized in the statements of income and comprehensive income except to the extent that they relate to items recognized directly in equity or in other comprehensive income or loss.
Current income tax is the expected tax payable or receivable in respect of the taxable income or loss for the period, using income tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous periods.
F-11
Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their related tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business acquisition or affects tax or accounting profit. The deferred tax assets and liabilities have been measured using substantively enacted tax rates that will be in effect when the amounts are expected to settle. Deferred tax assets are only recognized to the extent that it is probable that they will be able to be utilized against future taxable income. The assessment of the probability of future taxable income in which deferred tax assets can be utilized is based on the Company’s latest approved forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be used without a time limit, that deferred tax asset is usually recognized in full. The recognition of deferred tax assets that are subject to economic limits or uncertainties are assessed individually by management based on the specific facts and circumstances.
Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as a component of income or expense in the statements of income and comprehensive income, except where they relate to items that are recognized in other comprehensive income or loss or directly in equity.
Foreign currency transactions
The functional currency used by the Company is the Euro. Consequently, operations in currencies other than the Euro are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.
At year-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the balance sheet date. The profits or losses revealed are charged directly to the profit and loss account for the year in which they occur.
On each balance sheet date, monetary assets and liabilities in foreign currency are converted at the rates in force on the closing date. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.
The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the year, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.
Income (Loss) per share
Basic income (loss) per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.
For the six months ended June 30, 2026, restricted stock units were potentially instruments and were included in the calculation of diluted income per share.
For the six months ended June 30, 2025, restricted stock units were potentially instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| (Ordinary Shares) | (Ordinary Shares) | |||||||
| Restricted Stock Units | ||||||||
F-12
Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that the carrying amount is not recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Management assesses impairment of non-financial assets such as property and equipment and intangible assets. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit (“CGU”) based on expected future cash flows. The Company has applied judgment in its assessment of the appropriateness of the determination of CGU’s. When measuring expected future cash flows, management makes assumptions about future growth of profits which relate to future events and circumstances. Actual results could vary from these estimated future cash flows. Estimation uncertainty relates to assumptions about future operating results and the application of an appropriate discount rate.
Financial instruments
Financial assets
Financial assets are classified as either financial assets at fair value through profit and loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVTOCI”). The Company determines the classification of its financial assets at initial recognition.
Classification and measurement
Classification determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. IFRS 9 Financial Instruments approach for the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. This single, principle-based approach replaces prior rule-based requirements. The model also results in a single impairment model being applied to all financial instruments.
Financial assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. The Company has classified cash as FVTPL.
Financial assets at FVTOCI
Financial assets at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI.
Financial assets at amortized cost
Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. The Company has classified accounts receivable and amounts due from related parties at amortized cost.
Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred.
F-13
Financial liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.
Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Company’s accounts payable and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
The Company’s bank loans were classified as measured at amortized cost at June 30, 2026 and December 31, 2025. During the six months ended June 30, 2026 and 2025, the Company incurred €
Fair value measurement
Fair value measurements are made using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:
| ● | Level 1 – defined as observable inputs such as quoted prices in active markets; |
| ● | Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| ● | Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The fair value measurement is categorized in its entirety by reference to its lowest level of significant input. Fair value is based on estimated cash flows, discounted at interest rates for similar instruments.
The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, accounts payable and accrued liabilities approximate their fair value (Level 1) due to the short-term maturities of these instruments.
Impairment of financial assets
The Company assesses at each statement of financial position date whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Company recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the account receivable.
The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.
ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
F-14
New Accounting Pronouncements
The following accounting standards and amendments have been issued by the IASB or the International Financial Reporting Interpretations Committee that are not yet effective as of the date of the Company’s consolidated financial statements. The Company intends to adopt such standards upon the mandatory effective date.
Recently Adopted Accounting Standards
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
The amendments to IAS1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2023. The adoption of the amendments to IAS1 has not had a material effect on the Company’s statements and disclosures.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these consolidated financial statements in accordance with IFRS requires management to make estimates and judgments that affect the recognition, measurement and disclosure of amounts reported in these consolidated financial statements and accompanying notes. The reported amounts and note disclosures are determined using management’s best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results may differ from such estimates. These judgments, estimates and assumptions are reviewed regularly.
The following are significant management judgments, estimates and assumptions used in applying the accounting policies of the Company that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses:
Leases
The Company exercises judgment in determining the approximate lease term on a lease-by-lease basis. The Company considers all facts and circumstances that may create an economic incentive to exercise renewal options and also evaluates the economic incentive related to the continuation of existing leaseholds. The Company is also required to estimate specific criteria in order to estimate the carrying amount of right-of-use assets and lease liabilities including the incremental borrowing rate and effective interest rate.
Valuation of accounts receivable
Management monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.
Valuation of inventories
Management makes estimates of future customer demand for products when establishing appropriate provisions for inventory obsolescence. In making these estimates, management considers the age of inventory and profitability of recent sales.
Recoverability of income taxes
The measurement and assessment of income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws and estimates of the Company’s abilities to utilize losses carried forward to offset taxes payable on future taxable income. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.
F-15
Useful life of property and equipment
Changes in the intended use of property and equipment as well as changes in technology or economic conditions may cause the estimated useful life of these assets to change. The change in useful lives could impact the depreciation expense and carrying value of property and equipment.
Useful life of intangible assets
Changes in the intended use of intangible assets with determinable useful lives as well as changes in technology or economic conditions may cause the estimated useful life of these assets to change. The change in useful lives could impact the amortization expense and carrying value of intangible assets.
Terms and Conditions of Restricted Stock Units
Management determines the terms and conditions of Restricted Stock Units (‘RSU”), including the vesting criteria, the form and timing of payment, the time within which RSU may be subject to forfeiture and rights to acceleration thereof.
NOTE 4 – ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET
Accounts receivable and other receivables as of June 30, 2026 and December 31, 2025 are summarized as below:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Customers by sales provision of services | € | € | ||||||
| VAT receivable | ||||||||
| Others | ||||||||
| € | € | |||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| € | € | |||||||
As of June 30, 2026 and December 31, 2025, the allowance for doubtful accounts was €
NOTE 5 – INVENTORIES
As of June 30, 2026 and December 31, 2025, the Company had finished goods of €
The Company outsourced the management of inventories to a third party with all the inventories located in a warehouse owned by the third party. The Company pays a monthly fee to the warehouse company for insurance coverage of the inventories, as stated in the agreement between both parties.
