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 October, 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
As
previously disclosed, Carbon Revolution Public Limited Company (the “Company”) entered into agreements for a Structured Equity
Facility (the “OIC Financing”) for up to US$110 million in funding, subject to satisfying various conditions precedent to
each tranche of funding. The initial gross proceeds of US$35 million were received by the Company on November 3, 2023 pursuant to a Securities
Purchase Agreement (the “Securities Purchase Agreement”) by and among the Company and the fund vehicles affiliated with Orion
Infrastructure Capital (“OIC” and, collectively, the “OIC Investors”) party thereto, an additional US$35 million
was funded into an escrow account and subsequently released upon the satisfaction of certain conditions, and a further $40 million was
subject to funding upon the achievement of certain conditions to be determined.
As
previously disclosed, on May 23, 2023, Carbon Revolution Operations Pty Ltd., an Australian private limited company and indirect wholly-owned
subsidiary of the Company (“Carbon Revolution Operations”), entered into a Trust Indenture by and between Carbon Revolution
Operations and UMB Bank, National Association, as trustee (the “Trustee”, and such Trust Indenture, as amended by the First
Supplemental Indenture thereto, dated September 11, 2023, the Second Supplemental Indenture thereto, dated May 24, 2024, the Third Supplemental
Indenture, dated June 21, 2024, and the Fourth Supplement Indenture, dated December 20, 2024, the “Indenture”). The Indenture
and the Series 2023-A Notes issued to lenders (the “Existing Lenders”) thereunder were executed and issued pursuant to the
US$60 million New Debt Program arranged by PIUS Limited LLC and its affiliates.
As
previously disclosed, on December 20, 2024, the OIC Investors agreed to amend the Securities Purchase Agreement to facilitate funding
US$25 million of the remaining $40 million upon satisfaction of certain conditions, agreed upon and set forth in such amendment, in exchange
for interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payable in-kind and the issuance
of Fixed Rate Senior Notes, Series 2025-A Notes (the “Series 2025-A Notes”) pursuant to the Indenture, and the Indenture
and related documents under the New Debt Program were amended to facilitate the release to Carbon Revolution Operations of an aggregate
of US$2 million from the payment reserve fund established under the New Debt Program, in equal installments of US$400,000 as additional
term advances simultaneously with each $5 million tranche of funding under the above-mentioned amendments to the Securities Purchase
Agreement, in exchange for interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payable
in-kind. Upon redemption or maturity of the Series 2025-A Notes, Carbon Revolution Operations is required to pay the holders thereof
an exit premium equal to 2.0 times the amount funded or released in exchange for such notes minus any cash interest or principal payments
or fee payments thereon. The same exit premium also applies in relation to the up to US$2 million funds that are released from the payment
reserve fund.
Pursuant
to such amendments, as previously disclosed, on December 20, 2024, January 21, 2025, March 7, 2025, May 9, 2025 and July 21, 2025 an
aggregate of US$25 million was funded in exchange for interest payable thereon at the rate described above and the issuance to the OIC
Investors of US$25 million aggregate principal amount of Series 2025-A Notes and the simultaneous release from the payment reserve fund
for the Existing Lenders of an aggregate of US$2 million as additional term advances in exchange for interest payable thereon at the
rate described above.
The
Securities Purchase Agreement provides for up to US$15 million of additional funding by OIC. On October 31, 2025, the OIC Investors agreed
to amend the Securities Purchase Agreement to facilitate funding of an additional US$7 million aggregate initial principal amount of
Series 2025-A2 Notes (as defined below), subject to certain conditions (as discussed below), in exchange for debt instruments issued
by Carbon Revolution Operations. Of such $7 million, $5 million was funded concurrently with the execution of the Sixth SPA Amendment
(as defined below) in exchange for Series 2025-A2 Notes and the remaining $2 million is to be funded only if both the Company and the
OIC Investors agree. The Company makes no assurance that it will be able to obtain the funding of the $2 million tranche in the Series
2025-A2 Seventh Release or any portion of the remaining $8 million available for funding under the Securities Purchase Agreement after
the funding of the two tranches provided for in the Sixth SPA Amendment.
Amendment
to Securities Purchase Agreement
On
October 31, 2025, the Company and the OIC Investors entered into Amendment No. 6 to the Securities Purchase Agreement (the “Sixth
SPA Amendment”), providing for the funding of US$7 million in two tranches (the “Series 2025-A2 Sixth Release” and
the “Series 2025-A2 Seventh Release”, respectively), equal in cash to (i) US$5 million (or US$2 million in the case of the
Series 2025-A2 Seventh Release) minus (ii) a structuring premium of 4.00% of the principal amount of Series 2025-A Notes at each release,
subject to certain conditions (as discussed below) minus (iii) certain transaction cost reimbursement in exchange for debt instruments
issued by Carbon Revolution Operations. Pursuant to other documents entered into simultaneously therewith, the OIC Investors will purchase
Series 2025-A2 Notes, as defined and further described below. In connection with each of the Series 2025-A2 Sixth Release and the Series
2025-A2 Seventh Release, the Company will allot, issue and sell to the OIC Investors, Additional New Warrants (as defined in the Securities
Purchase Agreement, as amended) to subscribe for 5.00% in the case of the Series 2025-A2 Sixth Release and 2.00% in the case of the Series
2025-A2 Seventh Release of Ordinary Shares of the Company on a fully diluted basis. The US$7 million will be released in two tranches:
(i) the Series 2025-A2 Sixth Release of US$5 million was funded on the date of the Sixth SPA Amendment, and (ii) the Series 2025-A2 Seventh
Release of US$2 million will take place, at the request of the Company, on a date no earlier than March 31, 2026 and subject to the OIC
Investors’ written consent (in the OIC Investors’ absolute discretion).
