SCHEDULE: Umbrella Global Trims Turbo Energy Stake to 88.27%

Umbrella Global Energy S.A. has reduced its beneficial ownership in Turbo Energy, S.A. to 88.27% after selling approximately $1.23 million worth of American Depositary Shares in October 2025.

Summary

• Umbrella Global Energy S.A. (formerly Umbrella Solar Investment S.A.) filed Amendment No. 2 to its Schedule 13D regarding its ownership in Turbo Energy, S.A.
• The reporting person now beneficially owns 48,626,955 Ordinary Shares of Turbo Energy, S.A., representing 88.27% of the outstanding shares.
• This percentage is based on a total of 55,085,700 Ordinary Shares considered outstanding as of February 13, 2024.
• Enrique Selva Bellvis, Chairman of the board of directors of Turbo Energy, S.A., is deemed the beneficial owner of these shares through his controlling interests in Umbrella Global Energy S.A. (23.21% personal ownership and 100% ownership of Crocodile Investment, which owns 54% of Umbrella Global).
• Between October 2, 2025, and October 14, 2025, Umbrella Global Energy S.A. sold a total of 291,749 American Depositary Shares (ADSs) in multiple open market transactions.
• The sales generated aggregate total consideration of approximately $1,233,000, with prices ranging from $3.92 to $5.01 per ADS.

Sentiment

Score: 6

Explanation: The filing indicates a slight reduction in a controlling shareholder's stake, which could be seen as mildly negative. However, the retained 88.27% ownership signifies continued strong control and commitment. The sales generated over $1.2 million, providing liquidity to the reporting person. The overall sentiment is neutral to slightly positive due to the continued strong ownership and the strategic flexibility maintained by the reporting person.

Positives

• The reporting person maintains a significant majority stake of 88.27% in Turbo Energy, S.A., indicating continued strong control and commitment to the investment.
• The sales of ADSs were conducted in the open market, demonstrating liquidity for the shares and providing capital to the reporting person.

Negatives

• The reporting person sold a total of 291,749 ADSs, which could be perceived as a reduction in conviction or a move to diversify, potentially creating downward pressure on the stock price.
• The sales occurred over a relatively short period, which might lead to market speculation regarding the reporting person's long-term intentions.

Risks

• The reporting person explicitly reserves the right to dispose of any additional securities of the Issuer, which could lead to further sales and potential stock price volatility.
• The highly concentrated ownership (88.27% by Umbrella Global Energy S.A., controlled by Enrique Selva Bellvis) means a single entity has significant control over the company's strategic direction, which could limit the influence of minority shareholders.

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. This includes potentially acquiring additional securities of the Issuer, disposing of any securities currently owned, or formulating other plans or proposals to maximize the value of its investment, considering market conditions and company developments.

Management Comments

• We intend to continuously review our investment in the Issuer and reserve the right to change our plans or intentions and to take any and all actions that we may deem appropriate to maximize the value of our investment.

Industry Context

This filing primarily reflects a change in beneficial ownership by a major shareholder and does not provide specific details on broader industry trends. However, the sale of ADSs by a controlling entity could be interpreted in the context of portfolio rebalancing or capital allocation strategies within the renewable energy or technology sectors, where Turbo Energy operates.

Related Party Transactions

• Enrique Selva Bellvis, Chairman of Turbo Energy, S.A., is the sole owner of Crocodile Investment S.L.U. (which owns 54% of Umbrella Global Energy S.A.) and personally owns 23.21% of Umbrella Global Energy S.A., making him the ultimate beneficial owner of the shares held by Umbrella Global Energy S.A. This establishes a significant related-party control structure.
• Turbo Energy S.A. issued 50,000,000 shares for €2,500,000 to its parent company, who is also Turbo Energy S.A.'s sole shareholder, in December 2022.

Stakeholder Impact

• Shareholders: The reduction in the controlling shareholder's stake, while minor, could introduce some uncertainty. However, the continued majority ownership ensures stability in strategic direction.
• Management: The controlling shareholder's stated intent to review its investment and potentially change plans could influence management decisions and strategic alignment.
• Creditors: No direct impact mentioned, but stability in ownership can indirectly affect credit perception.

Next Steps

• The Reporting Person will continuously review its investment in Turbo Energy, S.A. and may acquire additional securities or dispose of existing ones in the future, based on market conditions and company developments.

Key Dates

Recommendation

The filing indicates a minor reduction in a controlling shareholder's stake, which is not a fundamental change to the company's operations or long-term prospects. While the sale provides liquidity to the reporting person, the retained 88.27% ownership by Umbrella Global Energy S.A. (controlled by Enrique Selva Bellvis) suggests continued strategic oversight and stability. Investors should hold to observe future actions by the controlling shareholder and company performance, as this filing does not present a strong case for either buying or selling based solely on the ownership adjustment.

Keywords

Turbo Energy, Umbrella Global Energy, SEC Filing, Schedule 13D, Beneficial Ownership, Share Sales, Enrique Selva Bellvis, Ordinary Shares, American Depositary Shares, Corporate Governance, Spain