F-16
NOTE 6 – PREPAID EXPENSE
Prepaid expense as of June 30, 2026 and December 31, 2025 are summarized as below:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Advancement to suppliers for inventory | € | € | ||||||
| Advancement for PP&E under construction | ||||||||
| Conference | ||||||||
| Insurance | ||||||||
| Security deposits and others | ||||||||
| € | € | |||||||
NOTE 7 – INVESTMENTS
As of June 30, 2026 and December 31, 2025, the Company had short-term investment of €
NOTE 8 – PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2026 and December 31, 2025 are summarized as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Furniture | € | € | ||||||
| Laboratory Photovoltaic Installation | ||||||||
| Tools and Machinery | ||||||||
| Computer | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| € | € | |||||||
During the six months ended June 30, 2026 and 2025, the Company acquired property and equipment of €
F-17
NOTE 9 – INTANGIBLE ASSETS
Intangible assets as of June 30, 2026 and December 31, 2025 are summarized as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Software development | € | € | ||||||
| Software SKN1 | ||||||||
| Software SKN2 | ||||||||
| Computer application | ||||||||
| Research and Development Prototypes | ||||||||
| Web page | ||||||||
| Amortization | ( | ) | ( | ) | ||||
| € | € | |||||||
During the six months ended June 30, 2026 and 2025, the Company made additions to other intangible developments of €
During the first semester of 2025, Turbo Energy had ready and already in use the new Turbo Energy software SKN2, as well as the first beta units already in use of the new SUNBOX energy storage solution developed for the U.S. market. Software development of €
During the six months ended June 30, 2026 and 2025, the Company recorded amortization expense of €
NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued labilities as of June 30, 2026 and December 31, 2025 are summarized as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade payable | € | € | ||||||
| VAT payable | ||||||||
| Payroll taxes payable | ||||||||
| Customer deposits | ||||||||
| Others | ||||||||
| € | € | |||||||
F-18
NOTE 11 – RELATED PARTY TRANSACTIONS
Amount due from (to) as of June 30, 2026 are summarized as follows:
Due from related parties:
| Ultimate | Senior | Other group | ||||||||||||||
| partner | partner | companies | Total | |||||||||||||
| Credits pending collection | € | € | € | € | ||||||||||||
| Long-term investment | ||||||||||||||||
| Trade receivables | ||||||||||||||||
| Total | € | € | € | € | ||||||||||||
Due to related parties:
| Ultimate | Senior | Other group | ||||||||||||||
| partner | partner | companies | Total | |||||||||||||
| Credits pending to pay | € | € | ( | ) | € | ( | ) | € | ( | ) | ||||||
| Advance Payment | ( | ) | ( | ) | ||||||||||||
| Total | € | € | ( | ) | € | ( | ) | € | ( | ) | ||||||
Amount due from (to) as of December 31, 2025 are summarized as follows:
Due from related parties:
| Ultimate | Senior | Other group | ||||||||||||||
| partner | partner | companies | Total | |||||||||||||
| Credits pending collection | € | € | € | € | ||||||||||||
| Long-term investment | ||||||||||||||||
| Trade receivables | ||||||||||||||||
| Total | € | € | € | € | ||||||||||||
Due to related parties:
| Ultimate | Senior | Other group | ||||||||||||||
| partner | partner | companies | Total | |||||||||||||
| Credits pending to pay | € | € | ( | ) | € | ( | ) | € | ( | ) | ||||||
| Advance Payment | ( | ) | ( | ) | ||||||||||||
| Trade payable | ( | ) | ( | ) | ||||||||||||
| Total | € | € | ( | ) | € | ( | ) | € | ( | ) | ||||||
F-19
All the amounts due to and from related parties are unsecured, non-interest bearing and due on demand, except for the loan agreement from Umbrella Global Energy, S.A. of €
Transactions with related parties during the six months ended June 30, 2026 and 2025 were summarized as follows:
Six Months Ended June 30, 2026
| Ultimate | Senior | Other group | ||||||||||||||
| partner | partner | companies | Total | |||||||||||||
| Sales | € | € | € | € | ||||||||||||
| *Services received | ||||||||||||||||
| Total | € | € | ( | ) | € | € | ||||||||||
| * |
Six Months Ended June 30, 2025
| Ultimate | Senior | Other group | ||||||||||||||
| partner | partner | companies | Total | |||||||||||||
| Sales | € | € | € | € | ||||||||||||
| *Services received | ||||||||||||||||
| Total | € | € | ( | ) | € | € | ( | ) | ||||||||
| * |
Our related party transactions during the six months ended June 30, 2026 include sales of products or services made to or purchases of products or services from affiliated group companies that are under common control and to associates of such group companies. These transactions include income accrued from the commercial activities of our Company. The purchases relate to merchandise that we sell in its normal course of commercial operations.
During the six months ended June 30, 2026 and 2025, the Company made payment to the related parties of €
Umbrella Global Energy, as the holding company of the group, assumes all structural costs such as those related to human resources, licenses, legal, tax, labor, marketing and other generic structural costs. A margin of
During the six months ended June 30, 2026 and 2025, the Company incurred management fees to Umbrella Global Energy, S.A. of €
F-20
No compensation has been paid to the executives under Crocodile Investment SLU. The Company expects to continue with the same allocation structure in the future.
NOTE 12 – DEBT BOND
On August 26, 2024, the Company entered into an agreement with Enerfip, a leading France-based crowdfunding platform dedicated to renewable energy projects and regulated by The French Financial Markets Authority and Prudential Control and Resolution Authority (the “Enerfip Agreement”). Pursuant to the Enerfip Agreement, the Company closed on subscriptions by European individual investors, raising total gross proceeds of €
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Debt bond | € | € | ||||||
| less: current portion | ( | ) | ( | ) | ||||
| € | € | |||||||
During the six months ended June 30, 2026 and 2025, interest expense totaled €
NOTE 13 – BANK LOANS
Bank loans as of June 30, 2026 and December 31, 2025 are summarized as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Bank loans | € | € | ||||||
| Lines of credit | ||||||||
| less: current portion | ( | ) | ||||||
| € | € | |||||||
In February 2026, the Company announced the successful completion of a restructuring of its bank financing aimed at strengthening its financial position and aligning liquidity with the Company’s medium- and long-term business plan. As part of this process, Turbo Energy reached agreements with Bankinter, CaixaBank and BBVA, three of Spain’s leading financial institutions, enabling the conversion of existing lines of credit into long-term financing structures totaling approximately €
Management assessed the terms of the restructuring under IFRS 9, Financial Instruments, and determined that the terms of the new financing were not substantially different from those of the original financial liabilities. Accordingly, the restructuring was accounted for as a modification of the existing financial liabilities, with no derecognition and no gain or loss recognized in the condensed consolidated statement of operations.
F-21
The terms and conditions of the bank loans are as follows:
| Nominal | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| interest | Year of | Face | Carrying | Face | Carrying | ||||||||||||||||||||
| Bank Loans | Currency | rate | maturity | Value | Amount | Value | Amount | ||||||||||||||||||
| CaixaBank | EUR | % | |||||||||||||||||||||||
| CaixaBank | EUR | % | |||||||||||||||||||||||
| BBVA | EUR | % | |||||||||||||||||||||||
| Bankinter | EUR | % | |||||||||||||||||||||||
| € | € | € | € | ||||||||||||||||||||||
During the six months ended June 30, 2026 and 2025, the Company incurred bank loan interest expense of €
The Company’s obligations are secured by substantially all of the assets of the Company.
