Carbon Revolution secures further funding of $5 million from OIC, reports cancellation of two EV wheel programs

Rhea-AI Summary

Carbon Revolution (Nasdaq: CREV) secured US$5.0 million today from Orion Infrastructure Capital as part of an up to US$7.0 million facility, with the remaining US$2.0 million subject to agreement and release no earlier than March 31, 2026. The funding included issuance of additional senior secured notes and penny warrants equal to 5.0% of shares outstanding. Interest PIK and principal repayment deferrals were agreed until July 2026 and January 2027, respectively.

The company also reported the early cancellation of two EV wheel programs, revised downward revenue forecasts, potential need for additional short-term funding, and ongoing Nasdaq compliance issues with a possible relief window to November 26, 2025.

Positive

• US$5.0M released by OIC on Oct 31, 2025
• Debt payment deferred to Jan 2027
• Interest partially paid in kind until Jul 2026

Negative

• Cancellation of 2 EV wheel programs
• Revenue forecasts revised downward
• Issued penny warrants equal to 5.0% of shares (dilution)
• Company not compliant with certain Nasdaq listing rules

Insights

Corporate finance analyst

Funding eases near-term liquidity, but program cancellations, Nasdaq non-compliance and likely further cash needs create material downside risk.

Carbon Revolution secured immediate $5 million from Orion Infrastructure Capital as part of up to $7 million available, issuing senior secured notes and penny warrants equal to 5.0% of shares outstanding; interest will be paid partly in kind until July 2026 and principal repayments are deferred until January 2027.

The business impact is negative despite the tranche because the firm reported cancellations of two EV wheel programs and lowered near-term revenue forecasts, is not in compliance with Nasdaq listing rules, and states it may need additional funding within the fiscal year ending June 30, 2026. These facts increase refinancing risk, reliance on creditor concessions, and execution risk on recovering volumes through customer claims.

Key items to watch: Nasdaq's decision on the submitted compliance plan by November 26, 2025, the agreement and timing for the remaining $2 million tranche (not earlier than March 31, 2026), the outcome and cash recovery from the customer claims for the two cancelled programs, and any announced additional financing before the fiscal year end June 30, 2026. Expect developments on these items to determine whether short-term liquidity pressure eases or intensifies.

GEELONG, Australia, Oct. 31, 2025 (GLOBE NEWSWIRE) -- Carbon Revolution plc (Nasdaq: CREV) (the “Company”), a Tier 1 OEM supplier and the leading global manufacturer of lightweight advanced technology automotive carbon fiber wheels, today announced that it has reached agreement with Orion Infrastructure Capital (“OIC”) to provide a further up to US$7 million of funding. The Company also reports the cancellation of two electric vehicle (“EV”) wheel programs, which is consistent with the weakening of demand across the broader EV market.

Further US$7 million of OIC funding

Of the up to US$7 million of OIC funding, US$5 million was released on October 31, 2025, in exchange for the issuance of additional senior secured notes. The notes will have substantially the same terms as the Company’s existing senior secured notes outstanding (the “Existing Notes”). In connection with this funding tranche, the Company will also issue to OIC penny warrants to purchase an aggregate number of shares equal to 5.0% of the Company’s shares outstanding.

The release of the second US$2 million tranche of funding is subject to the agreement of both parties, with funding to occur on a date no earlier than March 31, 2026. As part of this funding, both OIC and the holders of Existing Notes have agreed to partial payment in kind, in lieu of cash, for certain interest payments until July 2026 and a further deferral of the commencement of principal repayments to January 2027.

Program cancellations and important business update

As previously disclosed in the Company’s release of July 25, 2025, the Company has a number of new programs entering, or expected to enter, production in the near-term, however, as a result of a decline in the volume of wheels ordered or projected to be ordered by certain customers, the Company revised its revenue forecasts downward and slowed its initial short-term expansion plans.

The Company has continued to experience lower than expected demand for certain programs, especially those tied to the EV space. The weakening of the broader EV market has led to the early cancellation of two programs by a customer, which the Company had initially expected to contribute substantial wheel volumes. The Company is pursuing claims in relation to these cancelled programs.

In addition, as disclosed in the Company’s release of June 3, 2025, the Company is currently not in compliance with certain Nasdaq continued listing requirements. The Company has submitted a plan of compliance to Nasdaq where it has sought an extension in accordance with its plan and is waiting for Nasdaq’s determination. However, even if such plan is accepted, the Nasdaq staff only has the discretion to grant an exception for regaining compliance until November 26, 2025.

