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Name | Symbol | Market | Type |
---|---|---|---|
Turbo Energy SA | NASDAQ:TURB | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0744 | 3.33% | 2.3066 | 1.84 | 3.40 | 2.52 | 2.15 | 2.23 | 4,818 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November
Commission File Number:
(Name of Registrant)
Street Isabel la Católica, 8, Door 51,
Valencia, Spain 46004
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Turbo Energy, S.A. (“Turbo Energy” or the “Company”), a company organized under the laws of the Kingdom of Spain, is furnishing this Report on Form 6-K to disclose its financial results for the six months ended June 30, 2024, and to discuss its recent corporate developments.
1
The following exhibits are attached:
Also attached hereto and furnished herewith as Exhibit 101 are the Consolidated Interim Financial Statements as of June 30, 2024 (Unaudited) formatted in XBRL (eXtensible Business Reporting Language), consisting of the following sub-exhibits:
EXHIBIT NO. | DESCRIPTION | |
EX-101 INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
EX-101 SCH | Inline XBRL Taxonomy Extension Schema Document | |
EX-101 CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
EX-101 DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
EX-101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
EX-101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
TURBO ENERGY, S.A. | |
Date: November 15, 2024 | By: | /s/ Mariano Soria |
Mariano Soria | ||
Chief Executive Officer |
3
Exhibit 99.1
TURBO ENERGY, S.A.
Condensed Interim Consolidated Financial Statements
For the six months ended June 30, 2024 and 2023
(Unaudited)
(Expressed in Euro)
INDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-1
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited)
(Expressed in Euro)
June 30, | December 31, | |||||||||||
As at | Note | 2024 | 2023 | |||||||||
(Unaudited) | ||||||||||||
Assets | ||||||||||||
Current | ||||||||||||
Cash | 2 | € | € | |||||||||
Accounts receivable and other receivables, net | 4 | |||||||||||
Inventories, net | 5 | |||||||||||
Amount due from related parties | 11 | |||||||||||
Prepaid expense | 6 | |||||||||||
Investments | 7 | |||||||||||
Total Current Assets | ||||||||||||
Non- Current Assets | ||||||||||||
Property and equipment, net | 8 | |||||||||||
Intangible assets, net | 9 | |||||||||||
Right-of-use assets | 15 | |||||||||||
Deferred tax assets | ||||||||||||
Total Assets | € | € | ||||||||||
Liabilities and Shareholders’ Equity | ||||||||||||
Current Liabilities | ||||||||||||
Accounts payable and accrued liabilities | 10 | € | € | |||||||||
Amount due to related parties | 11 | |||||||||||
Lease liabilities - current portion | 15 | |||||||||||
Bank loans - current portion | 12 | |||||||||||
Total Current Liabilities | ||||||||||||
Non-Current Liabilities | ||||||||||||
Amount due to related party | 11 | |||||||||||
Lease liabilities | 15 | |||||||||||
Bank loans | 12 | |||||||||||
Deferred tax liabilities | ||||||||||||
Total Liabilities | ||||||||||||
Shareholders’ Equity | ||||||||||||
Share Capital | 13 | |||||||||||
Additional paid-in capital | 13 | |||||||||||
Reserve | 14 | |||||||||||
Accumulated Deficit | ( | ) | ( | ) | ||||||||
Total Shareholders’ Equity | ||||||||||||
Total Liabilities and Shareholders’ Equity | € | € |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-2
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Operations
(Unaudited)
(Expressed in Euro)
Six Months Ended June 30, | ||||||||||||
Note | 2024 | 2023 | ||||||||||
Revenue | 17 | € | € | |||||||||
Revenue - related parties | 11,17 | |||||||||||
Other operating income | ||||||||||||
Total Revenue | ||||||||||||
Cost and Expenses | ||||||||||||
Cost of revenues | 18 | |||||||||||
Selling and administrative | 19 | |||||||||||
Selling and administrative - related parties | 11,19 | |||||||||||
Salaries and benefits | ||||||||||||
Salaries and benefits - related parties | 11 | |||||||||||
Bad debt expense | 4 | |||||||||||
Total Cost and Expenses | ||||||||||||
Loss from operations | ( | ) | ( | ) | ||||||||
Other Income (Expense) | ||||||||||||
Interest income | ||||||||||||
Interest expense | ( | ) | ( | ) | ||||||||
Foreign exchange gain (loss) | ( | ) | ||||||||||
Total Other Income (Expense) | ( | ) | ( | ) | ||||||||
Net Loss Before Income Tax | ( | ) | ( | ) | ||||||||
Income tax Expense (Recovery) | ||||||||||||
- Current | ||||||||||||
- Deferred | ||||||||||||
Net Loss | € | ( | ) | € | ( | ) | ||||||
Basic and Diluted Net Loss per Ordinary Share | € | ( | ) | € | ( | ) | ||||||
Weighted Average Number of Ordinary Shares Outstanding - Basic and Diluted |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-3
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
(Expressed in Euro)
Six months ended June 30, 2024
Number of | Additional | Total | ||||||||||||||||||||||||
Outstanding | Share | Paid In | Accumulated | Shareholders’ | ||||||||||||||||||||||
Note | Shares | Capital | Capital | Reserve | Deficit | Equity | ||||||||||||||||||||
Balance, January 1, 2024 | € | € | € | € | ( | ) | € | |||||||||||||||||||
Stock-based compensation | 2 | - | ||||||||||||||||||||||||
Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
Balance, June 30, 2024 | € | € | € | € | ( | ) | € |
Six months ended June 30, 2023
Note | Number of Outstanding Shares | Share Capital | Reserve | Retained Earnings (Accumulated Deficit) | Total Shareholders’ Equity | |||||||||||||||
Balance, January 1, 2023 | € | € | € | € | ||||||||||||||||
Transfer from retained earnings to reserve | 13 | ( | ) | |||||||||||||||||
Net loss for the period | ( | ) | ( | |||||||||||||||||
Balance, June 30, 2023 | € | € | € | ( | ) | € |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-4
TURBO ENERGY, S.A.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in Euro)
Six Months Ended June 30, | ||||||||||||
Note | 2024 | 2023 | ||||||||||
Operating Activities | ||||||||||||
Net loss before income tax | € | ( | ) | € | ( | ) | ||||||
Items not affecting cash: | ||||||||||||
Stock-based compensation | 2 | |||||||||||
Bad debt expense | 4 | |||||||||||
Depreciation of property and equipment | 8 | |||||||||||
Amortization of intangible assets | 9 | |||||||||||
Amortization of right-of-use assets | 15 | |||||||||||
Accretion of lease liabilities | 15 | |||||||||||
Provision for inventory reserves | 5 | ( | ) | |||||||||
Changes in non-cash working capital items: | ||||||||||||
Inventories | 5 | |||||||||||
Accounts receivable | 4 | |||||||||||
Due from related parties | 11 | |||||||||||
Due to related parties | 11 | ( | ) | ( | ) | |||||||
Prepaid expense | 6 | ( | ) | ( | ) | |||||||
Deferred offering costs | ( | ) | ||||||||||
Accounts payable and accrued liabilities | 10 | ( | ) | |||||||||
Net cash provided by operating activities | ||||||||||||
Investing Activities | ||||||||||||
Short-term investments | 7 | ( | ) | |||||||||
Proceeds from return of short-term investments | 7 | |||||||||||
Purchase of equipment | 8 | ( | ) | ( | ) | |||||||
Purchase of intangible assets | 9 | ( | ) | ( | ) | |||||||
Net cash provided by (used in) investing activities | ( | ) | ||||||||||
Financing Activities | ||||||||||||
Repayment of bank loans | 12 | ( | ) | ( | ) | |||||||
Net repayment from lines of credit | 12 | ( | ) | ( | ) | |||||||
Repayment of lease liabilities | 15 | ( | ) | ( | ) | |||||||
Payments to related parties | 11 | ( | ) | ( | ) | |||||||
Proceeds from related parties | 11 | |||||||||||
Net cash used in financing activities | ( | ) | ( | ) | ||||||||
Net change in cash | ( | ) | ( | ) | ||||||||
Cash - beginning of period | ||||||||||||
Cash - end of period | € | € |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
F-5
TURBO ENERGY, S.A.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
Six Months Ended June 30, 2024 and 2023
(Expressed in Euro)
NOTE 1 – ENTITY INFORMATION
Turbo Energy, S.A. was incorporated under the name of Distritech Solutions S.L. on September 18, 2013 under the laws of the Kingdom of Spain. The Company then changed its name to Solar Rocket S.L. on October 7, 2013. On April 8, 2021, Solar Rocket S.L. merged with Spanish corporation Turbo Energy S.L.U (“Turbo Energy S.L.U.”). Turbo Energy S.L.U then became a wholly-owned subsidiary of Solar Rocket S.L. This merger was approved by the Board of Directors of both companies. Following the merger, the Company changed its name to Turbo Energy S.L. on April 8, 2021. On February 8, 2023, we changed the Company from a Spanish unipersonal limited company to a Spanish limited stock company. As such, our Company’s name was changed to Turbo Energy, S.A. (“Turbo Energy” or the “Company).
The corporate purpose of the Company, in accordance with its bylaws, consists of the acquisition, distribution and sale of electrical and electronic material for the development of renewable energy projects, such as solar panels, inverters, chargers, regulators, batteries and structures, among others. We design, develop, and distribute equipment for the generation, management, and storage of photovoltaic energy. Our energy storage products are managed, from the cloud and through the inverter of the installation, by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity bills and protect the installation from power outages. Currently, we primarily sell inverters, batteries and photovoltaic modules to installers and other distributors for residential consumers located throughout Europe with concentration in Spain.
The Company is a subsidiary of publicly traded Umbrella Global Energy, S.A. (“Umbrella Global”), whose main shareholder is Crocodile Investment, S.L.U, (hereinafter, the “Ultimate Partner”), with a registered office in Valencia. The majority shareholder of Turbo Energy is Umbrella Global.
On November 8, 2022, Turbo Energy embarked on
a new business related to pioneering new solutions for self-consumption of electricity, thus paid total consideration of €
On September 21, 2023, Turbo Energy entered into
an Underwriting Agreement with Titan Partners Group, a division of American Capital Partners, LLC, and Boustead Securities, LLC as the
as the representative (“Representative”) of the underwriters named on Schedule 1 thereto, relating to the Company’s
firm commitment underwritten initial public offering (the “Offering”) of ADSs, each representing five ordinary shares of the
Company, par value five cents of euro per share. Pursuant to the Underwriting Agreement, the Company agreed to sell
Merger by Absorption Process
On April 8, 2021, the merger of Solar Rocket, S.L. (“Absorbing Company”) and Turbo Energy, S.L.U. (“Absorbed Company”) was formalized in a public deed registered in the Mercantile Registry of Valencia on August 9, 2021. The merger process, approved by the respective shareholders’ meetings on June 30, 2020, consisted of the extinction without liquidation of the Absorbed Company, transferring its assets and liabilities en bloc to the Absorbing Company, which acquired, by universal succession, the rights and obligations of the Absorbed Company. The Company recorded the assets and liabilities contributed by the Absorbed Company at the value established in the accounting regulations in force at that time. The consolidated financial statements for the year 2021 include the information required by the regulations in relation to the aforementioned absorption process.
On the same date of the merger described above, the Absorbing Company changed its corporate name to Turbo Energy, S.L.U. as described above.
F-6
NOTE 2 – MATERIAL ACCOUNTING POLICIES
Statement of Compliance
The unaudited condensed interim consolidated financial statements of Turbo Energy have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements were approved by the board of directors (the “Board”) of the Company on October 29, 2024.
Basis of Presentation
The consolidated financial statements of the Company were prepared on a historical cost basis except where certain financial instruments that are required to be measured at fair value. These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The consolidated financial statements are presented in Euro, which is the Company’s functional currency. Transactions in currencies other than the functional currency are recorded in accordance with the policies stated under Foreign Currency Transaction in Note 2.
Reclassification
Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.
Revenue Recognition
The Company designs, develops, and distributes equipment for the generation, management, and storage of photovoltaic energy. Our energy storage products are managed, from the cloud and through the inverter of the installation, by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity bills and protect the installation from power outages.
The Company’s revenue is primarily generated from sales of inverters, batteries and photovoltaic modules to installers and other distributors for residential consumers under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales.
The Company recognizes such revenue at the point in time when control of the products is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to unit rebates and rights to return unsold products.
Transfer of control occurs either when products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred. For most of the Company’s product sales, transfer of control occurs upon shipment to the distributor or direct customer. In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 to 60 days from the invoice date, which occurs on the date of transfer of control of the products to the customer.
F-7
Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component.
A five-step approach is applied in the recognition of revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. Customer purchase orders, plus the underlying master sales agreements, are considered to be contracts with the customer for purposes of applying the five-step approach.
Returns under the Company’s general assurance warranty of products have not been material historically and warranty-related services are not considered a separate performance obligation under the customer orders.
Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year.
Concentration of Revenue by Customer
For the six months ended June 30, 2024, there were
Cash and Cash Equivalents
Cash consists of highly liquid instruments purchased
with an original maturity of three months or less. As of June 30, 2024 and December 31, 2023, the Company had cash of €
The Company minimizes the concentration of credit
risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances in excess
of the Spanish government insured limit (Fondo de Garantía de Depósitos (FDG)) of €
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.
The Company conducts credit checks on all customers that request term payments.
Inventories
Inventories are valued at their acquisition cost, production cost or net realizable value, whichever is lower. Discounts for prompt payment are included as a lower price, whether or not they appear on the invoice, and assigning value to its inventories. The Company adopts the weighted average price method.
Net realizable value represents the estimated sales price less all estimated costs that will be incurred in the process of commercialization, sales and distribution.
The Company makes the appropriate valuation adjustments, recording impairment expense when the net realizable value of the inventories is less than their acquisition cost.
F-8
Property and Equipment
Property and equipment is recognized and subsequently
measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment
have different useful lives, they are accounted for separately.
Furniture | ||||
Tools and machinery | ||||
Right-of-use assets |
Intangible Assets
Acquired intangible assets are initially measured at cost. Following the initial recognition, intangible assets are measured at cost less any accumulated amortization and any impairment losses. The useful lives of intangible assets are either definite or indefinite. Intangible assets that have a finite useful life are amortized over the assessed useful economic life and are assessed for impairment when there are any indicators present that the intangible asset may be impaired. The Company reviews the amortization period and method at least annually, and any changes are treated as changes in accounting estimates and applied prospectively.
Computer application and webpage are amortized over estimated useful lives of three years and Software is amortized over estimated useful lives of five years.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the agreement on the inception date.
As a lessee, the Company recognizes a lease obligation and a right-of-use asset in the statements of financial position on a present-value basis at the date when the leased asset is available for use. Each lease payment is apportioned between a finance charge and a reduction of the lease obligation. Finance charges are recognized in finance cost in the statements of income and comprehensive income. The right of-use assets are depreciated over the shorter of their estimated useful life and the lease term on a straight-line basis.
Lease obligations are initially measured at the net present value of the following lease payments:
● | fixed payments (including in-substance fixed payments), less any lease incentives; |
● | variable lease payments that are based on an index or a rate; |
● | amounts expected to be payable under residual value guarantees; |
● | the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and |
● | payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option. |
Lease payments are discounted using the interest rate implicit in the lease, or if this rate cannot be determined, the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost comprising the following:
● | the amount of the initial measurement of the lease obligation; |
● | any lease payments made at or before the commencement date less any lease incentives received; and |
● | any initial direct costs and rehabilitation costs. |
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the statements of income and comprehensive income. Short-term leases are leases with a lease term of 12 months or less.
