TURB.NASDAQTurbo Energy, SA

SCHEDULE: Major Shareholder Trims Turbo Energy Stake

Sentiment:

Amendment to Schedule 13D


Umbrella Global Energy S.A. has significantly reduced its beneficial ownership in Turbo Energy, S.A. through a series of open market sales of American Depositary Shares.

Worse than expectedThe significant sales by a major, controlling shareholder (Umbrella Global Energy S.A.) are generally perceived negatively by the market.The sales occurred at declining price ranges, indicating a lack of strong demand or increasing selling pressure during the period of disposition.

Summary

  • Umbrella Global Energy S.A. (formerly Umbrella Solar Investment S.A.) filed Amendment No. 3 to its Schedule 13D, reporting changes in its beneficial ownership of Turbo Energy, S.A. Ordinary Shares and American Depositary Shares (ADSs).
  • The reporting person sold a total of 1,700,735 ADSs in multiple open market transactions between October 2, 2025, and November 11, 2025.
  • These sales generated an aggregate total consideration of approximately $5,668,000.
  • The sales occurred in three tranches: 145,490 ADSs at $3.94-$5.01, 146,259 ADSs at $3.92-$4.18, and 1,408,986 ADSs at $2.56-$3.15.
  • As a result of these transactions, Umbrella Global Energy S.A. now directly holds 41,582,025 Ordinary Shares of Turbo Energy, S.A., representing 75.48% of the outstanding shares.
  • The percentage is based on 55,085,700 Ordinary Shares considered outstanding as of February 13, 2024.
  • Enrique Selva Bellvis, Chairman of Turbo Energy, S.A., is deemed the beneficial owner of all shares held by Umbrella Global Energy S.A. through his personal ownership (23.21%) and his 100% ownership of Crocodile Investment, S.L.U. (which owns 54% of Umbrella Global).

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant insider selling by a controlling shareholder, especially at declining prices, which can signal a lack of confidence in the company's near-term prospects.

Negatives

  • A significant reduction in beneficial ownership by a major shareholder, Umbrella Global Energy S.A., which is controlled by the Chairman of Turbo Energy, S.A., Enrique Selva Bellvis.
  • The sales of American Depositary Shares (ADSs) occurred at progressively declining price ranges, from a high of $5.01 per ADS down to a low of $2.56 per ADS, indicating downward price pressure during the selling period.

Risks

  • The Reporting Person reserves the right to change its investment plans, including disposing of additional securities of the Issuer, which could lead to further downward pressure on the stock price.
  • The significant reduction in ownership by a controlling shareholder may signal a lack of confidence in the Issuer's future prospects from an insider's perspective.

Future Outlook

The Reporting Person intends to continuously review its investment in Turbo Energy, S.A. and reserves the right to change its plans or intentions, including acquiring additional securities or disposing of existing ones, to maximize the value of its investment. However, the Reporting Person currently has no intention, plan, or proposal regarding extraordinary corporate transactions, changes in management or capitalization, or other material changes to the Issuer's business or corporate structure.

Industry Context

NA

Related Party Transactions

  • The historical transfers of shares that established Umbrella Global Energy S.A.'s ownership involved Enrique Selva Bellvis and Crocodile Investment S.L.U., both of whom are related parties to Umbrella Global Energy S.A. and Turbo Energy, S.A.
  • The current sales of ADSs were conducted by Umbrella Global Energy S.A., which is controlled by Enrique Selva Bellvis, who also serves as the Chairman of the board of directors of Turbo Energy, S.A., making these related party transactions.

Stakeholder Impact

  • Shareholders may perceive the significant reduction in ownership by a major, controlling shareholder as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
  • The company's management and board, particularly Enrique Selva Bellvis, will need to address any market concerns arising from these dispositions.

Next Steps

  • Umbrella Global Energy S.A. will continuously review its investment in Turbo Energy, S.A. and may take further actions regarding its holdings, including additional acquisitions or dispositions.

Key Dates

DateDescription
2013-09-18Turbo Energy, S.A. incorporated as Distritech Solutions S.L.
2013-10-07Distritech Solutions S.L. changed its name to Solar Rocket S.L.
2013-11-08Crocodile Investment, S.L.U. established under the laws of the Kingdom of Spain.
2013-11-29Enrique Selva Bellvis sold 3,000 ordinary shares of Distritech Solutions S.L. to Crocodile Investment S.L.
2015-03-06Crocodile Investment sold 300 ordinary shares to Don Francisco de Borja Pellicer Lopez.
2015-06-08Don Francisco de Borja Pellicer Lopez sold 300 ordinary shares back to Crocodile Investment S.L.
2015-07-16Crocodile Investment S.L. sold 300 ordinary shares to Don Manuel Cercos D Aversa and 300 shares to Don Jose Jorge Alemany Monzo.
2016-05-05Don Jose Jorge Alemany Monzo sold 300 shares back to Crocodile Investment S.L.
2018-03-20Crocodile Investment S.L. transferred 2,700 ordinary shares of Solar Rocket S.L. to Umbrella Solar Investment S.A. (previously Umbrella Capital S.L.) as a non-monetary contribution.
2021-04-08Solar Rocket S.L. merged with Turbo Energy S.L.U., and subsequently changed its name to Turbo Energy S.L.
2022-03-01Umbrella Solar Investments S.A. changed its name to Umbrella Global Energy S.A.
2022-12-01During December 2022, Turbo Energy S.A. issued 50,000,000 shares of common stock for €2,500,000 to its parent company.
2023-02-08Turbo Energy S.L. transformed into a Spanish limited stock company, changing its name to Turbo Energy S.A. and increasing authorized share capital.
2024-02-13Date as of which 55,085,700 Ordinary Shares were considered outstanding for percentage calculation.
2024-02-14Original Schedule 13D filed by Umbrella Solar Investment S.A.
2025-10-02Start date of the first tranche of ADS sales by the Reporting Person.
2025-10-09End date of the first tranche of ADS sales by the Reporting Person.
2025-10-10Start date of the second tranche of ADS sales by the Reporting Person.
2025-10-14End date of the second tranche of ADS sales by the Reporting Person; Amendment No. 1 to Schedule 13D filed.
2025-10-15Start date of the third tranche of ADS sales by the Reporting Person.
2025-10-16Amendment No. 2 to Schedule 13D filed.
2025-11-11Date of event which requires filing of this statement (last sale date); end date of the third tranche of ADS sales by the Reporting Person.
2025-11-13Date of signing of Amendment No. 3 to Schedule 13D.

Recommendation

sell

The significant insider selling by a controlling shareholder, particularly the Chairman of the Issuer, coupled with the declining price trend during these dispositions, suggests a lack of confidence from a key insider. This action typically signals potential headwinds or a belief that the stock is overvalued, warranting a 'sell' recommendation for investors to consider reducing or exiting their positions.

Keywords

Turbo Energy, Umbrella Global Energy, Schedule 13D, Beneficial Ownership, Share Sale, ADSs, SEC Filing, Enrique Selva Bellvis, Insider Selling

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