As filed with the U.S. Securities and Exchange Commission on July 16, 2026.

Registration No. 333-294160

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

Amendment No. 1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Yeşil Global Enerji A.Ş.

(Exact name of Registrant as specified in its charter)

Yesil Global Energy Joint Stock Company

(Translation of Registrants name into English)

Kaptanpasa Mah.,

Piyalepasa Bulvari

Ortadogu Plaza No: 73/23

34384 Sisli, Istanbul, Turkiye

Telephone: +90 (212) 221 8111

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

c/o Power Upp USA, Inc.

2200 SW 45^th Street, Suite 101

Fort Lauderdale, Florida 33312

Telephone (844) 844-7978

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

[*] American Depositary Shares Representing

Ordinary Shares

This is the initial public offering of American Depositary Shares (“ADSs”), each representing one ordinary share of Yesil Global Enerji A.S. (“Company”), a joint stock company incorporated under the laws of the Republic of Turkiye (“Turkiye”). Each ADS will represent one ordinary share, TRY 1 par value per share (“ordinary shares”). The Company is offering [*] Ordinary Shares represented by [*] ADSs. The Company anticipates that the initial public offering price will be between US$[*] and US$[*] per ADS.

Yesil Holding A.S. and Lia Invest LLC, our principal stockholders, currently control approximately [___]% of the voting power of our capital stock (based on __________ Ordinary Shares outstanding as of the date of this prospectus) and will control approximately [___]% of the combined voting power of our capital stock upon completion of this offering, and we are therefore a “controlled company” as defined under Nasdaq Marketplace Rules. However, we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules but will follow the corporate governance standards of our home country, Turkiye, as permitted by Nasdaq Listing Rules. See “Risk Factors” and “Management—Controlled Company.”

Prior to this offering, there has been no public market for our Ordinary Shares or the ADSs. The Company has applied to have the ADSs listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PWRU.” The closing of the initial public offering is conditioned upon Nasdaq’s final approval of our listing application, and no assurance can be given that our application will be approved or that a trading market will develop.

The Company is an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” beginning on page 6 and 7 of this prospectus for more information.

The Company has granted the underwriters an option, exercisable within 45 days from the closing of the offering, to purchase up to an additional fifteen percent (15%) of the ADSs offered in this offering at the initial public offering price, less the underwriting discounts, solely to cover any over-allotments.

Investing in our ADSs is speculative and involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 11 to read about factors you should carefully consider before buying our ADSs.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the ADSs is expected to be made on or about [●], 2026.

D. Boral Capital

Sole Book-Running Manager

The date of this prospectus is July ___, 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free writing prospectus that the Company filed with the Securities and Exchange Commission. The Company has not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which the Company has referred you. The Company takes no responsibility for, and can provide no assurance as to, the reliability of any other information that others may give you. The Company is offering to sell, and seeking offers to buy, ADSs only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ordinary shares.

The Company has not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus outside of the United States.

Market and Industry Data

This prospectus contains certain market data including estimates that were obtained from market research, reports of governmental and international agencies, and industry publications gathered by the Company. This information involves a number of assumptions and limitations, and you are cautioned not to place undue reliance on these estimates. The Company has not independently verified the accuracy or completeness of the data contained in these industry reports. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Glossary of Terms

The following is a glossary of certain industry and other defined terms used in this prospectus:

“AB Denetim ve Serbest Mali Musavirlik A.S.” means the AB Audit and Independent Financial Advisory Joint Stock Company.

“Admer Gayrimenkul Degerleme ve Danismanlik A.S.” means the Admer Real Estate Appraisal and Consulting Joint Stock Company.

“AGD Anadolu Gayrimenkul Degerleme ve Danismanlik A.S.” means the AGD Anadolu Real Estate Appraisal and Consulting Joint Stock Company.

“Biotrend Cevre ve Enerji Yatirimlari A.S.” means the Biotrend Environmental and Energy Investments Joint Stock Company.

“Borsa Istanbul A.S.” means the Istanbul Stock Exchange Joint Stock Company.

“Denizbank A.S.” means the Denizbank Joint Stock Company.

“Enerji Piyasalari Isletme A.S.” means the Energy Markets Operation Joint Stock Company.

“Era Cevre Teknolojileri A.S.” means the Era Environmental Technologies Joint Stock Company.

“Fiberr Fiber Reinforced Resins Kompozit Tekn. Dis Tic. A.S.” means Fiberr Fiber-Reinforced Resins Composite Technology Foreign Trade Joint Stock Company.

“GMK Enerji Yatirimlari A.S.” means GMK Energy Investments Joint Stock Company.

“Gurmat Elektrik uretim A.S.” means the Gurmat Electricity Generation Joint Stock Company.

“HEZ Enerji Yatirim A.S.” means the HEZ Energy Investment Joint Stock Company.

“Iitech Invention Inovasyon ve Teknoloji A.S.” means the Iitech Invention, Innovation and Technology Joint Stock Company.

“Istanbul Cevre Koruma ve Atik Maddeleri Degerlendirme Sanayi ve Ticaret A.S.” means the Istanbul Environmental Protection and Waste Materials Recovery Industry and Trade Joint Stock Company.

“ITC – Kati Atik Enerji uretim Sanayi ve Ticaret A.S.” means the ITC Solid Waste Energy Generation Industry and Trade Joint Stock Company.

“Izmit Atik ve Artiklari Aritma Yakma ve Degerlendirme A.S.” means the Izmit Waste and Residue Treatment, Incineration and Recovery Joint Stock Company.

“Kapital Yatirim Holding A.S.” means the Kapital Investment Holding Joint Stock Company.

“Korfez Enerji Sanayi ve Ticaret A.S.” means the Korfez Energy Industry and Trade Joint Stock Company.

“Optimum Tesis ve Hizmet Yonetimi A.S.” means the Optimum Facility and Service Management Joint Stock Company.

“Ortadogu Belenkaya Jeothermal A.S.” means the Ortadogu Belenkaya Geothermal Joint Stock Company.

“Ortadogu Elektrik Enerjisi Toptan Satis A.S.” means the Ortadogu Electricity Wholesale Trading Joint Stock Company.

“Ortadogu Enerji Sanayi ve Ticaret A.S.” means the Ortadogu Energy Industry and Trade Joint Stock Company.

“Ortadogu Holding A.S.” means the Ortadogu Holding Joint Stock Company.

“Ortadogu Yenilenebilir Enerji uretim San. ve Tic. A.S.” means the Ortadogu Renewable Energy Generation Industry and Trade Joint Stock Company.

“Ort Elektrik Toptan Satis A.S.” means the ORT Electricity Wholesale Sales Joint Stock Company.

“Renco Kompozit Tek. San. ve Tic. A.S.” means the Renco Composite Technology Industry and Trade Joint Stock Company.

“Sureko Atik Yonetimi A.S.” means the Sureko Waste Management Joint Stock Company.

“Tasfiye Halinde Terra Gaz A.S.” means the Terra Gas Joint Stock Company.

“Terra Power Oto. ve Enerji Sistem A.S.” means the Terra Power Automotive and Energy Systems Joint Stock Company.

“Turkiye” means the Republic of Turkiye.

“Turkiye Halk Bankasi A.S.” means the Turkiye People’s Bank Joint Stock Company.

“Wowwo E-Ticaret Telekomunikasyon ve Teknoloji A.S.” means the Wowwo E-Commerce, Telecommunications and Technology Joint Stock Company.

“Yapi Kredi Bankasi A.S.” means the Yapi Kredi Bank Joint Stock Company.

“Yesil Donusum Insaat A.S.” means the Yesil Transformation Construction Joint Stock Company.

“Yesil Gayrimenkul Yatirim Ortakligi A.S.” means the Yesil Real Estate Investment Joint Stock Company.

“Yesil Global Enerji A.S.” means the Yesil Global Energy Joint Stock Company (also referred to herein as the Company).

“Yesil Global Insaat Turizm Otelcilik A.S.” means the Yesil Global Construction, Tourism and Hospitality Joint Stock Company.

“Yesil Holding A.S.” means the Yesil Holding Joint Stock Company.

“Yesil Yapi Endustrisi A.S.” means the Yesil Building Industry Joint Stock Company.

“Yesil Yatirim Holding A.S.” means the Yesil Investment Holding Joint Stock Company.

“Zincir Yapi A.S.” means the Zincir Construction Joint Stock Company.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that may be important to you, and the Company urges you to read this entire prospectus carefully, including the “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in the ADSs. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.”

Overview

Yesil Global Enerji A.S. (“the Company” or “YGE”) is a leading private-sector operator in the waste-to-energy segment, with licensed capacity of 171.22 MWe, transforming urban landfill emissions into utility-grade renewable power. YGE develops and operates power generation assets that convert municipal solid waste into clean, grid-stable electricity—leveraging landfill gas and biogas technologies, with geothermal initiatives in pre-operational development.

The Company currently has six waste-to-energy power plants across Turkiye made up of one thermal waste disposal and five Landfill Gas-to-Energy (“LFG”) power plants, five of which are currently operational, including the Avcikoru facility, which is the country’s largest waste-to-energy power plant by production volume. These sites are designed to capture and convert methane, carbon dioxide, and other landfill gas by-products into baseload electricity, mitigating greenhouse gas emissions while supplying power to the national grid and industrial customers. Strategically located in high-density urban centers, including Istanbul, which produces over 17,000 metric tons of municipal solid waste daily, YGE has consistent access to high-volume, high-organic-content feedstock with favorable methane yield characteristics.

Electricity generated by YGE is sold under foreign exchange-linked (“FX-linked”) tariff structures, primarily through agreements with regional distribution companies. Approximately 90% of the Company’s production qualifies for U.S. dollar (“USD”) denominated revenue under Turkiye’s Renewable Energy Resources Support Mechanism (“YEKDEM”), with eligibility extending through at least 2030 for currently enrolled assets. This structure reinforces financial resilience and cash flow predictability.

YGE’s embedded Monitoring, Reporting, and Verification (“MRV”) capabilities support the generation and monetization of verified carbon credits, through voluntary market mechanisms, positioning the Company to align with emerging EU-linked compliance frameworks. Its waste-to-energy model offers a scalable, economically viable solution to Turkiye’s growing demand for sustainable waste management and renewable power generation.

The Company’s long-tenured technical and internal maintenance operations teams support execution certainty, disciplined uptime management, and cost control across its portfolio. These operational strengths, combined with multi-platform fluency and regulatory integration, enable YGE to deliver resilient energy solutions at scale.

Building on its success in Turkiye, the Company intends to expand into the United States with planned natural gas-fueled distributed power and powered-land initiatives, while continuing to evaluate strategic investments in additional landfill gas and geothermal projects across Turkiye. Together, these initiatives support the Company’s broader mission to deliver clean, utility-grade energy solutions that support environmental preservation, energy diversification, and long-term stakeholder value.

Business Operations

Renewable Energy Operations

YGE develops, constructs, and operates renewable power plants that generate electricity from methane and other similar gases produced by biodegrading organic feedstocks. The Company’s current operations focus on LFG with additional thermal waste disposal and geothermal projects currently in development. These platforms are designed to deliver baseload renewable power while supporting Turkiye’s transition to sustainable waste management and carbon mitigation.

Landfill Gas-to-Energy (LFG): YGE has five installed LFG power plants located in Istanbul and Kocaeli provinces, including the Komurcuoda, Solaklar, Kalyoncu, Odayeri, and Avcikoru facilities. These plants are designed to capture methane emissions from municipal solid waste landfills and convert the gas into electricity through gas engine generator systems. The landfills are operated by Istanbul Cevre Yonetimi Sanayi ve Ticaret A.S. (“ISTAC”) and Izmit Atik ve Artiklari Aritma Yakma ve Degerlendirme A.S. (“IZAYDAS”), both municipal enterprises. Pursuant to long-term agreements with these entities, YGE and its subsidiary Korfez Enerji Sanayi ve Ticaret A.S. (“Korfez Enerji”) hold exclusive rights to collect and utilize landfill gas in exchange for a revenue share ranging from 11.1% to 40%, depending on the site. The Company currently maintains a total licensed capacity of 129.9 MWe and an installed capacity of 126.54 MWe across its LFG facilities. Its operations also include Organic Rankine Cycle (ORC) systems for heat recovery, further enhancing overall generation efficiency.

Thermal Waste Disposal: YGE is also developing thermal disposal power plants that utilize pyrolysis and gasification technologies to convert municipal solid waste directly into synthetic gas and electricity. The Company has recently decided to relocate the Solaklar Thermal Disposal and Energy Generation Facility from Kocaeli to a new site with a more suitable feedstock composition, which is expected to enhance operational efficiency and support improved long-term project economics. This facility features an initial capacity of 41.32 MWe, capable of processing up to 2,000 tons of waste per day, and remains YGE’s first large-scale thermal waste-to-energy asset and is intended to contribute to Turkiye’s waste management solutions and renewable energy mix by reducing landfill reliance and improving environmental outcomes.

Geothermal Energy Investments

As part of its long-term growth strategy, YGE has expanded its investment portfolio into the geothermal energy sector to diversify its renewable energy assets and strengthen the long-term sustainability of its operations in Turkiye.

The geophysical exploration program for the Belenyaka Geothermal Power Plant, being developed by YGE’s subsidiary Ortadogu Belenyaka, has been successfully completed. The project is planned to be developed in two phases of 24 MW each, resulting in a total installed capacity of 48 MW. Subject to the completion of the remaining development milestones, commercial operation is targeted for 2029–2030.

In parallel, YGE has initiated a strategic acquisition program focused on geothermal projects with proven reservoir potential in order to accelerate its geothermal portfolio development and reduce exploration risk. Within this framework, YGE has signed a preliminary operating license acquisition agreement for the Germencik Geothermal Power Plant, a project with a proven geothermal reservoir and three completed production wells. The project is planned to be commissioned in two phases of 24 MW each, reaching a total installed capacity of 48 MW, with commercial operation expected during 2030–2031.

Electricity Wholesale and Market Participation

YGE conducts electricity sales through Enerji Piyasalari Isletme A.S. (“EPIAS”), Turkiye’s national electricity market operator. The Company actively participates in the Day-Ahead and Intraday Markets under the Electricity Market Balancing and Settlement Regulation (“DUY”) and sells the majority of its power under the YEKDEM program, which guarantees fixed-price purchase tariffs denominated in USD.

Under Law No. 5346 on the Utilization of Renewable Energy Resources for the Purpose of Generating Electrical Energy, LFG power plants receive a tariff of 0.133 USD per kilowatt-hour for ten years. This tariff provides revenue predictability and serves as a natural hedge against domestic inflation and exchange rate volatility.

Electricity generation forecasts are submitted daily through the EPIAS platform, with transactions reconciled through the Advance Settlement System and final monthly Reconciliation Statements. This structure ensures liquidity and transparent settlement of market activities.

YGE’s renewable energy facilities are connected to the national grid through standard Distribution System Connection and Utilization Agreements executed by regional distribution companies in accordance with Energy Market Regulatory Authority (“EMRA”) regulations. These agreements ensure grid compliance and enable uninterrupted delivery to end consumers, although the distribution activity itself is not the Company’s operational responsibility.

Carbon Credit Generation

YGE’s renewable energy operations mitigate the release of methane and other greenhouse gases, qualifying the Company for the issuance of carbon credits under international voluntary market standards. The Company currently generates approximately 2 million metric tons of carbon credits annually, verified by organizations such as The Gold Standard Foundation and Verra (VCS).

Carbon credits are recorded and monetized in three-year monitoring periods, with revenues typically recognized upon completion of certification. Credits from operations at the Odayeri, Komurcuoda, Kocaeli, Kalyoncu, and Avcikoru sites are registered under project IDs GS 707, GS 1013, VCS 3827, and VCS 3997.

The global voluntary carbon market is projected to grow from approximately US$1.4 billion to US$35 billion by 2030, according to Morgan Stanley Capital International (“MSCI”). While demand for carbon credits may fluctuate based on global economic conditions and changes in international environmental policy, YGE’s established verification framework and recurring production cycles position the Company to benefit from expanding carbon offset markets and future compliance-linked mechanisms.

North American Operations

YGE has expanded its operations to the United States through its wholly owned subsidiary, Power Upp USA, Inc. (“Power Upp USA”), formed in August 2025 and headquartered in Fort Lauderdale, Florida. Through Power Upp USA, the Company is building a distinct growth platform centered on Power-as-a-Service and Powered-land or Build-to-Sell Power Purchase Agreements (“PPAs”) structures. Power Upp USA is targeting off-grid and behind-the-meter pipeline-gas-powered solutions for Artificial Intelligence data centers, Electric Vehicle charging, and other industrial customers, while also developing powered land with integrated data centers for sale, retaining the associated power purchase agreements.

As of December 2025, Power Upp USA, Inc.:

The Company plans to continue to invest a portion of its U.S. income into powered-land projects by acquiring oil and gas leaseholds and transition natural gas production into onsite electricity and hosting AI, HPC, and other edge-compute. Powered-land projects will also feature carbon capture and storage (CCS) technologies to generate and monetize carbon credits as well as hedge revenues from associated oil production and sales, and other load-balancing edge-compute colocation services. This approach is designed to add a durable, asset-backed income stream while serving higher-value demand for reliable off-grid power.

While the Company has started to execute this powered-land strategy, it is not yet fully implemented in the US, and no investments have been made to date other than its U.S. energy expansion with the acquisition of its first oil and gas leaseholds in Gaines County, Texas, updates and improvements in oil and gas production systems, and the additional surface acreage leased where the Company intends to place the power plant and data center infrastructure.

Through Power Upp USA, YGE seeks to integrate its landfill gas-to-energy expertise with natural gas utilization and carbon recovery, establishing a circular economy model that leverages stranded energy resources for renewable power generation and digital infrastructure support.

Power-as-a-Service Strategy

According to the research by industry analysts MarketsAndMarkets, the U.S. energy as a service market is projected to reach $34.6 billion by 2030 from $19.5 billion in 2024 at a compounded annual growth rate (“CAGR”) of 10.1%. YGE’s Power-as-a-Service strategy is designed to address this growing demand and deliver distributed power solutions to customers that require reliable, flexible, and purpose-built energy infrastructure. Through this model, the Company intends to deploy off-grid and behind-the-meter natural gas-fired generation assets to support Artificial Intelligence and high-powered compute data centers, Electric Vehicle charging, and other industrial demand, while reducing reliance on constrained grid capacity and lengthy interconnection timelines. The strategy is intended to support recurring revenue through structured power arrangements, improve project economics through greater and highly operations-focused project control, and expand YGE’s presence in markets where dependable electricity supply is a critical requirement for growth.

In March 2026, pursuant to an Authorized Distributor and Strategic Partnership Agreement entered into with CYCE Green Investment in Energy Enterprises & Management, L.L.C., a turbine original equipment manufacturer (“OEM”), YGE became an authorized distributor in Turkiye and the United States of Nexus Flex-fuel Turbines & Combined-cycle ORC (Organic Rankine Cycle) systems that operate with natural gas, biogas, hydrogen blends, and other low-carbon fuels with waste heat recovery reaching lifetime efficiencies of approximately 45%. Together with secured production slots, this distributorship with the OEM enhances the Company’s access to critical equipment and supports execution certainty in a market where power plant equipment and related supply-chain partnerships are increasingly difficult to secure. This position supports greater equipment independence and project delivery assurance across the Company’s power infrastructure initiatives, including collaborations with natural gas pipeline operators for continuous feedstock, pipeline-gas tap and transmission line construction firms for pipeline access, and Compressed Natural Gas (“CNG”) virtual-pipeline operators that provide onsite fuel storage and decompression systems. As a result, YGE is better positioned to reduce procurement risk, maintain schedule discipline, and support the scalable deployment of distributed power projects.

YGE is also advancing discussions with data center developers to refine project specifications, assess infrastructure requirements, and evaluate indicative budget ranges for proposed deployments. These discussions are progressing toward potential commercial alignment, and the Company is working toward negotiating and finalizing letters of intent that could support future development, site control, and long-term power infrastructure opportunities.

Under the turnkey power-as-a-service model, we aim to fund and own the power-plant infrastructure while the customer retains 100% site control, and we earn recurring, consumption-based fees -rather than reselling the equipment, on a 10-to-15-year long-term Power Purchase Agreement. Fuel is indexed and passed through to the customer, so our revenue would comprise a per-kilowatt-hour fuel-logistics and levelized-decompression charge, a per-kilowatt-hour capacity fee on the full baseload capacity deployed, and a per-kilowatt-hour power-as-a-service fee (subject to an 80%-or-greater take-or-pay commitment).

The aggregate power-as-a-service charges we assume under this model — comprising a power-as-a-service fee of approximately $0.06 per kWh, a capacity fee of approximately $0.02 per kWh, and a fuel-logistics and levelized-decompression charge of approximately $0.01 per kWh — total approximately $0.09 per kWh, or approximately $90 per MWh, excluding the cost of the natural-gas fuel commodity, which is indexed and passed through to the customer. This all-in service rate is broadly consistent with published levelized-cost-of-electricity (LCOE) benchmarks for U.S. natural-gas generation: Lazard’s 2025 Levelized Cost of Energy analysis has been reported to estimate gas combined-cycle generation at approximately $48 to $109 per MWh and gas peaking generation at approximately $149 to $251 per MWh, and the U.S. Energy Information Administration publishes regional LCOE estimates for new gas-fired capacity in its Annual Energy Outlook 2025.