As
| December 31, | ||||||||||||
| Nominal | 2025 | |||||||||||
| Credit | interest | Carrying | ||||||||||
| Line of credit | Limit | rate | Maturity | Value | ||||||||
| Caixabank | € | € | ||||||||||
| Sabadell | ||||||||||||
| BBVA | ||||||||||||
| Santander | ||||||||||||
| Bankinter | ||||||||||||
| Bankinter | ||||||||||||
| € | € | |||||||||||
As of December 31, 2025, the Company had a €
NOTE 14 – SHARE CAPITAL
Authorized
The Company has authorized
Issuances
During the six months ended June 30, 2026, the Company issued
F-22
Issued and outstanding
As of June 30, 2026 and December 31, 2025, the total issued and outstanding share capital consisted of ordinary shares of
Restricted Stock Units
On April 5, 2024, the Compensation Committee and the Board of Directors of the Company approved the grant of
During the six months ended June 30, 2026 and 2025, the Company recorded €
During the six months ended June 30, 2025,
The
As of June 30, 2026 and December 31, 2025, the Company had
A summary of activity regarding the RSUs issued was as follows:
| Weighted Average | ||||||||
| Number of | Grant Date Fair Value | |||||||
| Units | Per Share | |||||||
| Balance, December 31, 2024 | € | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ( | |||||||
| Balance, December 31, 2025 | € | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Balance, June 30, 2026 | € | |||||||
As of June 30, 2026 and December 31, 2025, the unrecognized stock-based compensation of €
NOTE 15 – RESERVE
As of June 30, 2026 and December 31, 2025, reserve was €
F-23
Legal reserve
In accordance with the Capital Company Law, companies must allocate an amount equal to
Other reserve
The Company maintains an unrestricted reserve for undistributed profits from previous years. As of June 30, 2026 and December 31, 2025 and 2024, other reserves were €
NOTE 16 – LEASES
As of June 30, 2026 and December 31, 2025, the Company had the following lease obligations:
| Discount | June 30, | December 31, | ||||||||||
| Rate | Maturity | 2026 | 2025 | |||||||||
| Current | € | € | ||||||||||
| Non-current | ||||||||||||
| € | € | |||||||||||
| Balance - December 31, 2024 | € | |||
| Lease liability additions | ||||
| Cancellation of lease | ( | ) | ||
| Repayment of Lease liability | ( | ) | ||
| Interest expense on lease liabilities | ||||
| Balance - December 31, 2025 | € | |||
| Repayment of Lease liability | ( | ) | ||
| Interest expense on lease liabilities | ||||
| Balance - June 30, 2026 | € |
On June 1, 2022, the Company entered into an office lease agreement under a two-year term extensible for
On September 26, 2022, the Company entered into a vehicle lease agreement under a
On November 15, 2022, the Company entered into a vehicle lease agreement under a
On August 17, 2023, the Company entered into a vehicle lease agreement under a
On February 2, 2024, the Company entered into a vehicle lease agreement under a
F-24
On April 27, 2024, the Company entered into a vehicle lease agreement under a
The following table summarizes the maturity of our lease liabilities as of June 30, 2026:
| Year Ended December 31, | ||||
| 2026 (excludes six months ended June 30, 2026) | € | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total lease payments | ||||
| Less: financing cost | ( | ) | ||
| Lease liabilities | € | |||
As of June 30, 2026 and December 31, 2025, the Company has right-of-use assets as follows:
| Balance - December 31, 2024 | € | |||
| Additions from lease modification | ||||
| Depreciation | ( | ) | ||
| Cancellation of lease | ( | ) | ||
| Balance - December 31, 2025 | € | |||
| Depreciation | ( | ) | ||
| Balance - June 30, 2026 | € |
NOTE 17 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Set out below are categories of financial instruments and fair value measurements as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Financial assets at fair value | ||||||||
| Cash | € | € | ||||||
| Financial assets at amortized cost | ||||||||
| Accounts receivable and other receivables | € | € | ||||||
| Amount due from related parties | € | € | ||||||
| Financial liabilities at amortized cost | ||||||||
| Accounts payable and accrued liabilities | € | € | ||||||
| Amount due to related parties | € | € | ||||||
| Lease liabilities | € | € | ||||||
| Bank loans | € | € | ||||||
| Debt bond | € | € | ||||||
F-25
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due in the normal course of business. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price. Difficulty accessing the capital markets could impair the Company’s capacity to grow, execute its business model and generate financial returns. The Company manages its liquidity risk by monitoring its operating requirements to ensure financial resources are available, actively monitoring market conditions and by diversifying its sources of funding and maintaining a diversified maturity profile of its debt obligations.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s main credit risk relates to its cash and accounts receivable. The Company’s credit risk is reduced by a broad customer base and a review of customer credit profiles.
The Company’s maximum exposure to credit risk corresponds to the carrying amount for all cash and accounts receivable. Cash is held with prominent financial institutions. Accounts receivable are held with vendors in which the Company has a historically strong relationship with or related to VAT receivable.
The Company mitigates credit risk associated with its trade receivables through established credit approvals, limits and a regular monitoring process. The Company generally considers the credit quality of its financial assets that are neither past due nor impaired to be solid. Credit risk is further mitigated due to the large number of customers and their dispersion across geographic areas.
For the six months ended June 30, 2026 and 2025, there were two customers and one customer, respectively, that each accounted for more than 10% of the Company’s revenue. Collectively, these customers represented
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is not exposed to significant currency risk.
Interest risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its lines of credit due to fluctuations in interest rates. The Company’s bank loans and leases have fixed rates of interest resulting in limited interest rate fair value risk for the Company. The Company manages interest rate risk by negotiating financing terms in individual arrangements that are most advantageous, considering all relevant factors including credit margin, term and basis. The risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company.
F-26
Other price risk
Other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risk.
Legal risk
On April 2025, Boustead Securities, LLC (“Boustead”) initiated an arbitration proceeding against Turbo Energy, S.L. (“Turbo Energy” or the “Company”) before the Financial Industry Regulatory Authority (“FINRA”), Case No. 25-01072. The arbitration arises from Boustead’s prior role as placement agent and underwriter in connection with the Company’s initial public offering. Boustead’s claims seek recovery of approximately $
On August 7, 2025, Turbo Energy filed its Answer and asserted counterclaims against Boustead, alleging, among other things, breach of contract, negligent misrepresentation, and fraud, and seeking damages and other relief. Turbo Energy’s counterclaims arise from disputes concerning the calculation and payment of certain expenses and the scope and enforceability of Boustead’s right of first refusal. On August 27, 2025, Boustead filed its response denying all allegations in Turbo’s counterclaims and asserting affirmative defenses.
On September 18, 2025, the FINRA arbitration panel issued an order denying Boustead’s motion to change the hearing location. The arbitration proceedings remain ongoing. The Company intends to vigorously pursue its counterclaims and defend against all claims asserted by Boustead. At this stage, the Company cannot predict the outcome of the arbitration or estimate any potential loss or recovery.
Capital management
The Company’s capital consists of share capital and reserve. The Company’s capital management is designed to ensure that it has sufficient financial flexibility both in the short and long-term to support its financial obligations and the future development of the business.
The Company manages its capital with the following objectives:
| (i) | Ensuring sufficient liquidity is available to support its financial obligations and to execute its operating strategic plans; |
| (ii) | Maintaining financial capacity and flexibility through access to capital to support future development of the business; |
| (iii) | Minimizing its cost of capital and considering current and future industry, market and economic risks and conditions; and |
| (iv) | Utilizing short-term funding sources to manage its working capital requirements and long- term funding sources to match the long-term nature of the property, plant and equipment of the business. |
There were no changes to the Company’s approach to capital management during the six months ended June 30, 2026 and 2025. The Company is not subject to externally imposed capital requirements.
NOTE 18 – REVENUE
The Company’s sales are derived from sales of electronic products and services.
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Spain | € | € | ||||||
| Europe | ||||||||
| Rest of the world | ||||||||
| € | € | |||||||
F-27
During the six months ended June 30, 2026 and 2025, the Company recognized revenue of €
We consider related parties those companies that are part of Umbrella Energy Group.
