Turbo Energy SA ADR美股招股说明书(2026-03-13版)

Prospectus Supplement(to Prospectus dated December 16, 2025) TURBO ENERGY, S.A. 1,000,000 American Depositary Shares Representing 5,000,000 Ordinary Shares Turbo Energy, S.A. (the “Company” or “we” or “our” or “us”) is offering (“Offering”) to a single global institutional investor (the“investor”) 1,000,000 of the Company’s American Depository Shares (the “ADSs”), each representing 5 ordinary shares, par valuefive cents of euro (€0.05) per share, at an offering price of $3.25 per ADS in a registered direct offering pursuant to this prospectussupplement and the accompanying prospectus and a securities purchase agreement dated as of March 11, 2026 (the “RDO SecuritiesPurchase Agreement”), by and between us and the investor. Our ADSs are listed on the Nasdaq Capital Market under the symbol “TURB.” On March 11, 2026, the last reported sale price ofour ADSs was $3.74 per ADS. The aggregate market value of our outstanding ADSs held by non-affiliates as of the date of this prospectus supplement wasapproximately $13,638,711.75, based on 55,085,700 ordinary shares outstanding, approximately 13,503,675 of which were held bynon-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 highestclosing sale price of our ADSs on The Nasdaq Capital Market within the prior 60 days. During the 12 calendar months prior to andincluding the date of this prospectus supplement, we have not sold our securities pursuant to General Instruction I.B.5 of Form F-3.Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registration statement in apublic primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our publicfloat 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-10 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. We have retained A.G.P./Alliance Global Partners to act as our exclusive placement agent (“A.G.P.” or the “placement agent”) inconnection with this offering to use its “reasonable best efforts” to solicit offers to purchase our ADSs. The placement agent has noobligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount ofsecurities but has agreed to use its best efforts to sell the securities offered by this prospectus supplement and accompanyingprospectus. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds raised in this Offering as set forth in thetable below. See “Plan of Distribution” beginning on page S-18 of this prospectus supplement for more information regarding thesearrangements. Offering Price (1)We have agreed to (i) pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds, and (ii) reimburse theplacement agent up to $50,000 in reasonable documented legal expenses and up to $15,000 in non-accountable expenses. See“Plan of Distribution” for additional information and a complete description of the compensation payable to the placement agent. The delivery to purchasers of the securities being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to be made on or about March 13, 2026, subject to satisfaction of certain customary closing conditions. Sole Placement Agent A.G.P. The date of this prospectus supplement is March 11, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCOMMONLY USED DEFINED TERMSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-9RISK FACTORSS-10CAUTIONARY NOTE FORWARD-LOOKING STATEMENTSS-12USE OF PROCEEDSS-13DIVIDEND POLICYS-14CAPITALIZATIONS-15DILUTIONS-16DESCRIPTION OF SECURITIES WE ARE OFFERINGS-17PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-20EXPERTSS-20INCORPORATION BY REFERENCES-22WHERE YOU CAN FIND MORE INFORMATIONS-21 PROSPECTUS ABOUT THIS PROSPECTUSiiCOMMONLY USED DEFINED TERMSiiiPROSPECTUS SUMMARY1RISK FACTORS11OFFER STATISTICS AND EXPECTED TIMETABLE34SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS34CAPITALIZATION AND INDEBTEDNESS35DILUTION35USE OF PROCEEDS35DESCRIPTION OF SHARE CAPITAL35DESCRIPTION OF AMERICAN DEPOSITARY SHARES46DESCRIPTION OF DEBT SECURITIES58DESCRIPTION OF WARRANTS59DESCRIPTION OF RIGHTS60DESCRIPTION OF UNITS61TAXATION62PLAN OF DISTRIBUTION68EXPENSES69LEGAL MATTERS69EXPERTS69FINANCIAL INFORMATION69INDEMNIFICATION70ENFORCEMENT