Further, because we capitalize the power plant, this model requires approximately $96.0 million of capital expenditure per 100 MW site (approximately $0.96 million per MW). As an illustrative example only, scaling our per-MW unit economics to a fully ramped 100 MW site at 85% utilization could approximate $68.7 million of annual revenue against approximately $15.5 million of annual operating expense. The potential for higher margin relative to the powered-land model reflects the pass-through treatment of fuel (the largest variable cost) and the leaner operating cost base of a generation-only deployment that does not carry data-center colocation operating expense. This is an illustrative 100MW site economics under the turnkey power-as-a-service model, and there can be no assurance that we will achieve these rates.

Under the client-funded power-as-a-service model, the customer would fund 100% of the capital expenditure and owns the infrastructure including the power plant assets, and we would provide operations, fuel logistics, and power-as-a-service delivery for recurring, consumption-based fees on a 10-to-15-year long-term Operate & Manage Agreement. Because the customer bears the capital cost, this model requires no significant capital expenditure from us, which may improve our return on invested capital even if generating lower revenue per site than the models in which we own the assets. As an illustrative example only, scaling our per-MW unit economics to a fully ramped 100 MW site at 85% utilization could approximate $39.2 million of annual revenue against approximately $12.6 million of annual operating expense. This asset-light structure carries the same fuel-indexed pass-through and per-kilowatt-hour fee components as the turnkey model but at a lower per-kilowatt power-as-a-service charge, reflecting that the customer, rather than the Company, has funded the underlying plant. This is an illustrative 100MW site economics under the client-funded power-as-a-service model, and there can be no assurance that we will achieve these rates.

Under this asset-light model we assume a lower aggregate power-as-a-service charge — a power-as-a-service fee of approximately $0.04 per kWh and a fuel-logistics charge of approximately $0.01 per kWh, totaling approximately $0.05 per kWh, or approximately $50 per MWh, excluding the indexed fuel commodity passed through to the customer — reflecting that the customer, rather than the Company, has funded the underlying generation assets and bears the associated capital cost. This service rate is below published LCOE benchmarks for new-build U.S. natural-gas generation, consistent with an offering positioned to be economical for a customer that owns its generation assets and outsources operations and fuel management to the Company.

Powered-Land or Built-to-Sell PPA Strategy

YGE’s Powered-Land or Built-to-Sell PPA strategy is designed to secure surface acreage with access to pipeline gas, deploy onsite power generation assets, and construct modular data center infrastructure, including cooling and rack systems, for Artificial Intelligence, high-powered and other edge compute colocation services. The Company intends to create integrated, power-enabled sites that can be marketed to customers seeking scalable, reliable computing infrastructure supported by dedicated baseload energy supply. This approach is intended to shorten deployment timelines, improve site-level economics, and position YGE to capture demand for both power and digital infrastructure in a single development platform.

Upon completion of construction and commissioning, YGE may divest powered-land projects while retaining long-term power purchase agreements or operations and maintenance arrangements with respect to the onsite power plant assets. This structure is intended to monetize development value while preserving recurring revenue and long-term operational involvement through the power facility. By combining powered-land development with retained power economics, YGE seeks to create a flexible platform that aligns infrastructure ownership with long-term customer demand.

Under the Powered-land model, we intend to fund and retain ownership of the full site — land, civil works, natural-gas pipeline tap and transmission, and both the power-generation and data-center infrastructure — and monetize the site through colocation and container-landing services sold on a per-kilowatt basis. This is the most capital-intensive model, requiring approximately $172.3 million of capital expenditure per 100 MW site (approximately $1.72 million per MW). As an illustrative example only, such fully ramped site may generate approximately $105.9 million of annual revenue against approximately $51.4 million of annual operating expense. The revenue assumption is built from colocation rack space and power, container space and power, bandwidth, cross-connects, remote-hands support, and security and compliance services, in each case at the assumed 85% utilization. Our modeled colocation pricing of approximately $99 per kW per month is below prevailing U.S. wholesale colocation benchmarks, pursuant to CBRE reporting an average asking rate of $195.94 per kW per month for 250-to-500 kW wholesale colocation requirements in primary North American markets in the second half of 2025; we have deliberately adopted pricing below these benchmarks to provide conservatism in the illustrative 100MW site economics, and there can be no assurance that we will achieve these rates.

We believe that these initiatives position Yesil Global Energy to expand beyond its Turkish renewable base into a broader platform spanning regional geothermal and biomass growth, while also addressing the rising demand created by AI compute and electrification through its U.S. distributed power infrastructure.

Competitive Strengths

YGE believes its key competitive advantages include:

Strong Position in the Waste-To-Energy Sector – YGE was the first company in Turkiye to generate electricity from landfill gas, entering the sector in 2007 through a landmark agreement with municipal authorities. This early-mover advantage secured long-term access to high-volume landfill zones in Istanbul, Europe’s most populous city, which produces over 17,000 metric tons of municipal solid waste daily. While the market has evolved, private sector entry into Istanbul remains highly constrained due to the capital intensity of waste-to-energy infrastructure, complex permitting requirements, and limited access to municipally controlled feedstock. YGE’s established presence, operational scale, and regulatory integration position the Company as the leading private-sector contributor to Istanbul’s waste-to-energy ecosystem, with feedstock security and logistical efficiency which remain difficult to replicate.

Experience Across Multiple Renewable Energy Power Plants – With nearly two decades of operational history, YGE has established a robust track record in the development, construction, and management of renewable energy assets across landfill gas, biogas, wind*, and geothermal technologies. Unlike single-technology operators, YGE’s platform is engineered for scalability across feedstock types, permitting regimes, and market structures. This flexibility enables the Company to originate and deliver technically complex projects in both mature and emerging energy markets, while supporting long-term growth and regulatory adaptability.

*As part of its renewable energy investment strategy in Turkiye, YGE commissioned the Poyrazgolu Wind Power Plant, located in Balikesir province, in 2015. The facility has a total installed capacity of 42 MW and has been operating under Turkiye’s Renewable Energy Resources Support Mechanism (YEKDEM) since its commissioning. The power plant has been operated by Ufuk Enerji, a YGE subsidiary, ensuring reliable and efficient asset management throughout its operational life. In 2018, in line with the Company’s strategic portfolio optimization and capital allocation objectives, YGE completed the divestment of its equity interest in Ufuk Enerji, thereby realizing the value created through the successful development and operation of the asset.

Strong Local Presence and Partnerships – YGE has operated continuously in Turkiye’s renewable energy sector since 2007, building deep familiarity with national licensing regimes, municipal infrastructure frameworks, and energy market protocols. This institutional legacy enables the Company to navigate complex permitting processes, secure access to municipally allocated landfill zones, and maintain compliance across multiple sites and technologies. YGE’s operational fluency in EMRA licensing and EPIAS production protocols supports efficient execution and long-term regulatory alignment. In a sector where regulatory complexity and feedstock logistics often constrain new entrants, the Company’s embedded position and disciplined execution provide a durable competitive advantage.

Experienced Management Team – YGE’s management team and key technical personnel bring more than a decade of continuous service and sector-specific expertise, with many having over 10 years of direct experience within the Company. This institutional continuity supports execution certainty across technically complex energy projects, including LFG, geothermal development, and carbon monetization. Unlike many operators in Turkiye’s renewable energy sector, YGE’s leadership is in-house with full engineering, procurement and construction (“EPC”)_capabilities, multi-disciplinary, and platform-oriented. The team’s track record includes successful delivery of multi-site LFG facilities, geothermal licensing, pipeline advancement, and strategic planning for international expansion. Their long-term tenure reflects not only technical capability, but also deep familiarity with EMRA, EPIAS, and municipal frameworks. This combination of operational depth, regulatory fluency, and internal cohesion enables YGE to scale efficiently while maintaining disciplined project delivery, stakeholder alignment, and industry-grade performance.

High YEKDEM Penetration and USD-Denominated Revenue Stability – YGE benefits from YEKDEM, which guarantees a fixed tariff of 0.133 USD/kWh for LFG power plants over a 10-year period. As of the date of this prospectus, approximately 90% of the Company’s total electricity production qualifies for USD-denominated revenue under YEKDEM. While YEKDEM is available to qualifying producers, YGE’s high portfolio penetration and early alignment with the program provides a differentiated advantage and a durable barrier to competition. The Company’s USD-linked tariff structure serves as a natural hedge against exchange rate volatility and enhances cash flow predictability. In a sector where local-currency exposure often constrains growth, YGE’s YEKDEM-backed portfolio reinforces financial resilience and supports long-term bankability.

Operational Structure – YGE’s operations are strategically located in Istanbul and Kocaeli, Turkiye’s two most densely populated provinces, ensuring consistent access to high-volume municipal solid waste. This urban adjacency supports long-term feedstock security, logistical efficiency, and uninterrupted operations across the Company’s LFG portfolio. In addition to high-volume access, YGE benefits from the relatively high organic content and consistent composition of municipal solid waste sourced from Istanbul and Kocaeli. These urban centers maintain structured waste collection and landfill management practices, resulting in feedstock with favorable biodegradability and methane yield characteristics. This quality advantage enhances gas recovery efficiency, supports stable baseload output, and reduces operational variability across the Company’s LFG portfolio. Unlike many operators who rely on smaller municipalities or seasonal feedstock flows, YGE’s geographic positioning enables stable waste capture from Turkiye’s largest urban centers. This structural advantage is compounded by superior asset performance: While EMRA recognizes an 85% capacity factor for biomass-type power plants, YGE’s facilities average above 95%, reflecting disciplined uptime management, process efficiency, and optimized asset utilization. In a sector where feedstock variability and operational downtime often constrain performance, YGE’s urban infrastructure integration and multi-site maturity provide a durable edge in baseload reliability and energy yield.

Baseload Reliability and Operational Stability – Unlike intermittent renewables such as solar and wind, which fluctuate with weather and seasonality, YGE’s LFG operations deliver consistent, dispatchable baseload power. This reliability enhances grid stability and supports Turkiye’s energy transition by complementing variable sources with predictable energy delivery. In a sector where feedstock variability, technical constraints, and grid bottlenecks often limit performance, YGE’s utility-grade reliability and urban adjacency provide a durable edge in energy yield, operational continuity, and investor confidence.

Embedded MRV Readiness for Carbon Monetization – YGE’s landfill gas operations are engineered for traceable feedstock flows, continuous monitoring, and site-level reporting, which are key prerequisites for MRV under Verra, Gold Standard, and emerging compliance frameworks. These embedded capabilities support the Company’s ability to issue verified carbon credits, as well as participate in voluntary and regulated offset markets. Unlike many operators who rely on manual data collection or lack site-level granularity, YGE’s infrastructure enables real-time performance tracking, emissions accounting, and transparent audit trails. This MRV readiness positions the Company to align with EU-linked carbon border adjustment mechanisms, accelerate credit registration, and monetize avoided emissions through internationally recognized standards. In a sector where MRV compliance often requires retrofitting or third-party intervention, YGE’s built-in data architecture and operational discipline provide a first-mover advantage in carbon monetization and regulatory alignment.

Maintenance Efficiency and Operational Resilience – The Company has established an in-house maintenance team composed of experienced technical personnel, enabling faster turnaround times and reduced labor costs across its LFG portfolio. This internal capability minimizes reliance on third-party contractors and supports disciplined uptime management. To further enhance operational resilience, YGE conducts R&D and localized production of alternative spare parts for critical systems. This flexibility in spare part sourcing reduces lead times, mitigates supply chain risk, and ensures continuity in maintenance cycles. These capabilities differentiate YGE from competitors who often face longer downtimes, higher maintenance costs, or limited control over spare part logistics, reinforcing the Company’s utility-grade reliability and cost discipline.

Growth Strategy

YGE’s growth strategy is focused on (i) expanding LFG and thermal waste-to-energy capacity, and advancing geothermal development projects within Turkiye, and (ii) establishing its U.S. operations through its wholly-owned subsidiary, Power Upp USA, Inc. centered on Power-as-a-Service and Powered-land (Build-to-Sell PPA) structures transitioning natural gas into behind-the-meter electricity. The Company intends to leverage its technical expertise and operational discipline to pursue energy transition projects that integrate renewable generation, natural gas optimization, carbon credit monetization, and digital infrastructure support.

Through these initiatives, YGE aims to reinforce its position as a diversified renewable energy company with stable cash flow generation, scalable technology platforms, and a global footprint across multiple energy transition markets.

Summary of Risk Factors

An investment in the ADSs involves a high degree of risk. The risks summarized below are qualified by reference to “Risk Factors” beginning on page 11 of this prospectus, which you should carefully consider before making a decision to purchase ADSs. If any of these risks actually occur, the Company’s business, financial condition or results of operations could be materially and adversely affected. In such a case, the trading price of the ADSs may decline, and you may lose all or part of your investment.

These risks include but are not limited to the following:

Risks Related to Our Business and Industry

Operational Risks

Business Strategy Risks

Regulatory Risks

Risks Related to this Offering and Ownership of the ADSs

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue during its last financial year, the Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable to other public companies. These provisions include:

The Company may take advantage of these reporting exemptions until the Company is no longer an emerging growth company. The Company will remain an emerging growth company until the earliest of (1) the last day of the financial year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the financial year in which the Company has total annual gross revenue of at least US$1.235 billion, (3) the date on which the Company is deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of the ADSs that are held by non-affiliates exceeds US$700.0 million as of the prior June 30^th, and (4) the date on which the Company has issued more than US$1.0 billion in non-convertible debt during the prior three-year period. The Company may choose to take advantage of some, but not all, of the available exemptions. The Company has included two years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Being a Foreign Private Issuer

Upon completion of this offering, the Company will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after the Company no longer qualifies as an emerging growth company, as long as the Company qualifies as a foreign private issuer under the Exchange Act, the Company will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if the Company no longer qualifies as an emerging growth company but remains a foreign private issuer, the Company will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

In addition, as a company incorporated in Turkiye, the Company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of Nasdaq. These practices may afford less protection to shareholders than they would enjoy if the Company complied fully with corporate governance listing requirements of Nasdaq. Following this offering, the Company will rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely:

Presentation of Financial and Other Information

Financial Statements

Our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 included in this prospectus beginning on page F-1 have been prepared and presented in Turkish Lira in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). None of the financial statements have been prepared in accordance with the generally accepted accounting principles of the United States (“U.S. GAAP”).

Use of Non-IFRS Financial Measures

Certain parts of this prospectus contain non-IFRS financial measures, including, among others, Adjusted Operating profit, EBITDA. We define “EBITDA” as net profit for the period plus income tax benefits or expenses less interest income plus interest expenses, plus depletion, depreciation and amortization expenses. We define “adjusted operating profit” as operating profit for the period plus depletion, depreciation and amortization expenses.

The non-IFRS financial measures included in this prospectus are unaudited supplementary measures that are not required by, or presented in accordance with, IFRS or any other generally accepted accounting principles.

EBITDA

The following table presents EBITDA, a non-IFRS financial measure, for each of the periods presented. The Company presents EBITDA because it assists investors in analyzing the Company’s performance across reporting periods. EBITDA should be considered in addition to, and not as a substitute for, the Company’s financial results determined in accordance with IFRS, to which it is reconciled in the table below.

* Corresponding figures for the year ended December 31, 2024 have also been restated so that they are presented in terms of the purchasing power of the Turkish Lira as of December 31, 2025.

Adjusted Operating Profit

The following table presents Adjusted Operating Profit, a non-IFRS financial measure, for each of the periods presented. The Company presents Adjusted Operating profit because it assists investors in analyzing the Company’s core performance across reporting periods on a consistent basis by excluding items that are not considered indicative of core operating performance. Adjusted Operating profit should be considered in addition to, and not as a substitute for, operating profit determined in accordance with IFRS, to which it is reconciled in the table below.

* Corresponding figures for the year ended December 31, 2024 have also been restated so that they are presented in terms of the purchasing power of the Turkish Lira as of December 31, 2025.

Prospective investors should not consider them as: (a) an alternative to operating profit or net profit as determined in accordance with IFRS or other generally accepted accounting principles, or as measures of operating performance; (b) an alternative to cash flows from operating, investing or financing activities, as determined in accordance with IFRS or other generally accepted accounting principles, or as a measure of our ability to meet liquidity needs; or (c) an alternative to any other measures of performance under IFRS or other generally accepted accounting principles.

These measures are used by our management to monitor the underlying performance of the business and our operations. However, not all companies calculate these measures in an identical manner and, therefore, our presentation may not be comparable to similar measures used by other companies. As a result, prospective investors should not place undue reliance on this data.

Our financial year ends on December 31 of each year. References in this prospectus to a financial year, such as “financial year 2024”, relate to our financial year ended December 31 of that calendar year.

Exchange Rates

The Company’s functional and reporting currency is the Turkish Lira (“TRY”) and a significant amount of its costs are denominated in TRY. In this prospectus, translations of Turkish Lira amounts into U.S. dollars are solely for the convenience of the reader. For all dates and periods, all exchange rates referenced herein are based on the official rates published by the Central Bank of Turkiye (“TCMB”). No representation is made that the Turkish Lira amounts referred to in this prospectus could have been, or could be, converted into U.S. dollars at any specific rate, or at all. On July 16, 2026 the exchange rate was US$0.021 to Turkish Lira 1.00.

The following table sets forth historical information concerning exchange rates between the Turkish Lira and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that the Company used in the preparation of this prospectus, nor will they necessarily be used in the preparation of its periodic reports or any other information to be provided to investors. The referred information in USD is solely for information purposes and does not represent that the amounts are in accordance with International Accounting Standards (“IAS”) 21 Effects of Variations in Foreign Currency Exchange Rates or the equivalent in USD in which the transactions were conducted or in which the amounts presented in TRY can be translated or realized.

U.S. Dollar per Turkish Lira

Conventions That Apply to This Prospectus

Unless otherwise indicated or the context otherwise requires and for purposes of this prospectus only, references to:

We conduct our business operations primarily in Turkiye and maintain our books and records in Turkish Lira. Our functional currency and our reporting currency are the Turkish Lira.

Unless otherwise indicated, (a) information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional ADSs, and (b) references in this prospectus to this offering are to this offering of ADSs representing ordinary shares pursuant to this prospectus and (c) information in this prospectus does not include the ordinary shares reserved for future issuance under our share incentive plan.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is subject to change, is not incorporated by reference into, and does not form part of, this prospectus.

Corporate Information

The Company was incorporated in the Republic of Turkiye as a joint stock company in 2007. The Company’s principal place of business is located at Kaptanpasa Mah., Piyalepasa Bulvari, Ortadogu Plaza No: 73/23 34384 Sisli - Istanbul, Turkiye, and its telephone number is +90 (212) 221 8111. The Company’s principal website address is www.yesilglobal.com. The information contained on the Company’s website does not form part of this prospectus. The Company’s wholly owned subsidiary, Power Upp USA, Inc., has an office in the United States at 2200 SW 45^th Street, Suite 101, Fort Lauderdale, Florida 33312, which serves as the Company’s agent for service of process.

The Offering

● [*] Ordinary Shares to be issued at the closing of this offering to Greentree Financial Group, Inc. (“GFG”), in consideration for certain professional services provided by GFG to the Company in connection with this offering; and

● [*] Ordinary Shares reserved for future issuance under our 2026 Equity Incentive Plan (which is equal to [*] % of our issued and outstanding ordinary shares immediately after the consummation of this offering, less the number of outstanding option grants).

To facilitate the orderly closing of this offering of ADSs and due to timing considerations related to the technical issuance and registration of new ordinary shares under Turkish law (including requirements for payment of the subscription price prior to trade registry registration), under the terms of a Share Lending Agreement dated _______, 2026, an existing shareholder of the Company (the “Lender”) has agreed to loan to D. Boral Capital, LLC (or its affiliates), ordinary shares in a number equal to the number of ordinary shares underlying the ADSs offered by us (the “Loaned Shares”), which will be transferred for initial deposit into the ADS program with the Depositary’s custodian immediately prior to the closing of the Offering.

At closing, the Depositary will issue ADSs representing such deposited Loaned Shares. Following the closing of the Offering, the Company will issue new ordinary shares in an amount equal to the total number of Loaned Shares, which new ordinary shares will be used to facilitate the return of the Loaned Shares to the Lender in accordance with the Share Lending Agreement.

No fees or other remuneration will be paid by the Company or by D. Boral Capital, LLC to the Lender for the loan of the Loaned Shares. The Company will receive the net proceeds (less underwriter commissions and expenses attributable to the Offering described elsewhere in this prospectus) from the sale of the ADSs at the closing of the Offering. All information in this prospectus assumes the successful completion of the transactions contemplated by the Share Lending Agreement.

Unless otherwise indicated, this prospectus reflects and assumes no exercise by the underwriters of their over-allotment option and the adoption, prior to the effectiveness of the registration statement of which this prospectus forms a part, of our Amended and Restated Articles of Association, which will eliminate the dual Group A and Group B share structure and result in a single class of ordinary shares, with each Group A and Group B share converting into one ordinary share on a one-for-one basis.

RISK FACTORS

Investing in the ADSs is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of the ADSs. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. This prospectus also contains forward-looking statements having direct and/or indirect implications for our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

Risks Related to Our Business and Industry

Sustainable Green Energy

Operational Risks

The Company’s innovative sustainable green energy solutions may not generate expected levels of output.