Notwithstanding the additional US$5 million of OIC funding announced today (and the expected release of a further US$2 million of OIC funding), the Company expects that it may need to obtain additional funding in the short term and is actively seeking other strategic alternatives to be completed within this fiscal year (ending June 30, 2026).

In order to obtain sufficient liquidity to fund its business and operations, the extent of which funding need is partially dependent upon the outcome of the customer claims being pursued by the Company mentioned above, as well as to contribute towards regaining compliance with Nasdaq continued listing requirements, the Company is exploring other potential strategic and financing options, a portion of which may need to be obtained significantly earlier than the end of the Company’s fiscal year. The Company makes no assurances that it will be able to secure any of the aforementioned on satisfactory terms, or at all.

About Carbon Revolution plc

Carbon Revolution plc (Nasdaq: CREV) (the “Company” or “Carbon Revolution”) is the parent of Carbon Revolution Pty Ltd, an early-stage growth company which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. The Company has progressed from single prototypes to designing and manufacturing lightweight wheels for cars and SUVs in the high performance, premium and luxury segments, for the world’s most prestigious automotive brands. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

For more information, visit carbonrev.com

Forward Looking Statements

All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the future financial performance, business strategies, financings, potential strategic transactions, ability to regain compliance with Nasdaq continued listing requirements and expectations for the Company’s business. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Carbon Revolution’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Carbon Revolution.

These forward-looking statements are subject to a number of risks and uncertainties, including (i) the ability to maintain the listing of Carbon Revolution’s securities on Nasdaq or any other exchange on which such securities may be listed in the future; (ii) the failure to realize the benefits of being listed on a U.S. securities exchange and publicly-traded in the United States; (iii) Carbon Revolution's liquidity, including its ability to pay its obligations and to issue equity, refinance its indebtedness or otherwise obtain financing or complete a strategic transaction at all or on acceptable terms, (iv) risks related to its ability to meet financial covenants and other key covenants under existing financing arrangements or to obtain waivers or forbearance from compliance with such covenants, which could result in the acceleration of outstanding indebtedness, (v) changes in domestic and foreign business, market, financial, political and legal conditions; (vi) risks related to the rollout of Carbon Revolution’s business strategy and the timing of expected business milestones; (vii) the effects of competition on Carbon Revolution’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and retain its management and key employees; (viii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict and conflicts in the Middle East; (ix) the outcome of any legal proceedings that may be instituted against Carbon Revolution; (x) the impact of pandemic and governmental responses on any of the foregoing risks; (xi) risks related to Carbon Revolution’s industry; (xii) changes in laws and regulations; and (xiii) those factors discussed in the documents Carbon Revolution filed with the SEC, including Carbon Revolution’s Annual Report on Form 20-F.

If any of these risks materialize or Carbon Revolution’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Carbon Revolution does not presently know or that Carbon Revolution currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Carbon Revolution’s expectations, plans or forecasts of future events and views as of the date of this communication. Carbon Revolution anticipates that subsequent events and developments will cause Carbon Revolution’s assessments to change. However, while Carbon Revolution may elect to update these forward-looking statements at some point in the future, Carbon Revolution specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Carbon Revolution’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For further information, please contact: 

Investors
Investors@carbonrev.com

Media
Media@carbonrev.com

FAQ

What funding did Carbon Revolution (CREV) announce on October 31, 2025?

Carbon Revolution announced a further up to US$7.0M facility from OIC, with US$5.0M released on Oct 31, 2025.

How do the OIC terms affect CREV debt repayment timing?

CREV agreed to defer principal repayments until January 2027 and permitted partial interest payment in kind until July 2026.

What shareholder dilution results from the OIC funding for CREV?

As part of the funding, CREV will issue penny warrants to OIC to purchase an aggregate number of shares equal to 5.0% of shares outstanding.

Which CREV programs were impacted by cancellations and why does it matter?

Two EV wheel programs were cancelled early amid weakening EV demand; management revised revenue forecasts and slowed expansion plans.

Is CREV facing Nasdaq listing risk after the Oct 31, 2025 update?

CREV is not in compliance with certain Nasdaq continued listing requirements and has sought an extension with a possible exception window until Nov 26, 2025.

Will the remaining US$2M OIC tranche for CREV be paid automatically?

No; the second US$2.0M tranche is subject to agreement between the parties and a release date no earlier than Mar 31, 2026.