UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of December, 2025
Commission
File Number: 001-41856
Carbon
Revolution Public Limited Company
(Exact
name of registrant as specified in its charter)
10
Earlsfort Terrace
Dublin
2, D02 T380, Ireland
(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:
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
Carbon
Revolution Public Limited Company (the “Company” or “Carbon Revolution”) hereby provides its shareholders with
an update with respect to the Company’s appeal of the delisting of its securities from the Nasdaq Capital Market tier of the Nasdaq
Stock Market LLC (“Nasdaq”), its exploration of strategic and financial options to fund its business and regain compliance
with Nasdaq listing requirements and its current cash flow and financial situation.
As
previously announced, on November 6, 2025, the Company received a notification letter from the Nasdaq Listing Qualifications Department
(the “Staff”) indicating that the Staff has decided to delist the Company’s securities from Nasdaq based upon the Company’s
non-compliance with Listing Rule 5550(b), Nasdaq’s minimum shareholders’ equity rule (the “Equity Rule”) and
the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”) as a result of the Company’s
failure to file its Annual Report on Form 20-F for the period ended June 30, 2025. The Company’s inability to file the Form 20-F
relates primarily to uncertainty as to the Company’s ability to operate as a going concern. The Company timely requested an appeal
of the Staff’s determination before a Nasdaq Hearings Panel (a “Panel”) at a hearing, which hearing was conducted on
December 16, 2025 (the “Hearing”).
As
discussed further below, the Company presented its plan for regaining compliance with the Equity Rule and the Filing Requirement, based
primarily upon the completion of a strategic transaction to be announced in the first quarter of 2026 and completed by May 5, 2026 (which
is the latest date by which the Panel is permitted to grant an extension of the Company’s listing in connection with the Equity
Rule). The Panel is permitted to provide the Company with a later deadline for regaining compliance with the Filing Requirement. However,
the Company understands that the execution of definitive documentation for a strategic transaction will be a prerequisite to demonstrating
its ability to operate as a going concern and file its Annual Report on Form 20-F for the period ended June 30, 2025.
The
terms of any potential strategic transaction remain subject to determination and may or may not include the continuation of the Company
as a publicly-traded company.
On
December 19, 2025, Nasdaq informed the Company that the Panel granted the Company until January 30, 2026 to provide the Panel with an
update on the Company’s strategic process, including certain information and documentation demonstrating an ability to complete
a strategic transaction by May 5, 2026. Although the Company’s securities will remain listed and trading on Nasdaq through January
30, 2026, the Panel did not render a decision on the Company’s requested extension until May 5, 2026. Any such decision is at the
Panel’s discretion, to be made following the Panel’s receipt and review of the update to be provided by the Company. The
Company cannot assure its stockholders and other stakeholders that, even if the Company is able to make substantial progress towards
completion of a strategic transaction by January 30, 2026, the Panel will grant the requested extension to complete a strategic transaction
by May 5, 2026.
As
also previously disclosed, 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 continues to pursue claims in relation to these cancelled
programs.
As
a result of the previously disclosed downward revisions to the Company’s revenue forecasts, as well as the cancellation of customer
programs for which the pursuit of related claims remains ongoing and unresolved, the Company will need to obtain additional funding in
the short term. As of December 22, 2025, the Company had approximately US$3.8 million of unrestricted cash and approximately US$2.4 million
of restricted cash. Notwithstanding the extension of time to provide an update to the Panel, the Company currently projects that its
cash runway is insufficient to fund its business and operations through the time period required to execute, announce and complete a
strategic transaction unless the Company obtains additional funding, whether or not the company
receives payments related to the aforementioned claims.
The
Company makes no assurances that it will be able to execute and complete a strategic transaction with one or more potential counterparties
or to obtain additional funding on satisfactory terms, or at all.
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, statements regarding the expectation of continued listing of Carbon Revolution’s
ordinary shares and warrants on Nasdaq, the Company’s ability to promptly regain compliance with Nasdaq listing requirements, the
future financial performance, business strategies, financings 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 regain compliance with the
continued listing requirements and 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 at all or on acceptable terms, (iv) risks related to its ability
to meet financial covenants and other key covenants under existing financing arrangements, (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 tariffs and trade
policy and the Russia-Ukraine and Israel-Hamas and Israel-Hezbollah conflicts; (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 the Annual Report on Form 20-F for the financial year ended June 30, 2024.
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.
SIGNATURES
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.
| |
Carbon
Revolution Public Limited Company |
| Date:
December 23, 2025 |
|
| |
By: |
/s/
David Nock |
| |
Name: |
David
Nock |
| |
Title: |
General
Counsel |