NOTE 19 – COST OF REVENUE
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Purchase of finished goods | € | € | ||||||
| Purchase of raw materials | ||||||||
| Outsourcing service | ||||||||
| € | € | |||||||
During the six months ended June 30, 2026 and 2025, the Company incurred cost of sales of €
NOTE 20 – SELLING AND ADMINISTRATIVE EXPENSES
The Company incurred the following selling and administrative expenses during the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Professional fees | € | € | ||||||
| Shipping and handling expenses | ||||||||
| Warehouse handling | ||||||||
| Miscellaneous operating expenses | ||||||||
| Marketing and advertising | ||||||||
| Leases and royalties | ||||||||
| Insurance premiums | ||||||||
| Repair and conservation | ||||||||
| Supplies | ||||||||
| Banking and similar services | ||||||||
| Other management expense | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use assets | ||||||||
| € | € | |||||||
During the six months ended June 30, 2026 and 2025, the Company incurred selling and administrative expenses of €
F-28
NOTE 21 – SUPPLEMENTAL CASH FLOW INFORMATION
Set out below are non-cash investing and financing activities during the six months ended June 30, 2026 and 2025
Non-cash investing and financing activities:
| Six Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Recognition of right-of-use assets from lease modification | € | € | ||||||
| Derecognition of right-of-use assets | € | € | ||||||
During the six months ended June 30, 2026 and 2025, the Company paid interest of €
NOTE 22 – SUBSEQUENT EVENTS
Subsequent to June 30, 2026, the Company carried out several fundraising transactions in the U.S. market through the issuance of ordinary shares represented by American Depositary Securities (ADSs), using subsequent placements under the “at-the-market” (ATM) program.
Overall, the transactions described above resulted in the issuance of approximately
The transactions were executed progressively, with trade dates between July 27 and September 17, 2026, and settlement dates between July 28 and September 18, 2026, reflecting a staged fundraising process based on market conditions.
Including these subsequent transactions occurring after June 30 and those described in Note 2, during the entire year 2026, these transactions resulted in the issuance of approximately
Subsequent to June 30, 2026, Turbo Energy, S.A. was served with a summons and complaint in one of three civil actions filed in the Supreme Court of the State of New York, in which it is named as a defendant alongside more than 125 defendants, including more than 100 issuers, 27 underwriters or placement agents, and 14 individuals associated with the latter. The complaints broadly allege violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 in connection with the Company’s September 2023 initial public offering and alleged omissions from the registration statement. The allegations are primarily based on alleged deficiencies by the entities involved in the offerings, including those that participated in Turbo Energy’s offering, and on such entities’ alleged involvement in potential pump-and-dump schemes, without making any specific allegations against the Company, its directors, officers, or employees.
As of the date of authorization of these financial statements, the proceedings remain at an early stage, and the plaintiffs have indicated their intention to seek consolidation of the three actions and to file an amended complaint. Based on the legal advice received, the complaints currently filed contain general allegations against the defendants as a group, without allegations specifically directed at the Company; accordingly, it is considered highly likely that the claims against Turbo Energy will be dismissed in their current form. Unless and until an amended complaint containing specific allegations against the Company is filed, Turbo Energy’s potential exposure is expected to be limited to the legal costs associated with the preparation and filing of a motion to dismiss, estimated not to exceed USD
Furthermore, Turbo Energy was a co-holder, together with a related party, of a bank financing facility that was refinanced during 2026 and converted into a long-term loan. Prior to such refinancing, the related party issued a guarantee in connection with the performance of construction works for one of its customers. In July 2026, the customer called the bank guarantee for an amount of approximately EUR
The related party is currently negotiating with the financial institution the conversion of the amount drawn under the guarantee into a long-term loan, which would be recognized as a liability by that entity. Nevertheless, as Turbo Energy was a co-holder of the financing facility, the Company retains a direct exposure to the financial institution in the event of default by the related party or decision by the financial institution to address a claim for recovery to the Company.
F-29
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
The following discussion and analysis of Turbo Energy, S.A. (“we,” “our,” “us,” the “Company” or “Turbo Energy”)’s financial condition as of June 30, 2026 and results of operations for the six months ended June 30, 2026 and June 30, 2025 should be read together with our unaudited interim consolidated financial statements and the related notes included elsewhere in this filing and our audited consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2025. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements and our past results may not be indicative of future results. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this filing and in our Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission, or SEC. The forward-looking statements made in this discussion relate only to events or information as of the date on which the statements are made in this discussion. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this discussion and the documents that we reference in this discussion completely and with the understanding that our actual future results or performance may be materially different from what we expect.
Background
Turbo Energy is a technology-driven integrator of energy storage and intelligent energy-management solutions serving residential, commercial and industrial, and utility-scale applications. The Company combines battery-storage systems, solar integration and proprietary software designed to help customers manage energy consumption, energy costs and operational resilience.
Since the commercial launch of SUNBOX in 2022, the Company has expanded its activities beyond residential energy storage into commercial and industrial and utility-scale applications. Its product ecosystem includes SUNBOX Home and SUNBOX Home Lite for residential applications, SUNBOX Industry and SUNBOX Industry Max for commercial and industrial customers, and SUNBOX Utility and customized energy-integration solutions for larger-scale projects.
The Company’s systems are supported by proprietary energy-management software designed to monitor and analyze data from photovoltaic generation, battery storage, electricity consumption and, where applicable, electric-vehicle charging infrastructure. These capabilities enable automated energy-management and optimization decisions based on operational conditions, customer requirements and available market data.
Turbo Energy’s strategy is to continue evolving from a supplier and integrator of energy-storage systems toward an integrated energy platform combining project execution, proprietary energy-management capabilities and service-based revenue models. The Company’s current priorities include expanding its commercial and industrial activities, executing contracted projects, developing Energy-as-a-Service offerings and pursuing selected opportunities in Europe, Latin America and other markets.
| ● | expanding the deployment of the Company’s energy-storage solutions across residential, commercial and industrial, and utility-scale applications; |
| ● | continuing to develop the Company’s proprietary energy-management software, including predictive analytics and automated optimization capabilities; |
| ● |
increasing the Company’s participation in commercial and industrial projects through system integration, project execution and energy-management services; selectively expanding the Company’s commercial presence in Europe, Latin America and other markets where customer demand, regulatory conditions and strategic partnerships support commercially viable opportunities; |
| ● | strengthening operating performance, liquidity and balance-sheet flexibility as the Company scales its activities. |
Competitive Strengths
Our competitive strengths include the following:
| ● | Integrated Energy Solutions Portfolio: The Company offers energy-storage solutions for residential, commercial and industrial, and utility-scale applications, supported by system-integration and energy-management capabilities. Its product ecosystem includes SUNBOX Home, SUNBOX Home Lite, SUNBOX Industry, SUNBOX Industry Max and SUNBOX Utility. |
| ● | Proprietary Energy-Management Capabilities: The Company develops software designed to monitor and optimize photovoltaic generation, battery storage, electricity consumption and other connected energy assets. These capabilities include data monitoring, predictive analytics and automated optimization based on operational and market variables. |
| ● | Strategic Partnerships and Selected International Presence: The Company works with technology providers, distributors, project developers, utilities and other energy-sector partners to support project execution and commercial development in selected markets, including Spain and Chile. In Chile, the Company has participated in battery-storage deployments and commercial initiatives involving Turbo Energy Solutions and Saesa. In Spain, the Company has deployed an energy-storage system supporting high-capacity charging infrastructure for vehicles operating through Uber’s platform in Seville. |
| ● | S Research, Development and Intellectual Property: The Company invests in energy-management software, storage-system integration and optimization technologies, supported by internally developed technology and its intellectual-property portfolio. |
| ● | Experienced Leadership Team: The Company’s management team has experience in renewable energy, energy-storage integration, software development, project execution and international business development. |
Turbo Energy is a subsidiary of Umbrella Global Energy, S.A., an integrated energy platform active in renewable generation, energy storage and energy-management solutions. Umbrella Global Energy’s shares are traded on BME Growth in Spain under the ticker symbol “UMB.”
