EX-3.3 4 ea181409ex3-3_turboenergy.htm ENGLISH TRANSLATION OF DEED OF TRANSFORMATION FROM "TURBO ENERGY, S.L." TO "TURBO ENERGY, S.A.", DATED FEBRUARY 8, 2023

Exhibit 3.3

Translated Document

Alejandro Cervera Taulet

Notaryor C/
Isabel la Catolica, 8, 2º

46004 VALENCIA
Tel 96 351 84 43 Fax. 96 352 61 80

IT’S SIMPLE COPY

DEED OF TRANSFORMATION OF COMPANY OF -------- LIMITED LIABILITY IN PUBLIC LIMITED COMPANY OF -------- THE COMMERCIAL ENTITY “TURBO ENERGY, SA” -------- NUMBER SIX HUNDRED AND EIGHTY FIVE. --------

In the city of Valencia, on February 8 two thousand twenty three ------------------------ Before me, ALEJANDRO CERVERA TAULET, Notary of the Illustrious College of Valencia, with residence in the capital, ---------------------

-----------APPEARING: ----------

MR. ENRIQUE SELVA BELLVIS, of legal age, married, engineer, residing in these effects in Calle Isabel la Católica 8, Offices 50-51, 46004-Valencia.

----------------- INTERVENES: -----------------

A.-) In the name and representation of the company of Spanish nationality called “TURBO ENERGY, SA” UNIPERSONAL, result of the transformation into a Public Limited Company, of the Limited Company “TURBO ENERGY, SL”, as result of the transformation into a Public Limited Company of the Limited Company “TURBO ENERGY, S.L.”, as a consequence of this deed. It is domiciled at Calle Isabel la Católica 8, Offices 50-51, 46004-Valencia. ---------------

It was established, for an indefinite period, by means of a deed authorized by the Notary of Valencia, Mr. José Alicarte Domingo, dated September 18, 2013, with protocol number 2287, registered in the Mercantile Registry of Valencia, in volume 9686, page 44, Sheet V-155858 and 1st inscription.

Modified its corporate purpose, through deed authorized on December 30, 2022 before the authorizing Notary of the present, with protocol number 6.358, which caused the 12th inscription. ---------------------

Increased its share capital by deed of public elevation of partner decisions granted on January 18, 2023 before the notary authorizing the present, with protocol number 222. ----------------------

Its corporate purpose is made up of the following activities (CNAE of your main activity

2712. The manufacture of apparatus electrical distribution and control): ------------

The design and manufacture of material and electric equipment. ------------------------------

The acquisition, distribution and sale of electrical and electronic equipment for development of renewable energy projects, such as solar panels, inverters, chargers, regulators, batteries and structures among others. -------------

Its legitimacy for this act is: -------

His capacity as Chairman of the Board of Administration of the company, whose appointment, for a term of six years, and acceptance, result from the agreements themselves that rise to the public through the present. --------

And specially empowered for this act by express delegation conferred in his favor, in by virtue of the decisions made by the Sole Partner dated February 1, 2023, according to appear in the certificate issued dated February 3, 2023 by the Secretary non Director Mr. Ramón Ruiz de la Torre Esporrín, with he approval of the President of the Council of Administration, Mr. Enrique Selva Bellvís, the legitimacy of whose signatures I know and I protocol with this matrix. ------------------

The identification data (name, legal form, and especially the object and domicile) have been accredited with a copy authentic oft hereferred scriptures; and verified electronically by me, the Notary, in the Mercantil Registry. -------------

The appearing party assures me that he is in the current exercise of his position, that his his faculties have not been suspended, revoked, limited or conditioned in mode any, that the entity they represent enjoys full legal personality and capacity to act current and that have not changed the object and the registered office of the company. and me, he Notary, I consider that he has faculties sufficient for the granting of this deed of TRANSFORMATION FROM SL TO SA

---- LAW 10/2010.- I, the Notary Public, certify expressly that I have complied with the obligation of identification of the beneficial owner that imposes Law 10/2010, of April 28, and its regulations approved by RD 304/2014, of May 5, whose result, as stated, is recorded in the minutes authorized by me, the undersigned Notary, theNovember 8, 2022, number 5,404 of protocol, which shows me, declaring under its responsibility, not having modified its content and that it acts on behalf own, and not third parties, by virtue of mandate improper, fiduciary business or third party different from the beneficial owner, as beneficiary last of the economic consequences of business. -----------------------------

