Sec Form 13D Filing - Umbrella Global Energy S.A. filing for - 2025-10-14

The principal place of business of the Reporting Person is Plaza America, 2, 4B, 46004, Valencia, Spain.

The Reporting Person is a corporation formed under the laws of the Kingdom of Spain. It is a public company listed on BME GROWTH.

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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 a Spanish corporation 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, Turbo Energy S.L. transformed the company from a Spanish unipersonal limited company to a Spanish limited stock company. As such, Turbo Energy S.L.'s name was changed to Turbo Energy S.A. During December 2022, Turbo Energy S.A. issued 50,000,000 shares (pre-stock split: 2,500,000 shares) of common stock for proceed of (euro)2,500,000, to Turbo Energy S.A.'s parent company, who is also Turbo Energy S.A.'s sole shareholder. Pursuant to the deed of transformation and a concurrent forward stock split of the issued and outstanding ordinary shares on a 20-for-1 basis, Turbo Energy S.A. increased its authorized share capital from 2,504,285 ordinary shares to 50,085,700 ordinary shares. Upon incorporation in September 2013, Turbo Energy, then known as Distritech Solutions S.L., issued 3,000 ordinary shares to Mr. Enrique Selva Bellvis. On November 29, 2013, Mr. Bellvis sold his 3,000 ordinary shares to Crocodile Investment S.L. through a public deed with protocol number 2,522. Crocodile Investment then sold 300 ordinary shares to Don Francisco de Borja Pellicer Lopez on March 06, 2015, and then Don Francisco de Borja Pellicer Lopez sold back the 300 ordinary shares to Crocodile Investment S.L. on June 08, 2015. Crocodile Investment S.L. then sold 300 ordinary shares to Don Manuel Cercos D Aversa on July 16, 2015 and 300 shares to Don Jose Jorge Alemany Monzo on the same day. On May 05, 2016, Don Jose Jorge Alemany Monzo sold his 300 shares back to Crocodile Investment S.L. through a public deed with protocol number 472. On March 20, 2018, Crocodile Investment S.L. transferred 2,700 ordinary shares of Turbo Energy (previously named Solar Rocket S.L.) as a non-monetary contribution to the share capital of a newly formed company called Umbrella Solar Investment S.A. (previously named Umbrella Capital S.L.). From October 2, 2025 to October 9, 2025, the Reporting Person sold a total of 727,450 ADSs in multiple transactions in the open market at prices within the range of $3.94 to $5.01 per ADS for aggregate total consideration of approximately $646,000. As a result of the above-described transactions, Umbrella Solar Investment S.A. directly holds 49,358,250 ordinary shares of Turbo Energy S.A. as of the date of this statement. The Reporting Person did not purchase any of the 49,358,250 ordinary shares with borrowed funds.

The Reporting Person originally acquired beneficial ownership of its 49,358,250 ordinary shares for investment purposes. The Reporting Person intends to continuously review its investment in the Issuer and reserves the right to change its plans or intentions and to take any and all actions that it may deem appropriate to maximize the value of its investment, including, among other things, acquiring additional securities of the Issuer, disposing of any securities of the Issuer owned by them, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Person in light of its general investment policies, market conditions, subsequent developments affecting the Issuer (including, but not limited to, the attitude of the Board and the management and other shareholders of the Issuer) and the general business and future prospects of the Issuer. Except as set forth above, the Reporting Person does not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

As of the date of this statement, Umbrella Solar Investment S.A. is the beneficial owner of 49,358,250 ordinary shares of the Issuer, representing 89.60% of the outstanding shares of the Issuer. Crocodile Investment and Enrique Selva Bellvis are the majority shareholders of the issued and outstanding shares of Umbrella Solar. Enrique Selva Bellvis personally owns 23.21% of Umbrella Solar, while Crocodile Investment owns 54% of Umbrella Solar. Mr. Bellvis is the sole owner of Crocodile Investment, holding 100% of its shares. As a result, Enrique Selva Bellvis is deemed as the beneficial owner of the shares held by Umbrella Solar. The Reporting Person does not own any other securities of the Issuer.

Umbrella Solar Investment S.A. has sole power to vote and dispose of 49,358,250 ordinary shares of the Issuer. All shares held by Umbrella Solar Investment S.A. may be deemed to be beneficially owned by Enrique Selva Bellvis, through his ownership of 23.21% of Umbrella Solar and his ownership of 100% of Crocodile Investment. Therefore, as of the date of the filing of this Amendment No. 1, Enrique Selva Bellvis has sole power to vote or direct the vote and dispose or direct the disposition of 49,358,250 ordinary shares of the Issuer.

Except as set forth in this Amendment No. 1, the Reporting Person does not beneficially own any other shares nor has effected any transaction in the shares during the past 60 days.

Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Person's securities.

Not applicable.

None.

None.