We were organized under the laws of the Kingdom of Spain in September 2013. Our American Depositary Shares (“ADSs”) are listed on the Nasdaq Capital Market under the symbol “TURB.”
General
The unaudited condensed interim consolidated financial statements of Turbo Energy have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements of the Company were prepared on a historical cost basis except where certain financial instruments that are required to be measured at fair value. These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The unaudited condensed interim consolidated financial statements are presented in Euro, which is the Company’s functional currency. Transactions in currencies other than the functional currency are recorded in accordance with the policies stated under Foreign Currency Transactions in Note 2 of the accompanying financial statements.
2
Recent Developments
Bank Financing Restructuring
In February 2026, the Company completed a restructuring of its bank financing intended to align its debt maturity profile with its medium- and long-term business plan. The Company entered into agreements with Bankinter, CaixaBank and BBVA to convert existing credit facilities into long-term financing totaling approximately €4.87 million, with maturity in 2029 and interest at 12-month EURIBOR plus a margin of 2% per annum.
Equity Capital Raises
During the first half of 2026, the Company carried out several equity financing transactions in the U.S. market through the issuance of ordinary shares represented by ADSs. On March 13, 2026, the Company completed a Registered Direct Offering of 5,000,000 ordinary shares (1,000,000 ADSs) at $3.25 per ADS for total aggregate gross proceeds of $3.25 million.
On March 25, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) under which the Company could offer and sell its ADSs through A.G.P. as the sales agent. For the period from March 25, 2026 to June 30, 2026, the Company issued 2,791,405 Ordinary Shares, pursuant to the ATM offering, represented by approximately 558,281 ADSs, generating aggregate gross proceeds of approximately $1.80 million.
For the first half of 2026, the total gross proceeds from the Registered Direct Offering and the ATM offering were $5.05 million.
For the period from July 1, 2026 to September 29, 2026, the Company issued 3,645,110 Ordinary Shares, pursuant to the ATM offering, represented by approximately 729,022 ADSs, generating aggregate gross proceeds of approximately $ 1,183,664 .
For the period from March 25, 2026 to September 29, 2026, the Company issued 6,436,515 Ordinary Shares pursuant to the ATM offering, represented by approximately 1,287,303 ADSs, generating aggregate gross proceeds of approximately 2,978,848.98. The ADSs were sold at prevailing market prices, for an average price per share of $2.314. Pursuant to the ATM Agreement a cash commission of $77,205 on the aggregate gross proceeds raised was paid to A.G.P. in connection with its services under the ATM Agreement.
Subsequent Litigation
Subsequent to June 30, 2026, Turbo Energy was served with a summons and complaint in one of three civil actions filed in the Supreme Court of the State of New York, naming the Company as a defendant alongside more than 125 defendants, including more than 100 issuers, 27 underwriters or placement agents and 14 individuals. The complaints broadly allege violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 in connection with the Company’s September 2023 initial public offering. The allegations are primarily directed at the entities involved in the offerings and their alleged involvement in potential pump-and-dump schemes, without making any specific allegations against the Company. Based on legal advice received, it is considered highly likely that the claims against Turbo Energy will be dismissed in their current form. Turbo Energy’s potential exposure is expected to be limited to legal costs associated with the preparation and filing of a motion to dismiss, estimated not to exceed USD 50,000.
Bank Guarantee Matter
Turbo Energy was a co-holder, together with a related party, of a bank financing facility that was refinanced during 2026 and converted into a long-term loan. Prior to such refinancing, the related party issued a guarantee in connection with the performance of construction works for one of its customers. In July 2026, the customer called the bank guarantee for an amount of approximately EUR 830,000. The related party has expressed its disagreement with the full amount claimed, considering that the outstanding works amounted to approximately EUR 100,000.
The related party is currently negotiating with the financial institution the conversion of the amount drawn under the guarantee into a long-term loan, which would be recognized as a liability by that entity. Nevertheless, as Turbo Energy was a co-holder of the financing facility, the Company retains a direct exposure to the financial institution in the event of default by the related party or decision by the financial institution to address a claim for recovery to the Company.
3
Results of Operations (Amounts in Euros, Except as Otherwise Indicated)
The following table presents certain financial data for the periods indicated:
Note: “n/m” means not meaningful (swing from loss to income).
| Six Months Ended June 30, | ||||||||||||||||||||
| 2026 (in USDs) | 2026 (in Euros) | 2025 (in Euros) | € Change | % Change | ||||||||||||||||
| Total revenue | $ | 17,163,448 | € | 15,033,238 | € | 5,512,458 | € | 9,520,780 | 172.7 | % | ||||||||||
| Cost of revenues | $ | 14,327,440 | € | 12,549,216 | € | 4,188,028 | € | 8,361,188 | 199.7 | % | ||||||||||
| Gross profit | $ | 2,836,008 | € | 2,484,022 | € | 1,324,430 | € | 1,159,592 | 87.6 | % | ||||||||||
| Total operating expenses | $ | 2,253,122 | € | 1,973,480 | € | 2,488,704 | € | (515,224 | ) | (20.7 | )% | |||||||||
| Operating income (loss) | $ | 582,886 | € | 510,542 | € | (1,164,274 | ) | € | 1,674,816 | n/m | ||||||||||
| Total other expense | $ | (507,937 | ) | € | (444,895 | ) | € | (233,441 | ) | € | (211,454 | ) | 90.6 | % | ||||||
| Net income (loss) | $ | 74,949 | € | 65,647 | € | (1,397,715 | ) | € | 1,463,362 | n/m | ||||||||||
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue
For the six months ended June 30, 2026 and 2025, total revenue increased 172.7% to €15,033,238 (approximately $17,163,448) from €5,512,458, respectively.
Third-party revenue (excluding related parties) increased 55.9% to €7,835,027 (approximately $8,945,543) from €5,026,963, reflecting higher sales to external customers across the Company’s residential and commercial and industrial energy-storage portfolio.
Revenue from related parties increased to €7,186,691 (approximately $8,205,485) from €410,342, primarily reflecting sales of energy-storage systems to affiliated group companies acting as EPC and project-integration counterparties in contracted industrial energy projects. Although Turbo Energy’s direct contractual customer in these transactions is a related party, the underlying demand is principally associated with projects for external industrial end customers.
Revenue by geography also changed materially. Revenue from Spain increased 197.2% to €14,352,385 (approximately $16,385,938) from €4,828,474; revenue from Europe (excluding Spain) decreased 53.0% to €183,791 (approximately $209,834) from €391,388; and revenue from the rest of the world increased 123.3% to €485,542 (approximately $554,443) from €217,443.
For the six months ended June 30, 2026 and 2025, the Company recognized revenue of €7,186,691 (approximately $8,205,485) and €410,342 derived from related parties, respectively. For the first half of 2026, two customers each accounted for more than 10% of revenue, collectively representing 58% of revenue (one of which is a related party), compared to one customer representing 13% in the first half of 2025.
4
Cost of Revenues
Cost of revenues increased to €12,549,216 (approximately $14,327,440) from €4,188,028, an increase of 199.7%, driven primarily by the significant increase in revenue volume. Purchases of finished goods rose to €11,871,081 (approximately $13,553,051) from €4,143,718, and outsourcing services increased to €678,135 (approximately $774,254) from €708. Gross margin was 16.5% for H1 2026 compared to 24.0% for H1 2025, primarily reflecting the mix of revenue including a larger proportion of related party sales.