B.-) And, in addition, in name and representation of the company of Spanish nationality named “UMBRELLA SOLAR INVESTMENT,SA”, with CIF number A98988819; domiciled in 46004-Valencia, Plaza de America, number 2, 4AB. -----------------

It was established, for an indefinite period, under the name “UMBRELLA CAPITAL, SL” in deed granted on March 27, 2018 before the Notary of Valencia, DON LUIS CALABUIG DE LEYVA, with protocol number 398. -----

Registered in the Mercantile Registry of Valencia, volume 10,482, book 7,763, sheet 109, sheet no. V-181.400, 1st inscription. -------

This society is the result of the transformation into a Public Limited Company, of the Limited Company “UMBRELLA SOLAR INVESTMENT, SL”, as a consequence of the deed authorized by the Notary of Valencia DON LUIS CALABUIG DE LEYVA on June 10, 2022, protocol number 2,286, being registered in the aforementioned Mercantile Registry of Valencia, to volume 10482, page 111, sheet V-181400, inscription 6th. ---------------------

Modified its company name by the current in deed granted on March 14 of 2022 before the same Notary of Valencia, Mr CALABUIG DE LEYVA, with protocol number 937, and declared the loss of his unipersonality, through another granted by the same notary, on May 31, 2022, number 2,149 of protocol. Modified the nominal value of the shares (Split), by authorized deed by the same notary Mr. Calabuig de Leyva, on July1, 2022, number 2,659 of protocol, being registered in the aforementioned Mercantile Registry of Valencia, volume 10482, sheet 111, sheet V-181400, 7th inscription; and finally increased its share capital, through another authorized by me, the undersigned Notary, on July 22, 2022, number 3,907 of protocol, which caused the 8th inscription. --------------------

Its CORPORATE PURPOSE is made up of the following activities (CNAE main activity 74.90. Other professional, scientific and techniques): “a) The acquisition, distribution and sale of electrical and electronic material for the development of energy projects renewable. b) The promotion, design, construction, exploitation and sale of photovoltaic or other solar plants, photovoltaic or other solar plants renewable energy and the creation and participation in companies and societies related to renewable energy. subscription, derivative acquisition, holding,

The subscription, derivative acquisition, possession, enjoyment, administration or disposal of transferable securities, shares and social participations, except those activities subject to special legislation, through the corresponding organization of material and personal means.

The provision, to the companies in which it participates and to third parties, of consulting services, market research, advice and technical assistance in relation to the administration and management of the entities and their human and material resources, with their financial structure or with its technical, productive or commercialization processes”.

Its legitimacy for this act is: ----

Of his appointment as Director, for a six years term and CEO, with all the delegated powers of the Board, of the resolutions adopted by the General Meeting of partners of the entity, of a universal nature, and of t he Board of Directors, dated 6 June 2022, raised to the public in the aforementioned deed of transformation, authorized copy which I have had in view, caused the inscription 6th. -------------------------------

The appearing party assures me that he is in the current exercise of his position, that his faculties have not been suspended, revoked, limited or conditioned in mode any, that the entity it represents enjoys full legal personality and capacity to act current and that have not changed the object and the registered office of the company. And I, the Notary, consider that he has faculties sufficient for the granting of this writing in the re viewed heading. ------

LAW 10/2010.- I, the Notary Public, certify expressly that I have complied with the obligation of identification of the beneficial owner that imposes Law 10/2010, of April 28, and its regulations approved by RD 304/2014, of May 5, whose result, as stated, is recorded in the minutes authorized by the notary of Valencia Mr. Luis Calabuig de Leyva, on July 26, 2018, protocol number 1,300, declaring under his responsibility, not having modified its content, and that it acts on behalf own, and not third parties, by virtue of mandate improper, fiduciary business or third party different from the beneficial owner, as beneficiary last of the economic consequences of business. ---------------------

I identify you by your identity document previously reviewed. Record their personal circumstances of their demonstrations. --------

It has, in my opinion, as it intervenes, the legal capacity necessary to formalize the present granting, and consequently, -------

---------- SAYS AND GRANTS ----------------

FIRST. - That Mr. Enrique Selva Bellvís, in execution and fulfillment of agreements adopted by the Sole Partner Decisions of the company dated February 1, 2023 and for its Board of Directors, also on date February 3, 2023, raises to public the agreements contained in the certification that has remained attached to this writing forming part integral and substantive of the same, which are given reproduced here to avoid repetition unnecessary. ------------------

