Turbo Energy, S.A.

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.