United States securities and exchange commission logo
August 4, 2023
Emilio Ca avate
Chief Financial Officer
Turbo Energy, S.A.
Plaza de Am rica
Number 2, 4B
Val ncia, Spain 46004
Re: Turbo Energy, S.A.
Amendment No. 1 to
Registration Statement on Form F-1
Filed July 26, 2023
File No. 333-273198
Dear Emilio Ca avate:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
17, 2023 letter.
Amendment 1 to Form F-1 filed July 26, 2023
Representative's Warrant, page 100
1. We note that the total
number of ADs purchasable with the Representative's Warrant for
both the over allotment
option and the non-over allotment option are blank. Please revise
to provide the total
number of ADs.
2. We note that the Form
of the Representative's Warrant includes a provision that any legal
action may only be
instituted in a state or federal court in the city of Los Angeles,
California. Please add
a discussion in risk factors that clearly describes any risks or other
impacts on potential
investors. Risks may include, but are not limited to, increased costs to
Emilio Ca avate
Turbo Energy, S.A.
August 4, 2023
Page 2
bring a claim and that these provisions can discourage claims or limit
investors ability to
bring a claim in a judicial forum that they find favorable. The
disclosure should address
any uncertainty about enforceability.
Exhibit Index
Exhibit 5.2 - Opinion of Bevilacqua PLLC regarding the Underwriter's Warrant,
page II-1
3. We note that your legal opinion states that "Because the Representative
s Warrant
contains provisions stating that they are to be governed by the laws of
the State of New
York, we are rendering this opinion as to New York law." However, the
Form of the
Representative's Warrant (Exhibit 4.3) states that the governing law is
the State of
California. Please revise and reconcile as to the governing law of the
Representative's Warrant.
You may contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at
202-551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at
202-551-3454 with any
other questions.
Sincerely,
FirstName LastNameEmilio Ca avate
Division of
Corporation Finance
Comapany NameTurbo Energy, S.A.
Office of
Manufacturing
August 4, 2023 Page 2
cc: Louis A. Bevilacqua
FirstName LastName