Share Capital
Ordinary shares are classified as equity, net of transaction costs directly attributable to the issuance of ordinary shares.
Ordinary shares issued for consideration other than cash are based on their market value as of the date the ordinary shares are issued.
F-9
Restricted Stock Units
The plan administrator may award restricted stock units (“RSUs”) which represent the right to receive ordinary shares at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The plan administrator determines the persons to whom grants of RSUs are made, the number of RSUs to be awarded, the time or times within which awards of RSUs may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the RSU awards. The value of the RSUs may be paid in ordinary shares, cash, other securities, other property or a combination of the foregoing, as determined by the plan administrator.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with IFRS 2, “Share-based Payment,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. (See Note 13)
Share-Based Payment Reserves
The share-based payment reserve record items are recognized as share-based compensation expense and other share-based payments until such time that the RSUs are vested, at which time the corresponding amount will be transferred to share capital.
Liquidity
The Company incurred a net loss of €
The Company finds itself in a sector – the energy storage market – which many industry research studies and forecasts have predicted will experience significant, exponential growth in the coming years. Also, Turbo Energy is a consolidated company with more than ten years of industry experience. In recent years, the Company has been making significant investments in development and research, which is expected to allow it to position itself as a company offering a highly differentiated value proposition to customers when compared to other companies in the sector.
Turbo Energy is focused on carefully balancing investments in continued innovation and systemic cost discipline to deliver affordable, high performance solar energy storage technologies and solutions adaptable to every home, business, industrial plant and government facility across the globe. The Company’s existing cash resources are expected to provide sufficient working capital to allow Turbo Energy to execute its planned operations and expansion plan for more than 12 months. Also, the Company’s majority shareholder, Umbrella Global, has explicitly expressed its full support to Turbo Energy, indicating that it is prepared to provide additional financial support and resources to the Company in the event that it is needed by Turbo Energy to successfully execute its operations and expansion plan.
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability, if material. Where discounting is used, the increase in the provision due to passage of time (“accretion expense”) is recognize as an expense on the statements of operations.
F-10
Foreign currency transactions
The functional currency used by the Company is the euro. Consequently, operations in currencies other than the euro are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.
At period-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the balance sheet date. The profits or losses revealed are charged directly to the profit and loss account for the period in which they occur.
On each balance sheet date, monetary assets and liabilities in foreign currency are converted at the rates in force on the closing date. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.
The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the period, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.
Income per share
Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.
June 30, 2024 | June 30, 2023 | |||||||
(Ordinary Shares) | (Ordinary Shares) | |||||||
RSUs |
Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that the carrying amount is not recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Management assesses impairment of non-financial assets such as property and equipment and intangible assets. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit (“CGU”) based on expected future cash flows. The Company has applied judgment in its assessment of the appropriateness of the determination of CGU’s. When measuring expected future cash flows, management makes assumptions about future growth of profits which relate to future events and circumstances. Actual results could vary from these estimated future cash flows. Estimation uncertainty relates to assumptions about future operating results and the application of an appropriate discount rate.
Financial Instruments
Financial Assets
Financial assets are classified as either financial assets at fair value through profit and loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVTOCI”). The Company determines the classification of its financial assets at initial recognition.
F-11
Classification and Measurement
Classification determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. IFRS 9 Financial Instruments approach for the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. This single, principle-based approach replaces prior rule-based requirements. The model also results in a single impairment model being applied to all financial instruments.
Financial Assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. The Company has classified cash as FVTPL.
Financial Assets at FVTOCI
Financial assets at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI.
Financial Assets at Amortized Cost
Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non- current assets based on their maturity date. The Company has classified accounts receivable and amounts due from related parties at amortized cost.
Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred.
Financial Liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.
Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Company’s accounts payable and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
The Company’s bank loans were classified
as measured at amortized cost at June 30, 2024 and December 31, 2023. During the six months ended June 30, 2024 and 2023, the Company
incurred €
Fair Value Measurements
Fair value measurements are made using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:
● | Level 1 – defined as observable inputs such as quoted prices in active markets; |
● | Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
● | Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
F-12
The fair value measurement is categorized in its entirety by reference to its lowest level of significant input. Fair value is based on estimated cash flows, discounted at interest rates for similar instruments.
The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, accounts payable and accrued liabilities approximate their fair value (Level 1) due to the short-term maturities of these instruments.
Impairment of Financial Assets
The Company assesses at each statement of financial position date whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Company recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the account receivable.
The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.
ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
New Accounting Pronouncements
Adoption of New Accounting Policies
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024. The adoption of these amendments did not have a material impact on the Company’s consolidated financial statements.
New Standards and Amendments Issued But Not Yet Effective
Presentation and Disclosure in Financial Statements — IFRS 18
In April 2024, the IASB issued IFRS 18, which will replace IAS 1 - Presentation of Financial Statements. The standard aims to improve the manner in which companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, specifically introducing additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from 1 January 2027. Companies are permitted to apply IFRS 18 before that date. The Company is evaluating the impact of the above amendments on its consolidated financial statements.
F-13
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these consolidated financial statements in accordance with IFRS requires management to make estimates and judgments that affect the recognition, measurement and disclosure of amounts reported in these consolidated financial statements and accompanying notes. The reported amounts and note disclosures are determined using management’s best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results may differ from such estimates. These judgments, estimates and assumptions are reviewed regularly.
The following are significant management judgments, estimates and assumptions used in applying the accounting policies of the Company that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses:
Leases
The Company exercises judgment in determining the approximate lease term on a lease by lease basis. The Company considers all facts and circumstances that may create an economic incentive to exercise renewal options and also evaluates the economic incentive related to continuation of existing leaseholds. The Company is also required to estimate specific criteria in order to estimate the carrying amount of right-of-use assets and lease liabilities, including the incremental borrowing rate, effective interest rate and lease term.
Valuation of Accounts Receivable
Management monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.
Valuation of Inventories
Management makes estimates of future customer demand for products when establishing appropriate provisions for inventory obsolescence. In making these estimates, management considers the age of inventory and profitability of recent sales.
Recoverability of Income Taxes
The measurement and assessment of income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws and estimates of the Company’s abilities to utilize losses carried forward to offset taxes payable on future taxable income. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.
Useful Life of Property and Equipment
Changes in the intended use of property and equipment, as well as changes in technology or economic conditions, may cause the estimated useful life of these assets to change. The change in useful lives could impact the depreciation expense and carrying value of property and equipment.
Useful Life of Intangible Assets
Changes in the intended use of intangible assets with determinable useful lives as well as changes in technology or economic conditions may cause the estimated useful life of these assets to change. The change in useful lives could impact the amortization expense and carrying value of intangible assets.
Terms and Conditions of RSUs
Management determines the terms and conditions of RSUs, including the vesting criteria, the form and timing of payment, the time within which RSUs may be subject to forfeiture and rights to acceleration thereof.
F-14
NOTE 4 – ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
Customers by sales provision of services | € | € | ||||||
VAT receivable | ||||||||
Others | ||||||||
€ | € | |||||||
Allowance for doubtful accounts | ( | ) | ( | ) | ||||
€ | € |
As of June 30, 2024 and December 31, 2023, the
allowance for doubtful accounts was €
NOTE 5 – INVENTORIES
As of June 30, 2024 and December 31, 2023, the
Company had finished goods of €
The Company outsourced the management of inventories to a third party with all inventories located in warehouses owned by the third parties. The Company pays a monthly fee to the warehouse company for insurance coverage of the inventories, as stated in the agreement between both parties.
NOTE 6 – PREPAID EXPENSE
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
Advancement to suppliers for inventory | € | € | ||||||
Advancement for PP&E under construction | ||||||||
Conferences and international fairs | ||||||||
Security deposits and others | ||||||||
€ | € |
NOTE 7 – INVESTMENTS
As of June 30, 2024 and December 31, 2023, the
Company had short-term investment of €
F-15
NOTE 8 – PROPERTY AND EQUIPMENT
June 30, 2024 | December 31, 2023 | |||||||
Furniture | € | € | ||||||
Laboratory Photovoltaic Installation | ||||||||
Tools and Machinery | ||||||||
Computer | ||||||||
Accumulated depreciation | ( | ) | ( | ) | ||||
€ | € |
During the six months ended June 30, 2024 and
2023, the Company acquired property and equipment of €
NOTE 9 – INTANGIBLE ASSETS
June 30, 2024 | December 31, 2023 | |||||||
Software development | € | € | ||||||
Software SKN1 | ||||||||
Computer application | ||||||||
Web page | ||||||||
Amortization | ( | ) | ( | ) | ||||
€ | € |
During the six months ended June 30, 2024 and
2023, the Company acquired software development and software of €
During the six months ended June 30, 2024 and
2023, the Company recorded amortization expense of €
NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
June 30, 2024 | December 31, 2023 | |||||||
Trade payable | € | € | ||||||
VAT payable | ||||||||
Payroll taxes payable | ||||||||
Customer deposits | ||||||||
€ | € |
F-16
NOTE 11 – RELATED PARTY TRANSACTIONS
Amount due from (to) as of June 30, 2024 are summarized as follows:
Ultimate | Senior | Other group | ||||||||||||||
partner | partner | companies | Total | |||||||||||||
Credits pending collection | € | € | € | € | ||||||||||||
Long-term investment | ||||||||||||||||
Trade receivables | ||||||||||||||||
Total | € | € | € | € |
Ultimate | Senior | Other group | ||||||||||||||
partner | partner | companies | Total | |||||||||||||
Credits pending to pay | € | € | ( | ) | € | € | ( | ) | ||||||||
Credits pending collection | ( | ) | ( | ) | ||||||||||||
Trade payable | ( | ) | ( | ) | ||||||||||||
Total | € | € | ( | ) | € | ( | ) | € | ( | ) |
Amount due from (to) as of December 31, 2023 are summarized as follows:
Ultimate | Senior | Other group | ||||||||||||||
partner | partner | companies | Total | |||||||||||||
Credits pending collection | € | € | € | € | ||||||||||||
Long-term investment | ||||||||||||||||
Trade receivables | ||||||||||||||||
Total | € | € | € | € |
Ultimate | Senior | Other group | ||||||||||||||
partner | partner | companies | Total | |||||||||||||
Credits pending to pay | € | € | ( | ) | € | € | ( | ) | ||||||||
Credits pending collection | ( | ) | ||||||||||||||
Trade payable | ( | ) | ( | ) | ||||||||||||
Total | € | € | ( | ) | € | ( | ) | € | ( | ) |
All the amounts due to and from related parties
are unsecured, non-interest bearing and due on demand, except for the loan agreement from Umbrella Global of €
During the six months ended June 30, 2024 and 2023, a total amount
of €
F-17
Six Months Ended June 30, 2024
Senior | Other group | |||||||||||
partner | companies | Total | ||||||||||
Sales | € | € | € | |||||||||
*Services received | ||||||||||||
Purchases | ||||||||||||
€ | € | € |
* |
Six Months Ended June 30, 2023
Senior | Other group | |||||||||||
partner | companies | Total | ||||||||||
Sales | € | € | € | |||||||||
Services received | ||||||||||||
€ | € | € |
Our related-party transactions during the six months ended June 30, 2024 include sales of products or services made to or purchases of products or services from affiliated group companies that are under common control and to associates of such group companies. These transactions include income accrued from the commercial activities of the Company. The purchases relate to merchandise that the Company sells in its normal course of commercial operations.
Umbrella Global, as the holding company of the
group, assumes all structural costs such as those related to the human resources, licenses, legal, tax, labor, marketing and other generic
structural costs. A margin of
During the six months ended June 30, 2024 and
2023, the Company incurred management fees to Umbrella Global of €
No compensation has been paid to the executives of Crocodile Investment SLU. The Company expects to continue with the same allocation structure in the future.
NOTE 12 – BANK LOANS
June 30, 2024 | December 31, 2023 | |||||||
Bank loans | € | € | ||||||
Lines of credit | ||||||||
less: current portion | ( | ) | ( | ) | ||||
€ | € |
Nominal | June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||
Bank Loans | Currency | interest rate | Year of maturity | Face Value | Carrying Amount | Face Value | Carrying Amount | |||||||||||||||||||||
Bankia SA | EUR | % | ||||||||||||||||||||||||||
Targobank SA | EUR | % | ||||||||||||||||||||||||||
Banco de Sabadell SA | EUR | % | ||||||||||||||||||||||||||
Liberbank | EUR | % | ||||||||||||||||||||||||||
€ | € | € | € |
During the six months ended June 30, 2024 and
2023, the Company incurred bank loan interest expense of €
The Company’s obligations are secured by substantially all of the assets of the Company.
F-18
Year ended December 31, | ||||
2024 (excluding the six months ended June 30, 2024) | € | |||
2025 | ||||
Thereafter | ||||
Total | € |
As of June 30, 2024,
June 30, | ||||||||||||||||
2024 | ||||||||||||||||
Line of credit | Credit Limit | Nominal interest rate | Maturity | Carrying Value | ||||||||||||
Caixabank | € | € | ||||||||||||||
Sabadell | ||||||||||||||||
BBVA | ||||||||||||||||
BBVA | ||||||||||||||||
Santander | ||||||||||||||||
Abanca | ||||||||||||||||
€ | € |
December 31, | ||||||||||||||||
2023 | ||||||||||||||||
Line of credit | Credit Limit | Nominal interest rate | Maturity | Carrying Value | ||||||||||||
Caixabank | € | € | ||||||||||||||
Sabadell | ||||||||||||||||
BBVA | ||||||||||||||||
Santander | ||||||||||||||||
Abanca | ||||||||||||||||
Bankinter ICO | ||||||||||||||||
€ | € |
The Company has a €
NOTE 13 – SHARE CAPITAL
Authorized
The Company has authorized
F-19
Issuances
On September 22, 2023, the Company announced an
IPO of
During December 2022, we issued
The Company has reflected this issuance of ordinary shares for all periods presented due to their nominal value, relative to the IPO. The Company accounted for the proceeds as share capital in the year ended December 31, 2022. Earnings per share and ordinary shares outstanding have been retroactively reflected to show this issuance from the earliest period reported.