Consequently:-------------------------

1.-The company “TURBO ENERGY, LIMITED PARTNERSHIP”, without changingits personality that continues to subsist under the new shape, which is transformedinto“TURBO ENERGY PUBLIC LIMITED COMPANY”-.-------------------

The appearing party records that the publication of transformation notices of the entity in Public Limited Company, in compliance with the provisions of article 14 of Law 3/2009, of April 3, on structural modifications of mercantile companies, has been carried out through the publication in one of the major newspapers circulation of the province LA RAZÓN -COMUNITAT VALENCIANA- dated February 6, 2023 and in the BORME dated February 6, 2023, I was exhibit a copy of the same that I incorporate into my matrix. -------------------

2.- The transformation balance is approved of the company closed on September 30 2022. -----------------

The Balance to which refers to the incorporated certification. ----------------------------

It is also protocolized with this matrix, the Balance closed the day before the agreement dated January 31, 2023, as well as the Report on significant changes that have taken place. -------------------------

3.- As a consequence of the transformation, the company participations have been annulled, which has been recorded by the Administrative Body in the Book of the society. -----------------

The company’s share capital remains unchanged, which continues to be two million five hundred four thousand two hundred eighty-five euros (€2,504,285), fully subscribed and paid up. However, by virtue of the Sole Shareholder Decisions incorporated into this matrix, it is agreed to modify the nominal value of the shares without changing the number of share capital (Split). passing the nominal value of the shares of one euro (1 €) to five cents of euro (€0.05) per share, with the consequent increase in the number of shares, which multiplied by twenty and, where appropriate, the share capital in what follows remains represented and divided by fifty million eighty-five thousand seven hundred (50,085,700) equal shares of five euro cents (€0.05) face value each, numbered correlatively from number 1 to 50,085,700, both included, fully paid up, an amount equal to the sum of the face value of the shares currently in circulation. The shares are represented by book entries. -

As a consequence of all of the foregoing, it is agreed to amend article 6 of the Bylaws which, as a consequence of this agreement, will hereinafter be worded as follows:

“ARTICLE 6.- SHARE CAPITAL. --------------

The share capital, which is fully disbursed is set at TWO MILLION FIVE HUNDRED FOUR THOUSAND TWO HUNDRED EIGHTY-FIVE EUROS (€2,504,285), and is divided into FIFTY MILLION EIGHTY-FIVE THOUSAND SEVEN HUNDRED (50,085,700) shares, with a nominal value each one of FIVE EURO CENTS (€0.05), and numbered consecutively from 1 to 50,085,700.”. -------------------------

The shares are assigned to the sole shareholder in proportion to the face value of the shares that he owned, being the names, number and numbering of the shares awarded those listed below continuation, having been annulled and disabled the whole shares of the company and its representative titles and having been expressly accepted the aforementioned adjudication by the partners present in the aforementioned meeting of Decisions of Sole Partner: -------------

UMBRELLA SOLLAR INVESTMENT S.A., domiciled for these purposes at Plaza de América, 2, 4AB, Valencia – 46004, and CIF A98988819, owns 50,085,700 shares, numbers 1 to 50,085,700, both inclusive, and is awarded 50,085,700 shares, numbers 1 to 50,085,700, both inclusive.

The Company’s assets cover the share capital, which is fully subscribed and paid up. ---------------------

SECOND.- As a consequence of the transformation of the Company into a PPPublic LLimited Company, and of the statutory modifications adopted, are repealed, in their entirety, the Bylaws that have been in force until the moment of transformation, and remains approved a new text of the same includes all agreed modifications, being united to the incorporated Certification, as an integral part thereof, and giving reproduced here to avoid repetition unnecessary. -

Of said Statutes, the corporate purpose, registered office, duration, nationality, as well as the name of society, although substituting, necessary consequence of the Transformation, the expression LIMITED SOCIETY for PUBLIC LIMITED COMPANY.