Landfills contain organic material whose decomposition causes the generation of gas consisting primarily of methane, through which the Company’s innovative sustainable green energy solutions generate power. The estimation of landfill gas (“LFG”) production volume is an inexact process and dependent on many site-specific conditions, including the estimated annual waste volume, composition of waste, regional climate, and the capacity and construction of the landfill. Production levels are subject to a number of additional risks, including failures or decreases in the efficiency of the equipment used at the power plants; an inability to find suitable replacement equipment or parts; deviations in production levels and the failure to address matters that could affect the production capacity of the power plants operated by the Company; decreases in the amount of electrical energy which can be generated from LFG at a power plant due to a less than expected supply or the quality of the waste which is delivered by municipalities for processing and changes in the concentration of the waste accepted, as well as decreases in the organic matter content of the wastes, may affect the amount of LFG produced; volume disruption in the Company’s fuel supply collection system or if the amount of wastewater in the landfill prevents gas collection. The loss of production at the power plants operated by the Company could have a material adverse effect on the level of revenues generated by the Company. Any extended interruption and/or volume disruption of a power plants operation, interruptions in the connectivity of the power plants operated by the Company to Turkiye’s electricity grid, unexpected power outages or the failure of a power plant for any reason to generate the expected amount of output, could adversely affect the Company’s business and operating results.

In addition, in order to maximize collection of LFG, the Company will need to take various measures to ensure optimum LFG utilization and ensure that it matches availability of engines and related equipment to availability of LFG. There can be no guarantee that the Company will be able to take all necessary measures to maximize collection of gases. In addition, the LFG available is dependent in part on the actions of third-parties, such as landfill operators. The Company may not be able to ensure the responsible management of the landfill site by owners and operators, which may result in less than optimal gas generation or may increase the likelihood of “hot spots” occurring. Hot spots can temporarily reduce the volume of gas which may be collected from a landfill site, resulting in a lower gas yield. Other events that can result in a reduction in LFG output include: extreme hot or cold temperatures or excessive rainfall; liquid levels within a landfill increasing; oxidation within a landfill which can kill the anaerobic microbes that produce landfill gas; and the build-up of sludge. The occurrence of these or any other changes within any of the landfills which supply organic waste for the power plants operated by the Company could lead to a reduction in the amount of LFG available to generate electricity, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

There are risks that existing power plants will not operate at the expected efficiency and/or perform below projections.

In the operation of the existing power plants operated by the Company, there is a risk that the efficiency of the plants may be lower than expected. There may be a decrease in the efficiency of the plant in cases such as the decrease in the efficiency of the equipment used in the power plant, the decrease in the amount of LFG withdrawn from the site, and the methane ratio in the LFG. This situation may negatively affect the projected production amounts in the existing operating plants and the revenue generated by the Company. In addition, there may be technical deviations in the projections prepared by the Company, which are based on estimates, and this situation poses a risk of creating a difference between the real situation and the projection.

There is a risk that the planned new investments will not work at the expected efficiency and/or perform below the projections.

In addition to the facilities currently operated by the Company, there are also facilities that are planned to be built and for which investments have started. Many parameters are taken into consideration in the investment plans for these facilities. In these studies, planning is carried out within the framework of resources (raw material or feedstock) access, resource sustainability, investment costs, operating costs, revenue projections, legislation, and permit processes.

There is a risk of incorrect or inadequate planning, and failure to foresee certain parameters. In addition to planning errors, there may be unexpected investment costs, increases in operating costs during operation in line with the requirements of the actual situation, lower realized electricity sales revenues within the framework of electricity sales plans, difficulties in accessing renewable energy resources or supply of the resource in smaller quantities than estimated. Accordingly, the returns from our investment may be less than projected. This situation could negatively impact the Company’s medium- and long-term consolidated projections.

The Company may not be able to obtain or renew long-term contracts for the sale of power produced by its power plants on favorable terms, and it may not meet certain performance criteria in the future.

Obtaining long-term contracts for the sale of power produced by the Company’s power plants at prices and on other terms favorable to the Company is essential for the long-term success of the Company’s business. The Company must compete for Power Purchase Agreements (“PPAs”) against others engaged in energy production. The competition for PPAs may result in downward pressure on PPA pricing for newly contracted projects. The inability to compete successfully against other power producers or otherwise enter into PPAs favorable to the Company would negatively affect the Company’s ability to develop and finance its projects and negatively affect its revenues. In addition, the availability of PPAs depends on utility and corporate energy procurement practices that could evolve and shift allocation of market risks over time making it difficult to obtain or renew PPAs. Further, PPA availability and terms are a function of a number of economic, regulatory, tax, and public policy factors, which are also subject to change.

The Company’s agreements with municipalities are for a fixed period of time that may not be renewed at the end of their term, and upon termination, the production buildings at the site will be transferred to the municipality, and include certain commitments which, if the Company does not fulfil, give the municipality the right to terminate the agreement and impose monetary penalties.

The power plants operated by the Company have operating agreements with municipalities. These agreements are for a definite period of time without provision for renewal. In the event that the agreements expire and the operations do not continue, the power plant equipment will be dismantled and will remain in the Company’s possession, and the production buildings will be transferred to the municipalities. After the expiration of the agreements, there is a risk that the agreement periods will not be extended in line with the needs of the municipalities and the operations of the relevant power plant will not continue. In addition, the agreements contain commitments related to the activities to be carried out by the Company, including commitments relating to technical and administrative issues such as production amounts, technical practices in the fields, compliance with legislation, occupational health and safety rules, submission of information and documents, operating conditions and waste disposal amounts. If the Company does not fulfil these commitments, the municipality has the right to terminate the agreement and impose monetary penalties.

The Company’s operations are subject to risks relating to earthquakes and other natural disasters.

A large portion of Turkiye is in an earthquake zone and faces the risk of earthquakes from active fault lines. The Company’s existing power plants are located in Istanbul and Kocaeli provinces, which are at risk of earthquake. In the event of a possible earthquake, there are risks that may adversely affect the operations of the power plants. There may be decreases in the amount of electricity supply to electricity consumers in disaster areas, and power utilities may face liquidity problems as consumers may have difficulties in paying their electricity consumption bills. This may have a negative impact on the industry. There may be problems in terms of the operation of power generation plants in the affected region, and a supply deficit may occur.

Possible major earthquakes can have a very serious impact on the economic conditions in Turkiye, as was the case in the Kahramanmaras-Hatay earthquake in February 2023, which affected 10 provinces and had devastating consequences on Turkiye’s economy. Following the earthquake, indirect financing was provided to energy companies operating in the region, whose debt payments to their creditors were disrupted and delayed. Damage from an earthquake may cause a serious contraction in Turkiye’s economy due to the need for financing reconstruction throughout the country. In addition, in the aftermath of the disaster, there may be internal political problems in Turkiye, as well as economic issues related to electricity payment and affordability, which may adversely affect the Company’s business and results of operations.

Turkiye has also recently experienced natural events and disasters as well as risks associated with poorly planned urban development. Natural events such as storms, fires, forest fires, lightning, floods and deluges may directly affect the Company’s production activities. In addition, possible disasters may adversely affect the Company’s operations and cause the Company to cease operations.

Furthermore, extreme weather events, such as lightning strikes, ice storms, tornados, extreme wind, hurricanes and other severe storms, wildfires and other unfavorable weather conditions or natural disasters, such as floods, fires, earthquakes, and rising sea-levels, could adversely affect the input and output commodities associated with the renewable energy sector. Such weather events or natural disasters could also require the Company to temporarily or permanently shut down the equipment associated with its renewable energy projects, such as access to power and connectivity of biogas collection, separation and transmission systems, which would impede the ability of its projects to operate, decreasing production levels and revenue. Operational problems, such as degradation of the Company’s equipment and other critical infrastructure due to wear or weather or capacity limitations or outages on the electrical transmission network, could also affect the amount of energy that its projects are able to deliver. Any of these events, to the extent not fully covered by insurance, could adversely affect the Company’s business, financial condition, and results of operations.

These events could result in significant volatility in the supply, demand, and prices of energy. This volatility may create fluctuations in commodity or energy prices and earnings of companies in the renewable energy sectors. See “—Operational Risks—” The concentration in revenues from five of the Company’s projects and geographic concentration of its projects expose the Company to greater risks of production interruptions from severe weather or other interruptions of production or transmission” for additional information.

The Company’s power plants are not able to insure against all potential risks and may become subject to higher insurance premiums.

The Company’s power plants are exposed to the risks inherent in the construction and operation of power plants, such as breakdowns, manufacturing defects, extreme weather, natural disasters, terrorist attacks and sabotage. They are also exposed to environmental risks.

The Company has insurance policies covering certain risks associated with its business. These insurance policies do not, however, cover all losses, including, in some situations, those as a result of force majeure, which is generally defined as events that are beyond the control of the parties. Even if insurance policies for some of the Company’s projects cover losses as a result of certain types of force majeure events, such coverage is subject to important limitations. Furthermore, insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of its liability in proportion to other parties, the number of incidents not reported, and the effectiveness of the Company’s safety program. Insurance coverage is not always available on commercially reasonable terms (if at all) and is often capped at predetermined limits. In addition, the Company’s insurance policies are subject to annual review by the insurers and may not be renewed on similar or favorable terms or at all. A serious uninsured loss or a loss significantly exceeding the limits of the Company’s insurance policies could adversely affect the Company’s business, financial condition and results of operations.

Business Strategy Risks

The Company’s commercial success depends on its ability to identify, acquire, develop and operate individual sustainable green energy projects, as well as its ability to maintain and expand production at its current projects.

The Company aims to maintain and grow its position as a leading producer of renewable energy in Turkiye. The Company’s specific focus on the renewable energy sector exposes it to risks related to the supply of, demand for and the ultimate price of energy commodities and environmental attributes, inflation, taxes, tariffs, duties or other assessments on necessary equipment, the cost of capital expenditures, government regulation, world and regional events and economic conditions, and the acceptance of alternative power sources. As a renewable energy producer, the Company may also be negatively affected by lower energy output resulting from variable inputs, mechanical breakdowns, faulty technology, competitive electricity markets or changes to the laws and regulations that mandate the use of renewable energy sources by refiners and importers of gasoline and diesel fuel and electric utilities.

In addition, several other factors related to the development and operation of individual renewable energy projects could adversely affect the Company’s business, including:

● regulatory changes, whether as a result of the new presidential administration or otherwise, that affect the demand for, or supply of, environmental attributes and the prices thereof, including any potential changes to the purchase tariff law(s), which could have a significant effect on the financial performance of the Company’s projects and the number of potential projects with attractive economics;

● changes in energy commodity prices, such as natural gas and wholesale electricity prices, which could have a significant impact on the Company’s revenues;

● changes in the broader waste collection industry, including changes affecting the waste collection and biogas potential of the landfill industry, which could impede the LFG resource that the Company currently targets for its projects;

● substantial construction risks, including the risk of delay, that may arise due to forces outside of the Company’s control, including those related to engineering and environmental problems, as a result of inclement weather or labor disruptions;

● the ability to obtain financing for a project on acceptable terms or at all, and the need for substantially more capital than initially budgeted to complete projects, and exposure to liabilities as a result of unforeseen costs or environmental, construction, technological or other complications;

● exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

● failures or delays in obtaining desired or necessary land rights, including ownership, leases, easements, zoning rights and building permits;

● a decrease in the availability and timeliness of delivery of raw materials and components necessary for the projects to function or an increase in the costs of raw materials and components due to, among other reasons, inflation, tariffs, duties, taxes or assessments;

● obtaining and keeping in good standing permits, authorizations and consents from governmental authorities and organizations;

● unknown regulatory changes which may increase the cost for delivering under contracts in place;

● the consent and authorization of local utilities or other energy development off-takers to ensure successful interconnection to energy grids to enable power sales; and

● difficulties in identifying, obtaining and permitting suitable sites for new projects.

In addition, new projects have no operating history and may employ recently developed technology and equipment. A new project may be unable to fund principal and interest payments under its debt service obligations or may operate at a loss, which may adversely affect the Company’s business, financial condition or results of operations.

Any of these factors could prevent the Company from identifying, completing or operating its projects, or otherwise adversely affect its business, financial condition and results of operations.

If there is not sufficient demand for sustainable green energy, or if sustainable green energy projects do not develop as, or take longer to develop than, the Company anticipates, then it may be unable to achieve its business objectives.

If demand for sustainable green energy fails to grow sufficiently, the Company may be unable to achieve its business objectives. In addition, demand for sustainable green energy projects in the markets and geographic regions that the Company targets may not develop or may develop more slowly than we anticipated. Many factors will influence the widespread adoption of renewable energy and demand for renewable energy projects, including:

● cost-effectiveness of renewable energy technologies as compared with conventional and competitive technologies;

● performance and reliability of the Company’s innovative sustainable green energy solutions as compared with conventional and non-renewable products;

● fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources;

● increases or decreases in the prices of oil, coal and natural gas;

● continued deregulation of the electric power industry and broader energy industry; and

● availability or effectiveness of government subsidies and incentives.

We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control. As of December 31, 2025, the Company had approximately TRY 237,642,826 in total outstanding indebtedness owed to Turkiye Halk Bankasi A.S. The indebtedness is secured by certain pledged investment properties of the Group with a carrying amount of TRY 7,330,652,500. This indebtedness is also guaranteed jointly by the Group and its major shareholders. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and/or interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments, acquisitions, capital expenditures, and payments on account of other obligations, seek additional capital, restructure or refinance our indebtedness, or sell assets. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business operations. In addition, we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms, or at all.

If we are at any point unable to repay or otherwise refinance our indebtedness when due, the applicable lenders could accelerate our outstanding obligations or proceed against the collateral granted to them to secure that indebtedness, which could force us into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under the agreements governing our credit facility or the exercise by the applicable lenders of their rights under the security documents would likely have a material adverse effect on our business.

We may not successfully implement or derive benefits from our plans to develop a Power-as-a-Service and Powered-land (Built-to-sell PPAs) strategies, which could adversely affect our business, financial condition, and results of operations.

We are in the preliminary phases of exploring and developing a Power-as-a-Service and Powered-land (Built-to-sell PPAs) strategies, which would leverage our existing and planned oil and natural gas operations and access to pipeline-gas to provide power for these onsite and distributed power generation activities. These plans are subject to significant uncertainties and risks inherent in early-stage initiatives, including but not limited to our ability to secure necessary equipment, technology, and partnerships; integrate these operations with our core energy business without disrupting ongoing activities; and achieve operational efficiency or profitability. There is no assurance that we will be able to advance these plans beyond the conceptual or pilot stages, or that they will generate any meaningful revenue or strategic advantages. Delays, technical challenges, or unexpected costs in development could result in substantial capital expenditures without corresponding returns, diverting resources from our oil and natural gas operations and potentially straining our liquidity.

Furthermore, data center operations are an energy-intensive process that requires significant electricity consumption to operate the high-powered compute hardware effectively. While we intend to utilize primarily our own oil and natural gas resources to generate power for these activities, fluctuations in energy production, commodity prices, or operational inefficiencies could lead to higher-than-anticipated costs or reduced electricity output. Environmental regulations, including those related to greenhouse gas emissions and energy usage, may impose additional compliance burdens or restrictions on our data center operations, potentially increasing expenses or limiting scalability. If we are unable to manage the energy demands of our data center clients in a cost-effective and sustainable manner, or if broader market or regulatory shifts—such as a temporary or a permanent ban on data center operations and/or increased scrutiny on natural resource consumption in the data center sector—materialize, our ability to pursue this strategy could be impaired, leading to write-downs of investments, reputational harm, or lost opportunities.

In order to secure contracts for new projects, the Company typically faces a long and variable development cycle that requires significant resource commitments and a long lead time before revenues are realized.

The development, design and construction process for the Company’s renewable energy projects generally lasts from 18 to 36 months, on average. This extended development process requires the dedication of significant time and resources from the Company’s sales and management personnel, with no certainty of success or recovery of the Company’s expenses. A potential site host may go through the entire sales process and not accept the Company’s proposal. Further, upon commencement of operations, it typically takes 12 months or longer for the project to ramp up to expected production levels. All of these factors, and in particular, increased spending that is not offset by increased revenues, can contribute to fluctuations in quarterly financial performance and increase the likelihood that operating results in a particular period will fall below investor expectations.

While the Company currently focuses on converting methane into renewable energy, in the future the Company may decide to expand its strategy to include other types of projects. Any future energy projects may present unforeseen challenges and result in a competitive disadvantage relative to more established competitors.

The Company’s business is currently focused on converting methane into renewable energy. In the future, the Company may expand its strategy to include other types of projects. The Company cannot assure the investors that it will be able to identify attractive opportunities outside of its current area of focus or acquire or develop such projects at a price and on terms that are attractive or that, once acquired or developed, such projects will operate profitably. In addition, these projects could expose the Company to increased operating costs, unforeseen liabilities or risks, and regulatory and environmental concerns associated with entering into new sectors of the energy industry, including requiring a disproportionate amount of the Company’s management’s attention and resources, which could adversely affect the Company’s business, as well as place it at a competitive disadvantage relative to more established market participants. A failure to successfully integrate such new projects into the existing project portfolio as a result of unforeseen operational difficulties or otherwise, could adversely affect the Company’s business, financial condition and results of operations.

The Company’s revenues may be subject to the risk of fluctuations in commodity prices.

The operations and financial performance of projects in the renewable energy sectors may be affected by the prices of energy commodities, such as natural gas, wholesale electricity and other energy-related products. For example, the price of renewable energy resources changes in relation to the market prices of natural gas and electricity. The market price of electricity is sensitive to cyclical changes in demand and capacity supply, and in the economy and geopolitical conditions (including the current conflicts in the Middle East and Ukraine), as well as to regulatory trends and developments impacting electricity market rules and pricing, transmission development and investment to power markets within the United States and in other jurisdictions through interconnects and other external factors outside of the control of renewable energy power-producing projects. Volatility of commodity prices also creates volatility in the prices of Environmental Attributes, which are inversely related to the wholesale price of unleaded gasoline. In addition, volatility of commodity prices, such as the market price of gas and electricity, may also make it more difficult for the Company to raise any additional capital for the Company’s renewable energy projects that may be necessary to operate, to the extent that market participants perceive that a project’s performance may be tied directly or indirectly to commodity prices. Accordingly, the potential revenues and cash flows of these projects may be volatile and adversely affect the value of the Company’s investments.

The failure of the Company’s significant customers to meet their obligations to the Company may adversely affect its financial results.

The Company also faces customer concentration risk because it sells the electricity it produces to a limited number of significant customers who do not post collateral. The inability or failure of the Company’s significant customers to meet their obligations to the Company, or their insolvency or liquidation may adversely affect the Company’s financial results.

Competition Risks

The Company may face intense competition and may not be able to successfully compete.

There are a number of other companies operating in the renewable energy and waste-to-energy markets. These include other renewable energy companies and service or equipment providers, consultants, managers and strategic investors.

The Company may not have the resources to compete with any existing competitors or new competitors, including in a competitive bidding process. Some of the Company’s competitors have significantly larger personnel, financial and managerial resources than the Company, and the Company may fail to maintain or expand its business. Competitors may also offer energy solutions at prices below cost, devote significant salesforces to competing with the Company or attempt to recruit the Company’s key personnel by increasing compensation, any of which could improve their competitive positions. Moreover, if the demand for renewable energy increases, new companies may enter the market, and the influx of added competition will pose an increased risk to the Company.

Further, certain of the Company’s strategic partners and other landfill or agricultural operators could decide to manage, recover and convert biogas from waste to renewable energy on their own which would further increase our competition, limit the number of commercially viable landfill sites available for the Company’s projects, or require the Company to reduce its profit margins to maintain or acquire projects.

The Company’s success depends, in part, on technological innovation to stay ahead of market competitors.

The Company’s success may also depend on its ability to create and maintain a competitive position in the renewable energy industry. The Company does not have any exclusive rights to most of the technologies that it utilizes, and its competitors may currently use and may be planning to use identical, similar or superior technologies. Any current or future patented technology may not have a material effect on the total business. In addition, the technologies that the Company uses may be rendered obsolete or uneconomical by technological advances, more efficient and cost-effective processes, or entirely different approaches developed by one or more of its competitors or others.

The Company may also face competition based on technological developments that reduce demand for electricity, increase power supplies through existing infrastructure or that otherwise compete with the Company’s projects. The Company may also encounter competition in the form of potential customers electing to develop solutions or perform services internally rather than engaging an outside provider such as the Company.

Regulatory Risks

The reduction or elimination of carbon credits and other economic incentives offered by governmental authorities and industry organizations for the Company’s innovative sustainable green energy solutions or other related policies could adversely affect the Company’s business, financial condition and results of operations.

The Company depends on carbon credits and other economic incentives offered by governmental authorities or industry organizations to end users, developers, distributors and system integrators that promote the use of sustainable green energy or renewable energy. These economic incentives could be reduced or eliminated altogether, or the categories of sustainable green energy or renewable energy qualifying for such economic incentives could be changed. These incentives are subject to regulatory oversight and could be administratively or legislatively changed in a manner that could adversely affect the Company’s operations. Reductions in, changes to, or eliminations or expirations of, such incentives could result in decreased demand for, and lower revenues from, the Company’s projects.