Operating Expenses
Total operating expenses declined 20.7% to €1,973,480 (approximately $2,253,122) from €2,488,704. Selling and administrative expenses (including related parties) decreased to €1,479,968 (approximately $1,689,799) from €1,493,962, remaining relatively flat. Salaries and benefits (including related parties) decreased significantly to €469,818 (approximately $536,485) from €994,742 for H1 2026 and 2025, respectively, reflecting reduced management fees allocated from Umbrella Global Energy (€98,462 (approximately $112,413) vs €350,000). The Company recorded bad debt expense of €23,694 (approximately $27,056) in H1 2026 compared to €0 in H1 2025.
Other Income and Expense
Total other expense increased to €444,895 (approximately $507,937) from €233,441. Interest expense increased to €351,691 (approximately $401,546) from €157,432, primarily reflecting higher interest on the restructured bank loans (€73,267 (approximately $83,651) vs €0 in H1 2025) and increased Enerfip debt bond interest (€98,373 (approximately $112,312) vs €92,733). Interest expense – related party decreased to €26,448 (approximately $30,200) from €40,627 due to repayments on the Umbrella Global Energy loan. Foreign exchange losses increased to €66,756 (approximately $76,221) from €39,047.
Net Income (Loss)
The Company achieved net income of €65,647 (approximately $74,949), or €0.00 per ordinary share (basic and diluted), for H1 2026, compared to a net loss of €1,397,715, or €0.03 loss per ordinary share, for H1 2025. This improvement was driven by the significant increase in revenue and the reduction in operating expenses.
Liquidity and Capital Resources
Turbo Energy measures liquidity in terms of its ability to fund the cash requirements of its business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of financing. The Company’s working-capital requirements primarily relate to the procurement of battery systems and other components, inventory requirements, the execution of commercial and industrial projects and the timing of customer collections and supplier payments. Its recurring capital expenditures primarily consist of internally developed software costs. The Company also incurs legal, accounting, audit, insurance and other costs associated with operating as a public company.
The Company expects its working-capital requirements to increase as it executes contracted projects, expands its energy-storage and energy-management activities and pursues selected commercial opportunities. Its future liquidity requirements will depend on, among other factors, project execution and payment schedules, inventory and procurement requirements, cash flows from operations and access to external financing.
As of June 30, 2026, we had €503,586 (approximately $574,944) in cash, compared to €493,129 at December 31, 2025. During the six months ended June 30, 2026, we achieved net income of €65,647 (approximately $74,949). In February 2026, we completed a restructuring of our bank debt, converting short-term credit lines into long-term loans totaling approximately €4.87 million with a maturity date in 2029. During the first half of 2026, we raised approximately USD 3.78 million net proceeds through equity offerings, including a Registered Direct Offering and issuances under an at-the-market program. Subsequent to June 30, 2026, we continued to issue securities under our at-the-market program, raising approximately USD 1.11 million in net proceeds. Our existing cash resources, combined with support from Umbrella Global Energy Group and access to capital markets, are expected to provide sufficient funds for operations for more than 12 months. However, we are evaluating strategies to obtain additional funding to support our long-term growth strategies and future operations. These strategies include, but are not limited to, obtaining equity financing, issuing or restructuring debt, entering into other alternative financing arrangements and continuing to structure our operations to optimize revenue growth on a global basis. The availability and terms of any additional equity or debt financing will depend on market conditions and other factors outside the Company’s control. If additional financing is not available when required or on acceptable terms, the Company may adjust the timing or scope of certain planned investments and growth initiatives, prioritize capital allocation or pursue alternative financing arrangements. Any such measures could affect the timing of the Company’s growth plans and future financial performance.
5
Cash Flows
The following table summarizes our cash flows for the six-month periods ended June 30, 2026 and 2025:
Operating cash usage increased primarily due to working capital changes, including significant increases in inventories and accounts receivable, partially offset by collections from related parties. Investing activities decreased significantly due to lower capitalized software development costs. Financing activities were driven by net proceeds of €3,786,022 (approximately $4,323,015) from equity offerings.
| For the Six Months Ended June 30, | ||||||||||||
| 2026 (in USDs) | 2026 (in Euros) | 2025 (in Euros) | ||||||||||
| Net cash used in operating activities | $ | (4,177,337 | ) | € | (3,658,411 | ) | € | (1,339,904 | ) | |||
| Net cash used in investing activities | $ | (28,931 | ) | € | (25,340 | ) | € | (459,970 | ) | |||
| Net cash provided by financing activities | $ | 4,218,218 | € | 3,694,208 | € | 779,309 | ||||||
| Net change in cash | $ | 11,939 | € | 10,457 | € | (1,020,565 | ) | |||||
| Cash, beginning of period | $ | 563,025 | € | 493,129 | € | 2,384,625 | ||||||
| Cash, end of period | $ | 574,944 | € | 503,586 | € | 1,364,060 | ||||||
Discussion of Critical Accounting Policies and Estimations
The preparation of the financial statements in conformity with IFRS and interpretations issued by the IFRS IC applicable to companies reporting under IFRS requires us to make estimates and judgements that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, mainly related to accounts receivables, contract assets and liabilities, fixed assets, intangibles and goodwill, accrued expenses, revenues, stock-based compensation and contingencies. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates. Please refer to our discussion of critical accounting policies in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 for a discussion about those policies that we believe are the most important to the understanding of our financial condition and results of operations as such policies affect our more significant judgements and estimated used in the preparation of the financial statements included in this interim report.
Legal Proceedings
On April 2025, Boustead Securities, LLC (“Boustead”) initiated an arbitration proceeding against Turbo Energy, S.L. (“Turbo Energy” or the “Company”) before the Financial Industry Regulatory Authority (“FINRA”), Case No. 25-01072. The arbitration arises from Boustead’s prior role as placement agent and underwriter in connection with the Company’s initial public offering. Boustead’s claims seek recovery of approximately $216,000 in cash fees and warrants for more than 96,000 shares of the Company, which Boustead alleges are due pursuant to a right of first refusal provision contained in the parties’ March 7, 2022 Engagement Agreement.
On August 7, 2025, Turbo Energy filed its Answer and asserted counterclaims against Boustead, alleging, among other things, breach of contract, negligent misrepresentation, and fraud, and seeking damages and other relief. Turbo Energy’s counterclaims arise from disputes concerning the calculation and payment of certain expenses and the scope and enforceability of Boustead’s right of first refusal. On August 27, 2025, Boustead filed its response denying all allegations in Turbo’s counterclaims and asserting affirmative defenses.
On September 18, 2025, the FINRA arbitration panel issued an order denying Boustead’s motion to change the hearing location. The arbitration proceedings remain ongoing. The Company intends to vigorously pursue its counterclaims and defend against all claims asserted by Boustead. At this stage, the Company cannot predict the outcome of the arbitration or estimate any potential loss or recovery.
Subsequent to June 30, 2026, Turbo Energy was served with a summons and complaint in one of three civil actions filed in the Supreme Court of the State of New York, naming the Company as a defendant alongside more than 125 defendants, including more than 100 issuers, 27 underwriters or placement agents and 14 individuals. The complaints broadly allege violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 in connection with the Company’s September 2023 initial public offering. The allegations are primarily directed at the entities involved in the offerings and their alleged involvement in potential pump-and-dump schemes, without making any specific allegations against the Company. Based on legal advice received, it is considered highly likely that the claims against Turbo Energy will be dismissed in their current form. Turbo Energy’s potential exposure is expected to be limited to legal costs associated with the preparation and filing of a motion to dismiss, estimated not to exceed USD 50,000.
