Turbo Energy SA ADR 2025年年度报告和过渡报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report _________________________For the transition period from ___________ to ___________ Commission file number:001-41813 TURBO ENERGY, S.A.(Exact Name of Registrant as Specified in Its Charter) Not Applicable(Translation of Registrant’s Name Into English) Kingdom of Spain(Jurisdiction of Incorporation or Organization) Street Isabel la Católica, 8, Door 51,Valencia, Spain 46004(Address of Principal Executive Offices) Alejandro Moragues, CFO+34 961 196 250alejandromoragues@turbo-e.comStreet Isabel la Católica, 8, Door 51, Valencia, Spain 46004(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: *Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq StockMarket LLC. The American Depositary Shares represent ordinary shares and are being registered under theSecurities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly,the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Actof 1934, as amended, pursuant to Rule 12a-8. Securities registered or to be registered pursuant to Section 12(g) of the Act. None(Title of Class) None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the closeof the period covered by the annual report (December 31, 2024): There were 55,085,700 shares of the registrant’sordinary shares outstanding, par value €0.05 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Emerging growthcompany☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Yes☐No☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: International Financial Reporting Standards as issuedby the Internat