Stock Split
In February 2023, the Company approved a forward
stock split of the issued and outstanding ordinary shares on a 20-for-1 basis. We increased our issued and outstanding share capital from
Issued and outstanding
As of June 30, 2024 and December 31, 2023, the
total issued and outstanding share capital consists of
RSUs
On April 5, 2024, the compensation committee and
the board of directors of the Company approved the grant of
The
Weighted Average | ||||||||
Original Common | Grant Date Fair Value | |||||||
Shares | Per Share | |||||||
Balance, December 31, 2023 | € | |||||||
Granted | ||||||||
Vested | ||||||||
Forfeited | ||||||||
Balance, June 30, 2024 | € |
As of June 30, 2024, the unrecognized stock-based
compensation of €
F-20
NOTE 14 – RESERVE
As of June 30, 2024 and December 31, 2023, reserve
was €
Legal Reserve
In accordance with the capital company law, companies
must allocate an amount equal to
Share-Based Payment Reserve
During the six months ended June 30, 2024, the
Company recognized share-based payment reserve of €
Other Reserve
The Company maintains unrestricted reserve for
undistributed profits from previous years. As of June 30, 2024 and December 31, 2023, the other reserves were €
NOTE 15 – LEASES
Discount | June 30, | December 31, | ||||||||
Rate | Maturity | 2024 | 2023 | |||||||
€ | € | |||||||||
€ | € |
Balance - December 31, 2022 | € | |||
Lease liability additions | ||||
Repayment of Lease liability | ( | ) | ||
Interest expense on lease liabilities | ||||
Balance - December 31, 2023 | € | |||
Lease liability additions from lease modification | ||||
Repayment of Lease liability | ( | ) | ||
Interest expense on lease liabilities | ||||
Balance - June 30, 2024 | € |
On September 8, 2020, the Company entered into
a vehicle lease agreement under a four-year term and monthly lease payment of €
On January 1, 2021, the Company entered into an
office lease agreement under a five-year term and monthly lease payment of €
On June 1, 2022, the Company entered into an office
lease agreement under a two-year term, but extendable for
F-21
On September 26, 2022, the Company entered into
a vehicle lease agreement under a three-year term and monthly lease payment of €
On November 15, 2022, the Company entered into
a vehicle lease agreement under a three-year term and monthly lease payment of €
On August 17, 2023, the Company entered into a
vehicle lease agreement under a three-year term and monthly lease payment of €
Year Ended December 31,
2024 (excluding six months ended June 30, 2024) | € | |||
2025 | ||||
2026 | ||||
Total lease payments | ||||
Less: financing cost | ( | ) | ||
Lease liabilities | € |
Balance - December 31, 2022 | € | |||
Additions | ||||
Depreciation | ( | ) | ||
Balance - December 31, 2023 | € | |||
Additions from lease modification | ||||
Depreciation | ( | ) | ||
Balance - June 30, 2024 | € |
NOTE 16 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
Financial assets at fair value | ||||||||
Cash | € | € | ||||||
Financial assets at amortized cost | ||||||||
Accounts receivable and other receivables | € | € | ||||||
Amount due from related parties | € | € | ||||||
Financial liabilities at amortized cost | ||||||||
Accounts payable and accrued liabilities | € | € | ||||||
Amount due to related parties | € | € | ||||||
Lease liabilities | € | € | ||||||
Bank loans | € | € |
F-22
Liquidity Risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due in the normal course of business. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price. Difficulty accessing capital markets could impair the Company’s capacity to grow, execute its business model and generate financial returns. The Company manages its liquidity risk by monitoring its operating requirements to ensure financial resources are available, actively monitoring market conditions and by diversifying its sources of funding and maintaining a diversified maturity profile of its debt obligations.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s main credit risk relates to its cash and accounts receivable. The Company’s credit risk is reduced by a broad customer base and a review of customer credit profiles.
The Company’s maximum exposure to credit risk corresponds to the carrying amount for all cash and accounts receivable. Cash is held with prominent financial institutions. Accounts receivable are held with vendors in which the Company has a historically strong relationship with or related to VAT receivable.
The Company mitigates credit risk associated with its trade receivables through established credit approvals, limits and a regular monitoring process. The Company generally considers the credit quality of its financial assets that are neither past due nor impaired to be solid. Credit risk is further mitigated due to the large number of customers and their dispersion across geographic areas.
As of June 30, 2024 and December 31, 2023, there
was one customer and one customer with amount outstanding that exceed 10% of the Company’s revenue that totaled
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is not exposed to significant currency risk.
Interest Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its lines of credit due to fluctuations in interest rates. The Company’s bank loans and leases have fixed rates of interest resulting in limited interest rate fair value risk for the Company. The Company manages interest rate risk by seeking financing terms in individual arrangements that are most advantageous taking into account all relevant factors, including credit margin, term and basis. The risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company.
Other Price Risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risk.
F-23
Capital Management
The Company’s capital consists of share capital and reserve. The Company’s capital management is designed to ensure that it has sufficient financial flexibility both in the short and long-term to support its financial obligations and the future development of the business.
The Company manages its capital with the following objectives:
(i) | Ensuring sufficient liquidity is available to support its financial obligations and to execute its operating strategic plans; |
(ii) | Maintaining financial capacity and flexibility through access to capital to support future development of the business; |
(iii) | Minimizing its cost of capital and considering current and future industry, market and economic risks and conditions; and |
(iv) | Utilizing short-term funding sources to manage its working capital requirements and long- term funding sources to match the long-term nature of the property, plant and equipment of the business. |
There were no changes to the Company’s approach to capital management during the six months ended June 30, 2024 and 2023. The Company is not subject to externally imposed capital requirements.
NOTE 17 – REVENUE
The Company’s sales derived from sales of
smart energy storage solutions.
Six Months Ended June 30, | ||||||||
2024 | 2023 | |||||||
Spain | € | € | ||||||
Europe | ||||||||
Rest of the world | ||||||||
€ | € |
During the six months ended June 30, 2024 and
2023, the Company recognized revenue of €
We consider related parties those Companies that are part of Umbrella Global.
NOTE 18 – COST OF REVENUE
Six Months Ended June 30, | ||||||||
2024 | 2023 | |||||||
Purchase of finished goods | € | € | ||||||
Purchase of raw materials | ||||||||
Outsourcing service | ||||||||
Inventory adjustment | ( | ) | ||||||
€ | € |
During the six months ended June 30, 2024 and
2023, the Company incurred cost of sales of €
F-24
NOTE 19 – SELLING AND ADMINISTRATIVE EXPENSES
Six Months Ended June 30, | ||||||||
2024 | 2023 | |||||||
Professional fees | € | € | ||||||
Shipping and handling expenses | ||||||||
Warehouse handling | ||||||||
Miscellaneous operating expenses | ||||||||
Marketing and advertising | ||||||||
Leases and royalties | ||||||||
Insurance premiums | ||||||||
Repair and conservation | ||||||||
Supplies | ||||||||
Depreciation of property and equipment | ||||||||
Amortization of intangible assets | ||||||||
Amortization of right-of-use assets | ||||||||
€ | € |
During the six months ended June 30, 2024 and
2023, the Company incurred selling and administrative expenses of €
NOTE 20 – SUPPLEMENTAL CASH FLOW INFORMATION
Set out below are non-cash investing and financing activities during the six months ended June 30, 2024 and 2023:
Six Months Ended | ||||||||
2024 | 2023 | |||||||
Reallocation of opening deficit to reserve | € | € | ( | ) | ||||
Recognition of right-of-use assets from lease modification | € | € | ( | ) |
During the six months ended June 30, 2024 and
2023, the Company paid interest of €
NOTE 21 – SUBSEQUENT EVENTS
Enerfip Agreement
On August 26, 2024, Turbo Energy entered into
an agreement with Enerfip, a leading France-based crowdfunding platform, providing for the Company to explore, through Enerfip’s
crowdfunding platform, financing from European individual investors, namely investors residing in France and Spain. If Turbo Energy’s
project receives acceptance and interest among investors on Enerfip’s platform, the form agreed between the parties to carry out
the financing would be to raise €
F-25
Connection Holdings Agreement
On October 18, 2024, the Company into a non-exclusive
Strategic Advisory Agreement (the “Agreement”) with Connection Holdings, LLC, a Nevada limited liability company. Pursuant
to the Agreement, Connection Holdings will collaborate with the Company to expand Turbo Energy’s solar energy storage business into
the United States through implementation of a phased commercialization strategy involving the introduction of the Company’s SUNBOX Split
Phase Series 10.0, Split Phase Hybrid Series 48V 10.0 Inverter with Back-Up Mode, Lithium Series Pro 5.1kWH Battery and related cloud-based,
software-as-a-solution technology powered by Artificial Intelligence (“AI”), collectively referred to hereafter as “Turbo
Energy Products.” The term of the Agreement shall be bifurcated into two phases, with Phase 1 commencing on July 15, 2024 and continuing
through February 28, 2025; and Phase 2 commencing on January 1, 2025 and terminating on December 31, 2025. However, the term of Phase
2 may be renewed every six months thereafter at the sole discretion of Turbo. In accordance with the terms and conditions of the Agreement,
Connection Holdings will be entitled to earn commissions equal to
Subject to Connection Holdings achieving predetermined
sales quotas and other key performance indicators as defined in the Agreement, Connection Holdings is also eligible to earn warrants
in up to four tranches to purchase in aggregate up to
Flash Flooding in Southern Spain
On October 29, 2024, southern regions of Spain suffered one of the country’s deadliest natural disasters in recent history, with heavy downpours resulting in severe flash flooding that claimed the lives of over 200 people and left Valencia, Spain and other neighboring regions in ruins. Turbo Energy is headquartered in Valencia. While the Company confirmed that all of its employees and their families were safe and accounted for and our production systems and supply chain resources remain fully functional, management is still evaluating the impact on its business operations, namely damage that may have affected some of its inventory.
F-26
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of Turbo Energy, S.A. (“we,” “us,” the “Company” or “Turbo Energy”)’s financial condition as of June 30, 2024 and results of operations for the six months ended June 30, 2024 and June 30, 2023 should be read together with our interim consolidated financial statements and the related notes included elsewhere in this filing and our audited consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2023. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements and our past results may not be indicative of future results. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this filing and in our Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission, or SEC. The forward-looking statements made in this discussion relate only to events or information as of the date on which the statements are made in this discussion. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this discussion and the documents that we reference in this discussion completely and with the understanding that our actual future results or performance may be materially different from what we expect.
Background
Founded in 2013, Turbo Energy is a globally recognized pioneer of proprietary solar energy storage technologies and solutions managed through Artificial Intelligence (“AI”). Turbo Energy’s elegant all-in-one and scalable, modular energy storage systems empower residential, commercial and industrial users expanding across Europe, North America and South America to materially reduce dependence on traditional energy sources, helping to lower electricity costs, provide peak shaving and uninterruptible power supply and realize a more sustainable, energy-efficient future. A testament to the Company’s commitment to innovation and industry disruption, Turbo Energy's introduction of its flagship SUNBOX – unveiled to the market in the fourth quarter of 2022 – represents one of the world’s first high performance, competitively priced, all-in-one home solar energy storage systems, which also incorporates patented EV charging capability and powerful AI processes to optimize solar energy management delivered in the form of an intuitive, easy to use, cloud-based mobile app.
Our primary near-term growth objectives are centered on exploiting our competitively differentiated :
● | elevating global awareness and appreciation for the clean, elegant aesthetic and robust functionality, scalability and customization of SUNBOX solar energy storage solutions pioneered by Turbo Energy to support residential installations (SUNBOX Home), commercial and industrial installations (SUNBOX Industry) and utility companies (SUNBOX Utility); as well as the ease of SUNBOX installations with limited training required; |
● | increasing global awareness and appreciation for the cloud-based Turbo Energy mobile app powered by AI that allows for SUNBOX users worldwide to benefit from intelligent data collection, optimized stored energy management and predictive analytics which provide real-time insight into weather and electricity price forecasts, solar panel performance, energy consumption and material cost saving opportunities, among other metrics. |
● | implementing global market penetration and geographic expansion initiatives with concentration in North America, South America and Europe; and |
● | focusing on achieving fundamental financial strength through increased revenue, expense discipline and positive cash flow on a subsequent quarter-over-quarter basis; strengthen balance sheet through smart capital formation strategies. |
Turbo Energy is a proud subsidiary of Umbrella Global Energy, S.A., a vertically integrated, global collective of solar energy-focused companies, which is traded on the Spanish Stock Exchange under symbol “UMB.”
1
We were organized under the laws of the Kingdom of Spain in September 2013. Our American Depository Shares (ADSs) are presently listed on the Nasdaq Capital Market under the symbol “TURB.”
General
The unaudited condensed interim consolidated financial statements of Turbo Energy have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements of the Company were prepared on a historical cost basis except where certain financial instruments that are required to be measured at fair value. These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The unaudited condensed interim consolidated financial statements are presented in Euro, which is the Company’s functional currency. Transactions in currencies other than the functional currency are recorded in accordance with the policies stated under Foreign Currency Transaction in Note 2 of the accompanying financial statements.
Recent Developments
Enerfip Crowdfunding Platform
On August 26, 2024, Turbo Energy entered into an agreement with Enerfip, a leading France-based crowdfunding platform, providing for the Company to explore, through Enerfip’s crowdfunding platform, financing from European individual investors, namely investors residing in France and Spain. If Turbo Energy’s project receives acceptance and interest among investors on Enerfip’s platform, the form agreed between the parties to carry out the financing would be to raise up to €2,000,000 on a first tranche through a 36-month simple debt bond, with an interest rate of 8.75% (“Crowd Bond”). The interest will be repaid semiannually. On October 28, 2024, the Company closed the issuance of the first tranche and reported on Form 6-K filed with the SEC that the yielded subscriptions amounting to gross proceeds of €914,110. The second tranche is expected to be launched prior to the end of 2024, pursuant to the same terms as the first tranche, with a goal of raising up to another €1,000,000.
U.S. Expansion Initiative
On October 22, 2024, the Company announced that it has partnered with U.S.-based Connection Holdings to employ its award-winning market penetration capabilities and to leverage its extensive nationwide network of leading U.S. solar installation companies to assist Turbo Energy in introducing and winning U.S. market share for the Company’s proprietary, all-in-one, AI-optimized SUNBOX Home solar energy storage system designed specifically for residential applications. According to the Q3 2024 industry research report released by the Solar Energy Industries Association and Wood Mackenzie, homeowners and businesses are increasingly demanding solar systems that are paired with battery storage. California's shift in net metering policy and state incentives for solar-plus-storage in other markets have driven attachment rates up in recent quarters. The report further states that by 2028, 28% of all new distributed solar capacity will be paired with storage, compared to under 12% in 2023. (Source: https://seia.org/research-resources/solar-industry-research-data/)
Turbo Energy's U.S. market launch will be led by a multi-month beta test, whereby Connection Holdings will coordinate the deployment of several SUNBOX Home system installations in residences located in key, high growth markets across the nation. Following the conclusion of the beta test and analysis of collected data and feedback from installers and homeowners, Connection Holdings is tasked with implementing a national marketing campaign designed to ramp sales of SUNBOX Home and help to define and refine, as necessary, the U.S.-based infrastructure needed to support anticipated market demand in the months and years to come.
Flash Flooding in Southern Spain
On October 29, 2024, southern regions of Spain suffered one of the country’s deadliest natural disasters in recent history, with heavy downpours resulting in severe flash flooding that claimed the lives of over 200 people and left Valencia, Spain and other neighboring regions in ruins. Turbo Energy is headquartered in Valencia. While the Company confirmed that all of its employees and their families were safe and accounted for and our production systems and supply chain resources remain fully functional, management is still evaluating the impact on its business operations, namely damage that may have affected some of its inventory.
2
Results of Operations (Expressed in Euros)
The following table presents certain financial data for the periods indicated:
Six Months Ended June 30, | ||||||||||||||||
2024 | 2023 | € Change | % Change | |||||||||||||
Revenue, net | € | 4,953,433 | € | 7,211,916 | € | (2,258,483 | ) | -31.32 | ||||||||
Cost of Revenues | 5,115,942 | 6,013,713 | (897,771 | ) | -14.93 | |||||||||||
Gross profit | (162,509 | ) | 487,933 | (650,442 | ) | -133.31 | ||||||||||
Total operating expenses | 2,576,698 | 1,688,735 | 887,963 | 52.58 | ||||||||||||
Operating loss | (2,739,207 | ) | (490,532 | ) | (2,248,675 | ) | 458.42 | |||||||||
Total other (income) expense | (122,124 | ) | (206,781 | ) | 84,657 | -40.94 | ||||||||||
Net loss | € | (2,861,331 | ) | € | (697,313 | ) | € | (2,164,018 | ) | 310.34 |
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Revenue
For the first half of 2024, our net revenues declined 31.32% to €4,953,433 as compared to €7,211,916 reported for the same six month period in the prior year, inclusive of revenues received from related parties. The decrease was affected by the sector’'s external factors, and by our Company’s high dependence on the Spanish market, where most of its sales are concentrated. The continued slowdown in solar installations in Spain, which began in 2022, coupled with recent factors like lower electricity prices, increased self-consumption through rooftop solar, and grid congestion issues, created a situation where the Spanish market has been saturated with solar power generation exceeding demand.