The Company’s power plants are entitled to receive a significant amount of carbon credits due to emission reduction. Carbon credit revenues have an important place in the Company’s projections. Within the scope of carbon credits, the credits held by the Company are sold through brokers. Brokers, on the other hand, sell the relevant credits to companies that emit emissions.

In recent years, with the importance of green development around the world and the signing of the Paris Climate Agreement by Turkiye and the USA, the demand for carbon credits has increased after 2021, and credit prices have reached an average of 5-7 USD/Ton. Due to the economic contraction around the world and the trade wars of the countries, green development plans may be shelved, and the commitments made in the Paris Climate Agreement may be removed. In such a case, there may be a decrease in the demand for carbon credits, and the prices of loans may fall sharply.

The Company may be unable to obtain, modify or maintain the regulatory permits, approvals and consents required to construct and operate its projects.

The Company’s operations are subject to various governmental health and safety (“EHS’) laws and regulations, including those relating to the release, emission or discharge of materials into the air, water and ground; the generation, storage, handling, use, transportation and disposal of hazardous materials and wastes; the health and safety of employees and other persons; and the generation of carbon credits and other economic incentives.

These laws and regulations impose numerous obligations applicable to the Company’s operations, including the acquisition of permits before construction and operation of its projects; the restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of the Company’s activities on certain lands lying within wilderness, wetlands and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from the ownership or operation of its properties. These laws, regulations and permits can require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment.

Numerous governmental entities have the power to enforce difficult and costly compliance measures or corrective actions pursuant to these laws and regulations and the permits issued under them. The Company may be required to make significant capital and operating expenditures on an ongoing basis, or to perform remedial or other corrective actions at its properties, to comply with the requirements of these environmental laws and regulations, or the terms or conditions of its permits. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of the Company’s operations. In addition, the Company may experience delays in obtaining or be unable to obtain required environmental regulatory permits or approvals, which may delay or interrupt operations and limit growth and revenue.

The Company’s operations inherently risk incurring significant environmental costs and liabilities due to the need to manage waste from its processing facilities. Spills or other releases of regulated substances, including spills and releases that occur in the future, could expose the Company to material losses, expenditures and liabilities under applicable environmental laws, rules and regulations. Under certain such laws and regulations, the Company could be held strictly liable for the removal or remediation of previously released materials or property contamination, regardless of whether it was responsible for the release or contamination and even if its operations met previous standards in the industry at the time they were conducted. In connection with certain acquisitions, the Company could acquire, or be required to provide indemnification against, environmental liabilities that could expose it to material losses. In addition, claims for damages to persons or property, including natural resources, may result from the EHS impact of the Company’s operations. The Company’s insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against the Company.

New laws, changes to existing laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require the Company to make significant additional expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at its plants under federal or state law. Present and future environmental laws and regulations, and interpretations of those laws and regulations, applicable to its operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results of operations and financial condition.

The Company’s ability to generate revenue from sales of Low Carbon Fuel Standard (“LCFS”) credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with the Company’s judgments, otherwise determine that the Company is not in compliance, conduct reviews of its activities or make changes to the programs, then its ability to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and the Company could also be subject to fines or other sanctions. Moreover, the inability to sell LCFS credits could adversely affect its business.

In order to construct, modify and operate its projects, the Company will need to obtain or may need to modify numerous environmental and other regulatory permits, approvals and consents from federal, state and local governmental entities, including air permits, wastewater discharge permits, stormwater permits, permits or consents related to the management of municipal solid waste landfills and permits or consents related to the management and disposal of waste. A number of these permits, approvals and consents must be obtained prior to the start of development of a project. Other permits, approvals and consents are required to be obtained at, or prior to, the time of first commercial operation or within prescribed time frames following commencement of commercial operations. Any failure to successfully obtain or modify the necessary environmental and other regulatory permits, approvals and consents on a timely basis could delay the construction, modification or commencement of commercial operation of the Company’s projects. In addition, once a permit, approval or consent has been issued or acquired for a project, the Company must take steps to comply with the conditions of each permit, approval or consent conditions, including conditions requiring timely development and commencement of the project. Failure to comply with certain conditions within a permit, approval or consent could result in the revocation or suspension of such permit, approval or consent; the imposition of penalties; or other enforcement action by governmental entities. The Company also may need to modify permits, consents or approvals it has already obtained to reflect changes in project design or requirements, which could trigger a legal or regulatory review under a standard more stringent than the standard under which the permits, approvals or consents were originally issued.

Obtaining and modifying necessary permits, approvals and consents is a time-consuming and expensive process, and the Company may not be able to obtain or modify them on a timely or cost-effective basis or at all. In the event that the Company fails to obtain or modify all necessary permits, approvals or consents, it may be forced to delay construction or operation of a project or abandon the project altogether, which could adversely affect its business, financial condition and results of operations. In addition, the Company may be required to make capital expenditures on an ongoing basis to comply with increasingly stringent federal, state, provincial and local EHS laws, regulations and permits.

Negative attitudes toward renewable energy projects from the Turkish government or the U.S. government in case of the Company’s recent U.S. expansion, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operations.

Parties with an interest in other energy sources, including lawmakers, regulators, policymakers, environmental and advocacy organizations or other activists may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote renewable energy. Many of these parties have substantially greater resources and influence than the Company has. Further, changes in Turkish, U.S. federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs and regulations, could result in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other energy sources over renewable energy, could adversely affect the Company’s business, financial condition and results of operations.

Revenue from any projects the Company completes may be adversely affected if there is a decline in public acceptance or support of renewable energy, or regulatory agencies, local communities, or other third parties delay, prevent, or increase the cost of constructing and operating its projects.

Certain persons, associations and groups could oppose renewable energy projects in general or the Company’s projects specifically, citing, for example, misuse of water resources, landscape degradation, land use, food scarcity or price increases, and harm to the environment. Moreover, regulations may restrict the development of renewable energy plants in certain areas. In order to develop a renewable energy project, the Company is typically required to obtain, among other things, environmental impact permits, or other authorizations and building permits, which in turn require environmental impact studies to be undertaken and public hearings and comment periods to be held during which any person, association or group may oppose a project. Any such opposition may be considered by government officials responsible for granting the relevant permits, which could result in the permits being delayed or not being granted or being granted solely on the condition that the Company carry out certain corrective measures to the proposed project. Opposition to the Company’s requests for permits, or successful challenges or appeals to permits issued for its projects, could adversely affect its operating plans.

As a result, the Company cannot guarantee that the renewable energy plants we currently plan to develop or, to the extent applicable, are developing, will ultimately be authorized or accepted by the local authorities or the local population. For example, the local population could oppose the construction of a renewable energy plant or infrastructure at the local government level, which could in turn lead to the imposition of more restrictive requirements. This type of negative response may lead to legal, public relations or other challenges that could impede the Company’s ability to meet our construction targets, achieve commercial operations for a project on schedule, address the changing needs of our projects over time or generate revenues.

In certain jurisdictions, if a significant portion of the local population were to mobilize against a renewable energy plant, it may become difficult, or impossible, for the Company to obtain or retain the required building permits and authorizations. Moreover, such challenges could result in the cancellation of existing building permits or even, in extreme cases, the dismantling of, or the retroactive imposition of changes in the design of, existing renewable energy plants.

Authorization for the use, construction, and operation of systems and associated transmission facilities on federal, state, and local lands will also require the assessment and evaluation of mineral rights, private rights-of-way, and other easements; environmental, agricultural, cultural, recreational, and aesthetic impacts; and the likely mitigation of adverse effects to these and other resources and uses. The inability to obtain the required permits and other federal, state and local approvals, and any excessive delays in obtaining such permits and approvals due, for example, to litigation or third-party appeals, could potentially prevent the Company from successfully constructing and operating such projects in a timely manner and could result in the potential forfeiture of any deposit the Company has made with respect to a given project. Moreover, project approvals subject to project modifications and conditions, including mitigation requirements and costs, could affect the financial success of a given project. Changing regulatory requirements and the discovery of unknown site conditions could also adversely affect the financial success of a given project.

A decrease in acceptance of renewable energy plants by local populations, an increase in the number of legal challenges, or an unfavorable outcome of such legal challenges could adversely affect the Company’s business, financial condition and results of operations. The Company may also be subject to labor unavailability due to multiple simultaneous projects in a geographic region. If the Company is unable to grow and manage the capacity that we expect from our projects in its anticipated timeframes, it could adversely affect our business, financial condition and results of operations.

Post-Termination of the YEKDEM mechanism, the Company’s exchange rate risk may increase.

In Turkiye, the USD/TRY exchange rate has increased significantly in the last 3-4 years and there has been a depreciation in the TRY. After this depreciation, serious exchange rate risks arose in companies with foreign currency-based costs and foreign currency-based debts. In line with the current YEKDEM mechanism, the electrical energy produced within the scope of the Company’s activities is sold with a USD-denominated price. Due to the fact that it is USD-denominated income, there is currently no exchange rate risk in the Company’s debts and the Company’s operating costs.

As of the date of this prospectus, only two of the Company’s key power plants – Kalyoncu and Avcikoru- remain eligible to receive the economic benefits of the YEKDEM program until the end of 2030.

After the termination of YEKDEM mechanism, the Company’s revenues will be TRY based. Accordingly, if TRY-based electricity prices do not move in direct correlation with the exchange rate, the Company’s foreign currency risk may increase due to foreign currency based operating costs and foreign currency based financial liabilities, which are indirectly affected by foreign exchange rates.

The Company is exposed to risks arising from fluctuations in foreign currency exchange rates.

The Company’s reporting currency is Turkish Lira. Revenues and expenses with respect to its North American operations are recorded in U.S. dollars. Therefore, the Company may be exposed to foreign currency exchange losses arising from transactions in currencies other than its reporting currency.

International political crises and the Russia-Ukraine & Israel –Iran War can adversely affect the energy sector.

The ongoing wars between Russia – Ukraine and Israel– Iran is creating a situation with serious effects on global energy markets and supply chains. The sanctions imposed by countries on each other and political positions have created a situation that is difficult to predict. The fact that Russia and Iran are major players in natural gas supply may pose risks for the energy sector. The international political conjuncture is dynamic. Political crises in recent years such as the rise of far-right parties in European countries, the lack of stability in Gaza, and the drilling tension in the Eastern Mediterranean may negatively affect the Company’s operations. Foreign trade may be disrupted due to international political crises and there may be difficulties in the supply of imported machinery and equipment, which may adversely affect the Company’s operations.

Cybersecurity and Information Technology Risks

A failure of the Company’s IT and data security infrastructure could have a material adverse effect on its business and operations.

The Company relies upon the capacity, reliability and security of its IT and data security infrastructure and its ability to expand and continually update this infrastructure in response to the changing needs of its business. The Company’s existing IT systems and any new IT systems may not perform as expected. The Company also face the challenge of supporting its older systems and implementing necessary upgrades. If the Company experiences a problem with the functioning of an important IT system or a security breach of its IT systems, including during system upgrades or new system implementations, the resulting disruptions could have a material adverse effect on its business.

The Company and some of its third-party vendors receive and store personal information in connection with its human resources operations and other aspects of its business. The Company’s IT systems and those of its third-party vendors are vulnerable to damage from computer viruses, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, human error, unauthorized access, physical or electronic security breaches, cyber-attacks (including malicious and destructive code, phishing attacks, ransomware, and denial of service attacks), and other similar disruptions. The Company continues to develop its processes relating to identification, mitigation and response to potential cybersecurity threats, and such processes may prove to be inadequate. Such attacks or security breaches may be perpetrated by bad actors internally or externally (including computer hackers, persons involved with organized crime, or foreign state or foreign state-supported actors). Cybersecurity threat actors employ a wide variety of methods and techniques that are constantly evolving, increasingly sophisticated, and difficult to detect and successfully defend against. Cybersecurity incidents involving the Company’s IT systems or those of its third-party vendors could expose the Company to claims, litigation, regulatory or other governmental investigations, administrative fines and potential liability. Any system failure, accident or security breach could result in disruptions to its operations. A material network breach in the security of the Company’s IT systems or those of its third-party vendors could include the theft of its trade secrets, customer information, human resources information or other confidential data, including but not limited to personally identifiable information, that could have a material adverse effect on its business, financial condition, or results of operations. To the extent that any material disruptions or security breaches result in a loss or damage to its data, or an inappropriate disclosure of confidential, proprietary or customer information, it could materially cause damage to our reputation, affect our relationships with its customers and strategic partners, lead to claims against the Company from governments and private plaintiffs, and ultimately have a material adverse effect on its business. While the Company has not been previously subject to cyberattacks and security breaches, it cannot guarantee that there will not be future cyberattacks, and if successful, will not have a material effect on its business or financial results.

Many governments have enacted laws requiring companies to provide notice of cyber incidents involving certain types of data, including personal data. Any compromise of the Company’s security could result in a violation of applicable domestic and foreign security, privacy or data protection, consumer and other laws, regulatory or other governmental investigations, enforcement actions, and legal and financial exposure, including potential contractual liability that could have a material adverse effect on its business. In addition, the Company may be required to incur significant costs to protect against and remediate damage caused by these disruptions or security breaches in the future that could have a material adverse effect on its business.

The Company relies on the technology, infrastructure, and software applications of certain third parties in order to host or operate some of its business. Additionally, it relies on computer hardware purchased in order to operate its business. The Company does not have control over the operations of the cyber and physical facilities of the third parties that it uses. If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices (or at all), these issues could result in material errors or defects in its platforms (including causing its platforms to fail), its revenue and margins could materially decline, or its reputation and brand could be materially damaged. Additionally, the Company could be exposed to material legal or contractual liability, its expenses could materially increase, its ability to manage its operations could be materially interrupted, and its processes for servicing its customers could be materially impaired until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase its costs, and could materially and adversely affect its business. Many of these third-party providers attempt to impose limitations on their liability for such errors, disruptions, defects, performance deficiencies, or failures, and if such limitations are enforceable, the Company may have additional liability to its customers or third-party providers that could have a material adverse effect on its business. A failure to maintain its relationships with its third-party providers (or obtain adequate replacements), and to receive services from such providers that do not contain any material errors or defects, could adversely affect its ability to deliver effective products and solutions to its customers and adversely affect its business and results of operations.

Information technology infrastructure may adversely affect the Company’s activities.

The sector in which the Company operates is an IT infrastructure-intensive sector. Technical failures may occur in the control systems used in power plants, corporate management software and cloud solutions used within the Company, which may affect the production program in power plants and adversely affect the Company’s operations.

Electricity market systems managed by EPIAS, one of the most important stakeholders of the Company, are areas where IT infrastructure is of great importance. In the event of any disruption in the IT infrastructure of the operated markets, market transactions may stop, and the Company’s operations may be adversely affected.

Remote monitoring systems and automatic meter reading systems used by distribution companies are important in the measurement of power plant generation data. In addition, control systems and geographical information systems used by distribution companies are highly important IT solutions related to failures in energy transmission lines. Failures may occur in these systems, problems may arise in the measurement of electricity generated in the facilities, and the Company’s activities may be adversely affected.

Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in developing and operating the Company’s projects, which could damage its reputation, adversely affect its partner relationships or adversely affect its growth.

The Company’s success depends on its ability to develop and operate projects in a timely and consistent manner, which depends in part on the ability of third parties to provide the Company with timely and reliable products and services. In developing and operating its projects, the Company relies on products meeting its design specifications, components manufactured and supplied by third parties, and on services performed by subcontractors. The Company also relies on subcontractors to perform substantially all of the construction and installation work related to our projects.

If any of the Company’s subcontractors are unable to provide services that meet or exceed its expectations or satisfy its contractual commitments, the Company’s reputation, business and operating results could be harmed. In addition, if the Company is unable to avail itself of warranties and other contractual protections with providers of products and services, it may incur liability to its customers or additional costs related to the affected products and services, which could adversely affect its business, financial condition and results of operations. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of the Company’s projects and may require considerable expense to maintain and repair those projects. This could cause the Company to experience interruptions in its production and distribution of sustainable green energy, difficulty retaining current relationships and attracting new relationships, or harm its brand, reputation or growth.

The Company’s power plants rely on interconnections with and access to electric distribution and transmission facilities that are owned and operated by third parties, and as a result, is exposed to risks related to such facilities’ development and operational curtailment risks.

The Company’s power plants are interconnected with electric distribution and transmission facilities owned and operated by regulated utilities necessary to deliver the sustainable green energy that it produces. A failure or delay in the operation or development of these distribution or transmission facilities could result in a loss of revenues or breach of contract because such a failure or delay could limit the amount of sustainable green energy that its power plants deliver or delay the completion of construction of its projects. In addition, certain of the Company’s operating projects’ generation may be curtailed without compensation due to distribution and transmission limitations, reducing its revenues and impairing its ability to capitalize fully on a particular project’s potential. Such a failure or curtailment at levels above its expectations could impact the Company’s ability to satisfy its supply agreements and adversely affect its business. Additionally, the Company experiences work interruptions from time to time due to regulatory required maintenance shutdowns.

U.S. Business and Oil and Gas Exploration and Production (“E&P”)

Operational Risks

There is no assurance that the Company’s North American business operations will generate substantial revenues or become profitable.

The Company’s North American operations are expected to include exploration, development, and production of oil and gas properties. The Company’s U.S. subsidiary, Power Upp USA, Inc. was incorporated in August 2025 and to date, other than activities relating to the organization of the Company’s U.S. subsidiary and the acquisition of its first oil and leaseholds which it is in the process of taking over, the Company has not conducted any business operations in North America. The Company has no experience in E&P. The Company intends to use a substantial portion of the proceeds of this offering to the development of its North American business operations. See “Use of Proceeds.” There are no assurances that the Company’s North American business operations will generate substantial revenues or become profitable.

If the Company is unable to effectively manage or support its E&P business, or its Power-as-a-Service and Powered-land (Build-to-Sell PPA) structures, using the proceeds of this offering, it could materially and adversely affect its business, financial condition, and results of operations.

The Company plans to develop its E&P business with a portion of the proceeds of this offering. The Company plans to develop and grow its E&P business in North America internally and through acquisitions of oil and gas properties. In addition, the Company plans to build a distinct growth platform centered on Power-as-a-Service and Powered-land or Build-to-Sell PPA structures, targeting off-grid and behind-the-meter pipeline-gas-powered solutions for Artificial Intelligence data centers, Electric Vehicle charging, and other industrial customers, while also developing powered land with integrated data centers for sale, retaining the associated power purchase agreements. The development of the Company’s business in North America may place significant demands on its management team and its operational, administrative, and financial resources. The Company may not be able to develop its business in North America effectively or manage its growth successfully, and the failure to do so could have a material adverse effect on its business, financial condition, and results of operations.

The Company may rely upon other E&P operators who are involved in drilling for, and production of, oil and natural gas. Adverse developments affecting this industry could have a material adverse effect on its business, financial condition, and results of operations.

Demand for services in the oil and natural gas industry is cyclical, and, therefore, the Company may rely upon the production of those other E&P operators and their willingness to make capital and operating expenditures to explore for, develop and produce oil and natural gas in the jurisdictions in which it operates, which may pose risks to its business continuity and its profitability. Developments that adversely affect oil and natural gas drilling and production services could reduce the willingness of other E&P operators to make such expenditures and materially inhibit the Company’s power generation capacity and associated income streams, resulting in a material adverse effect on its business, financial condition and results of operations.

Worldwide political, economic, and military events, as well as natural disasters and other factors beyond the Company’s control, contribute to oil and natural gas price levels and volatility and are likely to continue to do so in the future. Current levels in the price of natural gas, oil, or natural gas liquids, as well as ongoing volatility, have had an adverse impact on the level of drilling, exploration and production activity, which could materially and adversely affect the Company’s business and the rates it is able to charge for electricity or profitably execute other downstream operations. Lower demand for oilfield services could resume, which would adversely affect its other downstream operations, and the Company may incur costs or experience downtime any time its suppliers’ activities are halted, reduced or refocused for various reasons.

E&P companies can also be impacted by conditions in the capital markets. Limitations on the availability of capital, or higher costs of capital, for financing expenditures may cause E&P companies to make additional reductions to capital budgets in the future. Moreover, reduced discovery rates of new oil and natural gas reserves, or a decrease in the development rate of reserves in the Company’s market areas, whether due to increased governmental regulation, including with respect to environmental matters, limitations on exploration and drilling activity or other factors, could also have an impact on its business, even in a stronger oil and natural gas price environment. An adverse development in any of these areas could have an adverse impact on the Company’s operations and its financial condition, which could indirectly result in adverse impact on its business.

The Company’s business involves many hazards and operational risks.

Conditions inherent in the oil and natural gas industry can cause personal injury or loss of life, disruption or suspension in operations, damage to geological formations, damage to facilities, substantial revenue loss, business interruption and damage to, or destruction of, property, equipment and the environment. The Company’s operations are subject to many hazards and risks, including the following:

If any of these hazards materialize, they could result in the suspension of operations, termination of contracts without compensation, damage to or destruction of the Company’s equipment and the property of others, or injury or death to its personnel or third parties and could expose the Company to substantial liability or losses. The Company may not be able to include a waiver of consequential damages in its customer contracts. Therefore, defects or other performance problems in the services that it offers could result in its customers seeking damages from the Company for losses associated with these defects or other performance problems. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. The Company’s customers may elect not to purchase its services if they view its safety record as unacceptable or otherwise experience material defects in its products or performance problems, which could cause the Company to lose customers and substantial revenue, and any litigation or claims, even if fully indemnified or insured, could negatively affect its reputation with its customers and the public and make it more difficult for the Company to compete effectively or obtain adequate insurance in the future.

