Turbo Energy SA ADR美股招股说明书(2026-03-25版)

TURBO ENERGY, S.A. Turbo Energy, S.A. (the “Company” or “we” or “our” or “us”) has entered into a sales agreement (the “Sales Agreement”), datedMarch 25, 2026, with A.G.P./Alliance Global Partners (“A.G.P.” or the “Sales Agent”) relating to the American Depositary Shares (the“ADSs”), offered by this prospectus supplement. Each ADS represents 5 ordinary shares, par value five cents of euro (€0.05) pershare. Under this prospectus supplement, we may offer and sell ADSs having an aggregate offering price of up to $2,979,570 fromtime to time through or to A.G.P., acting as Sales Agent or principal, in accordance with the Sales Agreement. Sales of the ADSs, if any, under this prospectus supplement and the accompanying base prospectus may be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market LLC (the “Nasdaq”), theexisting trading market for our ADS, or any other existing trading market in the Unites States for our ADS, sales made to or through amarket maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.A.G.P. is not required to sell any specific number or dollar amount of ADSs, but will act as Sales Agent using commercially reasonableefforts basis consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. There isno arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay A.G.P. a commission of up to 3.0% of the gross sales price per ADS issued by us and sold through it as our SalesAgent under the Sales Agreement. In connection with the sale of ADS on our behalf, A.G.P. may be deemed to be an “underwriter”within the meaning of the Securities Act and the compensation of A.G.P. may be deemed to be underwriting commissions or discounts.We provide more information about how the ADSs will be sold in the section entitled “Plan of Distribution.” Our ADSs are listed on the Nasdaq Capital Market under the symbol “TURB.” On March 23, 2026, the last reported sale price ofour ADSs was $1.96 per ADS. The aggregate market value of our outstanding ADSs held by non-affiliates as of the date of this prospectus supplement wasapproximately $18,688,711, based on 60,085,700 ordinary shares outstanding, approximately 18,503,675 of which were held by non-affiliates, and a per ADS price of $5.05 based on the closing sale price of our ADSs on March 9, 2026, which is the highest closingsale price of our ADSs on The Nasdaq Capital Market within the prior 60 days. During the 12 calendar months prior to and includingthe date of this prospectus supplement, we have sold $3,250,000 of our securities pursuant to General Instruction I.B.5 of Form F-3.Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.5 of Form F-3 to offer and sell ADSshaving an aggregate offering price of up to approximately $2,979,570. Pursuant to General Instruction I.B.5 of Form F-3, in no eventwill we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-thirdof our public float in any 12-month period so long as our public float remains below $75.0 million. Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties describedunder the heading “Risk Factors” beginning on page S-11 of this prospectus supplement, the accompanying prospectus andunder similar headings in the other documents that are incorporated by reference into this prospectus supplement andaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Sole Sales Agent A.G.P. The date of this prospectus supplement is March 25, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCOMMONLY USED DEFINED TERMSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-10RISK FACTORSS-11CAUTIONARY NOTE FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-14DIVIDEND POLICYS-14CAPITALIZATIONS-15DILUTIONS-16DESCRIPTION OF SECURITIES WE ARE OFFERINGS-16PLAN OF DISTRIBUTIONS-28LEGAL MATTERSS-29EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-29INCORPORATION BY REFERENCES-30 PROSPECTUS ABOUT THIS PROSPECTUSiiCOMMONLY USED DEFINED TERMSiiiPROSPECTUS SUMMARY1RISK FACTORS11OFFER STATISTICS AND EXPECTED TIMETABLE34SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS34CAPITALIZATION AND INDEBTEDNESS35DILUTION35USE OF PROC