Sales and cost of revenues were also negatively impacted by the Company’s decision to lower the cost on legacy products in inventory to accommodate the global market launch of its next generation solar energy storage solutions – an initiative which began in the second half of 2023. As of June 30, 2024, the Company finalized its strategy relating to the liquidation of legacy products. in order to focus on the higher value-added products that now underpin the Company's short- and long-term strategies
For the six months ended June 30, 2024 and 2023, net revenue to customers in Spain declined 42.65% to €3,349,192 from €5,839,373, respectively. Sales to customers in Europe, excluding Spain, for the same periods increased 11.51% to €1,162,753 from €1,083,065, respectively; and revenues generated from sales to the rest of the world decreased 80.87% to €53,756 from €281,051, respectively.
Net revenues generated in connection to sales to related parties, or those sister companies which comprise Umbrella Global Energy, S.A., our parent company, totaled €68,980 and €184,362 for the respective six-month periods in 2024 and 2023.
Cost of Revenues
Cost of revenues for the six months ended June 30, 2024 totaled €5,115,942 compared to €6,013,713 posted for the same six-month period in 2023. The decline was attributable to lower sales in the first half of 2024 compared to the first half of 2023 due the aforementioned reasons above. Gross profit on revenues totaled a negative €162,509, representing a gross profit margin of negative 3.28% for the six months ended June 30, 2024. This compared to a gross profit on revenues of €487,933, and a gross profit margin of 6.77%, for the six months ended June 30, 2023.
Operating Expenses
For the six months ended June 30, 2024 and 2023, operating expenses climbed 52.58% to €2,576,698 from €1,688,735, respectively, primarily due to higher legal and accounting expenses associated with becoming a public company (in September 2023), workforce expansion, higher research and development costs and accounting for non-cash stock-based compensation and higher bad debt expense in the current year.
Other Income and Expense
Total other expense fell 40.94% to €122,124 for the first six months of 2024, compared to total other expense of €206,781 reported for the first half of 2023. The decrease was attributable to higher interest expense and interest income earned on short-term investments posted for the first six months of 2024. The improvement was also attributable to a foreign exchange gain of €13,825 in the first six months of 2024 – up from a foreign exchange loss of €47,584 for the same six months in the previous year.
3
Net Loss
For all the aforementioned reasons, net loss for the six months ended June 30, 2024 rose 310.34% to €2,861,331, or €0.05 loss per share, compared to a net loss of €697,313, or €0.01 loss per share, reported for the six months ended June 30, 2023.
Liquidity and Capital Resources
Turbo Energy measures liquidity in terms of its ability to fund the cash requirements of its business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Our current working capital needs relate mainly to launching our new product offerings, supporting our global expansion initiatives, establishing relationships with key business partners and customers, becoming and maintaining compliance with regulatory requirements and compensation and benefits for our employees. Our recurring capital expenditures consist primarily of internally developed software costs and supporting our inventory requirements to meet the growing demand for our SUNBOX energy storage systems. We expect our capital expenditures and working capital requirements to increase as we expand our product offerings, acquire new customers, form partnerships in key geographic expansion regions and incur significant legal, accounting, audit, insurance and other incremental costs related to continued operations as a public company. Our ability to expand and grow our business will depend on many factors, including our working capital needs, our ability to raise additional capital and the evolution of our cash flows.
As of June 30, 2024, we had €495,877 in cash and €1,500,000 in short-term investments in bank deposits. In the pursuit of our long-term growth strategy and the ongoing development of and enhancements to our solar energy storage hardware and software solutions, we sustained continuing operating losses. During the six months ended June 30, 2024, we had a net loss of €2,861,331. To fund continued losses from operations, we recently raised €914,110 in gross proceeds in connection with Enerfip, a European crowdfunding platform, through which we completed the first of what is expected to be a minimum of two rounds of debt financing. We believe we have sufficient capital on hand, coupled with positive cash flow from our operations, to effectively fund our business for the next 12 months. However, we are evaluating strategies to obtain additional funding to support our long-term growth strategies and future operations. These strategies include, but are not limited to, obtaining equity financing, issuing or restructuring debt, entering into other alternative financing arrangements and continuing to structure our operations to optimize revenue growth on a global basis. We may be unable to access further equity or debt financing when needed. As such, there can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all. If the financing needed is not available, or if the terms of the financing are less desirable than expected, we may be forced to decrease our level of investment in new product launches, or scale back our existing operations, which could have an adverse impact on our business and financial prospects.
Cash Flows
The following table summarizes our cash flows for the six-month periods ended June 30, 2024 and 2023:
For the Six Months Ended June 30, | ||||||||
2024 | 2023 | |||||||
Net cash provided by operating activities | € | 2,332,261 | € | 949,935 | ||||
Net cash provided by (used in) investing activities | 60,295 | (237,166 | ) | |||||
Net cash used in financing activities | (2,517,210 | ) | (717,255 | ) | ||||
Net change in cash and restricted cash | (124,654 | ) | (4,486 | ) | ||||
Cash and restricted cash, beginning of period | 620,531 | 502,585 | ||||||
Cash and restricted cash, end of period | € | 495,877 | € | 498,099 |
Discussion of Critical Accounting Policies and Estimations
The preparation of the financial statements in conformity with IFRS and interpretations issued by the IFRS IC applicable to companies reporting under IFRS requires us to make estimates and judgements that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, mainly related to accounts receivables, contract assets and liabilities, fixed assets, intangibles and goodwill, accrued expenses, revenues, stock-based compensation and contingencies. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates. Please refer to our discussion of critical accounting policies in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 for a discussion about those policies that we believe are the most important to the understanding of our financial condition and results of operations as such policies affect our more significant judgements and estimated used in the preparation of the financial statements included in this interim report.
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Document And Entity Information |
6 Months Ended |
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Jun. 30, 2024 | |
Document Information Line Items | |
Entity Registrant Name | TURBO ENERGY, S.A. |
Document Type | 6-K |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001963439 |
Document Period End Date | Jun. 30, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Entity File Number | 001-41813 |
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - EUR (€) |
Number of Outstanding Shares |
Share Capital |
Additional Paid In Capital |
Reserve |
Accumulated Deficit |
Total |
---|---|---|---|---|---|---|
Balance at Dec. 31, 2022 | € 2,504,285 | € 383,268 | € 1,028,578 | € 3,916,131 | ||
Balance (in Shares) at Dec. 31, 2022 | 50,085,700 | |||||
Transfer from retained earnings to reserve | 1,028,578 | (1,028,578) | ||||
Net loss for the period | (697,313) | (697,313) | ||||
Balance at Jun. 30, 2023 | 2,504,285 | 1,411,846 | (697,313) | 3,218,818 | ||
Balance (in Shares) at Jun. 30, 2023 | 50,085,700 | |||||
Balance at Dec. 31, 2023 | € 2,754,285 | € 3,104,781 | 1,411,846 | (2,013,788) | 5,257,124 | |
Balance (in Shares) at Dec. 31, 2023 | 55,085,700 | 50,085,700 | ||||
Stock-based compensation | 32,911 | 32,911 | ||||
Net loss for the period | (2,861,331) | (2,861,331) | ||||
Balance at Jun. 30, 2024 | € 2,754,285 | € 3,104,781 | € 1,444,757 | € (4,875,119) | € 2,428,704 | |
Balance (in Shares) at Jun. 30, 2024 | 55,085,700 | 50,085,700 |
Entity Information |
6 Months Ended |
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Jun. 30, 2024 | |
Entity Information [Abstract] | |
ENTITY INFORMATION | NOTE 1 – ENTITY INFORMATION
Turbo Energy, S.A. was incorporated under the name of Distritech Solutions S.L. on September 18, 2013 under the laws of the Kingdom of Spain. The Company then changed its name to Solar Rocket S.L. on October 7, 2013. On April 8, 2021, Solar Rocket S.L. merged with Spanish corporation Turbo Energy S.L.U (“Turbo Energy S.L.U.”). Turbo Energy S.L.U then became a wholly-owned subsidiary of Solar Rocket S.L. This merger was approved by the Board of Directors of both companies. Following the merger, the Company changed its name to Turbo Energy S.L. on April 8, 2021. On February 8, 2023, we changed the Company from a Spanish unipersonal limited company to a Spanish limited stock company. As such, our Company’s name was changed to Turbo Energy, S.A. (“Turbo Energy” or the “Company).
The corporate purpose of the Company, in accordance with its bylaws, consists of the acquisition, distribution and sale of electrical and electronic material for the development of renewable energy projects, such as solar panels, inverters, chargers, regulators, batteries and structures, among others. We design, develop, and distribute equipment for the generation, management, and storage of photovoltaic energy. Our energy storage products are managed, from the cloud and through the inverter of the installation, by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity bills and protect the installation from power outages. Currently, we primarily sell inverters, batteries and photovoltaic modules to installers and other distributors for residential consumers located throughout Europe with concentration in Spain.
The Company is a subsidiary of publicly traded Umbrella Global Energy, S.A. (“Umbrella Global”), whose main shareholder is Crocodile Investment, S.L.U, (hereinafter, the “Ultimate Partner”), with a registered office in Valencia. The majority shareholder of Turbo Energy is Umbrella Global.
On November 8, 2022, Turbo Energy embarked on a new business related to pioneering new solutions for self-consumption of electricity, thus paid total consideration of €2,250 to acquire 100% of the ordinary shares of IM2 Energía Solar Proyecto 35 S.L.U. (“IM2”), a company under common control by Turbo Energy’s chief executive officer and established under the laws of the Kingdom of Spain on August 1, 2019. Following the transaction, IM2 became a wholly-owned subsidiary of Turbo Energy. On November 29, 2022, IM2 changed its name to Turbo Energy Solutions S.L.U. Since its incorporation, this subsidiary has had insignificant activity.
On September 21, 2023, Turbo Energy entered into an Underwriting Agreement with Titan Partners Group, a division of American Capital Partners, LLC, and Boustead Securities, LLC as the as the representative (“Representative”) of the underwriters named on Schedule 1 thereto, relating to the Company’s firm commitment underwritten initial public offering (the “Offering”) of ADSs, each representing five ordinary shares of the Company, par value five cents of euro per share. Pursuant to the Underwriting Agreement, the Company agreed to sell 1,000,000 ADSs to the underwriters at a public offering price of $5.00 per ADS (the “Offering Price”), before underwriting discounts and commissions, and granted the Representative a 45-day over-allotment option to purchase up to an additional 150,000 ADSs, equivalent to 15% of the ADSs sold in the Offering, at the Offering Price per ADS, pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-273198), that was filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on September 21, 2023 under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was closed on September 26, 2023.
Merger by Absorption Process
On April 8, 2021, the merger of Solar Rocket, S.L. (“Absorbing Company”) and Turbo Energy, S.L.U. (“Absorbed Company”) was formalized in a public deed registered in the Mercantile Registry of Valencia on August 9, 2021. The merger process, approved by the respective shareholders’ meetings on June 30, 2020, consisted of the extinction without liquidation of the Absorbed Company, transferring its assets and liabilities en bloc to the Absorbing Company, which acquired, by universal succession, the rights and obligations of the Absorbed Company. The Company recorded the assets and liabilities contributed by the Absorbed Company at the value established in the accounting regulations in force at that time. The consolidated financial statements for the year 2021 include the information required by the regulations in relation to the aforementioned absorption process.
On the same date of the merger described above, the Absorbing Company changed its corporate name to Turbo Energy, S.L.U. as described above. |
Material Accounting Policies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Material Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MATERIAL ACCOUNTING POLICIES | NOTE 2 – MATERIAL ACCOUNTING POLICIES
Statement of Compliance
The unaudited condensed interim consolidated financial statements of Turbo Energy have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements were approved by the board of directors (the “Board”) of the Company on October 29, 2024.
Basis of Presentation
The consolidated financial statements of the Company were prepared on a historical cost basis except where certain financial instruments that are required to be measured at fair value. These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The consolidated financial statements are presented in Euro, which is the Company’s functional currency. Transactions in currencies other than the functional currency are recorded in accordance with the policies stated under Foreign Currency Transaction in Note 2.
Reclassification
Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.
Revenue Recognition
The Company designs, develops, and distributes equipment for the generation, management, and storage of photovoltaic energy. Our energy storage products are managed, from the cloud and through the inverter of the installation, by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity bills and protect the installation from power outages.
The Company’s revenue is primarily generated from sales of inverters, batteries and photovoltaic modules to installers and other distributors for residential consumers under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales.
The Company recognizes such revenue at the point in time when control of the products is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to unit rebates and rights to return unsold products.
Transfer of control occurs either when products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred. For most of the Company’s product sales, transfer of control occurs upon shipment to the distributor or direct customer. In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 to 60 days from the invoice date, which occurs on the date of transfer of control of the products to the customer.
Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component.
A five-step approach is applied in the recognition of revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. Customer purchase orders, plus the underlying master sales agreements, are considered to be contracts with the customer for purposes of applying the five-step approach.
Returns under the Company’s general assurance warranty of products have not been material historically and warranty-related services are not considered a separate performance obligation under the customer orders.
Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year.
Concentration of Revenue by Customer
For the six months ended June 30, 2024, there were zero customers which comprised greater than 10% of the Company’s revenue; and for the six months ended June 30, 2023, there was one customer which represented 12% of the Company’s revenue.
Cash and Cash Equivalents
Cash consists of highly liquid instruments purchased with an original maturity of three months or less. As of June 30, 2024 and December 31, 2023, the Company had cash of €495,877 and €620,531, respectively. The Company does not have any cash equivalents.
The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances in excess of the Spanish government insured limit (Fondo de Garantía de Depósitos (FDG)) of €100,000 are at risk.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.
The Company conducts credit checks on all customers that request term payments.
Inventories
Inventories are valued at their acquisition cost, production cost or net realizable value, whichever is lower. Discounts for prompt payment are included as a lower price, whether or not they appear on the invoice, and assigning value to its inventories. The Company adopts the weighted average price method.
Net realizable value represents the estimated sales price less all estimated costs that will be incurred in the process of commercialization, sales and distribution.
The Company makes the appropriate valuation adjustments, recording impairment expense when the net realizable value of the inventories is less than their acquisition cost.
Property and Equipment
Property and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives, they are accounted for separately. Depreciation is provided at rates which are calculated to write off the assets over their estimated useful lives as follows:
Intangible Assets
Acquired intangible assets are initially measured at cost. Following the initial recognition, intangible assets are measured at cost less any accumulated amortization and any impairment losses. The useful lives of intangible assets are either definite or indefinite. Intangible assets that have a finite useful life are amortized over the assessed useful economic life and are assessed for impairment when there are any indicators present that the intangible asset may be impaired. The Company reviews the amortization period and method at least annually, and any changes are treated as changes in accounting estimates and applied prospectively.
Computer application and webpage are amortized over estimated useful lives of three years and Software is amortized over estimated useful lives of five years.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the agreement on the inception date.
As a lessee, the Company recognizes a lease obligation and a right-of-use asset in the statements of financial position on a present-value basis at the date when the leased asset is available for use. Each lease payment is apportioned between a finance charge and a reduction of the lease obligation. Finance charges are recognized in finance cost in the statements of income and comprehensive income. The right of-use assets are depreciated over the shorter of their estimated useful life and the lease term on a straight-line basis.