THIRD.- The Sole Administrator, the company of Spanish nationality called “UMBRELLA SOLAR INVESTMENT, S.A.”, represented physically by Mr. Enrique Selva Bellvís, thanking you for the services rendered and approving his management. -------------------------

The structure of the Administrative Body is modified, which is established in a Board of Directors.-------------------

Directors of the company are appointed by statutory term to the following persons: Don Enrique Selva Bellvís, Don Mariano Soria Hernandez and Don Miguel Valldecabres Polop. ----

Your personal circumstances, acceptance and declaration of non-incompatibility work in the united certification.

The acceptance and declaration of no incompatibility on the part of Mr. Selva work in the certification unit, ratifying in This act. --------------

The acceptance and declaration of no incompatibility on the part of Mr. Soria results from the letter addressed to the Society photocopy of which, with the value of testimony, is incorporated into this writing, whereas I, the Notary Public, legitimate the signature of Mr. Soria for having been placed in my presence. -----------------

The acceptance and declaration of no incompatibility on the part of Mr. Valldecabres results from the letter addressed to the Society is incorporated into this writing, whereas I, the Notary Public, legitimate the signature of Mr. Soria for having been placed in my presence. --------------------

Likewise, the charges of the Board of Directors, under the terms outlined in the unit certification. ----------

Your personal circumstances, acceptance and declaration of non-incompatibility work in the united certification. ------

Ramón Ruiz de la Torre is appointed Secretary non- Director of the Mr. Ramón Ruiz de la Torre Esporrín was Esporrín. ----------------------

Ms. Maria Vanessa Bigata Rodriguez is appointed Vice-Secretary of the company. ----------

Their personal circumstances, acceptance and declaration of declaration of non-incompatibility are set out in the attached certificate. --------------------------

The following is appointed General Manager of the company Mr. Mariano Soria Hernández is appointed General Manager of the company. It is incorporated as an appendix to the minutes of the meeting, which resolutions of the Board of Directors to the minutes of the Board of Directors which are hereby made public the Senior Management contract signed between the parties. parties. ------------------------------

THIRD BIS.- The company “UMBRELLA SOLAR INVESTMENT, S.A.”, through its representative in this act, in its capacity as former owner certifying faculty, and for the purposes provided for in Article 111 of the Regulations of the Mercantile Registry, declares to know and accept the agreements elevated to public, consenting their immediate registration in the Registry Mercantile, and waiving any opposition to them. -

FOURTH.- The report prepared by the expert Registry-appointed independent Mercantile, and the addendum to it, appear Attached to the Certification incorporated to this deed, which is issued and signed digitally by Don Antonio Hipólito Agulló de the Prida. ----------------------

FIFTH.- NO existence of holders of special rights other than social shares. It is recorded that there are no holders of special rights other than the shares into which the share capital was divided. ---------

SIXTH.- Cancellation of the Company Participations and Substitution by shares represented by book entries. - The Sole Partner agreed that the system of representation of the shares be through book entries. Consequently, the The Company’s shares have been canceled and the new shares representing the company’s capital stock, in its new configuration as a public limited company, have been awarded to the partners in proportion to the nominal value of the shares they previously held. The accounting records will be kept by Sociedad de Gestión de los Sistemas de Registro y Compensación y Liquidación de Valores, S.A. (IBERCLEAR) and the entities participating in it.

The appearing party states that once a copy of this deed has been delivered to IBERCLEAR, the issuance of the letter of acceptance of this entity for the keeping of the accounting records is planned, so that it is presented together with the deed granted for its proof and registration in the Mercantile Registry. ---------------------------

Consequently, from all of the above, it is agreed to amend article 7 of the Bylaws, which will read as follows:------------------------------------------

“ARTICLE 7.- REPRESENTATION OF THE SHARES. -------------------------------------

1. The shares are represented by means of book entries. ar They are constituted as such by virtue of registration in the corresponding accounting record and are governed as established in the Market Law of Values and other complementary provisions.

2. The keeping of the accounting record of the values represented by annotations in account will be assigned to a designated entity by the Company among those entities that can perform this function in accordance with the current legislation.

3. Said entity will notify the Company transactions relating to shares. He The Administrative Body will be the competent one, in where appropriate, for the choice of the entity Responsible for keeping the accounting records.