6
Exhibit 99.3
TURBO ENERGY DELIVERS RECORD FIRST-HALF 2026 REVENUE AND SWINGS TO POSITIVE OPERATING INCOME
Revenue increased 172.7% to €15.0 million (approximately $17.2 million); operating income turned positive, representing a €1.7 million year-over-year improvement
VALENCIA, Spain — (GLOBE NEWSWIRE) — September 29, 2026 — Turbo Energy, S.A. (Nasdaq: TURB) (“Turbo Energy” or the “Company”), a technology-driven integrator of energy storage and intelligent energy-management solutions, today reported its unaudited consolidated financial results for the six months ended June 30, 2026.
Total revenue for the first half of 2026 increased 172.7% to €15,033,238 (approximately $17.2 million), compared with €5,512,458 in the first half of 2025. The Company achieved positive operating income of €510,542 (approximately $0.58 million) in the first half of 2026, compared with an operating loss of €1,164,274 in the prior-year period, representing a year-over-year improvement of €1,674,816 (approximately $1.91 million). Turbo Energy also reported net income of €65,647 (approximately $75,000) in the first half of 2026, compared with a net loss of €1,397,715 in the first half of 2025.
Revenue growth reflected the continued expansion of the Company’s intelligent energy solutions business, including the execution of its 366 MWh industrial energy-storage project and continued activity across its broader product portfolio.
The results are consistent with the preliminary results announced in July 2026 and mark an important step in Turbo Energy’s transition from a period focused on technology investment and market expansion toward greater operating discipline and improved financial performance.
First Half 2026 Financial Highlights
| ● | Record revenue: Total revenue increased 172.7% to €15,033,238 (approximately $17.2 million), from €5,512,458 in the first half of 2025. |
| ● | Higher gross profit: Gross profit increased 87.6% to €2,484,022 (approximately $2.8 million), from €1,324,430. |
| ● | Positive operating and net income: Operating income reached €510,542 (approximately $0.58 million), and net income was €65,647 (approximately $75,000), compared with an operating loss of €1,164,274 and a net loss of €1,397,715. |
| ● | Stronger equity position: Shareholders’ equity increased to €5,518,529 (approximately $6.3 million) as of June 30, 2026, from €1,599,640 as of December 31, 2025. |
“The first half of 2026 marks an important financial milestone for Turbo Energy,” said Mariano Soria, the Chief Executive Officer of Turbo Energy. “We delivered record revenue and moved from an operating loss to positive operating income. This performance reflects the growing scale of our project execution and the investments we have made in technology and industrial energy-storage capabilities.”
“Our next priority is to build on this progress by improving project mix and margins, converting working capital more efficiently into cash and increasing the contribution of our proprietary energy-management technology and service-based business models. We believe these capabilities can create a more differentiated and higher-value energy-storage platform.”
Operating income reflects higher gross profit and lower operating expenses
Gross profit increased 87.6% to €2,484,022 (approximately $2.8 million), from €1,324,430 in the prior-year period. Cost of revenue increased 199.7% to €12,549,216 (approximately $14.3 million), from €4,188,028, reflecting the substantial increase in sales volume and the greater contribution of large-scale industrial project deliveries. As a result, gross margin was 16.5%, compared with 24.0% in the first half of 2025. Improving project mix and increasing the contribution of proprietary software and service-based revenue remain key priorities for the Company.
Total operating expenses decreased 20.7% to €1,973,480 (approximately $2.3 million), from €2,488,704. The combination of higher gross profit and lower operating expenses resulted in operating income of €510,542 (approximately $0.58 million), compared with an operating loss of €1,164,274 in the first half of 2025.
Total other expense increased to €444,895 (approximately $0.51 million), from €233,441, primarily due to higher interest expense and foreign-exchange losses. After these items, Turbo Energy reported net income of €65,647 (approximately $75,000), compared with a net loss of €1,397,715 in the prior-year period.
Strengthened financial position
Shareholders’ equity increased to €5,518,529 (approximately $6.3 million) as of June 30, 2026, from €1,599,640 as of December 31, 2025. The increase primarily reflected €3.78 million (approximately $4.32 million) in net proceeds from the Company’s registered direct offering and at-the-market issuances during the first half of 2026.
Working capital improved to €6,547,449 (approximately $7.5 million) as of June 30, 2026, from negative working capital of €910,135 as of December 31, 2025. The improvement primarily reflected the restructuring of €4,870,491 (approximately $5.6 million) of bank debt into long-term financing, the proceeds from Turbo Energy’s equity offerings and a reduction in current liabilities.
Toward a higher-value energy-storage platform
Turbo Energy is evolving its offering beyond the supply and integration of energy-storage systems toward a model combining project execution, intelligent energy management and service-based revenue opportunities. Turbo Energy believes this combination can increase the operational and economic value of deployed storage infrastructure while creating a more differentiated and scalable business over time.
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Availability of financial information
Turbo Energy’s unaudited condensed interim consolidated financial statements and its Operating and Financial Review and Prospects for the six months ended June 30, 2026, and 2025 are included in a Report on Form 6-K furnished to the U.S. Securities and Exchange Commission.
The Company’s condensed interim consolidated financial statements are presented in euros, its functional currency. Unless otherwise indicated, all U.S. dollar amounts translated from euros in this press release are approximate and were calculated using an exchange rate of $1.1417 per euro, which was the June 30, 2026, exchange rate according to the U.S. Federal Reserve. These translations are provided solely for the convenience of readers and should not be construed as representations that the euro amounts could have been or could be converted into U.S. dollars at that or any other rate.
About Turbo Energy, S.A.
Founded in 2013, Turbo Energy, S.A. (Nasdaq: TURB) is a global technology integrator specializing in AI-driven energy storage and energy management solutions. The Company integrates advanced battery storage, proprietary software and energy management systems into intelligent energy solutions that help residential, commercial and industrial customers optimize energy consumption, reduce costs, improve resilience and maximize the value of their energy assets.