The Company maintains what it believes is customary and reasonable insurance to protect its business against most potential losses, but such insurance may not be adequate to cover its liabilities, especially as the inherent risks in its operations increase with increasing well complexity, and it is not fully insured against all risks inherent in its business. If a significant accident or event occurs for which the Company is not adequately insured, it could adversely affect its financial condition and results of operations. Furthermore, the Company may not be able to maintain or obtain insurance of the type and amount it desires at reasonable rates. As a result of market conditions, premiums and deductibles for certain of its insurance policies may substantially increase. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage.

The Company’s insurance will have deductibles or self-insured retentions and contain certain coverage exclusions. The current trend in the insurance industry is towards larger deductibles and self-insured retentions. In addition, insurance may not be available in the future at rates that the Company considers reasonable and commercially justifiable, compelling it to have larger deductibles or self-insured retentions to effectively manage expenses. As a result, the Company could become subject to material uninsured liabilities or situations where it has high deductibles or self-insured retentions that expose it to liabilities that could have a material adverse effect on its business, financial condition, and relationships with employees and regulators.

Risks Related to Turkiye

We are subject to risks associated with doing business in an emerging market.

The Company mainly operates in Turkiye and derives substantially all of its revenue from activities in Turkiye, which is an emerging market. As a result, its business, results of operations, financial condition and prospects are significantly affected by the overall level of economic activity and political stability in Turkiye. External events and financial turmoil in neighboring emerging markets could disrupt the business environment in Turkiye. Moreover, financial turmoil in one or more emerging markets tends to adversely affect prices for securities in other emerging market countries. An increase in the perceived risks associated with investing in emerging economies could dampen capital flows to Turkiye and adversely affect the Turkish economy. Investors’ interest in Turkiye might be negatively affected by events in other emerging markets or the global economy in general, which could adversely affect the value of the Company’s business and/or stock price, and may result in a material adverse effect on its business, results of operations and prospects.

The Company’s headquarters and other operations and facilities are located in Turkiye and, therefore, its prospects, business, financial condition and results of operations may be adversely affected by political or economic instability in Turkiye.

Substantially all of the Company’s revenue is derived from its operations in Turkiye. Accordingly, political uncertainty, instability and economic conditions in Turkiye may directly affect its business. For example, on March 19, 2025, approximately 100 individuals were prosecuted, and many remain detained by the Turkish judiciary, including politicians, journalists, businessmen and most notably the mayor of Istanbul, who was considered to be the main opposition party’s presidential candidate. Some customers have conducted politically driven boycotts, whereby they no longer purchase merchandise from certain merchants, or decrease their use of e-commerce in general. This may have a direct and indirect adverse impact on the Company’s business. The political protests and general unrest that followed the March arrests have weakened the Turkish Lira, prompting the Central Bank of the Republic of Turkiye (“TCMB”) to sell foreign currency reserves and increase interest rates to curb further depreciation. Currency depreciation may have an adverse impact on the Company’s results of operations and financial condition, and higher interest rates may adversely affect its ability to fund its business operations.

Political matters have affected and continue to affect certain investors’ perception of Turkiye and the attractiveness of the Turkish economy from time to time. Should the March 2025 unrest and shopping boycotts described above persist and worsen or should any new developments that are considered to contribute to instability in Turkiye emerge, the value of the ADSs could decline.

Inflation in Turkiye may adversely affect the Company’s business, profitability, results of operations and the value of the ADSs.

Inflationary pressures affect the Company’s business and financial performance. The Turkish economy saw a rapid surge in inflation in 2022, 2023, 2024 and 2025 due to numerous factors. The annual consumer price index (“CPI”) increased by 30.9%, 44.4%, 64.8% and 64.3% in 2025, 2024, 2023 and 2022, respectively, as published by TurkStat, otherwise known as Turkiye Istatistik Kurumu or TUIK, which is the Turkish government agency commissioned with producing official statistics on Turkiye, its population, resources, economy, society, and culture. The annual CPI inflation reached its highest level since June 1998, at 85.5%, in October 2022. Additionally, developments in the USD/TRY and global commodity prices may materially impact the inflation outlook. As a result, the course of global economic activity, geopolitical developments and the impact of climate conditions on commodity prices must be closely monitored to understand and anticipate inflation developments in Turkiye.

The Company’s margins were adversely affected by these factors in 2023, 2024, and the first half of 2025. Notwithstanding a slowdown in inflation during 2025, the adverse impact of these factors could persist into the subsequent year. Such a prolonged negative impact may have a material adverse effect on the Company’s business, financial condition, and results of operations.

In addition, increased inflation, if any, could continue to increase the Company’s costs of operation, which has put, and is expected to continue to put, pressure on its cash requirements. The Company may not be able to keep wages and salaries at attractive levels in order to retain talent. These factors may require it to obtain additional funding from sources other than its operations to meet its working capital needs or could otherwise negatively affect its business, financial condition, and results of operations.

Following the categorization of Turkiye as a country with a three-year cumulative inflation rate greater than 100% in March 2022 by the International Practices Task Force of the Centre for Audit Quality, Turkiye has been considered as a hyperinflationary economy pursuant to IFRS rules (IAS 29 Financial Reporting in Hyperinflationary Economies), requiring companies in Turkiye reporting under IFRS, including the Company, to apply IAS 29 to their financial statements for periods ending on and after June 30, 2022. As a result, the Company had to allocate additional resources to the preparation of its IFRS financials, which resulted in additional associated expenses in 2022 and in the years since. The Company’s financial statements following the application of IAS 29 and related adjustments are no longer directly comparable to its historical financial statements. This may have created and may continue to create a challenge for investors and security analysts who look at its past performance to analyze and make forecasts about its future performance, including with respect to comparisons of current and historical margins. Therefore, investors and security analysts require additional detailed information about the Company’s business plan and its macroeconomic assumptions in order to make their own projections for the Company. The Company cannot guarantee that it will be disclosing such detailed information in relation to its business plans or macroeconomic assumptions. Even if it does so, it cannot predict whether its investors or security analysts will be able to or willing to make their own projections about the Company. See “—Risks Relating to Ownership of the ADSs—If securities or industry analysts do not publish research or reports or publish unfavorable research about our business, or we fail to meet the expectations of industry analysts, the price of the ADSs and trading volume could decline.

The Company is exposed to the risk of inadvertently violating anti-corruption, anti-money laundering, anti-terrorist financing and economic sanctions laws and regulations, as well as other similar laws and regulations.

The Company has policies and procedures designed to assist with compliance with applicable laws and regulations in Turkiye, and as a foreign private issuer listed on a U.S. stock exchange, it may be subject to U.S. anti-money laundering and anti-terrorist financing laws and regulations, including the U.S. Bank Secrecy Act of 1970, the U.S. Money Laundering Control Act of 1986, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and U.S. anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). The FCPA prohibits providing, offering, promising or authorizing, directly or indirectly, anything of value to government officials, political parties or political candidates for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the Company’s operations may be subject to economic sanctions laws and regulations imposed by the United States, the EU, the United Kingdom, or any other relevant jurisdiction. Such laws and regulations may prohibit transactions in, with, involving, or relating to certain countries or regions or certain persons or entities. For example, starting in February 2022, the United States and a number of other countries around the world have been imposing sanctions and export controls against Russia over its invasion of Ukraine including regional trade bans, designations of entities (including Russian banks and state-owned entities) and individuals as Specially Designated Nationals and Blocked Parties, and restrictions on access by Russia to financial systems.

The Company maintains internal compliance policies and procedures, but it cannot provide any assurance that these policies and procedures will be complied with or that they will prevent all violations of the applicable laws and regulations and every instance of fraud, abuse, money laundering, terrorist financing, bribery and corruption. The Company also cannot provide any assurance that potential violations of its internal compliance procedures will be uncovered through its procedures or that violations of the applicable anti-bribery or money laundering, anti-terrorist financing and economic sanctions laws and regulations will not occur. The Company has internal audit, security and other procedures in place, which are designed to prevent instances of fraud, abuse, money laundering, terrorist financing, bribery and corruption. However, despite these controls and procedures, there can be no assurance that through these and other procedures the Company uses it will timely and effectively catch any violations of its internal compliance procedures or any violations of laws and regulations, including those related to fraud, money laundering, terrorist financing, bribery, corruption and economic sanctions. Moreover, the Company may still be exposed to potential civil or criminal penalties or associated investigations under the relevant applicable laws and regulations which may, if not successfully avoided or defended, have an adverse impact on its business, prospects, financial condition or results of operations. Similarly, actual findings or mere allegations of such violations could negatively impact the Company’s reputation and limit its future business opportunities, which may cause its reputation, financial condition, and results of operations to be materially and adversely affected.

Turkiye is subject to internal and external unrest and the threat of future terrorist acts, which may affect investors’ perceptions of the risks of investing in the securities of Turkish companies.

Turkiye is located in a region that has been subject to ongoing political and security concerns. Turkiye has been subject to a number of terrorist attacks, resulting in a number of fatalities and casualties. Such incidents have had, and could continue to have, a material adverse effect on the Turkish economy, and in turn, could affect investors’ perceptions of the risks of investing in the securities of Turkish companies. Turkiye has been subject to a number of bombings, including in tourist-focused centers in Istanbul and the city center in Ankara, including incidents in Istanbul in November 2022 and Ankara in October 2023, which have resulted in multiple fatalities. Such incidents may continue to occur periodically. This type of internal and external unrest and the threat of future terrorist acts could affect investors’ perceptions of the risks of investing in the securities of Turkish companies.

Risks from events affecting Turkiye’s relationship with Russia and Ukraine.

Russia has become one of Turkiye’s most important trading partners and is the largest supplier of natural gas to Turkiye. Tourism from Russia to Turkiye constitutes another important aspect of Turkiye’s relationship with Russia. Turkiye and Russia also cooperate in other industries, including tourism, the construction industry and the ongoing construction of the Akkuyu Nuclear Power Plant, the first stage of which is expected to be commissioned in 2025. Turkiye also has important relations with Ukraine, a significant tourism and trading partner. On February 24, 2022, Russia commenced a full-scale military invasion of Ukraine. Turkiye publicly opposed the Russian invasion and subsequently acted as a host to peace negotiations between Ukraine and Russia, and helped broker a deal between the two countries to allow maritime grain shipments from Ukraine. In July 2023, President Recep Tayyip Erdogan met with Volodymyr Zelensky, President of Ukraine, in Istanbul and he stated that Ukraine deserved to be in NATO. In September 2024, the Turkish President reiterated Turkiye’s steadfast support for Ukraine’s sovereignty and territorial integrity in a video message to the Fourth Crimea Platform Leaders’ Summit. In February 2025, Turkiye hosted the negotiations between Ukrainian and Russian negotiators and the U.S. delegation in Istanbul to address concerns regarding embassy operations, including banking access and staffing stability. In March 2025, further negotiations took place, but no ceasefire was agreed. Even if a potential ceasefire agreement is ultimately agreed, there is no certainty that the conflict will not recur in the future. Turkiye’s position as a NATO member and a host to preliminary negotiations between Ukrainian and Russian negotiators may materially affect Turkiye’s global diplomatic position as well as its economic and financial condition.

Following the invasion of Ukraine, the United States, the EU, Canada, Japan and Australia have imposed sanctions on Russia, select Russian companies and select Russian nationals. Following these sanctions, thousands of Russians and Ukrainians fled to Turkiye to stay, invest, and hold assets because Turkiye did not impose any sanctions on Russia except for the closure of the Bosporus and Dardanelles straits to warships. If Turkiye were to impose such sanctions, this may have a material adverse effect on Turkiye’s economy and financial condition due to Turkiye’s significant trade, natural gas supply and tourism relationships with Russia. Although sanctioning countries including the United States and the EU have not taken measures against Turkiye, they could do so if they determined that Turkiye supported Russia’s war efforts including, for example, by failing to impose sanctions on Russia, which could have a material adverse effect on Turkiye’s economy. Heightened tensions, if any, between Turkiye and Russia, or Ukraine, or the sanctioning countries such as the U.S. could materially negatively affect global macroeconomic conditions and the Turkish economy, which would have a material adverse effect on the Company’s business and results of operations.

Risks from events affecting Turkiye’s relationship with the EU.

Turkiye commenced negotiations on its accession to the EU on October 3, 2005, and continues to express its intention to join the EU at some point in the future.

On October 30, 2024, the European Commission published its 2024 country report on Turkiye, conveying criticism but stating that Turkiye remains a key partner and a candidate country for the EU, making reference to Turkiye’s improving relations with Greece and the increase in its trade volume with the EU, which led to it becoming the EU’s fifth largest trading partner in 2023. Turkiye’s accession depends on a number of economic and political factors relating to both Turkiye and the EU. Although the shared objective of the negotiations is accession, these negotiations are an open-ended process, the outcome and timing of which cannot be guaranteed. Further delays or other adverse developments in Turkiye’s accession to the EU may have a negative effect on Turkiye’s economic performance and credit ratings and could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

Additionally, in recent years, several important natural gas reserves have been discovered in the eastern Mediterranean, where Turkiye has also been engaging in exploration activities.

The EU and Turkiye have supported conflicting claims to the gas in these waters. On November 11, 2019, the EU adopted a framework for imposing sanctions on individuals or entities responsible for, or involved in, drilling and exploration activities. In October 2020, both France and Greece asked the EU to consider suspending the bloc’s customs union agreement with Turkiye.

Any decision by the EU to abolish the customs union with Turkiye, end Turkiye’s EU accession bid or impose additional sanctions on Turkiye might cause a deterioration in the relationship between Turkiye and the EU, impede Turkiye’s access to EU funding and have a material adverse impact on Turkiye’s economy.

Risks Related to this Offering and Ownership of the ADSs

An active trading market for the ADSs may not be established or, if established, may not continue and the trading price for the ADSs may fluctuate significantly.

Prior to this offering, there has been no public market for the Company’s ordinary shares or the ADSs. The Company cannot assure you that a liquid public market for the ADSs will be established. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be materially and adversely affected. The initial public offering price for the ADSs in this offering was determined by negotiation between the Company and the underwriters based upon several factors, and the Company can provide no assurance that the trading price of the ADSs after this offering will not decline below the initial public offering price. As a result, investors in the ADSs may experience a significant decrease in the value of their ADSs.

The Company may not be able to satisfy the Nasdaq Capital Market’s listing requirements or maintain a listing of the ADSs on the Nasdaq Capital Market which could limit investors’ ability to make transactions in the ADSs and subject the Company to additional trading restrictions.

The Company has applied to list the ADSs on the Nasdaq Capital Market and the closing of this offering is conditional upon the approval of Nasdaq of its listing. For approval of its application to list and in order to continue listing its ADSs on the Nasdaq Capital Market, the Company must maintain certain financial and ADS price levels, and it may be unable to meet these requirements now or in the future. Even if its ADSs are initially listed, the Company cannot assure the investor that the ADSs will continue to be listed on the Nasdaq Capital Market in the future.

If Nasdaq delists the ADSs from trading on its exchange and the Company is not able to list the ADSs on another national securities exchange, the Company expects the ADSs could be quoted on an over-the-counter market. However, if the Company were to be delisted from Nasdaq, it could face significant material adverse consequences, including:

The Company can provide no assurance that any action taken by it to restore compliance with listing requirements would be sufficient to maintain its listing or allow the ADSs to become listed again, stabilize the market price or improve the liquidity of the ADSs, prevent the ADSs from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

If the Company were no longer listed on Nasdaq, the ADSs may no longer qualify as “covered securities” for the purposes of Section 18(b) of the Securities Act and Rule 146 thereunder. As such, the ADSs would be subject to regulations in each state in which the Company may offer its securities which would add additional complexity, time and expense to ensure compliance with the applicable state’s securities laws with respect to ADSs being purchased or sold in that state, which may have a material adverse effect on its business, financial condition and/or results of operations. An active, liquid trading market for the ADSs may not be maintained.

The price of the ADSs might fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of the ADSs may prevent you from being able to sell your ADSs at or above the price you paid for such securities. The trading price of the ADSs has been and may continue to be volatile and subject to wide price fluctuations in response to various factors, including:

These and other factors might cause the market price of the ADSs to fluctuate substantially, which might limit or prevent investors from readily selling their ADSs and may otherwise negatively affect the liquidity of the ADSs. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Accordingly, the price of the ADSs could fluctuate based upon factors that have little or nothing to do with the Company, and these fluctuations could materially reduce its share price. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. The Company may be involved in future litigation which may have a material adverse effect on its financial condition and results of operations.

If securities or industry analysts do not publish research or reports about the Company’s business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the Company’s shares will be influenced by research or reports that industry or securities analysts publish about its business. If one or more analysts downgrade the Company’s shares, the market price for the ADSs would likely decline. If one or more of these analysts cease to cover the Company or fail to regularly publish reports on it, it could lose visibility in the financial markets, which in turn could cause the market price or trading volume for the ADSs to decline.

Because the Company does not expect to pay dividends in the foreseeable future, you must rely on price appreciation of the ADSs for a return on your investment.

The Company currently intends to retain all of its available funds and any future earnings after this offering to fund the development and growth of its business. As a result, the Company does not expect to pay any cash dividends in the foreseeable future. Therefore, the investor should not rely on an investment in the ADSs as a source for any future dividend income. The Board of Directors may resolve either not to distribute any dividends for the relevant financial year or to propose the distribution of a certain amount of dividends, subject to the approval of the General Assembly of shareholders. Under Turkish law, a Turkish company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if the Company’s Board of Directors decides to declare and pay dividends (by way of a simple majority decision of its directors), the timing, amount and form of future dividends, if any, will depend on, among other things, its future results of operations and cash flow, its capital requirements and surplus, the amount of distributions, if any, received by the Company from its subsidiaries, its financial condition, contractual restrictions and other factors as determined by its Board of Directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment.

Because the Company’s initial public offering price per ADS is substantially higher than its net tangible book value per ordinary share, the investor will experience immediate and substantial dilution.

If the investor purchases ADSs in this offering, they will pay substantially more than the Company’s net tangible book value per share. As a result, the investor will experience immediate and substantial dilution of US$[*] per ADS, representing the difference between the Company’s pro forma as adjusted net tangible book value per ADS of US$[*] as of December 31, 2025, after giving effect to the net proceeds to the Company from this offering, assuming no change to the number of ADSs representing ordinary shares offered as set forth on the cover page of this prospectus and an assumed initial public offering price of US$[*] per ADS (the midpoint of the price range set forth on the cover page of this prospectus). See “Dilution” for a more complete description of how the value of your investment in the ADSs will be diluted upon the completion of this offering.

A significant portion of the total outstanding ADSs representing ordinary shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the ADSs to drop significantly, even if the Company’s business is doing well.

Sales of a substantial number of ADSs in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of the ADSs. Immediately after this offering, the Company will have outstanding [*] ADSs based on the number of ADSs outstanding as of the date of this prospectus, assuming no exercise of the underwriters’ over-allotment option. This includes the ADSs representing ordinary shares sold in this offering, which may be resold in the public market immediately without restriction, unless purchased by the Company’s affiliates or existing shareholders. Of that amount, [*] ADSs are currently restricted as a result of securities laws and/or lock-up agreements but will be able to be sold after the closing of this offering, subject to securities laws and/or lock-up agreements. If held by one of the Company’s affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act. See “ADSs Eligible for Future Sale.”

Investors must rely on the judgment of the Company’s management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase its share price.

The Company intends to use the net proceeds of this offering as set out in “Use of Proceeds.” However, its management will have considerable discretion in the application of the net proceeds received by us in this offering. The investor will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve the Company’s efforts to achieve or maintain profitability or increase its share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value. The Company’s expected use of net proceeds from this offering represents its current intentions based upon its present plans and business conditions. As of the date of this prospectus, the Company cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of its actual use of the net proceeds will vary depending on numerous factors, including the amount of cash used in its operations, which can be highly uncertain, subject to substantial risks and can often change. The Company’s management will have broad discretion in the application of the net proceeds, and investors will be relying on its judgment regarding the application of the net proceeds from this offering.

Investors may not be able to exercise their rights to vote the ordinary shares underlying the ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by their ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of the Company’s ordinary shares, including any general meeting of its shareholders, if the Company so requests, the depositary will, as soon as practicable thereafter, fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights and distribute to the holders as of the record date (i) the notice of the meeting or solicitation of consent or proxy sent by the Company, (ii) a statement that such holder will be entitled to give the depositary instructions and (iii) a statement as to the manner in which instructions may be given by the holders. ADS holders may instruct the depositary of their ADSs to vote the ordinary shares underlying their ADSs. Otherwise, they will not be able to exercise their right to vote unless they withdraw the Company’s ordinary shares underlying the ADSs they hold. However, ADS holders may not know about the meeting far enough in advance to withdraw those ordinary shares. The Company cannot guarantee that ADS holders will receive the voting materials in time to ensure that they can instruct the depositary to vote the ordinary shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. Local trade registry office practices and interpretations of regulations governing proxy collection from ADS holders have been evolving and may be subject to further change from time to time. For example, the Trade Registry recently imposed additional documentation requirements and took longer to register the voting results of the general assembly. This means that ADS holders may not be able to exercise their right to vote, and there may be nothing they can do if the ordinary shares underlying their ADSs are not voted as requested.