Lease obligations are initially measured at the net present value of the following lease payments:
Lease payments are discounted using the interest rate implicit in the lease, or if this rate cannot be determined, the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost comprising the following:
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the statements of income and comprehensive income. Short-term leases are leases with a lease term of 12 months or less.
Share Capital
Ordinary shares are classified as equity, net of transaction costs directly attributable to the issuance of ordinary shares.
Ordinary shares issued for consideration other than cash are based on their market value as of the date the ordinary shares are issued.
Restricted Stock Units
The plan administrator may award restricted stock units (“RSUs”) which represent the right to receive ordinary shares at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The plan administrator determines the persons to whom grants of RSUs are made, the number of RSUs to be awarded, the time or times within which awards of RSUs may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the RSU awards. The value of the RSUs may be paid in ordinary shares, cash, other securities, other property or a combination of the foregoing, as determined by the plan administrator.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with IFRS 2, “Share-based Payment,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. (See Note 13)
Share-Based Payment Reserves
The share-based payment reserve record items are recognized as share-based compensation expense and other share-based payments until such time that the RSUs are vested, at which time the corresponding amount will be transferred to share capital.
Liquidity
The Company incurred a net loss of €2,861,331 during the six-month period ended June 30, 2024. However, the Company successfully completed its Initial Public Offering (“IPO”) and commenced trading on The Nasdaq Stock Market on September 22, 2023, thereby raising €3.8 million, net of expenses related to the IPO process; and it has retained a large portion of those cash funds as of the day of this report. As of June 30, 2024, the Company had positive working capital of €2,454,052.
The Company finds itself in a sector – the energy storage market – which many industry research studies and forecasts have predicted will experience significant, exponential growth in the coming years. Also, Turbo Energy is a consolidated company with more than ten years of industry experience. In recent years, the Company has been making significant investments in development and research, which is expected to allow it to position itself as a company offering a highly differentiated value proposition to customers when compared to other companies in the sector.
Turbo Energy is focused on carefully balancing investments in continued innovation and systemic cost discipline to deliver affordable, high performance solar energy storage technologies and solutions adaptable to every home, business, industrial plant and government facility across the globe. The Company’s existing cash resources are expected to provide sufficient working capital to allow Turbo Energy to execute its planned operations and expansion plan for more than 12 months. Also, the Company’s majority shareholder, Umbrella Global, has explicitly expressed its full support to Turbo Energy, indicating that it is prepared to provide additional financial support and resources to the Company in the event that it is needed by Turbo Energy to successfully execute its operations and expansion plan.
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability, if material. Where discounting is used, the increase in the provision due to passage of time (“accretion expense”) is recognize as an expense on the statements of operations.
Foreign currency transactions
The functional currency used by the Company is the euro. Consequently, operations in currencies other than the euro are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.
At period-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the balance sheet date. The profits or losses revealed are charged directly to the profit and loss account for the period in which they occur.
On each balance sheet date, monetary assets and liabilities in foreign currency are converted at the rates in force on the closing date. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.
The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the period, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.
Income per share
Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.
For the six months ended June 30, 2024 and 2023, RSUs were potentially instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that the carrying amount is not recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Management assesses impairment of non-financial assets such as property and equipment and intangible assets. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit (“CGU”) based on expected future cash flows. The Company has applied judgment in its assessment of the appropriateness of the determination of CGU’s. When measuring expected future cash flows, management makes assumptions about future growth of profits which relate to future events and circumstances. Actual results could vary from these estimated future cash flows. Estimation uncertainty relates to assumptions about future operating results and the application of an appropriate discount rate.
Financial Instruments
Financial Assets
Financial assets are classified as either financial assets at fair value through profit and loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVTOCI”). The Company determines the classification of its financial assets at initial recognition.
Classification and Measurement
Classification determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. IFRS 9 Financial Instruments approach for the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. This single, principle-based approach replaces prior rule-based requirements. The model also results in a single impairment model being applied to all financial instruments.
Financial Assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. The Company has classified cash as FVTPL.
Financial Assets at FVTOCI
Financial assets at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI.
Financial Assets at Amortized Cost
Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non- current assets based on their maturity date. The Company has classified accounts receivable and amounts due from related parties at amortized cost.
Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred.
Financial Liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.
Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Company’s accounts payable and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
The Company’s bank loans were classified as measured at amortized cost at June 30, 2024 and December 31, 2023. During the six months ended June 30, 2024 and 2023, the Company incurred €46,180 and €138,109 interest on bank loans, respectively.
Fair Value Measurements
Fair value measurements are made using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:
The fair value measurement is categorized in its entirety by reference to its lowest level of significant input. Fair value is based on estimated cash flows, discounted at interest rates for similar instruments.
The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, accounts payable and accrued liabilities approximate their fair value (Level 1) due to the short-term maturities of these instruments.
Impairment of Financial Assets
The Company assesses at each statement of financial position date whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Company recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the account receivable.
The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.
ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
New Accounting Pronouncements
Adoption of New Accounting Policies
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024. The adoption of these amendments did not have a material impact on the Company’s consolidated financial statements.
New Standards and Amendments Issued But Not Yet Effective
Presentation and Disclosure in Financial Statements — IFRS 18
In April 2024, the IASB issued IFRS 18, which will replace IAS 1 - Presentation of Financial Statements. The standard aims to improve the manner in which companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, specifically introducing additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from 1 January 2027. Companies are permitted to apply IFRS 18 before that date. The Company is evaluating the impact of the above amendments on its consolidated financial statements. |
Summary of Significant Accounting Judgements, Estimates and Assumptions |
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Jun. 30, 2024 | |
Summary of Significant Accounting Judgements, Estimates and Assumptions [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these consolidated financial statements in accordance with IFRS requires management to make estimates and judgments that affect the recognition, measurement and disclosure of amounts reported in these consolidated financial statements and accompanying notes. The reported amounts and note disclosures are determined using management’s best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results may differ from such estimates. These judgments, estimates and assumptions are reviewed regularly.
The following are significant management judgments, estimates and assumptions used in applying the accounting policies of the Company that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses:
Leases
The Company exercises judgment in determining the approximate lease term on a lease by lease basis. The Company considers all facts and circumstances that may create an economic incentive to exercise renewal options and also evaluates the economic incentive related to continuation of existing leaseholds. The Company is also required to estimate specific criteria in order to estimate the carrying amount of right-of-use assets and lease liabilities, including the incremental borrowing rate, effective interest rate and lease term.
Valuation of Accounts Receivable
Management monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.
Valuation of Inventories
Management makes estimates of future customer demand for products when establishing appropriate provisions for inventory obsolescence. In making these estimates, management considers the age of inventory and profitability of recent sales.
Recoverability of Income Taxes
The measurement and assessment of income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws and estimates of the Company’s abilities to utilize losses carried forward to offset taxes payable on future taxable income. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.
Useful Life of Property and Equipment
Changes in the intended use of property and equipment, as well as changes in technology or economic conditions, may cause the estimated useful life of these assets to change. The change in useful lives could impact the depreciation expense and carrying value of property and equipment.
Useful Life of Intangible Assets
Changes in the intended use of intangible assets with determinable useful lives as well as changes in technology or economic conditions may cause the estimated useful life of these assets to change. The change in useful lives could impact the amortization expense and carrying value of intangible assets.
Terms and Conditions of RSUs
Management determines the terms and conditions of RSUs, including the vesting criteria, the form and timing of payment, the time within which RSUs may be subject to forfeiture and rights to acceleration thereof. |
Accounts Receivable and Other Receivables, Net |
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Accounts Receivable and Other Receivables, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET | NOTE 4 – ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET
Accounts receivable and other receivables as of June 30, 2024 and December 31, 2023 are summarized as below:
As of June 30, 2024 and December 31, 2023, the allowance for doubtful accounts was €505,836 and €417,922, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded bad debt expense of €143,483 and €4,534 and bad debt recovery of €0 and €10,859, respectively. |
Inventories |
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Jun. 30, 2024 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES
As of June 30, 2024 and December 31, 2023, the Company had finished goods of €2,674,957 and €5,585,959, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded a provision for slow moving inventory in the statements of operations of €49,362 and €0, respectively, and recovery on the provision for slow moving inventory in the statements of operations of €312,563 and €0, respectively. As of June 30, 2024 and December 31, 2023, there was a provision for obsolescence of €139,707 and €402,908, respectively.
The Company outsourced the management of inventories to a third party with all inventories located in warehouses owned by the third parties. The Company pays a monthly fee to the warehouse company for insurance coverage of the inventories, as stated in the agreement between both parties. |
Prepaid Expense |
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Prepaid Expense [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PREPAID EXPENSE | NOTE 6 – PREPAID EXPENSE
Prepaid expense as of June 30, 2024 and December 31, 2023 are summarized as below:
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Investments |
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Jun. 30, 2024 | |
Investments [Abstract] | |
INVESTMENTS | NOTE 7 – INVESTMENTS
As of June 30, 2024 and December 31, 2023, the Company had short-term investment of €1,552,050 and €2,044,050, respectively, comprised of two short-term investments in the bank for an aggregate amount of €2,000,000 with repayment terms ranging from six to seven months and an annual interest rate ranging from 3.54%-3.37% and a short-term commercial deposit of €44,050 with an assembling vendor. During the six months ended June 30, 2024, the Company received €500,000 from the return of short-term investments and made a short-term investment of €8,000. During the six months ended June 30, 2024 and 2023, the Company recognized interest income of €32,525 and €0 from the investments, respectively. |
Property and Equipment |
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Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2024 and December 31, 2023 are summarized as follows:
During the six months ended June 30, 2024 and 2023, the Company acquired property and equipment of €1,996 and €19,333, respectively. During the six months ended June 30, 2024 and 2023, the Company recorded depreciation expense of €5,829 and €10,051, respectively. |
Intangible Assets |
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Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE ASSETS | NOTE 9 – INTANGIBLE ASSETS
Intangible assets as of June 30, 2024 and December 31, 2023 are summarized as follows:
During the six months ended June 30, 2024 and 2023, the Company acquired software development and software of €429,709 and €217,834, respectively. As of June 30, 2024, since the software is still in the development process, no amortization was incurred during the six months ended June 30, 2024.
During the six months ended June 30, 2024 and 2023, the Company recorded amortization expense of €24,842 and €25,141, respectively, and no impairment loss was incurred on the intangible assets. |
Accounts Payable and Accrued Liabilities |
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued labilities as of June 30, 2024 and December 31, 2023 are summarized as follows:
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Related Party Transactions |
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RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS
Amount due from (to) as of June 30, 2024 are summarized as follows:
Due from related parties:
Due to related parties:
Amount due from (to) as of December 31, 2023 are summarized as follows:
Due from related parties:
Due to related parties:
All the amounts due to and from related parties are unsecured, non-interest bearing and due on demand, except for the loan agreement from Umbrella Global of €3,800,000. This loan was formalized and signed on June 30, 2023 for a period of five years and an amount of €3,800,000, bearing a market interest rate of 6.25% per year, payable bi-annually. As on June 30, 2024, Turbo Energy has repaid €1,372,177, so the remaining amount of the loan agreement, as of June 30 2024, is €2,427,823.
During the six months ended June 30, 2024 and 2023, a total amount of € 107,277 and €0 has been paid for interest.
Transactions with related parties during the six months ended June 30, 2024 and 2023 were summarized as follows:
Six Months Ended June 30, 2024
Six Months Ended June 30, 2023
Our related-party transactions during the six months ended June 30, 2024 include sales of products or services made to or purchases of products or services from affiliated group companies that are under common control and to associates of such group companies. These transactions include income accrued from the commercial activities of the Company. The purchases relate to merchandise that the Company sells in its normal course of commercial operations.
Umbrella Global, as the holding company of the group, assumes all structural costs such as those related to the human resources, licenses, legal, tax, labor, marketing and other generic structural costs. A margin of 13% is applied to these costs and the resulting amount is distributed to the four most significant companies in the group based on their estimated revenue in the monthly management fees.
During the six months ended June 30, 2024 and 2023, the Company incurred management fees to Umbrella Global of €420,000 and €508,590, respectively.
No compensation has been paid to the executives of Crocodile Investment SLU. The Company expects to continue with the same allocation structure in the future. |
Bank Loans |
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BANK LOANS | NOTE 12 – BANK LOANS
Bank loans as of June 30, 2024 and December 31, 2023 are summarized as follows:
The terms and conditions of outstanding bank loans are as follows:
During the six months ended June 30, 2024 and 2023, the Company incurred bank loan interest expense of €4,085 and €4,132, respectively.
The Company’s obligations are secured by substantially all of the assets of the Company.
Principal repayments to maturity by fiscal year are as follows:
In addition, the Company maintains the following lines of credit:
As of June 30, 2024,
As of December 31, 2023,
The Company has a €2.6 million facility that is unsecured and can be drawn down to meet short-term financing needs. The facility has a maturity of one to three years for the ICO credit lines that renews automatically at the option of the Company. Interest is payable at an average rate of Euribor plus 2.11 basis points. During the six months ended June 30, 2024 and 2023, the Company incurred interest expense from line of credit of €42,095 and €133,977, respectively. |
Share Capital |
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SHARE CAPITAL | NOTE 13 – SHARE CAPITAL
Authorized
The Company has authorized 75,085,700 ordinary shares with a par value of €0.05.
Issuances
On September 22, 2023, the Company announced an IPO of 1,000,000 American Depositary Shares (“ADSs”), representing 5,000,000 ordinary shares, at a price of $5.00 per ADS to the public for a total of $5,000,000 of gross proceeds to the Company, before deducting underwriting discounts and offering expenses (the “Offering”). The ADSs began trading on the Nasdaq Capital Market under the symbol “TURB.” During December 2023, the Company issued 5,000,000 ordinary shares from the IPO for proceeds of €3,354,781, net of share offering costs and underwriting cost of €1,350,200.
During December 2022, we issued 50,000,000 ordinary shares (pre-stock split: 2,500,000 shares) for proceeds of €2,500,000, to our parent company, who is also our sole shareholder.
The Company has reflected this issuance of ordinary shares for all periods presented due to their nominal value, relative to the IPO. The Company accounted for the proceeds as share capital in the year ended December 31, 2022. Earnings per share and ordinary shares outstanding have been retroactively reflected to show this issuance from the earliest period reported.
Stock Split
In February 2023, the Company approved a forward stock split of the issued and outstanding ordinary shares on a 20-for-1 basis. We increased our issued and outstanding share capital from 2,504,285 ordinary shares to 50,085,700 ordinary shares. The approval, from the Commercial Registry of Valencia, for the forward stock split was approved on February 1, 2023. The consolidated financial statements retrospectively reflected the forward stock split.
Issued and outstanding
As of June 30, 2024 and December 31, 2023, the total issued and outstanding share capital consists of 50,085,700 ordinary shares at €2,754,285, all subscribed and paid up.
RSUs
On April 5, 2024, the compensation committee and the board of directors of the Company approved the grant of 1,780,330 RSUs, which can be converted into 356,067 American Depositary Shares of the Company, representing 1,780,330 ordinary shares of the Company, to certain officers, directors and employees of the Company with the vesting date of January 1, 2027. During the six months ended June 30, 2024, the Company recorded €32,911 stock-based compensation expense. The stock-based compensation incurred from ordinary shares awarded was reported under salaries and benefits–related parties in the statements of operations with share-based payment reserve of €32,911 recognized under reserve in the balance sheets.
