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
Unaudited
interim financial results for the six months ended December 31, 2024
Carbon
Revolution Public Limited Company (the “Company”) is furnishing this Form 6-K to provide its unaudited interim financial
results as of, and for the six months ended December 31, 2024, which are furnished as Exhibit 99.1.
The
Condensed Consolidated Statement of Financial Position and Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income contained herein do not include accompanying notes or management discussion and analysis. They have been prepared on a going concern
basis but there has been no assessment of the appropriateness of preparation on a going concern basis and they do not imply any representation
on the Company’s ability to operate as a going concern for the next 12 months. They have not been reviewed or audited by the Company’s
auditor. An assessment of the appropriateness of presentation on a going concern basis is anticipated to be undertaken as part of the
audit of the financial statements for the fiscal year ended June 30, 2025, to be included in the Company’s Annual Report on Form
20-F for such period.
The
accounting policies of the Company described in each of subsection E, “Critical Accounting Policies and Estimates” of Item
5 – Operating and Financial Review and Prospects and in the notes to the Company’s audited financial statements set forth
in Item 18 – Financial Statements of the Company’s FY24 Annual Report on Form 20-F filed with the SEC on May 14, 2025, remain
applicable.
Restatement
of December 31, 2023 comparative financial information
The
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income includes comparative financial information for the
six months to December 31, 2023. These figures were previously disclosed on July 26, 2024. On November 1, 2024 the Company disclosed
amendments to the December 31, 2023 financial information. Those amendments are reflected in the reports contained herein. A further
adjustment was made to the December 31, 2023 figures to reflect an increase in depreciation of $1.15 million USD to correct capitalization
dates, impacting cost of goods sold.
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.
EXHIBIT INDEX
| Exhibit No. | | Description |
| 99.1 | | Unaudited Interim Financial Results as of, and for, the Six Months Ended December 31, 2024 |
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/
Donald Hampton, Jr. |
| |
Name: |
Donald Hampton,Jr. |
| |
Title: |
Chief
Executive Officer |