4. The legitimation for the exercise of the rights of the shareholder, including, where appropriate, transmission, is obtained by registration in the accounting record that presumes legitimate ownership and empowers the registered owner to demand that the Company recognize him as a shareholder. Said legitimacy may be accredited through the display of the appropriate certificates, issued by the entity in charge of the accounting records. If the Company makes any subtraction in favor of the presumably legitimized party, it will be released from the corresponding obligation, even if the former is not the actual owner of the share, provided that it is carried out in good faith and without gross negligence.” ------

SEVENTH.- Pursuant to article 11 BIS of the Capital Companies Law, it has been approved to adopt the one located at the following address: www.turbo-e.com as the corporate website. ------------------------------------

EIGHTH.- The transfer of its registered office to the current one at Calle Isabel la Católica 8, Offices 50-51, 46004-Valencia is approved. ---------------

NINTH.- The total amount of the transformation expenses of this Company, those paid and those foreseen, is estimated to amount to approximately seven thousand euros. --------------------------------------------

TENTH.- Partial Registration. -------------- In accordance with the provisions of Article 63 of the Mercantile Registry Regulations, the representation of the company requests the partial registration of this deed, in the event that any of its clauses, or of the facts, acts or legal transactions contained in her and susceptible to registration, suffers from a defect, in the opinion of Mr./Ms. Registrar, that prevents the practice of the same. ---------------------

In the event that the registration is suspended or denied in whole or in part, it is expressly requested that the communication to the Notary It is done by telematic means to the email address that appears in the heading. ----

ELEVENTH.- Telematic Processing. --------- The representation of the mercantile requires me, the Notary Public, to NOT send electronically to the Mercantile Registry of the domicile of the company authorized copy email of this writing. ---------

TWELFTH.- Taxation. -------------------- Mr. Selva requests from the office The liquidator should note that in accordance with article 3 of Royal Decree Law 13/2010, which modifies the Consolidated Text of the Law on Property Transfer Tax and Documented Legal Acts, the transformation of companies is considered a subject act but EXEMPT from the Tax on Patrimonial Transfers and Documented Legal Acts. -----------------------

------------GRANT AND AUTHORIZATION ---------

This is granted, after making the legal reservations and warnings, especially about the obligations, rights and warnings contained in the following laws and regulations: ---

In accordance with the provisions of the Data Protection regulations, it is reported that the personal data of the participants will be processed by the authorizing Notary, whose contact details appear in this document. The purpose of the treatment is the to exercise the functions of the notarial activity and its billing. The data provided will be retained as long as maintain the relationship with the interested party and do not request its deletion or during the years necessary to fulfill the obligations legal. ------------------

The legal basis of the treatment is the exercise of notarial public functions, which requires that the data be provided to the Notary and would prevent his intervention otherwise. Communications will be made provided for in the Law to Public Administrations and, where appropriate, to the Notary that succeeds the current one in office. The participants may exercise the rights of access, rectification, deletion, limitation of treatment, opposition or, where appropriate, the portability of their data. Faced with any violation of rights, a claim can be filed with the Spanish Agency for Data Protection.

If data of persons other than the participants are provided, they must have previously informed them of everything provided in article 14 of the GDPR. The contact information of the data protection delegate is dpd@aequus.es. -----------------------------

The term for the presentation of the self-assessment, along with the document or the substitute written declaration of the document, will be one month from today, from date to date, warning of the possible responsibilities in case of non- compliance, and In particular and for tax purposes, I warn of the tax obligations and responsibilities incumbent on the parties in their material, formal and sanctioning aspect, and of the consequences of any kind that may derive from statements or falsehoods in a public or commercial document, stating that They acknowledge and fully assume the content of the present. --------------------

In compliance with the provisions of the Third Additional Provision of Law 8/1989 of April 13, I certify that the account of customs duties accrued by this grant, resulting from the application of numbers 2, 4, 5, 6 and 7 of the Tariff, according to Royal Decree number 1,426/89, of November 17, having taken the declared one as the calculation basis, amounts (not including VAT) to the amount of EUROS:

This deed has been read in its entirety by me to the appearing party, by their choice, in accordance with the provisions of article 193 of the Notarial Regulations, states that he is duly informed of the content of this public instrument, for which he freely gives his consent, and ratifying it signs with me, the Notary Public, of all of which,

I CERTIFY, as well as that this granting is in accordance with the law and to the duly informed will of the grantor and to be extended in fifteen pages of exclusive paper for notarial documents, series and numbers of the present and the previous ones in order.- Follow the signature of the appearing party. Signed: Alejandro Cervera Taulet.- Initialed.- There is the seal of the Notary. ---------------------------

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