Amendment
to IP-Backed Finance Facility and Letter Agreement
On
October 31, 2025, Carbon Revolution Operations and the Trustee to the Indenture entered into a Fifth Supplemental Indenture and a Ninth
Amendment to the PDSA (the “Ninth Amendment”).
The
Fifth Supplemental Indenture adds a new series of Fixed Rate Senior Notes, Series 2025-A2 (the “Series 2025-A2 Notes”). The
Fifth Supplemental Indenture provides for the issuance of up to $7 million aggregate principal amount of Series 2025-A2 Notes to the
OIC Investors. Each Series 2025-A2 Note (i) shall bear interest at the rate per annum as set forth in Exhibit A to the Fifth Supplemental
Indenture, commencing on the Series 2025-A2 Notes Delivery Date (as defined by Article I to the Indenture, as supplemented), computed
on the basis of a 360-day year consisting of twelve 30-day months, payable on each Note Interest Payment Date (as defined by the Indenture,
as supplemented) and (ii) shall mature as set forth in Exhibit A to the Fifth Supplemental Indenture. Cash Interests Suspension Period
is extended through June 30, 2026 and amortization payments are suspended until January 2027.
The
Series 2025-A2 Notes shall be dated as of the Series 2025-A2 Notes Delivery Date. No less than $5,000,000 of Series 2025-A2 Notes shall
be issued on the Series 2025-A2 Notes Delivery Date.
In
addition to the principal and interest on the Series 2025-A2 Notes as set forth in Exhibit A to the Fifth Supplemental Indenture, the
2025-A2 Exit Premium shall be due and payable at the earliest of (1) any redemption of the Series 2025-A2 Notes, including a bona fide
refinancing of the Series 2025-A2 Notes, a Bankruptcy Event, or as part of any other exercise of remedies by the Noteholders, (2) a bona
fide sale of the Issuer and/or its subsidiaries as a going concern and (3) on the final Note Interest Payment Date (being the Stated
Maturity Date of the Series 2025-A2 Notes); provided that certain conditions outlined in the Fifth Supplemental Indenture are met.
In
connection with the transactions and amendments described above, the parties to the PDSA entered into the Ninth Amendment, pursuant to
which (i) the parties modified or waived any of the covenants, agreements, limitations or restrictions of the Co-Obligors set forth in
the Disbursing Agreement, (ii) the Minimum Available Cash Requirement was amended as set forth in the Ninth Amendment, (iii) the financial
covenants set forth in the PDSA were amended and (iv) other technical changes were made to permit and facilitate the issuance of the
Series 2025-A2 Notes and the transactions contemplated by the foregoing agreements.
Issuance
of US$5 million of Series 2025-A2 Notes and Warrants
On
October 31, 2025, US$5 million was funded in exchange for the issuance to the OIC Investors of US$5 million aggregate principal amount
of Series 2025-A2 Notes in exchange for interest thereon, in accordance with the Fifth Supplemental Indenture. Additionally, the OIC
Investors were issued Additional New Warrants (the “2025 OIC Warrant”) on a fully diluted basis, in the form furnished as
Exhibit 99.5 to this report to purchase an aggregate number of shares equal to 5.0% of the Company’s shares outstanding, determined
on a “Fully-Diluted Basis” in the same manner as applicable to the existing warrants previously issued to the OIC Investors,
and otherwise containing the same terms as the warrants issued to the OIC Investors in prior reserve releases.
If
the 2025-A2 Seventh Release of funding proceeds, the OIC Investors will hold Additional New Warrants, together with the other warrants
they have previously received pursuant to the Securities Purchase Agreement, to purchase an aggregate number of shares equal to approximately
68% of the Company’s shares outstanding (up from 61% prior to entry into the foregoing amendments), determined on a “Fully-Diluted
Basis”.
The
Company paid its legal expenses and those of the OIC Investors and the holders of the Series 2023-A Notes, together with other transaction-related
costs and fees in connection with the foregoing arrangements and amendments, which were deducted from the proceeds from the Series 2025-A2
Sixth Release paid to the Company. Giving effect to the receipt of the net proceeds from the Series 2025-A2 Sixth Release, the Company
has approximately US$8.8 million of unrestricted cash and approximately US$2.4 million of restricted cash as of October 31, 2025.
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.
The
Sixth SPA Amendment, the Fifth Supplemental Indenture, the Form of the Series 2025-A2 Notes, the Ninth Amendment and the Form of the
2025 OIC Warrant, are furnished as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5. The foregoing descriptions are qualified in their entirety
by the text of such exhibits.
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Amendment No. 6, dated October 31, 2025, to the Securities Purchase Agreement, dated as of September 21, 2023, by and among the Company and the OIC Investors |
| 99.2 |
|
Fifth Supplemental Indenture, dated October 31, 2025, by and between Carbon Revolution Operations and UMB Bank, National Association, as Trustee |
| 99.3 |
|
Form of Series 2025-A2 Note. |
| 99.4* |
|
Ninth Amendment, dated October 31, 2025, to the Proceeds Disbursing and Security Agreement, dated May 23, 2023 |
| 99.5 |
|
Form of 2025 OIC Warrant |
*
Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC.
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:
October 31, 2025 |
|
| |
|
| |
By: |
/s/
David Nock |
| |
Name: |
David
Nock |
| |
Title: |
General
Counsel |