The 1,780,330 RSUs were valued at €383,064 based on the stock price of the Company at €1.08 per share on the grant date of April 5, 2024.
A summary of activity regarding the RSUs issued is as follows:
As of June 30, 2024, the unrecognized stock-based compensation of €350,153 is expected to be recognized over a weighted-average period of 2.5 years. |
Reserve |
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Reserve [Abstract] | |
RESERVE | NOTE 14 – RESERVE
As of June 30, 2024 and December 31, 2023, reserve was €1,444,757 and €1,411,846, respectively, and was comprised of legal reserves, share-based payment reserve and other reserves.
Legal Reserve
In accordance with the capital company law, companies must allocate an amount equal to 10% of the profit for the year to the legal reserve until it reaches 20% of the share capital. The legal reserve may only be used to increase the share capital. Except for the above purpose and as long as it does not exceed 20% of the share capital, the legal reserve can only be used to offset losses, provided there are no other reserves available sufficient for this purpose. As of June 30, 2024 and December 31, 2023, it was partially constituted after the aforementioned capital increase. As of June 30, 2024 and December 31, 2023, legal reserve was €500,857.
Share-Based Payment Reserve
During the six months ended June 30, 2024, the Company recognized share-based payment reserve of €32,911 from the grant of 1,780,330 RSUs on April 5, 2024 with a vesting date of January 1, 2027. (See Note 13)
Other Reserve
The Company maintains unrestricted reserve for undistributed profits from previous years. As of June 30, 2024 and December 31, 2023, the other reserves were €910,989. |
Leases |
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Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES | NOTE 15 – LEASES
As of June 30, 2024 and December 31, 2023, the Company had the following lease obligations:
On September 8, 2020, the Company entered into a vehicle lease agreement under a four-year term and monthly lease payment of €527.
On January 1, 2021, the Company entered into an office lease agreement under a five-year term and monthly lease payment of €827 for the first year with an escalation rate of Consumer Price Index (CPI) plus 2% per annum. On June 30, 2022, the Company terminated the office lease contract.
On June 1, 2022, the Company entered into an office lease agreement under a two-year term, but extendable for three years upon expiry, and a monthly lease payment of €3,384 during the first year and €3,492 during the second year. On April 1, 2024, the Company extended the office lease for one additional year starting from June 2024 through May 2025 with monthly payment at €3,618.
On September 26, 2022, the Company entered into a vehicle lease agreement under a three-year term and monthly lease payment of €420.
On November 15, 2022, the Company entered into a vehicle lease agreement under a three-year term and monthly lease payment of €417.
On August 17, 2023, the Company entered into a vehicle lease agreement under a three-year term and monthly lease payment of €572.
The following table summarizes the maturity of our lease liabilities as of June 30, 2024:
Year Ended December 31,
As of June 30, 2024 and December 31, 2023, the Company has right-of-use assets as follows:
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Financial Instruments and Risk Management |
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Financial Instruments and Risk Management [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 16 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Set out below are categories of financial instruments and fair value measurements as of June 30, 2024 and December 31, 2023:
Liquidity Risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due in the normal course of business. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price. Difficulty accessing capital markets could impair the Company’s capacity to grow, execute its business model and generate financial returns. The Company manages its liquidity risk by monitoring its operating requirements to ensure financial resources are available, actively monitoring market conditions and by diversifying its sources of funding and maintaining a diversified maturity profile of its debt obligations.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s main credit risk relates to its cash and accounts receivable. The Company’s credit risk is reduced by a broad customer base and a review of customer credit profiles.
The Company’s maximum exposure to credit risk corresponds to the carrying amount for all cash and accounts receivable. Cash is held with prominent financial institutions. Accounts receivable are held with vendors in which the Company has a historically strong relationship with or related to VAT receivable.
The Company mitigates credit risk associated with its trade receivables through established credit approvals, limits and a regular monitoring process. The Company generally considers the credit quality of its financial assets that are neither past due nor impaired to be solid. Credit risk is further mitigated due to the large number of customers and their dispersion across geographic areas.
As of June 30, 2024 and December 31, 2023, there was one customer and one customer with amount outstanding that exceed 10% of the Company’s revenue that totaled 11% and 13% in aggregate, respectively. The Company assessed credit risk as low.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is not exposed to significant currency risk.
Interest Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its lines of credit due to fluctuations in interest rates. The Company’s bank loans and leases have fixed rates of interest resulting in limited interest rate fair value risk for the Company. The Company manages interest rate risk by seeking financing terms in individual arrangements that are most advantageous taking into account all relevant factors, including credit margin, term and basis. The risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company.
Other Price Risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risk.
Capital Management
The Company’s capital consists of share capital and reserve. The Company’s capital management is designed to ensure that it has sufficient financial flexibility both in the short and long-term to support its financial obligations and the future development of the business.
The Company manages its capital with the following objectives:
There were no changes to the Company’s approach to capital management during the six months ended June 30, 2024 and 2023. The Company is not subject to externally imposed capital requirements. |
Revenue |
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Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUE | NOTE 17 – REVENUE
The Company’s sales derived from sales of smart energy storage solutions. The following is the Company’s revenue by geographical markets during the six months ended June 30, 2024 and 2023:
During the six months ended June 30, 2024 and 2023, the Company recognized revenue of €4,877,473 and €7,203,489, of which €68,980 and €184,362 derived from related parties, respectively.
We consider related parties those Companies that are part of Umbrella Global. |
Cost of Revenue |
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COST OF REVENUE | NOTE 18 – COST OF REVENUE
During the six months ended June 30, 2024 and 2023, the Company incurred cost of sales of €5,115,942 and €6,013,713, of which €0 and €0 derived from related parties, respectively. |
Selling and Administrative Expenses |
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SELLING AND ADMINISTRATIVE EXPENSES | NOTE 19 – SELLING AND ADMINISTRATIVE EXPENSES
The Company incurred the following selling and administrative expenses during the six months ended June 30, 2024 and 2023.
During the six months ended June 30, 2024 and 2023, the Company incurred selling and administrative expenses of €1,558,144 and €1,236,919, of which €426,545 and €508,590 derived from related parties, respectively. |
Supplemental Cash Flow Information |
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SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 20 – SUPPLEMENTAL CASH FLOW INFORMATION
Set out below are non-cash investing and financing activities during the six months ended June 30, 2024 and 2023:
Non-cash investing and financing activities:
During the six months ended June 30, 2024 and 2023, the Company paid interest of € 60,065 and €158,321 and income taxes of €252 and €0, respectively. |
Subsequent Events |
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Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS
Enerfip Agreement
On August 26, 2024, Turbo Energy entered into an agreement with Enerfip, a leading France-based crowdfunding platform, providing for the Company to explore, through Enerfip’s crowdfunding platform, financing from European individual investors, namely investors residing in France and Spain. If Turbo Energy’s project receives acceptance and interest among investors on Enerfip’s platform, the form agreed between the parties to carry out the financing would be to raise €2,000,000 on a first tranche through a 36-month simple debt bond, with an interest rate of 8.75% (“Crowd Bond”). The interest will be repaid semiannually. October 28, 2024, the Company closed the issuance of the first tranche and reported on Form 6-K filed with the SEC that the yielded subscriptions amounting to gross proceeds of €914,110.
Connection Holdings Agreement
On October 18, 2024, the Company into a non-exclusive Strategic Advisory Agreement (the “Agreement”) with Connection Holdings, LLC, a Nevada limited liability company. Pursuant to the Agreement, Connection Holdings will collaborate with the Company to expand Turbo Energy’s solar energy storage business into the United States through implementation of a phased commercialization strategy involving the introduction of the Company’s SUNBOX Split Phase Series 10.0, Split Phase Hybrid Series 48V 10.0 Inverter with Back-Up Mode, Lithium Series Pro 5.1kWH Battery and related cloud-based, software-as-a-solution technology powered by Artificial Intelligence (“AI”), collectively referred to hereafter as “Turbo Energy Products.” The term of the Agreement shall be bifurcated into two phases, with Phase 1 commencing on July 15, 2024 and continuing through February 28, 2025; and Phase 2 commencing on January 1, 2025 and terminating on December 31, 2025. However, the term of Phase 2 may be renewed every six months thereafter at the sole discretion of Turbo. In accordance with the terms and conditions of the Agreement, Connection Holdings will be entitled to earn commissions equal to 2% of all Turbo Product net sales up to $10 million (after discounts and excluding taxes) made to customers located within the United States. In the Company’s sole discretion, commissions earned by Connection Holdings may be paid in either cash or in equity consideration equal to a number of ADSs valued at 100% of the payable commission and factored at $5.00 per ADR.
Subject to Connection Holdings achieving predetermined sales quotas and other key performance indicators as defined in the Agreement, Connection Holdings is also eligible to earn warrants in up to four tranches to purchase in aggregate up to 2.5% of the Company’s total outstanding ordinary shares, as converted to ADSs that are issued and outstanding on October 18, 2024, or up to 275,428 ADSs. The issuance of the ADSs will be made in reliance on an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended, contained in Section 4(a)(2) thereof and Regulations D and/or S thereunder. The Agreement also provides for Connection Holdings to be reimbursed for all expenses pre-approved by the Company.
Flash Flooding in Southern Spain
On October 29, 2024, southern regions of Spain suffered one of the country’s deadliest natural disasters in recent history, with heavy downpours resulting in severe flash flooding that claimed the lives of over 200 people and left Valencia, Spain and other neighboring regions in ruins. Turbo Energy is headquartered in Valencia. While the Company confirmed that all of its employees and their families were safe and accounted for and our production systems and supply chain resources remain fully functional, management is still evaluating the impact on its business operations, namely damage that may have affected some of its inventory. |
Accounting Policies, by Policy (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
Statement of compliance | Statement of Compliance The unaudited condensed interim consolidated financial statements of Turbo Energy have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved by the board of directors (the “Board”) of the Company on October 29, 2024. |
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Basis of presentation | Basis of Presentation The consolidated financial statements of the Company were prepared on a historical cost basis except where certain financial instruments that are required to be measured at fair value. These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The consolidated financial statements are presented in Euro, which is the Company’s functional currency. Transactions in currencies other than the functional currency are recorded in accordance with the policies stated under Foreign Currency Transaction in Note 2. |
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Reclassification | Reclassification Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss. |
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Revenue Recognition | Revenue Recognition The Company designs, develops, and distributes equipment for the generation, management, and storage of photovoltaic energy. Our energy storage products are managed, from the cloud and through the inverter of the installation, by an advanced software system which is optimized by artificial intelligence (“AI”). The key advantage is that our products, when compared to conventional battery storage systems, reduce electricity bills and protect the installation from power outages. The Company’s revenue is primarily generated from sales of inverters, batteries and photovoltaic modules to installers and other distributors for residential consumers under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. The Company recognizes such revenue at the point in time when control of the products is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to unit rebates and rights to return unsold products. Transfer of control occurs either when products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred. For most of the Company’s product sales, transfer of control occurs upon shipment to the distributor or direct customer. In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 to 60 days from the invoice date, which occurs on the date of transfer of control of the products to the customer.
Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component. A five-step approach is applied in the recognition of revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. Customer purchase orders, plus the underlying master sales agreements, are considered to be contracts with the customer for purposes of applying the five-step approach. Returns under the Company’s general assurance warranty of products have not been material historically and warranty-related services are not considered a separate performance obligation under the customer orders. Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year. |
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Concentration of Revenue by Customer | Concentration of Revenue by Customer For the six months ended June 30, 2024, there were zero customers which comprised greater than 10% of the Company’s revenue; and for the six months ended June 30, 2023, there was one customer which represented 12% of the Company’s revenue. |
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Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of highly liquid instruments purchased with an original maturity of three months or less. As of June 30, 2024 and December 31, 2023, the Company had cash of €495,877 and €620,531, respectively. The Company does not have any cash equivalents. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances in excess of the Spanish government insured limit (Fondo de Garantía de Depósitos (FDG)) of €100,000 are at risk. |
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Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company conducts credit checks on all customers that request term payments. |
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Inventories | Inventories Inventories are valued at their acquisition cost, production cost or net realizable value, whichever is lower. Discounts for prompt payment are included as a lower price, whether or not they appear on the invoice, and assigning value to its inventories. The Company adopts the weighted average price method. Net realizable value represents the estimated sales price less all estimated costs that will be incurred in the process of commercialization, sales and distribution. The Company makes the appropriate valuation adjustments, recording impairment expense when the net realizable value of the inventories is less than their acquisition cost.
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Property and Equipment | Property and Equipment Property and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives, they are accounted for separately. Depreciation is provided at rates which are calculated to write off the assets over their estimated useful lives as follows:
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Intangible Assets | Intangible Assets Acquired intangible assets are initially measured at cost. Following the initial recognition, intangible assets are measured at cost less any accumulated amortization and any impairment losses. The useful lives of intangible assets are either definite or indefinite. Intangible assets that have a finite useful life are amortized over the assessed useful economic life and are assessed for impairment when there are any indicators present that the intangible asset may be impaired. The Company reviews the amortization period and method at least annually, and any changes are treated as changes in accounting estimates and applied prospectively. Computer application and webpage are amortized over estimated useful lives of three years and Software is amortized over estimated useful lives of five years. |
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Leases | Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the agreement on the inception date. As a lessee, the Company recognizes a lease obligation and a right-of-use asset in the statements of financial position on a present-value basis at the date when the leased asset is available for use. Each lease payment is apportioned between a finance charge and a reduction of the lease obligation. Finance charges are recognized in finance cost in the statements of income and comprehensive income. The right of-use assets are depreciated over the shorter of their estimated useful life and the lease term on a straight-line basis. Lease obligations are initially measured at the net present value of the following lease payments:
Lease payments are discounted using the interest rate implicit in the lease, or if this rate cannot be determined, the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost comprising the following:
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the statements of income and comprehensive income. Short-term leases are leases with a lease term of 12 months or less. |
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Share Capital | Share Capital Ordinary shares are classified as equity, net of transaction costs directly attributable to the issuance of ordinary shares. Ordinary shares issued for consideration other than cash are based on their market value as of the date the ordinary shares are issued.
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Restricted Stock Units | Restricted Stock Units The plan administrator may award restricted stock units (“RSUs”) which represent the right to receive ordinary shares at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The plan administrator determines the persons to whom grants of RSUs are made, the number of RSUs to be awarded, the time or times within which awards of RSUs may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the RSU awards. The value of the RSUs may be paid in ordinary shares, cash, other securities, other property or a combination of the foregoing, as determined by the plan administrator. |
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Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation under the fair value method in accordance with IFRS 2, “Share-based Payment,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. (See Note 13) |
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Share-Based Payment Reserves | Share-Based Payment Reserves The share-based payment reserve record items are recognized as share-based compensation expense and other share-based payments until such time that the RSUs are vested, at which time the corresponding amount will be transferred to share capital. |
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Liquidity | Liquidity The Company incurred a net loss of €2,861,331 during the six-month period ended June 30, 2024. However, the Company successfully completed its Initial Public Offering (“IPO”) and commenced trading on The Nasdaq Stock Market on September 22, 2023, thereby raising €3.8 million, net of expenses related to the IPO process; and it has retained a large portion of those cash funds as of the day of this report. As of June 30, 2024, the Company had positive working capital of €2,454,052. The Company finds itself in a sector – the energy storage market – which many industry research studies and forecasts have predicted will experience significant, exponential growth in the coming years. Also, Turbo Energy is a consolidated company with more than ten years of industry experience. In recent years, the Company has been making significant investments in development and research, which is expected to allow it to position itself as a company offering a highly differentiated value proposition to customers when compared to other companies in the sector. Turbo Energy is focused on carefully balancing investments in continued innovation and systemic cost discipline to deliver affordable, high performance solar energy storage technologies and solutions adaptable to every home, business, industrial plant and government facility across the globe. The Company’s existing cash resources are expected to provide sufficient working capital to allow Turbo Energy to execute its planned operations and expansion plan for more than 12 months. Also, the Company’s majority shareholder, Umbrella Global, has explicitly expressed its full support to Turbo Energy, indicating that it is prepared to provide additional financial support and resources to the Company in the event that it is needed by Turbo Energy to successfully execute its operations and expansion plan. |
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Provisions | Provisions Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability, if material. Where discounting is used, the increase in the provision due to passage of time (“accretion expense”) is recognize as an expense on the statements of operations.