Shareholders and ADS holders may not be able to exercise preemptive rights and, as a result, may experience substantial dilution upon future issuances of ordinary shares.

In the event of an issuance of ordinary shares, including for purposes of a capital increase, subject to certain exceptions, each shareholder will have a pro rata preemptive right in proportion to the aggregate nominal value of the ordinary shares held by such holder. These preemptive rights may be restricted or excluded by a resolution of a general meeting of shareholders or by the board of directors, which is authorized to restrict preemptive rights under a registered capital system. This could cause existing shareholders and ADS holders to experience substantial dilution of their interest in the Company. In the United States, the Company may be required to file a registration statement under the Securities Act to implement preemptive rights. The Company can give no assurances that an exemption from the registration requirements of the Securities Act would be available to enable U.S. holders of ordinary shares or holders of ADSs to exercise such preemptive rights and, if such exemption is available, the Company may not take the steps necessary to enable U.S. holders of ordinary shares or holders of ADSs to rely on it. Accordingly, investors may not be able to exercise preemptive rights on future issuances of ordinary shares, and, as a result, their percentage ownership interest in the Company could be diluted. Furthermore, rights offerings are difficult to implement effectively under the current U.S. securities laws, and the Company’s ability to raise capital in the future may be compromised if it need to do so through a rights offering in the United States.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing the Company’s ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against the Company or the depositary arising out of or relating to its shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If the Company or the depositary was to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To the Company’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The Company believes that this would be the case with respect to the deposit agreement and the ADSs. It is advisable that investors consult legal counsel regarding the jury waiver provision before investing in the ADSs.

If an investor or any other holders or beneficial owners of ADSs bring a claim against the Company or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, such investor, holder, or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against the Company or the depositary. If a lawsuit is brought against the Company or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any holder or beneficial owner of ADSs or by the Company or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Dividends paid to holders of the ADSs, who are not tax resident in Turkiye, will be subject to a 15% withholding tax.

Dividends payable by a joint stock company that has its legal and/or business center in Turkiye to shareholders (both individual and corporate) who are not tax residents of Turkiye (i.e., non-residents), and who do not have a permanent establishment constituted in Turkiye through a permanent representative or place of business therein are subject to a 15% withholding tax to be deducted by the Turkish corporation from the gross amount of dividend distribution to its shareholders. Dividends distributed to a legal entity in Turkiye (which must be registered for corporate tax in Turkiye) are exempt from such withholding tax. There is a presumption that ADSs representing the Company’s ordinary shares are being held by non-resident holders that do not have a taxable presence in Turkiye such as a permanent establishment constituted through a representative or place of business therein. Therefore, any dividends that the Company may decide to distribute in the future in respect of the ADSs will be subject to this 15% withholding tax based on the corresponding gross amount of distribution, which could adversely affect the value of an investor’s investment. Turkiye’s tax treaties with different countries may provide reduced dividend withholding taxes such as 5%; however, such reduced tax rates are not usually applicable to portfolio type investments because of minimum shareholding ratio requirements stipulated in most of Turkiye’s tax treaties. Therefore, the final withholding tax burden for ADS holders should be determined by considering each holder’s tax residency status as well as other conditions in the respective tax treaties. See “Certain Material Tax Considerations—Material Turkiye Tax Considerations.”

Holders of ADSs may not receive distributions on our Ordinary Shares or any value for them if it is illegal or impractical to make them available to such holders.

The depositary of the ADSs will agree to pay holders of ADSs any cash dividends or other distributions it or the custodian for the ADSs receives on the Ordinary Shares or other deposited securities after deducting its fees and expenses. Holders of ADSs will receive these distributions in proportion to the number of our Ordinary Shares that such ADSs represent. However, the depositary will not be responsible for making such payments or distributions if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act, but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts made by the depositary. We have no obligation to take any other action to permit distributions on our Ordinary Shares to holders of ADSs. This means that holders of ADSs may not receive the distributions we make on our Ordinary Shares if it is illegal or impractical to make them available to such holders. These restrictions may materially reduce the value of the ADSs.

Holders of ADSs may be subject to limitations on transfer of their ADSs.

ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer, or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

We may amend the deposit agreement without consent from holders of ADSs and, if such holders disagree with our amendments, their choices will be limited to selling the ADSs or withdrawing the underlying Ordinary Shares.

We may agree with the depositary to amend the deposit agreement without consent from holders of ADSs. If an amendment increases fees to be charged to ADS holders or prejudices a material right of ADS holders, it will not become effective until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, ADS holders are considered, by continuing to hold their ADSs, to have agreed to the amendment and to be bound by the amended deposit agreement. If holders of ADSs do not agree with an amendment to the deposit agreement, their choices will be limited to selling the ADSs or withdrawing the underlying Ordinary Shares. No assurance can be given that a sale of ADSs could be made at a price satisfactory to the holder in such circumstances.

As a company incorporated in Turkiye, the Company is permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq’s corporate governance listing rules even though we are considered a “controlled company” under Nasdaq corporate governance rules. These practices may afford less protection to shareholders than they would enjoy if the Company complied fully with Nasdaq’s corporate governance listing standards.

As a company incorporated in Turkiye, the Company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of Nasdaq. These practices may afford less protection to shareholders than they would enjoy if the Company complied fully with corporate governance listing requirements of Nasdaq. Following this offering, the Company will rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely (i) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5605(b)(1) that a majority of the members of its board of directors be independent (although all of the members of the audit committee must be independent under the Exchange Act); (ii) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5605(b)(2) to have regularly scheduled meetings at which only independent directors attend, and the Company will follow home country practice that permits it not to hold regular executive sessions where only independent directors are present; (iii) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5620(b) that a company solicit proxies for all shareholder meetings and the Company will follow home country practice that permits it not to solicit proxies; (iv) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5620(c) that an issuer provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than 331∕3% of the outstanding voting stock (Turkish law generally allows a shareholders’ meeting to proceed with at least 25% of the voting shares represented, except in certain cases where a higher quorum is specifically required by law); (v) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5630 that the audit committee or another independent body of the board of directors review and oversee all related party transactions; and (vi) there will not be a necessity to comply with the requirements under Nasdaq Listing Rule 5635 relating to matters requiring shareholder approval to take the actions set out in Nasdaq Listing Rule 5635.

The Company has discretion whether to request the depositary to solicit voting instructions from ADS holders, which may limit your ability to vote.

Holders of our ADSs do not have the same voting rights as direct holders of our Ordinary Shares, who may vote at shareholder meetings. ADS holders may only instruct the depositary how to vote the Ordinary Shares underlying their ADSs, and the depositary will only notify ADS holders of shareholder meetings and solicit voting instructions if we request it to do so in writing under the deposit agreement.

We generally intend to request that the depositary solicit voting instructions from ADS holders in connection with annual general meetings and extraordinary general meetings of shareholders that involve material matters (such as the election of directors, approval of financial statements, or significant corporate transactions), subject to the deposit agreement and applicable laws and regulations in Turkiye. However, we have sole discretion whether to make such a request for any particular meeting or matter, and we may elect not to do so in certain circumstances, including:

If we do not request the depositary to solicit voting instructions, ADS holders may not be aware of a voting event, will not receive voting materials and there will be no general solicitation of ADS holders to provide instructions to the depositary with respect to those matters. If we do not request the depositary to solicit voting instructions, ADS holders can still send voting instructions to the depositary, and, in that case, the depositary may try to vote such instructions, but it is not required to do so. Even when we do request solicitation, there can be no assurance that ADS holders will receive voting materials in sufficient time to provide instructions before the depositary’s cutoff date. The depositary will endeavor to vote the underlying shares only in accordance with timely instructions it receives.

ADS holders have the right under the deposit agreement to surrender their ADSs and take delivery of the underlying Ordinary Shares. If an ADS holder surrenders its ADSs sufficiently in advance of the record date for a shareholder meeting and becomes a registered holder of the underlying Ordinary Shares on the Company’s share register by that record date, the holder may then vote those shares directly at the meeting, subject to compliance with any applicable procedures, timing requirements, and home country laws. This cancellation process involves fees, expenses, and potential delays, ADS holders may not know about the meeting far enough in advance to withdraw the Ordinary Shares, and there is no assurance that it can be completed in time for any particular meeting. As a result, your ability to influence corporate decisions through voting may be significantly limited, and the interests of ADS holders may not be fully represented in shareholder votes. This could adversely affect and limit the governance of the Company from the perspective of ADS investors and potentially impact the market price of the ADSs.

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Turkiye based on United States or other foreign laws against the Company and its management.

We are incorporated in Turkiye and, until the formation of our U.S. subsidiary in August of 2025, all of our business operations have been conducted in Turkiye, and all of our assets have been located in Turkiye. In addition, most of our directors and officers are nationals and residents of countries other than the United States whose assets are substantially located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed our North American subsidiary, Power Upp USA, Inc., whose executive offices are located in Fort Lauderdale, Florida, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. There is no bilateral treaty or multilateral convention in force between the United States and Turkiye providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Turkiye. The enforcement of any foreign judgment obtained in the United States is done by way of an action commenced in the Turkish Courts.

According to Article 54 of the International Private and Procedural Law, the competent Turkish court shall grant the enforcement decision under the following conditions:

a) There exists an agreement based on the principle of reciprocity between the Turkiye and the state in which the judgment was rendered, or a statutory provision or de facto practice in that state allowing for the enforcement of judgments rendered by Turkish courts.

b) The judgment has been rendered in a matter that does not fall under the exclusive jurisdiction of Turkish courts, or -provided that the defendant raises an objection -the judgment has not been rendered by a court of a foreign state which granted itself jurisdiction despite the absence of a real connection between the dispute or the parties.

c) The judgment is not manifestly contrary to public policy.

d) Pursuant to the laws of the country where the judgment was rendered, the person against whom enforcement is sought was duly summoned to the court that rendered the judgment, or was properly represented before that court, and the judgment was not rendered in absentia or in default in a manner contrary to those laws; and such person did not raise any objections before the Turkish court regarding any of these issues.

Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against the Company, its directors and officers. It is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be upheld by the courts of Turkiye.

The Company is a Turkish joint stock company. The rights of its shareholders under Turkish law may be different from the rights of shareholders under the laws of U.S. jurisdictions.

The Company is a Turkish joint stock company. Its corporate affairs are governed by its Amended and Restated Articles of Association and by the Turkish Commercial Code No. 6102, (the “TCC”). The rights of shareholders and the responsibilities of members of its board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. See “Management—Corporate Governance Practices.” The rights of the Company’s shareholders and the fiduciary responsibilities of its directors under Turkish law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, Turkiye has a less exhaustive body of securities laws than the United States. In addition, some U.S. states, such as the State of Delaware, have more comprehensive and judicially interpreted bodies of corporate law than Turkiye. For example, the Company is not aware of any reported class actions having been brought in Turkish courts. Such actions are ordinarily available in respect of United States corporations in United States courts. As a result, the holders of the ADSs could face different considerations in and have more difficulty protecting their interests in actions against its management, directors or controlling shareholder than would shareholders of a corporation incorporated in a jurisdiction in the United States, and the Company’s ability to protect its own interests may be limited if it is harmed in a manner that would otherwise give rise to jurisdiction in a United States federal or state court. See “Description of Share Capital and Governing Documents—Comparison of Turkish Corporate Law and Delaware Corporate Law.”

The Company is an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

The Company is an “emerging growth company,” as defined in the JOBS Act, and it may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as it remains an emerging growth company. As a result, if the Company elects not to comply with such auditor attestation requirements, its investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period, although it has adopted certain new and revised accounting standards based on transition guidance permitted under such standards in advance. As a result of this election, the Company’s future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We will incur substantially increased costs as a result of being a public company.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our Board of Directors or as executive officers.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

The Company is a foreign private issuer within the meaning of the Exchange Act, and as such it is exempt from certain provisions applicable to United States domestic public companies.

Because the Company is a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

The Company will be required to file an annual report on Form 20-F within four months of the end of each financial year. In addition, it intends to publish its financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information the Company is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, investors may not be afforded the same protections or information that would be made available to them if they were investing in a U.S. domestic issuer.

If the Company fails to implement and maintain an effective system of internal controls, it may be unable to accurately report the results of its operations, meet its reporting obligations or prevent fraud, and investor confidence and the market price of its shares may be materially and adversely affected.

The Company will be subject to the reporting requirements of the Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 and the rules and regulations of Nasdaq after it is successfully listed on the Nasdaq Capital Market. The Company’s independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. However, in the course of auditing its consolidated financial statements for the financial statements included elsewhere in this prospectus, the Company identified material weaknesses in our internal control over financial reporting.

As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relates to 1) insufficient accounting and financial reporting resources and technical expertise and 2) inadequate accounting controls, procedures, and supporting documentation. In response to the material weaknesses identified prior to this offering, the Company plans to implement a number of measures to address the material weaknesses identified, including but not limited to (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in IFRS accounting and SEC reporting; (ii) organizing regular training for our accounting staffs, especially training related to IFRS and SEC reporting requirements; and (iii) establishing an audit committee and strengthening corporate governance.

However, we cannot assure you that we will not identify additional material weaknesses or significant deficiencies in the future. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that the Company includes a report of management on internal control over financial reporting in its annual report on Form 20-F starting from the second annual report on Form 20-F. In addition, once the Company ceases to be an “emerging growth company” as such term is defined under the JOBS Act, its independent registered public accounting firm must attest to and report on the effectiveness of internal control over financial reporting. Management may conclude that internal control over financial reporting is not effective. Moreover, even if management concludes that internal control over financial reporting is effective, the independent registered public accounting firm, after conducting its own independent testing, may issue a qualified report if it is not satisfied with the internal controls or the level at which controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently. In addition, as a public company, reporting obligations may place a significant strain on management, operational and financial resources and systems for the foreseeable future. The Company may be unable to complete the timely evaluation testing and any required remediation in the future.

During the course of documenting and testing internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, additional weaknesses and deficiencies may be identified. If the Company fails to maintain the adequacy of internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, it may not be able to conclude on an ongoing basis that effective internal control over financial reporting exists. Failure to achieve and maintain an effective internal control environment could result in material misstatements in financial statements and failure to meet reporting obligations, which would likely cause investors to lose confidence in reported financial information. This could in turn limit access to capital markets, harm results of operations and lead to a decline in the trading price of the Company’s shares. Additionally, ineffective internal control over financial reporting could expose the Company to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from the stock exchange on which it lists, regulatory investigations, and civil or criminal sanctions. The Company may also be required to restate its financial statements from prior periods.

If the Company is classified as a passive foreign investment company, United States taxpayers who own its securities may have adverse United States federal income tax consequences.

The Company is a non-U.S. corporation and, as such, it will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If the Company is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds its securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

While the Company does not expect to become a PFIC, because the value of its assets for purposes of the asset test may be determined by reference to the market price of its ordinary shares, fluctuations in the market price of its ADSs may cause it to become a PFIC for the current or subsequent taxable years. The determination of whether the Company will be or become a PFIC will also depend, in part, on the composition of its income and assets. If the Company determines not to deploy significant amounts of cash for active purposes, its risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that the Company will not be a PFIC for the current taxable year or any future taxable year.

For a more detailed discussion of the application of the PFIC rules to the Company and the consequences to U.S. taxpayers if it was determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

General Risks

Increased leverage could adversely impact the Company’s business, financial condition and results of operations.

The Company may incur additional debt to finance its operations or for future growth, including funding acquisitions. A high degree of leverage could have important consequences for the Company. For example, it could:

The Company’s ability to make payments on and refinance any debt that it may incur will depend on its ability to generate cash in the future from operations, financing or asset sales. The Company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that it cannot control. If the Company cannot service its future debt or repay or refinance its future debt as it becomes due, it may be forced to sell assets or take other disadvantageous actions, including (1) reducing funding in the future for working capital, capital expenditures and general corporate purposes or (2) dedicating an unsustainable level of its cash flow from operations to the payment of principal and interest on its indebtedness. In addition, if the Company incurs significant future indebtedness, its ability to withstand competitive pressures and to react to changes in the energy industry could be impaired. The lenders or other investors who hold future debt that the Company fails to service or on which it otherwise default could also accelerate amounts due, which could potentially trigger a default or acceleration of other debt it may incur.

The Company is highly dependent on its senior management team and other highly skilled personnel, and if it is not successful in attracting or retaining highly qualified personnel, it may not be able to successfully implement its business strategy.

The Company’s success depends, in significant part, on the continued services of its senior management team and on its ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineering, design, finance and support personnel. The Company’s senior management team has extensive experience in the energy industry, and it believes that their depth of experience is instrumental to the Company’s continued success. The loss of any one or more members of the Company’s senior management team, for any reason, including resignation or retirement, could impair its ability to execute its business strategy and adversely affect its business, financial condition and results of operations.

Competition for key personnel is intense, and the Company’s ability to attract and retain key personnel is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent, and the Company cannot assure investors that it will be successful in attracting or retaining such personnel now or in the future. Any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force the Company to pay significantly higher wages, which may harm its profitability. The inability to hire, develop and retain these key employees may adversely affect the Company’s business, financial condition, and results of operations.

Future issuances of the ADSs or Ordinary Shares or securities convertible into, or exercisable or exchangeable for, the ADSs or Ordinary Shares could cause the market price of the ADSs to decline and would result in the dilution of your holdings.

Future issuances of the ADSs or our Ordinary Shares or securities convertible into, or exercisable or exchangeable for, the ADSs or our Ordinary Shares could cause the market price of the ADSs to decline. We cannot predict the effect, if any, of future issuances of our securities on the price of the ADSs. In all events, future issuances of the ADSs or our Ordinary Shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur could adversely affect the market price of the ADSs.

After the completion of this offering, share ownership will remain concentrated in the hands of our directors and major shareholders, who will continue to be able to exercise a direct or indirect controlling influence on us.

Yesil Holding A.S. and Lia Invest LLC (the “Founders”) hold 100% of our outstanding Group A Ordinary Shares. Each Group A share has five votes and the holders of the Group A Ordinary Shares have the right to nominate up to half of the members of the Board of Directors. Prior to the effectiveness of the registration statement of which this prospectus forms a part, the Company will adopt its Amended and Restated Articles of Association, which will eliminate the dual Group A and Group B share structure and result in a single class of ordinary shares, with each Group A and Group B share converting into one ordinary share on a one-for-one basis. However, the Founders and their permitted transferees will continue to beneficially own [___] Ordinary Shares, which will represent [*]% of the voting power of all of our Ordinary Shares. The interests of the these shareholders may differ from the interests of the Company’s other shareholders. These shareholders, acting together, will have the ability to control the outcome of all matters that require approval by the Company’s shareholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other shareholders, including those who purchase ADSs in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of the Company that other shareholders may view as beneficial.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary”, “Risk Factors”, “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors”, which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, the Company and its representatives may from time to time make other oral or written statements which are forward-looking statements, including in its periodic reports that it will file with the SEC, other information sent to its shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond the Company’s control. In addition, these forward-looking statements reflect the Company’s current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Investors should read this prospectus and the documents that the Company references in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that the Company’s actual future results or performance may be materially different from what it expects.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our ADSs. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Company is incorporated in Turkiye and, until the formation of its U.S. subsidiary in August of 2025, all of its business operations have been conducted in Turkiye, and all of its assets have been located in Turkiye. In addition, most of the Company’s directors and officers are nationals and residents of countries other than the United States whose assets are substantially located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Company or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against the Company or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

The Company has appointed its North American subsidiary, Power Upp USA, Inc., whose executive offices are located in Fort Lauderdale, Florida, as its agent upon whom process may be served in any action brought against the Company under the securities laws of the United States.

There is no bilateral treaty or multilateral convention in force between the United States and Turkiye providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Turkiye. The enforcement of any foreign judgment obtained in the United States is done by way of an action commenced in the Turkish Courts.

According to Article 54 of the International Private and Procedural Law, the competent Turkish court shall grant the enforcement decision under the following conditions:

a) There exists an agreement based on the principle of reciprocity between Turkiye and the state in which the judgment was rendered, or a statutory provision or de facto practice in that state allowing for the enforcement of judgments rendered by Turkish courts.

b) The judgment has been rendered in a matter that does not fall under the exclusive jurisdiction of Turkish courts, or provided that the defendant raises an objection -the judgment has not been rendered by a court of a foreign state which granted itself jurisdiction despite the absence of a real connection between the dispute or the parties.

c) The judgment is not manifestly contrary to public policy.

d) Pursuant to the laws of the country where the judgment was rendered, the person against whom enforcement is sought was duly summoned to the court that rendered the judgment, or was properly represented before that court, and the judgment was not rendered in absentia or in default in a manner contrary to those laws; and such person did not raise any objections before the Turkish court regarding any of these issues.

Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against the Company, its directors and officers. It is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be upheld by the Turkiye courts.

USE OF PROCEEDS

The Company expects to receive approximately US$[*] (or US$[*] if the underwriters exercise their over-allotment option in full) of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$[*] payable by the Company.

The Company currently intends to use the net proceeds from this offering for (1) its North American operations, including, but not limited to, (a) acquiring leasehold and other property interests in oilfield and gas properties, (b) exploring, developing, and producing oil and gas within North America, (c) acquiring equipment and other infrastructure for conducting its North American operations; and (d) deploying data center infrastructure to capitalize on and add value to its renewable energy operations; (2) research and development of its operations in Turkiye and North America; and (3) working capital and general corporate purposes.