As part of Umbrella Global Energy, Turbo Energy plays a strategic role in driving innovation in intelligent energy storage, electrification and software-defined energy management across Europe, North America and Latin America. For more information, please visit www.turbo-e.com.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control, including the risks described in the Company’s registration statements and annual reports under the heading “Risk Factors” as filed with the Securities and Exchange Commission. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and Turbo Energy, S.A. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information, please contact:
Turbo
Energy | Investor Relations
Email: investors@turbo-e.com
Website: investors.turbo-e.com
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TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Operations
(Unaudited)
(Expressed in Euro)
| Six Months Ended June 30, | |||||||||||
| Note | 2026 | 2025 | |||||||||
| Revenue | 18 | € | 7,835,027 | € | 5,026,963 | ||||||
| Revenue - related parties | 11,18 | 7,186,691 | 410,342 | ||||||||
| Other operating income | 11,520 | 75,153 | |||||||||
| Total Revenue | 15,033,238 | 5,512,458 | |||||||||
| Cost and Expenses | |||||||||||
| Cost of revenues | 19 | 12,549,216 | 4,188,028 | ||||||||
| Selling and administrative | 20 | 1,378,224 | 1,137,050 | ||||||||
| Selling and administrative - related parties | 11,20 | 101,744 | 356,912 | ||||||||
| Salaries and benefits | 400,755 | 870,583 | |||||||||
| Salaries and benefits - related parties | 11 | 69,063 | 124,159 | ||||||||
| Bad debt expense | 4 | 23,694 | - | ||||||||
| Total Cost and Expenses | 14,522,696 | 6,676,732 | |||||||||
| Income (loss) from operations | 510,542 | (1,164,274 | ) | ||||||||
| Other Income (Expense) | |||||||||||
| Other income | - | 208 | |||||||||
| Interest income | - | 3,457 | |||||||||
| Interest expense | (351,691 | ) | (157,432 | ) | |||||||
| Interest expense - related party | (26,448 | ) | (40,627 | ) | |||||||
| Foreign exchange gain (loss) | (66,756 | ) | (39,047 | ) | |||||||
| Total Other Income (Expense) | (444,895 | ) | (233,441 | ) | |||||||
| Net Income (Loss) Before Income Tax | 65,647 | (1,397,715 | ) | ||||||||
| Income tax Expense (Recovery) | |||||||||||
| - Current | - | - | |||||||||
| - Deferred | - | - | |||||||||
| Net Income (Loss) | € | 65,647 | € | (1,397,715 | ) | ||||||
| Basic Net Income (Loss) per Ordinary Share | € | 0.00 | € | (0.03 | ) | ||||||
| Diluted Net Income (Loss) per Ordinary Share | € | 0.00 | € | (0.03 | ) | ||||||
| Weighted Average Number of Ordinary Shares Outstanding - Basic | 59,415,835 | 55,085,700 | |||||||||
| Weighted Average Number of Ordinary Shares Outstanding - Diluted | 61,143,577 | 55,085,700 | |||||||||
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TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited)
(Expressed in Euro)
| June 30, | December 31, | |||||||||||
| As at | Note | 2026 | 2025 | |||||||||
| Assets | ||||||||||||
| Current | ||||||||||||
| Cash and cash equivalent | 2 | € | 503,586 | € | 493,129 | |||||||
| Accounts receivable and other receivables | 4 | 3,274,020 | 1,739,775 | |||||||||
| Inventories | 5 | 4,830,099 | 3,444,184 | |||||||||
| Amount due from related parties | 11 | 5,942,031 | 10,443,887 | |||||||||
| Prepaid expense | 6 | 3,712,271 | 3,643,077 | |||||||||
| Investments | 7 | 34,557 | 34,557 | |||||||||
| Total Current Assets | 18,296,564 | 19,798,609 | ||||||||||
| Non-Current Assets | ||||||||||||
| Property and equipment, net | 8 | 204,452 | 214,966 | |||||||||
| Intangible assets, net | 9 | 1,882,964 | 2,102,151 | |||||||||
| Right-of-use assets | 16 | 15,470 | 21,444 | |||||||||
| Deferred tax assets | 2,272,573 | 2,272,573 | ||||||||||
| Total Assets | € | 22,672,023 | € | 24,409,743 | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 10 | € | 6,848,799 | € | 12,647,530 | |||||||
| Accrued interest payable | 12 | 34,310 | 355,711 | |||||||||
| Accrued interest payable - related party | 11 | 26,448 | - | |||||||||
| Amount due to related parties | 11 | 3,400,635 | 2,929,117 | |||||||||
| Lease liabilities - current portion | 16 | 10,163 | 12,203 | |||||||||
| Bank loans - current portion | 13 | 1,175,408 | 4,510,831 | |||||||||
| Debt bond - current portion | 12 | 253,352 | 253,352 | |||||||||
| Total Current Liabilities | 11,749,115 | 20,708,744 | ||||||||||
| Non-Current Liabilities | ||||||||||||
| Lease liabilities | 16 | 6,068 | 10,059 | |||||||||
| Bank loans | 13 | 3,433,687 | - | |||||||||
| Deferred tax liabilities | 30,595 | 30,595 | ||||||||||
| Debt bond - noncurrent portion | 12 | 1,934,029 | 2,060,705 | |||||||||
| Total Liabilities | 17,153,494 | 22,810,103 | ||||||||||
| Shareholders’ Equity | ||||||||||||
| Share Capital | 14 | 3,143,855 | 2,754,285 | |||||||||
| Additional paid in capital | 14 | 7,404,278 | 3,940,606 | |||||||||
| Reserve | 15 | 1,411,846 | 1,411,846 | |||||||||
| Accumulated Deficit | (6,441,450 | ) | (6,507,097 | ) | ||||||||
| Total Shareholders’ Equity | 5,518,529 | 1,599,640 | ||||||||||
| Total Liabilities and Shareholders’ Equity | € | 22,672,023 | € | 24,409,743 | ||||||||
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TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in Euro)
| Six Months Ended June 30, | |||||||||||
| Note | 2026 | 2025 | |||||||||
| Cash Provided by (Used in) | |||||||||||
| Operating Activities | |||||||||||
| Net income (loss) before income tax | € | 65,647 | € | (1,397,715 | ) | ||||||
| Items not affecting cash: | |||||||||||
| Stock-based compensation | 2 | 67,220 | 63,682 | ||||||||
| Bad debt expense | 4 | 23,694 | - | ||||||||
| Depreciation of property and equipment | 8 | 10,514 | 5,937 | ||||||||
| Amortization of intangible assets | 9 | 244,527 | 48,763 | ||||||||
| Amortization of right-of-use assets | 16 | 5,974 | 38,250 | ||||||||
| Accretion of lease liabilities | 16 | 430 | 2,442 | ||||||||
| Gain on lease cancellation | 16 | - | (137 | ) | |||||||
| Changes in non-cash working capital items: | |||||||||||
| Inventories | 5 | (1,385,915 | ) | (636,450 | ) | ||||||
| Accounts receivable and other receivables | 4 | (1,557,939 | ) | 1,934,794 | |||||||
| Deferred tax assets | 17 | - | 3,390 | ||||||||
| Due from related parties | 11 | 5,097,469 | (151,543 | ) | |||||||
| Due to related parties | 11 | (67,154 | ) | (1,329 | ) | ||||||
| Prepaid expense | 6 | (69,194 | ) | (580,865 | ) | ||||||
| Accounts payable and accrued liabilities | 10 | (5,798,731 | ) | (733,186 | ) | ||||||
| Accrued interest payable | 12 | (321,401 | ) | 23,436 | |||||||
| Accrued interest payable - related party | 11 | 26,448 | 40,627 | ||||||||
| Net cash used in operating activities | (3,658,411 | ) | (1,339,904 | ) | |||||||
| Investing Activities | |||||||||||
| Purchase of equipment | 8 | - | (9,008 | ) | |||||||
| Purchase of intangible assets | 9 | (25,340 | ) | (450,962 | ) | ||||||
| Net cash used in investing activities | (25,340 | ) | (459,970 | ) | |||||||
| Financing Activities | |||||||||||
| Net proceed from Issuance of common stock through public offering | 13 | 3,786,022 | - | ||||||||
| Proceeds from debt bond | 12 | - | 1,667,638 | ||||||||
| Repayment of debt bond | 12 | (126,676 | ) | (126,676 | ) | ||||||
| Repayment of bank loans | 13 | - | (90,374 | ) | |||||||
| Net proceeds (repayment) from lines of credit | 13 | 98,264 | 276,052 | ||||||||
| Repayment of lease liabilities | 16 | (6,461 | ) | (40,488 | ) | ||||||
| Payments to related parties | 11 | (59,083 | ) | (907,213 | ) | ||||||
| Proceeds from related parties | 11 | 2,142 | 370 | ||||||||
| Net cash provided by financing activities | 3,694,208 | 779,309 | |||||||||
| Net change in cash | 10,457 | (1,020,565 | ) | ||||||||
| Cash - beginning of period | 493,129 | 2,384,625 | |||||||||
| Cash - end of period | € | 503,586 | € | 1,364,060 | |||||||
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