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Foreign currency transactions | Foreign currency transactions The functional currency used by the Company is the euro. Consequently, operations in currencies other than the euro are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations. At period-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the balance sheet date. The profits or losses revealed are charged directly to the profit and loss account for the period in which they occur. On each balance sheet date, monetary assets and liabilities in foreign currency are converted at the rates in force on the closing date. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction. The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the period, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal. |
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Income per share | Income per share Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company. Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period. For the six months ended June 30, 2024 and 2023, RSUs were potentially instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
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Impairment of non-financial assets | Impairment of non-financial assets At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that the carrying amount is not recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Management assesses impairment of non-financial assets such as property and equipment and intangible assets. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit (“CGU”) based on expected future cash flows. The Company has applied judgment in its assessment of the appropriateness of the determination of CGU’s. When measuring expected future cash flows, management makes assumptions about future growth of profits which relate to future events and circumstances. Actual results could vary from these estimated future cash flows. Estimation uncertainty relates to assumptions about future operating results and the application of an appropriate discount rate. |
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Financial Instruments | Financial Instruments Financial Assets Financial assets are classified as either financial assets at fair value through profit and loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVTOCI”). The Company determines the classification of its financial assets at initial recognition.
Classification and Measurement Classification determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. IFRS 9 Financial Instruments approach for the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. This single, principle-based approach replaces prior rule-based requirements. The model also results in a single impairment model being applied to all financial instruments. Financial Assets at FVTPL Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. The Company has classified cash as FVTPL. Financial Assets at FVTOCI Financial assets at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI. Financial Assets at Amortized Cost Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non- current assets based on their maturity date. The Company has classified accounts receivable and amounts due from related parties at amortized cost. Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Financial Liabilities Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition. Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Company’s accounts payable and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost. The Company’s bank loans were classified as measured at amortized cost at June 30, 2024 and December 31, 2023. During the six months ended June 30, 2024 and 2023, the Company incurred €46,180 and €138,109 interest on bank loans, respectively. |
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Fair Value Measurements | Fair Value Measurements Fair value measurements are made using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:
The fair value measurement is categorized in its entirety by reference to its lowest level of significant input. Fair value is based on estimated cash flows, discounted at interest rates for similar instruments. The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, inventories, accounts payable and accrued liabilities approximate their fair value (Level 1) due to the short-term maturities of these instruments. |
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Impairment of Financial Assets | Impairment of Financial Assets The Company assesses at each statement of financial position date whether there is objective evidence that a financial asset or group of financial assets is impaired. The Company recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the account receivable. The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses. ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the ECLs associated with its assets carried at amortized cost. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. |
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New Accounting Pronouncements | New Accounting PronouncementsAdoption of New Accounting PoliciesClassification of Liabilities as Current or Non-current (Amendments to IAS 1)The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024. The adoption of these amendments did not have a material impact on the Company’s consolidated financial statements.New Standards and Amendments Issued But Not Yet EffectivePresentation and Disclosure in Financial Statements — IFRS 18In April 2024, the IASB issued IFRS 18, which will replace IAS 1 - Presentation of Financial Statements. The standard aims to improve the manner in which companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, specifically introducing additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from 1 January 2027. Companies are permitted to apply IFRS 18 before that date. The Company is evaluating the impact of the above amendments on its consolidated financial statements. |
Material Accounting Policies (Tables) |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||
Material Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
Schedule of Estimated Useful Lives | Depreciation is provided at rates which are calculated to write off the
assets over their estimated useful lives as follows:
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Schedule of Diluted Loss Per Share as their Effect would be Antidilutive | For the six months ended June 30, 2024 and 2023,
RSUs were potentially instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
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Accounts Receivable and Other Receivables, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable and Other Receivables, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Receivable and Other Receivables | Accounts receivable and other receivables as of June 30, 2024 and December
31, 2023 are summarized as below:
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Prepaid Expense (Tables) |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expense [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Prepaid Expense | Prepaid expense as of June 30, 2024 and December 31, 2023 are summarized
as below:
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Property and Equipment (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment | Property and equipment as of June 30, 2024 and
December 31, 2023 are summarized as follows:
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Intangible Assets (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Intangible Assets | Intangible assets as of June 30, 2024 and December 31, 2023 are summarized
as follows:
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Accounts Payable and Accrued Liabilities (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued labilities as of
June 30, 2024 and December 31, 2023 are summarized as follows:
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Related Party Transactions (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Due from Related Parties | Due from related parties:
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Schedule of Due to Related Parties | Due to related parties:
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Schedule of Transactions with Related Parties | Transactions with related parties during the six months ended June
30, 2024 and 2023 were summarized as follows:
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Bank Loans (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank Loans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Bank Loans | Bank loans as of June 30, 2024 and December 31,
2023 are summarized as follows:
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Schedule of Terms and Conditions of Outstanding Bank Loans | The terms and conditions of outstanding bank loans
are as follows:
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Schedule of Principal Repayments to Maturity by Fiscal Year | Principal repayments to maturity by fiscal year
are as follows:
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Schedule of Company Maintains the Following Lines of Credit | In addition, the Company maintains the following
lines of credit:
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Share Capital (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Regarding the RSUs Issued | A summary of activity regarding the RSUs issued
is as follows:
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Leases (Tables) |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Lease Obligations | As of June 30, 2024 and December 31, 2023, the
Company had the following lease obligations:
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Schedule of Lease Liabilities |
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Schedule of Maturity Lease Liabilities | The following table summarizes the maturity of
our lease liabilities as of June 30, 2024:
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Schedule of Right-of-Use Assets | As of June 30, 2024 and December 31, 2023, the Company has right-of-use
assets as follows:
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Financial Instruments and Risk Management (Tables) |
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Financial Instruments and Risk Management [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Financial Instruments and Fair Value Measurement | Set out below are categories of financial instruments
and fair value measurements as of June 30, 2024 and December 31, 2023:
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Revenue (Tables) |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Revenue by Geographical Markets | The following is the Company’s revenue by geographical markets during the six months ended June
30, 2024 and 2023:
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Cost of Revenue (Tables) |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of Revenue [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Cost of Revenue |
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Selling and Administrative Expenses (Tables) |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selling and Administrative Expenses[Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Selling and Administrative Expenses | The Company incurred the following selling and
administrative expenses during the six months ended June 30, 2024 and 2023.
|
Supplemental Cash Flow Information (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of Non-Cash Investing and Financing Activities | Non-cash investing and financing activities:
|
Entity Information (Details) - Nov. 08, 2022 |
EUR (€)
shares
|
$ / shares |
---|---|---|
Entity Information [Line Items] | ||
Consumption of electricity | € | € 2,250 | |
Ordinary share percentage | 100.00% | |
Public offering price per shares | $ / shares | $ 5 | |
Purchase to additional ads | 150,000 | |
Percentage of equivalent of ads | 15.00% | |
Underwriting Agreement [Member] | ||
Entity Information [Line Items] | ||
Number of share sold | 1,000,000 |
Material Accounting Policies (Details) - EUR (€) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Material Accounting Policies [Line Items] | |||
Cash | € 495,877 | € 620,531 | |
Incurred net loss | 2,861,331 | € 3,800,000 | |
Working capital | 2,454,052 | ||
Interest on bank loan | € 46,180 | € 138,109 | |
One Customer [Member] | |||
Material Accounting Policies [Line Items] | |||
Revenue percentage | 0.00% | 12.00% | |
Insurance risk [member] | |||
Material Accounting Policies [Line Items] | |||
Cash | € 100,000 |
Material Accounting Policies (Details) - Schedule of Estimated Useful Lives |
6 Months Ended |
---|---|
Jun. 30, 2024 | |
Right-of-use assets [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives | Over term of the lease |
Furniture [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives | 10 years |
Tools and machinery [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Estimated useful lives | 4 years |
Material Accounting Policies (Details) - Schedule of Diluted Loss Per Share as their Effect would be Antidilutive - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Restricted share units [member] | ||
Schedule of Diluted Loss Per Share as their Effect would be Antidilutive [Line Items] | ||
RSUs | 1,780,330 |
Accounts Receivable and Other Receivables, Net (Details) - EUR (€) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Accounts Receivable and Other Receivables, Net [Abstract] | |||
Allowance for doubtful accounts | € 505,836 | € 417,922 | |
Bad debt expense | 143,483 | € 4,534 | |
Bad debt recovery | € 0 | € 10,859 |
Accounts Receivable and Other Receivables, Net (Details) - Schedule of Accounts Receivable and Other Receivables - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Schedule of Accounts Receivable and Other Receivables [Abstract] | ||
Customers by sales provision of services | € 1,636,960 | € 2,505,194 |
VAT receivable | 103,873 | 46,106 |
Others | 26,255 | 87,702 |
Accounts receivable and other receivables, gross | 1,767,088 | 2,639,002 |
Allowance for doubtful accounts | (505,836) | (417,922) |
Accounts receivable and other receivables, net | € 1,261,252 | € 2,221,080 |
Inventories (Details) |
6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2023
EUR (€)
|
Jun. 30, 2023
USD ($)
|
Dec. 31, 2023
EUR (€)
|
|
Inventories [Line Items] | ||||
Finished goods | € 2,674,957 | € 5,585,959 | ||
Inventory in the statements of operations | 312,563 | $ 0 | ||
Provision for obsolescence | 139,707 | € 402,908 | ||
Top of range [member] | ||||
Inventories [Line Items] | ||||
Inventory in the statements of operations | € 49,362 | |||
Bottom of range [member] | ||||
Inventories [Line Items] | ||||
Inventory in the statements of operations | € 0 |
Prepaid Expense (Details) - Schedule of Prepaid Expense - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Schedule of Prepaid Expense [Abstract] | ||
Advancement to suppliers for inventory | € 1,036,166 | € 788,622 |
Advancement for PP&E under construction | 11,683 | 11,683 |
Conferences and international fairs | 176,728 | 230,027 |
Security deposits and others | 17,832 | 17,822 |
Total | € 1,242,409 | € 1,048,154 |
Investments (Details) - EUR (€) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Investments [Line Items] | |||
Short term investment | € 1,552,050 | € 2,044,050 | |
Bank aggregate amount | 2,000,000 | ||
Short term deposit | 44,050 | ||
Return of short term investments | 500,000 | ||
Short term investment | 8,000 | ||
Interest income | € 32,525 | € 0 | |
Top of range [Member] | |||
Investments [Line Items] | |||
Annual interest rate percentage | 3.54% | ||
Bottom of range [member] | |||
Investments [Line Items] | |||
Annual interest rate percentage | 3.37% |
Property and Equipment (Details) - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Property and Equipment [Abstract] | ||
Purchase of property and equipment | € 1,996 | € 19,333 |
Depreciation of property and equipment | € 5,829 | € 10,051 |
Property and Equipment (Details) - Schedule of Property and Equipment - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | € 196,081 | € 194,085 |
Accumulated depreciation | (40,830) | (35,001) |
Property and equipment | 155,251 | 159,084 |
Furniture [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 56,724 | 56,232 |
Laboratory Photovoltaic Installation [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 116,912 | 116,912 |
Tools and Machinery [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 7,530 | 6,026 |
Computer [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | € 14,915 | € 14,915 |
Intangible Assets (Details) - EUR (€) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Intangible Assets [Line Items] | |||
Intangible assets | € 1,240,573 | € 835,706 | |
Amortization expense | 24,842 | € 25,141 | |
Intangible Assets [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets | € 429,709 | € 217,834 |
Intangible Assets (Details) - Schedule of Intangible Assets - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets Gross | € 1,354,863 | € 925,154 |
