Turbo Energy, S.A. - Form 20-F Summary (Fiscal Year Ended December 31, 2025)
Business Context and Reporting Period
Company: Turbo Energy, S.A. (Spanish corporation, Nasdaq ticker: TURB)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Turbo Energy is a technology-driven provider of AI-driven solar energy storage and intelligent energy management solutions. The company focuses on the SUNBOX product line, offering integrated hardware and software for residential, commercial, industrial, and utility-scale applications. It operates primarily in Spain but is expanding into the U.S. and Latin America.
Accounting Basis: International Financial Reporting Standards (IFRS)
Key Financial Metrics
| Metric | 2025 (€) | 2024 (€) | Change |
|---|---|---|---|
| Total Revenue | 19,986,500 | 9,638,012 | +107% |
| Net Loss | (1,156,309) | (3,337,000) | -65% (Improvement) |
| Gross Profit | 3,897,079 | 557,669 | +599% |
| Gross Margin | 19.5% | 5.8% | +13.7 pts |
| Operating Cash Flow | (1,897,896) | 986,949 | Shift to Outflow |
| Cash and Equivalents (End of Period) | 493,129 | 2,384,625 | -79% |
| Total Debt (Bank Loans + Bonds) | 6,824,888 | 5,235,831 | +30% |
Note: Revenue growth was driven primarily by a 646% increase in SUNBOX Industry sales. Operating cash flow turned negative due to increased inventory purchases and advances to suppliers.
Material Changes vs. Prior Period
- Revenue Surge: Total revenue more than doubled to €19.99 million, driven by a new large-scale project in the ceramics sector in Valencia, Spain, which boosted SUNBOX Industry sales from €1.6 million to €11.9 million.
- Customer Concentration: Concentration increased significantly. In 2025, one customer accounted for 49% of total revenue, compared to two customers accounting for 12% in 2024.
- Related Party Transactions: Sales to related parties (Umbrella Global Energy group) surged to €10.5 million in 2025 (52% of total revenue) from €0.3 million in 2024.
- Inventory and Working Capital: Inventory levels rose to €3.4 million from €1.9 million. Prepaid expenses increased to €3.6 million, largely due to advances to suppliers for inventory procurement.
- Loss Reduction: Net loss improved significantly to €1.16 million from €3.34 million, aided by higher gross margins and the absence of the €2.1 million inventory impairment charge recorded in 2024 due to flooding.
Guidance, Outlook, Risks, and Unusual Items
- Nasdaq Compliance Risk: The company received a notice from Nasdaq on January 12, 2026, stating it failed to meet the minimum stockholders' equity requirement ($2.5 million). A compliance plan was submitted on February 26, 2026, involving raising equity capital and converting approximately €1.2 million of parent company debt to equity. Failure to regain compliance could result in delisting.
- Subsequent Financing: In March 2026, the company completed a registered direct offering and ATM sales, raising approximately $5.0 million in gross proceeds to strengthen liquidity and address Nasdaq requirements.
- Debt Restructuring: In February 2026, the company restructured bank financing with major Spanish banks, converting facilities into long-term debt totaling approximately €4.87 million with maturities extending to 2029.
- Legal Proceedings: An ongoing FINRA arbitration with Boustead Securities regarding fees and warrants from the IPO remains unresolved. The company has filed counterclaims alleging breach of contract and fraud.
- Operational Risks: The company faces supply chain risks due to reliance on Chinese suppliers for batteries and inverters. It also faces risks related to the adoption of lithium-ion battery technology and potential trade tariffs.
Investor Verification Checklist
- Nasdaq Status: Verify the current status of the Nasdaq compliance plan and whether the stockholders' equity requirement has been met to avoid delisting.
- Customer Concentration: Assess the sustainability of revenue given that 49% came from a single customer in 2025 and the nature of the related-party sales (52% of revenue).
- Liquidity Position: Confirm the utilization of the $5.0 million raised in March 2026 and the company's ability to maintain positive operating cash flow given the heavy investment in inventory.
- Legal Exposure: Monitor the outcome of the FINRA arbitration with Boustead Securities and any potential financial impact from counterclaims or settlements.
- Supply Chain Resilience: Evaluate the company's contingency plans for supply chain disruptions, particularly regarding components sourced from China.