The Company anticipates an approximate allocation of the use of net proceeds as follows:

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$[*] per ADS (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to the Company from this offering by US$[*] million, assuming that the number of ADSs offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. An increase (decrease) of 1.0 million in the number of ADSs offered in this offering would increase (decrease) the net proceeds to the Company from this offering by US$[*] million, assuming the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Company has not determined the specific amounts it plans to spend on each of the areas listed above beyond the range of expenditure set out, or the specific timing of such expenditures. The Company’s management will have broad discretion as to the application of the net proceeds from this offering to expand its U.S. operations within these and other categories and may use them for purposes other than those contemplated at the time of this offering. Accordingly, investors will be relying on the judgment of the Company’s management with regard to the use of these net proceeds, and they will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately. However, the Company anticipates that the net proceeds of this offering will be sufficient to fund its proposed projects over the next 12 months. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for the Company.

Pending their use, the Company plans to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, or certificates of deposit.

CAPITALIZATION

The following table sets forth the Company’s capitalization as of December 31, 2025:

The as adjusted information below is illustrative only, and the Company’s capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to the Company from the offering. Investors should read this table in conjunction with “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s consolidated financial statements and related notes included elsewhere in this prospectus.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$ [*] per ADS (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the additional paid-in capital, total equity and total capitalization on a pro forma as adjusted basis by approximately US$[*] million, assuming that the number of ADSs offered as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. An increase (decrease) of 1.0 million in the number of ADSs offered as set forth on the cover page of this prospectus, would increase (decrease) the additional paid-in capital, total equity and total capitalization on a pro forma as adjusted basis by approximately US$[*] million, assuming no change in the assumed initial public offering price per ordinary share as set forth on the cover page of this prospectus.

DILUTION

Investors purchasing ADSs in this offering will experience immediate and substantial dilution in the as adjusted net tangible book value per ordinary share. Dilution in as adjusted net tangible book value represents the difference between the initial public offering price of the ADSs representing the ordinary shares and the as adjusted net tangible book value per ordinary share immediately after the offering.

Historical net tangible book value per ordinary share represents the Company’s total tangible assets (total assets excluding other intangible assets, net) less total liabilities, divided by the number of outstanding ordinary shares. After giving effect to the sale of the ADSs in this offering at an assumed initial public offering price of US$[*] per ADS (the midpoint of the price range set forth on the cover page of this prospectus), after deducting US$[*] in underwriting discounts and commissions and estimated offering expenses paid or payable by the Company of approximately US$[*] (and assuming completion of the closing mechanics described in “Underwriting – Share Lending Agreement”), the pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately US$[*] or US$[*] per ordinary share. This represents an immediate increase in as adjusted net tangible book value of US$[*] per ordinary share to the Company’s existing shareholders and an immediate dilution of US$[*] to new investors purchasing ADSs in this offering.

The following table illustrates this dilution on a per ordinary share basis to new investors at the assumed public offering price per ADS of US$[*]:

A US$1.00 increase (decrease) in the assumed initial public offering price of US$[*] per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value by US$[*] and increase (decrease) dilution to new investors by US$[*] per ordinary share, in each case assuming that the number of ADSs offered, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

If the underwriters exercise in full their option to purchase additional ADSs in this offering, the pro forma as adjusted net tangible book value after the offering would be US$[*], the increase in net tangible book value to existing shareholders would be US$[*] per ordinary share, and the dilution to new investors would be US$[*] per ADS, in each case assuming an initial public offering price of US$[*] per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus.

The following table summarizes, on an a pro forma adjusted basis as of June 30, 2026, the differences between existing shareholders and the new investors with respect to the number of ordinary shares represented by ADSs purchased in this offering, the total consideration paid and the average price per ordinary share or ADS before deducting the estimated commissions to the underwriters and the estimated offering expenses payable by the Company.

● [*] Ordinary shares reserved for future issuance under our 2026 Equity Incentive Plan (which is equal to [*]% of our issued and outstanding ordinary shares immediately after the consummation of this offering, less the number of outstanding option grants).

The table below assumes the underwriters exercise their over-allotment option in full:

● [*] ordinary shares reserved for future issuance under our 2026 Equity Incentive Plan (which is equal to [*]% of our issued and outstanding ordinary shares immediately after the consummation of this offering, less the number of outstanding option grants).

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the ADSs and other terms of this offering determined at the pricing.

DIVIDENDS AND DIVIDEND POLICY

The payment of dividends is regulated by Turkish Commercial Code (Law No. 6102) and the Company’s Amended and Restated Articles of Association. According to the Company’s Amended and Restated Articles of Association, the Company’s net profit for the period is the remaining amount after deducting all types of expenses from the income determined at the end of the financial period. According to the Company’s Amended and Restated Articles of Association: a) 5% of the net profit for the period shall be set aside as general legal reserves until such reserves reach 20% of the paid-in capital, and b) 5% of the remaining amount shall be distributed to the shareholders as dividends. The General Assembly, upon recommendation of the Company’s Board of Directors, is authorized to resolve that the remaining portion of the net profit, after deducting the amounts specified in subparagraphs (a) and (b) above, may be set aside as reserves without distribution, or be distributed partially or fully. The General Assembly may also resolve to distribute advance dividends to the shareholders in accordance with applicable Turkish legislation. The calculation and distribution of advance dividends shall be carried out in compliance with the provisions of the applicable Turkish legislation. The Company has not declared or paid dividends to date.

While the Company currently has no plans to distribute dividends, in the event dividends are considered in the future, the Company’s board will take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that the Company’s Board of Directors may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of the Company’s shareholders, its Amended and Restated Articles of Association, as well as any other applicable Turkish laws. Even if the Company’s Board of Directors decides to pay dividends, the form, frequency and amount will depend upon its future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

If the Company declares cash dividends in the future, they will be distributed exclusively in Turkish Lira. Any dividends received by the depositary in a currency other than U.S. dollars will be converted into U.S. dollars. Following this conversion, the resulting amounts will be distributed to holders of ADSs, after applicable taxes or other governmental charges, fees, and expenses incurred have been deducted. As the Turkish Lira is continuously subject to exchange rate fluctuations, exposure to currency risk will be experienced by ADS holders, particularly between the date dividends are declared and the date on which payments are made. Subject to the Company’s Amended and Restated Articles of Association, each ordinary share confers on the holder (i) the right to an equal share in any distribution paid by the Company in accordance with the Articles and (ii) an equal share on the distribution of any surplus assets of the Company upon its liquidation.

As per Turkish Law, dividends or other forms of profit repatriation that are classified as dividends for Turkish tax purposes in connection with the Company’s ordinary shares are subject to withholding tax. However, the applicable withholding rate may be lowered under the terms of a relevant double taxation treaty.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of the Company’s financial condition and results of operations together with audited consolidated financial statements for the years ended December 31, 2025 and 2024 and related notes included elsewhere in this prospectus. This discussion and analysis reflect the Company’s historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the completion of this offering. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs involving risks and uncertainties. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and in other parts of this prospectus. References in this section to “Group” refer to the Company and its consolidated subsidiaries.

Company Overview

YGE is a leading private-sector operator in the waste-to-energy segment, transforming urban landfill emissions into utility-grade renewable power. YGE develops and operates power generation assets in Turkiye that convert municipal solid waste into clean, grid-stable electricity—leveraging landfill gas, biogas, and geothermal technologies.

The Company currently has six waste-to-energy power plants across Turkiye made up of one thermal waste disposal and five LFG power plants, five of which are currently operational, including the Avcikoru facility, which is the largest LFG waste-to-energy power plant in Turkiye by production volume. These sites are designed to capture and convert methane, carbon dioxide, and other landfill by-products into baseload electricity, mitigating greenhouse gas emissions while supplying power to the national grid and industrial customers. Strategically located in high-density urban centers, including Istanbul, Europe’s most populous city, which produces over 17,000 metric tons of municipal solid waste daily, YGE has consistent access to high-volume, high-organic-content feedstock with favorable methane yield characteristics.

Electricity generated by YGE is sold under FX -linked tariff structures, primarily through agreements with regional distribution companies. Approximately 90% of the Company’s production qualifies for USD-denominated revenue under Turkiye’s Renewable Energy Resources Support Mechanism (“YEKDEM”), reinforcing financial resilience and cash flow predictability.

YGE’s embedded Monitoring, Reporting and Verification (“MRV”) capabilities support the generation and monetization of verified carbon credits, positioning the Company to align with emerging EU-linked compliance frameworks. Its waste-to-energy model offers a scalable, economically viable solution to Turkiye’s growing demand for sustainable waste management and renewable power generation.

The Company’s long-tenured technical team and internal maintenance operations support execution certainty, disciplined uptime management, and cost control across its portfolio. These operational strengths, combined with multi-platform fluency and regulatory integration, enable YGE to deliver resilient energy solutions at scale.

In 2025, YGE completed major fleet upgrades and optimization initiatives across its installed plant base, including engine replacements, gas collection improvements, and thermal efficiency enhancements, which are already driving higher output and improved operating performance in 2026. For the first five months of 2026, total electricity sold was 246 million kWh, an increase compared with 213 million kWh in the corresponding period of 2025 and 215 million kWh in 2024.

Building on its success in Turkiye, the Company is seeking to expand its presence into the United States with planned natural gas and distributed power initiatives as well as evaluating strategic investments in additional landfill gas and geothermal projects in Turkiye. These efforts reflect the Company’s broader mission to deliver clean, utility-grade energy solutions that support environmental preservation, energy diversification, and long-term stakeholder value.

North American Operations

YGE has recently commenced business operations in the United States through its North American subsidiary, Power Upp USA, Inc. headquartered in Fort Lauderdale, FL as of August 18, 2025. Through Power Upp USA, the Company is building a distinct growth platform centered on Power-as-a-Service and Powered-land or Build-to-Sell PPA structures. Power Upp USA is targeting off-grid and behind-the-meter pipeline-gas-powered solutions for AI, EV charging, and other industrial customers, while also developing powered land with integrated data centers for sale and retaining the associated power purchase agreements. These models are intended to accelerate deployment, strengthen operating control, and create a scalable platform for long-term growth.

The Company also plans to reinvest a portion of its U.S. income into oil and gas leaseholds to generate recurring hedge income while transitioning natural gas production into onsite electricity and hosting edge-compute. This approach is designed to add a durable, asset-backed income stream while serving higher-value demand for reliable off-grid power. On November 4, 2025, Power Upp Midland 1, LLC, a subsidiary of Power Upp USA, Inc., entered into a Purchase and Sale Agreement with Lynx Production Company, Inc. to acquire certain oil and gas producing properties, mineral interests, hydrocarbon rights, existing wells, associated equipment, field gathering system including the South Harris Gathering Line, rights of way, surface rights, easements, and related appurtenances located in Gaines County, Texas, for a total purchase price of US$270,000. The transaction includes a retention for Lynx Production Company, Inc. of a perpetual 3% overriding royalty interest from the oil and gas production, proportionately reduced, free of production costs and calculated monthly on the weighted average wellhead sales price less third-party post-production costs. In addition, the Company also recorded an asset retirement obligation amounting to US$464,426 on the acquisition date. The closing of this transaction and assignment bill of sale and conveyance has occurred on November 11, 2025.

We believe that these initiatives position Yesil Global Energy to expand beyond its Turkish renewable base into a broader platform spanning regional geothermal and biomass growth, while also addressing the rising demand created by AI compute and electrification through U.S. distributed power infrastructure.

Key Factors Affecting the Company’s Financial Condition and Results of Operations

YGE develops, constructs, and operates renewable power plants that generate electricity from methane and other renewable feedstocks. The Company’s current operations focus on landfill gas-to-energy (LFG) and thermal waste disposal or bio mass technologies, with additional geothermal projects under development. YGE conducts electricity sales through EPIAS, Turkiye’s national electricity market operator. The Company participates in the Day-Ahead and Intraday Markets under the Electricity Market Balancing and Settlement Regulation (“DUY”) and sells the majority of its power under the YEKDEM program, which guarantees fixed-price purchase tariffs in USD.

The Company’s revenues are priced based on published index prices which can be influenced by factors outside its control, such as market impacts on commodity pricing and regulatory developments. Due to these factors, the Company places a primary focus on managing production volumes, and operating and maintenance expenses as these factors are most controllable internally.

Production volumes

Pricing

Securing long-term, favorable PPAs is critical to the Company’s success. Competition for PPAs can drive down prices and make it harder to win contracts, which would impede project development, financing and revenues. PPA availability and terms also depend on evolving utility/corporate procurement practices and changing economic, regulatory, tax and public policy conditions, which may make obtaining or renewing favorable PPAs more difficult.

Macroeconomic Conditions in Turkiye

Turkiye has experienced a prolonged period of elevated inflation that has materially affected our cost structure, financing conditions and end-market demand throughout the periods presented. According to the Turkish Statistical Institute (TURKSTAT) and the Central Bank of the Republic of Turkiye (TCMB), annual CPI was 64.3% in 2022, 64.8% in 2023, 44.4% in 2024 and 30.9% at year-end 2025 (peaking at 85.5% in October 2022), with TCMB reporting average annual inflation of 34.88% for 2025. The disinflation trend extended into early 2026, with annual CPI reaching a roughly 50-month low of 30.65% in January 2026, before partially reversing to 31.53% in February, 30.87% in March, and 32.37% in April 2026   — the highest reading since October 2025 — driven in part by higher global energy prices stemming from the prolonged Middle East conflict, which has weighed on Turkiye as a net energy importer. Sustained inflation, Turkish lira volatility, commodity-price pressures and the related TCMB policy responses have compressed our margins in 2023 and 2024 and continued to do so in 2025 and the first four months of 2026 by increasing input, logistics and financing costs, disrupting supply chains and eroding consumer purchasing power. Although the TURKSTAT Consumer Confidence Index has improved modestly from 83.5 in December 2025 to 87.9 in June 2026, it remains well below the neutral 100-point threshold, and we expect that downside risks to demand, margins and profitability will persist until inflation, interest rates and the lira stabilize at sustainably lower levels.

Recent Developments

Repayment of Debt

As of December 31, 2024, the Group had outstanding borrowings of TRY 456 million from Denizbank A.S. (the “Denizbank Loans”), in addition to its borrowings from Halkbank. The Denizbank Loans reached maturity and were paid in full as of October 31, 2025. See “Liquidity and Capital Resources – Contractual Obligations and Commitments – Existing Indebtedness.” As of June 30, 2026, the total bank borrowing balance was TRY 209 million.

Fleet Renewal and Engine Maintenance

During the year ended December 31, 2025, the Company renewed part of its power-generation fleet — the gas-engine generator units at its plants that convert landfill gas and biogas into electricity. The Company commissioned 15 new engines at its Avcikoru plant and 3 new engines at its Kalyoncu plant to replace older units. In addition, the Company performs periodic maintenance on its engines at 3,000-, 6,000-, and 9,000-operating-hour intervals.

Results of Operations

Components of Profit or Loss and Other Comprehensive Income

Comparison of the Years Ended December 31, 2025 and 2024

Our results for operations for the years ended December 31,2025 and 2024 are presented below:

* Corresponding figures for the year ended December 31, 2024 have also been restated so that they are presented in terms of the purchasing power of the Turkish Lira as of December 31, 2025. The year-over-year hyperinflation adjustment is set out in the following table and has a greater impact on the prior year.

Revenues

For power generation facilities established through capacity allocation competition, the lowest bid price will apply under YEKDEM for a period determined by Turkiye’s Ministry of Energy.

Under this statutory purchase guarantee, electrical energy generated by landfill gas/biogas facilities operated by the Company is purchased at a fixed unit price of 133 U.S. dollars /MWh for a 10-year period and will expire in 2030. Approximately 90% of the Group’s electrical energy output is sold through the YEKDEM mechanism. The YEKDEM prices are officially published in Schedule No I of Turkiye’s Law on Usage of Renewable Energy Resources for the Purpose of Generating Electricity. Each eligible facility receives a fixed feed-in tariff for 10 years from its commissioning date.

* Primarily due to the application of hyperinflation accounting under IAS 29 which resulted in a lower adjustment compared to prior period, revenue decreased by TRY 550,284,595, or 15.89%, to TRY 2,912,210,587 for the year ended December 31, 2025, compared to TRY 3,462,495,182 for the year ended December 31, 2024. Turkiye’s classification as a hyperinflationary economy under IFRS requires the Group to apply inflation indexing to non-monetary items and equity, materially impacting reported revenue figures. Although operational performance remained stable, the lower inflation adjustment for the year ended December 31, 2025 compared to the same period in 2024 resulted in a technical reduction in reported revenue. This impact is non-cash in nature and does not reflect a decline in underlying business activity.

For the year ended December 31, 2025, we sold approximately 498.3 million kWh of electricity, compared to approximately 503.6 million kWh for the year ended December 31, 2024, which remained substantially stable year over year, reflecting the continued operational availability and reliable performance of our facilities. The weighted-average unit selling price increased to approximately TRY 6.12 per kWh for 2025 from approximately TRY 5.11 per kWh for 2024, an increase of approximately 19.8%. These price increases were largely attributable to regulated tariff adjustments and inflation-driven repricing in the Turkish electricity market, partially offsetting the impact of lower sales volume on revenue.

Electricity sales

Electricity sales increased by TRY 504,468,770, or 24.65%, to TRY 2,551,398,154 for the year ended December 31, 2025, compared to TRY 2,046,929,384 for the year ended December 31, 2024. The increase was primarily driven by the increase in the selling price. However, the increase was not material and reflects the stable operational throughput of the Group’s existing facilities. The Group continues to operate under the YEKDEM feed-in tariff mechanism, which provides price stability but limits upside potential from volume-driven gains. Accordingly, revenue growth in electricity sales is expected to remain modest unless capacity expansion or new project commission occurs.

Goods sales

Goods sales decreased by TRY 23,459,129, or 22.07%, to TRY 82,812,041 for the year ended December 31, 2025, compared to TRY 106,271,170 for the year ended December 31, 2024. The Group’s goods sales are primarily comprised of resale transactions for equipment and materials used in affiliated operations and therefore fluctuate based on the timing and scope of internal project cycles. This revenue type accounts for an immaterial portion of our total revenue and transaction volumes remain low and it does not reflect a change in external demand or pricing, but rather a normalization following a peak procurement year.

Other sales

Other sales decreased by TRY 36,359,292, to TRY 0 for the year ended December 31, 2025, compared to TRY 36,359,292 for the year ended December 31, 2024. For the year ended December 31, 2024, the Company has earned sales of TRY 36,359,292 for carbon credit sales. In Turkiye, Emission Reduction Credits (ERCs) form part of the country’s evolving carbon market framework, designed to incentivize greenhouse gas (GHG) reductions and support compliance with climate regulations. Carbon credit sales are typically transacted on an annual basis, contingent upon the available carbon credit balance. No carbon credit balance or sales were recorded for the year ended December 31, 2025.

Gross Profit

Primarily driven by hyperinflation accounting under IAS 29, which resulted in a lower adjustment compared to   prior period, gross profit decreased by TRY 396,014,419, or 30.48%, to TRY 903,071,299 for the year ended December 31, 2025, compared to TRY 1,299,085,718 for the year ended December 31, 2024. Cost of sales primarily comprises labor costs, maintenance and repair expenses, and depreciation and amortization expenses. The Group maintained stable revenue levels. This margin decrease reflects changes of hyperinflation and maintenance cycle timing, rather than top-line decline.

Electricity sales

Gross profit from electricity sales decreased by TRY 55,646,079, or 6.43%, to TRY 809,834,091 for the year ended December 31, 2025, compared to TRY 865,480,170 for the year ended December 31, 2024. This decrease was primarily driven by the higher prior-year hyperinflation-restated base, notwithstanding the higher current-year selling price and comparatively stable costs. The Group’s electricity sales remained stable under the YEKDEM feed-in tariff, and the margin movement reflected the timing of cost-intensive activities and improvement in sales volume.

Goods sales

Gross profit from goods sales increased by TRY 221,987 to TRY 819,980 for the year ended December 31, 2025, compared to TRY 597,993 for the year ended December 31, 2024. Goods sales, which consist mainly of spare parts and components, account for an immaterial portion of our total revenue and transaction volumes remain low.

Other sales

Gross profit from other sales was entirely attributable to carbon credit sales. The gross profit decreased by TRY 28,425,909, with no sales recorded for the year ended December 31, 2025.

Operating expenses

Operating expenses primarily consist of electricity distribution system usage fees, depreciation and amortization, salaries and wages, hyperinflation impacts adjustments under IAS 29, consultancy fees, and other administrative expenses. Operating expenses increased TRY 99,038,127, or 28.12% to TRY 451,274,254 for the year ended December 31, 2025, compared to TRY 352,236,127 for the year ended December 31, 2024. The fleet renewal and related engine maintenance described under “Recent Developments — Fleet Renewal and Engine Maintenance” were also a contributing factor to the increase in operating expenses, as these activities required additional resources.

Depreciation and Amortization

Depreciation and amortization included in operating expenses increased by TRY 75,057,398, or 151.67%, to TRY 124,545,136 for the year ended December 31, 2025 compared to TRY 49,487,738 for the year ended December 31, 2024. The increase was primarily attributable to capital expenditures incurred in 2025 and second half of 2024, which continues to impact the depreciation for the year ended December 31, 2025.