Amortization | (114,290) | (89,448) |
Intangible Assets Net | 1,240,573 | 835,706 |
Software Development [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets Gross | 1,066,679 | 636,970 |
Software SKN1 [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets Gross | 248,419 | 248,419 |
Computer Application [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets Gross | 33,755 | 33,755 |
Web Page [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets Gross | € 6,010 | € 6,010 |
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payable | € 1,667,141 | € 1,847,575 |
VAT payable | 81,551 | 69,426 |
Payroll taxes payable | 61,119 | 56,419 |
Customer deposits | 246,251 | 70,139 |
Total | € 2,056,062 | € 2,043,559 |
Related Party Transactions (Details) - EUR (€) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Related Party Transactions [Line Items] | |||
Due from related party | € 3,800,000 | ||
Term loan | 5 years | ||
Amount due to related party | € 2,500,000 | € 3,800,000 | |
Repaid | 116,479 | € 116,216 | |
Amount paid for interest | 107,277 | 0 | |
Selling and administrative expenses | 1,131,599 | 728,329 | |
Stock-based compensation | € 32,911 | ||
Percentage of margin applied | 13.00% | ||
Incurred management fees | € 420,000 | € 508,590 | |
Related Party [Member] | |||
Related Party Transactions [Line Items] | |||
Amount due to related party | € 3,800,000 | ||
Market interest rate | 6.25% | ||
Repaid | € 1,372,177 | ||
Loan agreement | 2,427,823 | ||
Selling and administrative expenses | 426,545 | ||
Salaries and benefits | € 40,865 |
Bank Loans (Details) - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Bank Loans (Details) [Line Items] | ||
Bank loan interest expense | € 168,474 | € 159,197 |
Unsecured bank loans | € 2,600,000 | |
Interest payable average rate | 2.11% | |
Description of maturity period | one to three years | |
Bank Loan [Member] | ||
Bank Loans (Details) [Line Items] | ||
Bank loan interest expense | € 4,085 | 4,132 |
Line of Credit [Member] | ||
Bank Loans (Details) [Line Items] | ||
Bank loan interest expense | € 42,095 | € 133,977 |
Bank Loans (Details) - Schedule of Bank Loans - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Schedule of Bank Loans [Line Items] | ||
Total loan | € 2,806,884 | € 3,989,898 |
less: current portion | (2,806,884) | (3,895,585) |
Total bank loan | 94,313 | |
Bank Loans [Member] | ||
Schedule of Bank Loans [Line Items] | ||
Total loan | 211,757 | 328,236 |
Lines of Credit [Member] | ||
Schedule of Bank Loans [Line Items] | ||
Total loan | € 2,595,127 | € 3,661,662 |
Bank Loans (Details) - Schedule of Terms and Conditions of Outstanding Bank Loans - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
Bank Loans (Details) - Schedule of Terms and Conditions of Outstanding Bank Loans [Line Items] | ||
Year of maturity | one to three years | |
Face Value | € 920,000 | € 920,000 |
Carrying Amount | € 211,757 | 328,236 |
Bankia SA [Member] | ||
Bank Loans (Details) - Schedule of Terms and Conditions of Outstanding Bank Loans [Line Items] | ||
Nominal interest rate | 1.50% | |
Year of maturity | 2025 | |
Face Value | € 400,000 | 400,000 |
Carrying Amount | € 85,705 | 136,379 |
Targobank SA [Member] | ||
Bank Loans (Details) - Schedule of Terms and Conditions of Outstanding Bank Loans [Line Items] | ||
Nominal interest rate | 1.87% | |
Year of maturity | 2025 | |
Face Value | € 100,000 | 100,000 |
Carrying Amount | € 25,659 | 38,322 |
Banco de Sabadell SA [Member] | ||
Bank Loans (Details) - Schedule of Terms and Conditions of Outstanding Bank Loans [Line Items] | ||
Nominal interest rate | 1.50% | |
Year of maturity | 2025 | |
Face Value | € 250,000 | 250,000 |
Carrying Amount | € 53,327 | 85,004 |
Liberbank [Member] | ||
Bank Loans (Details) - Schedule of Terms and Conditions of Outstanding Bank Loans [Line Items] | ||
Nominal interest rate | 1.55% | |
Year of maturity | 2025 | |
Face Value | € 170,000 | 170,000 |
Carrying Amount | € 47,067 | € 68,532 |
Bank Loans (Details) - Schedule of Principal Repayments to Maturity by Fiscal Year |
Jun. 30, 2024
EUR (€)
|
---|---|
Schedule of Principal Repayments to Maturity by Fiscal Year [Abstract] | |
2024 (excluding the six months ended June 30, 2024) | € 117,447 |
2025 | 94,310 |
Thereafter | |
Total | € 211,757 |
Bank Loans (Details) - Schedule of Company Maintains the Following Lines of Credit - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 11,170,000 | € 12,100,000 |
Carrying Value | 2,595,127 | 3,661,662 |
Caixabank [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 2,500,000 | € 2,500,000 |
Nominal interest rate | 0.60% | 2.00% |
Maturity | 3/25/2025 | 4/25/2024 |
Carrying Value | € 1,087,467 | € 2,308,058 |
Sabadell [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 2,400,000 | € 2,700,000 |
Nominal interest rate | 1.20% | 2.75% |
Maturity | 2/28/2025 | 5/28/2024 |
Carrying Value | ||
BBVA [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 1,000,000 | € 1,500,000 |
Nominal interest rate | 1.90% | 1.65% |
Maturity | 12/22/2025 | 12/22/2024 |
Carrying Value | € 270,866 | |
BBVA One [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 570,000 | |
Nominal interest rate | 1.90% | |
Maturity | 12/22/2025 | |
Carrying Value | ||
Santander [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 4,000,000 | € 4,000,000 |
Nominal interest rate | 0.45% | 1.65% |
Maturity | 2/28/2025 | 6/28/2024 |
Carrying Value | € 1,507,660 | € 1,012,738 |
Abanca [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 700,000 | € 700,000 |
Nominal interest rate | 2.00% | 2.00% |
Maturity | 11/30/2024 | 11/30/2024 |
Carrying Value | ||
Bankinter ICO [Member] | ||
Schedule of Company Maintains the Following Lines of Credit [Line Items] | ||
Credit Limit | € 700,000 | |
Nominal interest rate | 1.40% | |
Maturity | 6/21/2024 | |
Carrying Value | € 70,000 |
Share Capital (Details) |
6 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Apr. 05, 2024
EUR (€)
€ / shares
shares
|
Sep. 22, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2024
EUR (€)
€ / shares
shares
|
Jun. 30, 2024
EUR (€)
€ / shares
$ / shares
shares
|
Jun. 30, 2023
EUR (€)
|
Dec. 31, 2023
EUR (€)
shares
|
Dec. 31, 2022
EUR (€)
shares
|
Feb. 28, 2023
shares
|
|
Share Capital [Line Items] | ||||||||
Number of shares authorized | 75,085,700 | 75,085,700 | ||||||
Par value per share | (per share) | $ 5 | € 0.05 | € 0.05 | |||||
Ordinary shares | 5,000,000 | |||||||
Proceeds of issuances | $ | $ 5,000,000 | |||||||
Offering costs (in Euro) | € | € 1,350,200 | |||||||
Ordinary shares, outstanding | 50,085,700 | |||||||
Share capital (in Euro) | € | € 2,754,285 | € 2,754,285 | € 2,754,285 | |||||
Grant restrict stock unit | 1,780,330 | 1,780,330 | ||||||
Stock-based compensation expense (in Euro) | € | € 32,911 | |||||||
Share-based payment reserve (in Euro) | € | 32,911 | € 32,911 | ||||||
Grant price (in Euro per share) | $ / shares | € 0.22 | |||||||
Unrecognized stock-based compensation (in Euro) | € | € 350,153 | |||||||
Weighted-average period | 2 years 6 months | |||||||
American Depositary Shares [Member] | ||||||||
Share Capital [Line Items] | ||||||||
Issuance of ordinary shares | 1,000,000 | |||||||
Restricted share units [member] | ||||||||
Share Capital [Line Items] | ||||||||
Issuance of ordinary shares | 1,780,330 | |||||||
Grant restrict stock unit | 1,780,330 | 1,780,330 | 1,780,330 | |||||
Number of shares issued on conversion | 356,067 | |||||||
Stock-based compensation expense (in Euro) | € | € 383,064 | € 32,911 | ||||||
Share-based payment reserve (in Euro) | € | € 32,911 | € 32,911 | ||||||
Grant price (in Euro per share) | € / shares | € 1.08 | |||||||
Ordinary shares [member] | ||||||||
Share Capital [Line Items] | ||||||||
Issuance of ordinary shares | 5,000,000 | 50,000,000 | ||||||
Proceeds of issuances | € | € 3,354,781 | € 2,500,000 | ||||||
Pre-stock split | 2,500,000 | |||||||
Stock Split [Member] | ||||||||
Share Capital [Line Items] | ||||||||
Issuance of ordinary shares | 2,504,285 | |||||||
Share capital [member] | ||||||||
Share Capital [Line Items] | ||||||||
Issuance of ordinary shares | 50,085,700 | 50,085,700 | 50,085,700 | |||||
Ordinary shares, outstanding | 50,085,700 | 50,085,700 | 50,085,700 | |||||
Share capital (in Euro) | € | € 2,754,285 | € 2,754,285 | € 2,754,285 |
Share Capital (Details) - Schedule of Regarding the RSUs Issued |
6 Months Ended |
---|---|
Jun. 30, 2024
$ / shares
| |
Schedule of Regarding the RSUs Issued [Abstract] | |
Original Common Shares, Beginning Balance | |
Weighted Average Grant Date Fair Value Per Share, Beginning Balance | |
Original Common Shares, Granted | 1,780,330 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ 0.22 |
Original Common Shares, Vested | |
Weighted Average Grant Date Fair Value Per Share, Vested | |
Original Common Shares, Forfeited | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | |
Original Common Shares, Ending Balance | 1,780,330 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ 0.22 |
Reserve (Details) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Apr. 05, 2024 |
Jun. 30, 2024
EUR (€)
|
Dec. 31, 2023
EUR (€)
|
|
Reserve [Line Items] | |||
Reserve | € 1,444,757 | € 1,411,846 | |
Percentage of legal reserve | 10.00% | ||
Percentage of share capital | 20.00% | ||
Percentage of exceed share capital | 20.00% | ||
Legal reserve | € 500,857 | 500,857 | |
Share-based payment reserve | € 32,911 | ||
Restricted stock unit grant | 1,780,330 | ||
Other Reserves [Member] | € 1,444,757 | 1,411,846 | |
Restricted share units [member] | |||
Reserve [Line Items] | |||
Share-based payment reserve | 32,911 | ||
Restricted stock unit grant | 1,780,330 | ||
Other Reserves [Member] | |||
Reserve [Line Items] | |||
Other Reserves [Member] | € 910,989 | € 910,989 |
Leases (Details) - EUR (€) |
Apr. 01, 2024 |
Aug. 17, 2023 |
Nov. 15, 2022 |
Sep. 26, 2022 |
Jun. 01, 2022 |
Jan. 01, 2021 |
Sep. 08, 2020 |
---|---|---|---|---|---|---|---|
Leases [Line Items] | |||||||
Monthly lease payment | € 3,618 | € 572 | € 417 | € 420 | € 827 | € 527 | |
Percentage of customer price index | 2.00% | ||||||
Lease agreement term | 3 years | ||||||
Extended additional lease term | 1 year | ||||||
First Year [Member] | |||||||
Leases [Line Items] | |||||||
Monthly lease payment | € 3,384 | ||||||
Second Year [Member] | |||||||
Leases [Line Items] | |||||||
Monthly lease payment | € 3,492 |
Leases (Details) - Schedule of Lease Obligations - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
Schedule of Lease Obligations [Line Items] | ||
Current lease | € 56,094 | € 37,579 |
Non-current lease | 10,307 | 18,487 |
Total lease | € 66,401 | € 56,066 |
Botton of Range [Member] | ||
Schedule of Lease Obligations [Line Items] | ||
Discount Rate | 1.50% | |
Maturity | 2024 | |
Top of Range [Member] | ||
Schedule of Lease Obligations [Line Items] | ||
Discount Rate | 3.00% | |
Maturity | 2025 |
Leases (Details) - Schedule of Lease Liabilities - EUR (€) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
Schedule of Lease Liabilities [Abstract] | ||
Balance beginning | € 56,066 | € 95,059 |
Lease liability additions from lease modification | 41,946 | 19,353 |
Repayment of Lease liability | (32,665) | (60,523) |
Interest expense on lease liabilities | 1,054 | 2,177 |
Balance ending | € 66,402 | € 56,066 |
Leases (Details) - Schedule of Maturity Lease Liabilities - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
Schedule of Maturity Lease Liabilities [Abstract] | ||
2024 (excluding six months ended June 30, 2024) | € 31,334 | |
2025 | 33,020 | |
2026 | 4,000 | |
Total lease payments | 68,354 | |
Less: financing cost | (1,953) | |
Lease liabilities | € 66,401 | € 56,066 |
Leases (Details) - Schedule of Right-of-Use Assets - EUR (€) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
Schedule of Right-of-Use Assets [Abstract] | ||
Balance beginning | € 54,935 | € 94,106 |
Additions from lease modification | 41,946 | 19,353 |
Depreciation | (31,571) | (58,524) |
Balance ending | € 65,310 | € 54,935 |
Financial Instruments and Risk Management (Details) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
One Customer [Member] | ||
Financial Instruments and Risk Management [Line Items] | ||
Total revenue | 11.00% | 13.00% |
Financial Instruments and Risk Management (Details) - Schedule of Financial Instruments and Fair Value Measurement - Financial Assets at Fair Value [Member] - EUR (€) |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Financial assets at fair value | ||
Cash | € 495,877 | € 620,531 |
Financial assets at amortized cost | ||
Accounts receivable and other receivables | 1,261,252 | 2,221,080 |
Amount due from related parties | 184,883 | 1,601,273 |
Financial liabilities at amortized cost | ||
Accounts payable and accrued liabilities | 2,056,062 | 2,043,559 |
Amount due to related parties | 2,538,336 | 3,847,950 |
Lease liabilities | 66,401 | 56,066 |
Bank loans | € 2,806,884 | € 3,989,898 |
Revenue (Details) - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Revenue [Line Items] | ||
Revenue | € 4,953,433 | € 7,211,916 |
Revenue derived from related parties | 68,980 | 184,362 |
Geographical Markets [Member] | ||
Revenue [Line Items] | ||
Revenue | € 4,877,473 | € 7,203,489 |
Revenue (Details) - Schedule of Revenue by Geographical Markets - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Schedule of Revenue by Geographical Markets [Line Items] | ||
Total revenue by geographical markets | € 4,877,473 | € 7,203,489 |
Spain [Member] | ||
Schedule of Revenue by Geographical Markets [Line Items] | ||
Total revenue by geographical markets | 3,660,964 | 5,839,373 |
Europe [Member] | ||
Schedule of Revenue by Geographical Markets [Line Items] | ||
Total revenue by geographical markets | 1,162,753 | 1,083,065 |
Rest of the world [Member] | ||
Schedule of Revenue by Geographical Markets [Line Items] | ||
Total revenue by geographical markets | € 53,756 | € 281,051 |
Cost of Revenue (Details) - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Cost of Revenue [Line Items] | ||
Cost of sales | € 5,115,942 | € 6,013,713 |
Related Parties [Member] | ||
Cost of Revenue [Line Items] | ||
Cost of revenue derived from related parties | € 0 | € 0 |
Cost of Revenue (Details) - Schedule of Cost of Revenue - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Schedule of Cost of Revenue [Abstract] | ||
Purchase of finished goods | € 5,375,537 | € 6,012,282 |
Purchase of raw materials | 1,056 | 927 |
Outsourcing service | 2,550 | 504 |
Inventory adjustment | (263,201) | |
Total | € 5,115,942 | € 6,013,713 |
Selling and Administrative Expenses (Details) - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Selling and Administrative Expenses [Line Items] | ||
Selling and administrative expenses | € 1,558,144 | € 1,236,919 |
Related Party [Member] | ||
Selling and Administrative Expenses [Line Items] | ||
Selling and administrative expenses related party | € 426,545 | € 508,590 |
Selling and Administrative Expenses (Details) - Schedule of Selling and Administrative Expenses - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Schedule of Selling And Administrative Expenses [Abstract] | ||
Professional fees | € 903,531 | € 566,062 |
Shipping and handling expenses | 100,251 | 148,720 |
Warehouse handling | 35,667 | 44,539 |
Miscellaneous operating expenses | 133,704 | 45,596 |
Marketing and advertising | 125,336 | 242,940 |
Leases and royalties | 84,491 | 66,409 |
Insurance premiums | 104,674 | 38,167 |
Repair and conservation | 6,004 | 19,831 |
Supplies | 2,244 | 1,506 |
Depreciation of property and equipment | 5,829 | 10,051 |
Amortization of intangible assets | 24,842 | 25,141 |
Amortization of right-of-use assets | 31,571 | 27,957 |
Total | € 1,558,144 | € 1,236,919 |
Supplemental Cash Flow Information (Details) - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Supplemental Cash Flow Information [Abstract] | ||
Paid interest | € 60,065 | € 158,321 |
Income taxes | € 252 | € 0 |
Supplemental Cash Flow Information (Details) - Schedule of Non-Cash Investing and Financing Activities - EUR (€) |
6 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Schedule of Non-Cash Investing and Financing Activities [Abstract] | ||
Reallocation of opening deficit to reserve | € (1,028,578) | |
Recognition of right-of-use assets from lease modification | € 41,946 | € (1,028,578) |
Subsequent Events (Details) - Forecast [Member] $ / shares in Units, $ in Millions |
Oct. 28, 2024
EUR (€)
|
Oct. 18, 2024
USD ($)
$ / shares
shares
|
Aug. 26, 2024
EUR (€)
|
---|---|---|---|
Subsequent Events [Line Items] | |||
Financing amount raised on first tranche (in Euro) | € 2,000,000 | ||
Gross proceeds (in Euro) | € 914,110 | ||
Commissions percentage | 2.00% | ||
Turbo product net sales (in Dollars) | $ | $ 10 | ||
Percentage of ADs value | 100.00% | ||
Pricer per ADR (in Dollars per share) | $ / shares | $ 5 | ||
Outstanding ordinary shares percentage | 2.50% | ||
Issued and outstanding ADSs (in Shares) | shares | 275,428 | ||
Crowd Bond [Member] | |||
Subsequent Events [Line Items] | |||
Interest rate | 8.75% |
1 Year Turbo Energy Chart |
1 Month Turbo Energy Chart |
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