Salaries and Wages

Salaries and wages expense increased by TRY 18,876,481, or 73.73%, to TRY 44,478,886 for the year ended December 31, 2025   compared to TRY 25,602,405 for the year ended December 31, 2024. In the years ended December 31, 2025 and 2024, salaries were adjusted twice annually—in January and July—in line with prevailing inflation rates. These increases resulted in higher base compensation across the workforce. As a direct consequence, salary-related expenses, including social security contributions and other payroll-linked costs, also rose proportionally in each year.

Electricity distribution system usage fee

Electricity distribution system usage fee increased by TRY 14,176,108, or 14.41%, to TRY 112,570,739 for the year ended December 31, 2025 compared to TRY 98,394,631 for the year ended December 31, 2024. The slight increase is consistent with the increase in electricity revenue.

Consultancy service fee

Consultancy service fee increased by TRY 38,950,373, or 139.65%, to TRY 66,841,808 for the year ended December 31, 2025 compared to TRY 27,891,435 for the year ended December 31, 2024. The increase in consultancy fees is mainly due to the activities related to initial public offerings.

Other Operating Expenses

Other operating expenses decreased by TRY 55,574,475, or 42.52%, to TRY 75,139,819 for the year ended December 31, 2025, compared to TRY 130,714,294 for the year ended December 31, 2024. The decrease was primarily driven by a TRY 48,682,763 decrease in hyperinflation adjustment and partially offset by a TRY 11,063,320 increase in foreign exchange losses.

Net Investment Income

Net investment income decreased by TRY 1,172,803,464, or 31.61%, to TRY 2,536,945,083 for the year ended December 31, 2025, compared to TRY 3,709,748,547 for the year ended December 31, 2024. This decrease was primarily attributable to fluctuations in the fair value of investment properties.

Share of Loss of Associates

Losses from investments in associates decreased by TRY 155,190,093, or 82.52%, to TRY 32,879,864 for the year ended December 31, 2025, compared to TRY 188,069,957 for the year ended December 31, 2024. The majority of this amount was attributable to Wowwo E-Ticaret Telekomunikasyon ve Teknoloji A.S. (“Wowwo”). In July 2025, the Company disposed of Wowwo to a related party, Zincir Yapi A.S. As the transaction was between entities under common control, the resulting gain on disposal was recorded directly in additional paid-in capital.

Interest Income

Interest income increased by TRY 15,862,936, or 12.24%, to TRY 145,492,255 for the year ended December 31, 2025, compared to TRY 129,629,319 for the year ended December 31, 2024. In 2025, the Group held a high market position (exposure) by allocating a significant portion of its financial assets to variable-rate instruments. In 2025, the national inflation rate gradually declined, and interest rates followed suit. While the falling interest rates due to lower inflationary pressures partially offset the impact, the increase in the average balance of floating-rate financial assets during the year resulted in a net increase in interest income compared to 2024.

Interest Expenses

Interest expenses decreased by TRY 135,520,170, or 31.72%, to TRY 291,717,418 for the year ended December 31, 2025, compared to TRY 427,237,588 for the year ended December 31, 2024. Principal payments significantly reduced the accrual of the interest expenses for the year ended December 31, 2025.

Income Tax (Expenses) Benefit

Income tax (expenses) benefit increased by TRY 1,439,145,506, or 162.58%, to TRY (553,340,206) for the year ended December 31, 2025, compared to income tax benefits amounting to TRY 885,805,300 for the year ended December 31, 2024. The change was primarily driven by an increase in deferred tax liabilities, resulting from fair value adjustments to investment properties.

Non-IFRS Financial Measures

EBITDA

The following table presents EBITDA, a non-IFRS financial measure for each of the years presented below. The Company presents EBITDA as it assists investors in analyzing the Company’s performance across reporting periods on a consistent basis, excluding items that are not considered indicative of core operating performance. EBITDA is a supplemental performance measure that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered an alternative to net income or any other performance measure derived in accordance with IFRS, or as an alternative to cash flows from operating activities or a measure of the Company’s liquidity or profitability.

* Corresponding figures for the year ended December 31, 2024 have also been restated so that they are presented in terms of the purchasing power of the Turkish Lira as of December 31, 2025.

Adjusted Operating Profit

The following table presents Adjusted Operating Profit, a non-IFRS financial measure, for each of the periods presented. The Company presents Adjusted Operating Profit because it assists investors in analyzing the Company’s core performance across reporting periods on a consistent basis by excluding items that are not considered indicative of core operating performance. Adjusted Operating Profit should be considered in addition to, and not as a substitute for, operating profit determined in accordance with IFRS, to which it is reconciled in the table below.

* Corresponding figures for the year ended December 31, 2024 have also been restated so that they are presented in terms of the purchasing power of the Turkish Lira as of December 31, 2025.

Liquidity and Capital Resources

The Group requires cash primarily to meet working capital needs and to fund expansion initiatives aligned with its strategic plan, as further detailed under “Business — Investments”

Net Working Capital (Deficit)

The Company’s net working capital (deficit) improved significantly from TRY (1,826,702,172) as of December 31, 2024, to TRY (582,821,223) as of December 31, 2025. This improvement was primarily attributable to a TRY 598,378,663 decrease in short-term borrowings and a TRY 431,570,696 increase in other receivables, a TRY 1,045,105,402 decrease in trade payables (including trade payables to related parties) partially offset by a TRY 472,944,335 increase in other payables (including payables to related parties).

As of December 31, 2025, management believes the Company has access to sufficient liquidity to meet near-term operating and financing obligations. This assessment reflects current cash balances, expected collections under long-term electricity sales contracts, and available credit facilities.

Revenues are primarily derived from electricity sales under FX-linked, government-backed tariff arrangements with guaranteed offtake provisions. Payments are tied to actual production, which is consistently supplied across the Company’s operating assets. Daily advances and seven-day settlements support short-term liquidity and minimize receivable exposure.

For the year ended December 31, 2025, the Company reported net cash used in operating activities of TRY 1,006,803,190, driven by working capital movements and non-cash adjustments. Net profit for the same period was TRY 529,657,438, and the Company maintains a structurally positive monthly cash margin supported by recurring electricity sales and controlled expenditures. Management expects operating cash flow performance to strengthen, supported by recurring electricity sales and disciplined cost management, with refinancing of short-term liabilities available as an additional lever if needed

Liquidity is further supported by investment properties, originally acquired as part of the Company’s inflation mitigation strategy. These assets may be monetized or re-leveraged if needed to support operations or financing.

A series of high-interest loan repayments concluded in October 2025, reducing financing outflows and improving cash availability in subsequent periods.

The Company has implemented cost control measures, including the deferral of non-essential capital expenditure and reductions in operating expenses. Additional bank financing or debt facilities may be pursued, subject to market conditions and lender approval. While the Company has previously refinanced or extended credit facilities, future access may be affected by changes in market conditions or its financial position.

Cash Flows

Cash Flow from Operating Activities

As of December 31, 2025, the Group generated negative cash flows from operating activities. Net cash used in operating activities totaled TRY 1,006,803,190 for the year ended December 31, 2025, compared to TRY 566,707,985 for the year ended December 31, 2024. The increase in net cash used in operating activities of TRY 440,095,205 was primarily attributable to decrease in net profit, changes in fair value gain on investment properties and financial assets and the changes in trade and note receivables, partially offset by deferred income tax and change in trade and other payables.

Cash Flows from Investing Activities

For the year ended December 31, 2025, net cash used in investing activities totaled TRY 369,670,662, representing a decrease of TRY 331,058,234 compared to net cash used in investing activities of TRY 700,728,896 in 2024. The change was primarily driven by more acquisition of tangible and intangible assets in the year ended December 31, 2025. The acquisition of tangible assets during the year ended December 31, 2025 included the commissioning of new gas engines as part of the fleet renewal described under “Recent Developments — Fleet Renewal and Engine Maintenance.

Cash Flows from Financing Activities

Net cash used in financing activities totaled TRY 639,604,851 for the year ended December 31, 2025, primarily reflecting principal repayments on bank borrowings.

Net cash used in financing activities totaled TRY 523,614,586 for the year ended December 31, 2024, driven by bank borrowing and repayment activity.

Contractual Obligations and Commitments

The following table summarizes the Group’s material contractual obligations and commitments As of December 31, 2025:

Existing Indebtedness

As of December 31, 2025, the Group had total bank borrowings of TRY 238 million, compared to TRY 973 million as of December 31, 2024. As of December 31, 2024, the borrowings comprised facilities from both Halkbank and Denizbank A.S.; following the full repayment of the Denizbank Loans in October 2025, all of the Group’s remaining bank borrowings as of December 31, 2025 are from Halkbank. The decrease reflects scheduled principal repayments on short-term facilities and the absence of new drawdowns during the year.

Approximately 27.34% of the Group’s outstanding debt (TRY 60 million) matures within the 12 months following December 31, 2025, all in TRY-denominated facilities bearing interest rates with 13.5%. The Group maintains uncommitted credit facilities with Halkbank. These facilities may be used to refinance upcoming maturities, subject to lender approval and market conditions. Access to refinancing may be affected by changes in credit market conditions or the Group’s financial profile.

Interest expense paid for the year ended December 31, 2025 totaled approximately TRY 109 million, compared to interest expense paid of approximately TRY 340 million for the year ended December 31, 2024. Total interest expense recognized in the consolidated statements of profit or loss (on an accrual basis) was TRY 291,717,418 for the year ended December 31, 2025, compared to TRY 427,237,588 for the year ended December 31, 2024. This showed a trend of decrease in TRY borrowing costs from 2024 to 2025. A series of high-interest loan facilities were fully repaid in October 2025. These repayments have reduced financing outflows and may improve cash availability in future periods.

In October 2025, the Group fully repaid all outstanding borrowings from Denizbank. This repayment, funded through operating cash flows, eliminated the associated debt obligations, significantly reduced future interest expense, and improved the Group’s overall liquidity position and cash availability for future periods. As a result, as of the date of this prospectus, the Group’s remaining bank borrowings consist solely of facilities with Halkbank. As of June 30, 2026, the total bank borrowing balance was TRY 209 million.

As of December 31, 2025, the Group’s borrowings from Halkbank were secured by the following:

The repayment schedule of the Group’s bank borrowings is as follows:

Following the full repayment of the Denizbank Loans in October 2025, the Group’s remaining debt maturities and obligations have been reduced accordingly (primarily comprised of the Halkbank facilities).

Management believes that cash flows from operations, together with available credit facilities and potential refinancing, will be sufficient to meet remaining debt obligations due within one year following December 31, 2025. However, sustained high interest rates or adverse macroeconomic conditions in Turkiye could require the Group to curtail capital expenditures or seek alternative funding sources. The obligation to service debt influences the Group’s liquidity position and cash flow. Payments of interest and principal obligations affect available cash and may impact on the Group’s ability to fund operations, invest in growth initiatives, or meet other financial obligations. The debt structure may result in periodic fluctuations in cash flow requirements, especially for the next fiscal year.

Contractual Obligations

Greentree Share Issuance

In April 2025, the Company entered into an Advisory Agreement with Greentree Financial Group, Inc. (“GFG”), as amended in August 2025, pursuant to which GFG would provide certain professional services to the Company in connection with its initial public offering. As consideration for services provided under this agreement, the Company shall pay to GFG an amount equal to US$5,000,000, such amount to be paid in the Company’s ordinary shares at the per-share price determined at the market value of such shares at the time of the initial public offering, which shares shall be issued upon and subject to the closing of the initial public offering, and shall be issued within forty-eight (48) hours of pricing of the initial public offering, or at such earlier time as the shares issued in the initial public offering are settled in accordance with transfer agent instructions issued by the Company for issuance of the shares sold in the initial public offering. The Company will cause such shares to be registered as soon as practicable following the initial public offering, subject to any restrictions contained in the Underwriting Agreement respecting the initial public offering, or otherwise to be freely tradeable in accordance with Rule 144 of the Securities Act. If the Company is unable to cause such shares to be registered or otherwise freely tradeable within eighty-nine (89) days following the initial public offering, the Company and GFG agree to adjust the amount of shares to be issued to GFG as may be necessary to result in the issuance of shares in the value of US$5,000,000 (the “True-Up Shares”). The True-Up Shares shall be based on the then applicable market value of the shares on the one hundred seventy-nineth (179th) day following the initial public offering, and the issuance of such True-Up Shares shall occur promptly thereafter, under no circumstances greater than two business days.

Geothermal License Transfer Commitment

On January 3, 2024, the Group entered into a License Transfer Agreement (the “Agreement”) with Aydem Yenilenebilir Enerji A.S. (“Aydem”) to acquire a geothermal resource and natural mineral water operating license (License No. J-554), covering an area of 2,491.75 hectares in the Germencik district of Aydin Province, Turkiye, together with the operating rights to three wells (G1, G2 and a reinjection well) located on the licensed area. Completion of the license transfer is subject to the completion of the Group’s initial public offering (“IPO”), which constitutes the condition precedent to closing. The total consideration is $10,250,000, plus value-added tax, which will be payable upon the satisfaction of the condition precedent.

As of December 31, 2025, the IPO had not been completed, the consideration had not been paid, and the license had not been transferred to the Group. Accordingly, no asset or liability related to the Agreement has been recognized in the consolidated financial statements as of that date. The Agreement provides that Aydem may terminate the Agreement without compensation if the consideration is not paid by June 30, 2024. As of December 31, 2025, this payment had not been made; however, Aydem had not exercised its termination right and the Agreement remains in effect.

Off-Balance Sheet Arrangements

YGE enters into lease contracts that are recognized on the balance sheet in accordance with IFRS 16. YGE is also party to certain guarantees, commitments and contingencies that, pursuant to IFRS Accounting Standards, may not meet the recognition criteria for liabilities on the balance sheet. See Note 14 “Commitments, Contingencies, Assets and Liabilities” to the consolidated financial statements and audited consolidated financial statements for more information.

Critical Accounting Policies and Significant Judgments and Estimates

The Group prepares its consolidated financial statements in accordance with IFRS, which requires the use of judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the end of each fiscal period, and the recognition of revenues and expenses during each fiscal period. These judgments and estimates are continually evaluated based on historical experience, current business conditions, and expectations regarding future developments, using information and assumptions deemed reasonable. Since the use of estimates is an integral component of the financial reporting process, actual results may differ from those estimates. Certain accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policies, the judgments and other uncertainties affecting their application, and the sensitivity of reported results to changes in conditions and assumptions should be considered when reviewing the Group’s financial statements. For further information on the Group’s critical accounting policies, see Note 2.5 to the consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer, at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group generally acts as the principal in its revenue arrangements.

Revenue is recognized at the transaction price allocated to each performance obligation, which represents the consideration expected in exchange for transferring promised goods or services to a customer. Revenue is recognized when control is transferred to the customer.

Under the IFRS 15 five-step model for revenue recognition, the Group evaluates each contract to identify distinct performance obligations and determines whether each obligation is satisfied over time or at a point in time.

Sale of electricity

Revenues from the sale of electricity are recognized when the performance obligation to transfer the electricity is satisfied at the point of delivery to the customer. The Group’s revenue from its business activities mostly arises from its Power Purchase Agreements (PPA) to provide electricity to local electricity authorities, EPIAS. The agreements are for a predetermined period and at a fixed tariff and include a single performance obligation. The Group uses the YEKDEM Price officially published, and the transmission is monitored by EPIAS system. Electricity not covered under the PPAs is sold at prevailing market rates.

Net revenue by category:

Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is any indication that a non-financial asset may be impaired. If such indication exists, the Group estimates the asset’s recoverable amount. An asset is considered impaired when its carrying amount exceeds its recoverable amount. Impairment losses are recognized in the statements of profit or loss and other comprehensive income.

The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use, which is based on the discounted future cash flows expected to be derived from the asset, reflecting management’s expectations of future economic and operating conditions. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which is the cash-generating unit. An assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or may have decreased.

Any reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized.

Investment property

Investment property, defined as property held to earn rentals and/or for capital appreciation (including property under construction for such purposes), is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is measured at fair value. Changes in fair value are recognized in profit or loss in the period in which they arise. An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected. Any resulting gain or loss arising on derecognition of the property, calculated as the difference between the net disposal proceeds and the carrying amount of the asset, is included in profit or loss in the year in which the property is derecognized.

Deferred income taxes

Deferred income tax is accounted for using the liability method, based on the temporary differences arising between the tax bases of assets and liabilities and their carrying values in the financial statements. Deferred tax calculations use tax rates that are enacted or substantively enacted as of the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, whereas deferred tax assets resulting from deductible temporary differences, tax losses, or tax incentives are recognized to the extent that it is probable that future taxable profit or taxable temporary differences will be available against which the deductible temporary difference can be utilized. Deferred tax assets and liabilities are presented net when there is a legally enforceable right to offset current tax receivables against current tax liabilities, and when the deferred tax assets and liabilities relate to taxes levied by the same tax authority on the same taxable entity.

Recent Accounting Pronouncements

For standards, amendments, and interpretations that are issued but not effective as of December 31,2025 and as of the date of issuance of the accompanying audited consolidated financial statements, the Group continues to evaluate the potential impact of these amendments on its financial position and performance upon initial adoption. The related impact will be disclosed when the Group completes its evaluation.

The JOBS Act

As defined under Section 102(b)(1) of the JOBS Act, the Company qualifies as an emerging growth company. Accordingly, the Company is eligible for and has chosen to rely on certain exemptions and reduced reporting and disclosure requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements. For more details, see “Risk Factors — Risks Related to Ownership — We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.”

The Company will remain an emerging growth company under the JOBS Act until the earliest of: (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date (b) in which total annual gross revenues equal or exceed US$1.235 billion, or (c) in which the Company is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter; or (2) the date on which the Company has issued more than US$1 billion in non-convertible debt securities during the prior three-year period.

Internal Control over Financial Reporting

Prior to the Closing of the IPO, the Company operates as a private company with limited accounting personnel to adequately execute its accounting and financial reporting processes and limited supervisory resources with which to address its internal control over financial reporting. The material weaknesses identified relates to 1) insufficient accounting and financial reporting resources and technical expertise and 2) inadequate accounting controls, procedures, and supporting documentation. As a result of becoming a public company, the Company will operate in an increasingly demanding regulatory environment, which requires the Company to comply with the Sarbanes-Oxley Act, Nasdaq regulations, SEC rules and regulations, expanded disclosure and reporting requirements and more complex accounting rules. The Company’s responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of its disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of December 31, 2025 and December 31, 2024.

Quantitative and Qualitative Disclosures About Market Risk

The Group is exposed to market risks in the ordinary course of business, including the effects of credit, interest rates, capital and liquidity risks. Information relating to quantitative and qualitative disclosures about these market risks is described below and in Note 30 in the consolidated financial statements and audited consolidated financial statements included elsewhere in this prospectus.

Credit risk

Holding financial instruments involves the risk that counterparties will not be able to fulfill the terms of the agreement. The Group’s collection risk arises mainly from its trade and other receivables. Trade and other receivables are evaluated in accordance with the Group’s credit risk policies and procedures and are recognized as net of expected credit loss allowances.

The Group maintains an effective customer credit control framework. The credit risk arising from these transactions is actively monitored by management and is limited for each debtor.

Liquidity risk

Liquidity risk refers to the risk that the Group may encounter difficulty in meeting its short-term obligations due to insufficient funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. Liquidity risk is managed through alignment of payment and receipt cycles. The Group finances its working capital requirements through a combination of funds generated from operations and, if necessary, bank borrowings. The management is satisfied that funds are available to finance the ongoing operations of the Group.

Interest Rate Risk

The Group is exposed to interest rate risk primarily through its borrowings. The objective of the Group’s interest rate risk management is to minimize the impact of short-term market rate fluctuations on financing costs.

As of December 31, 2025 and December 31, 2024, all material bank loans held by the Group bear fixed interest rates. Accordingly, the Group has no significant exposure to cash-flow interest rate risk.

CORPORATE HISTORY AND STRUCTURE

Corporate History and Capital Structure

We are a Turkish joint stock company incorporated under the laws of the Republic of Turkiye on April 6, 2007 and currently have three subsidiaries: Power Upp USA, Inc., the Company’s wholly-owned North American subsidiary, incorporated on August 18, 2025 under the laws of the State of Florida; Korfez Enerji Sanayi ve Ticaret A.S., of which the Company owns approximately 99.87% of its equity interests; and Ort Elektrik Toptan Satis A.S., of which the Company owns 99% of its equity interests. The Company has been investing in landfill gas and geothermal energy projects in Turkiye for over 15 years. Its power plants supply electricity to municipalities throughout Turkiye from landfill waste sites. The Company recently commenced business operations in the United States through its North American subsidiary, Power Upp USA, Inc. The Company anticipates that its operations in North America will be a significant contributor to its future growth. The Company intends to allocate a substantial portion of the net proceeds from this offering to its North American operations. See “Use of Proceeds” and “Business – North American Operations.”

Historically, our outstanding shares consisted of Group A shares and Group B ordinary shares. Prior to the effectiveness of the registration statement of which this prospectus forms a part, the Company will adopt its Amended and Restated Articles of Association, which will eliminate the dual Group A and Group B share structure and result in a single class of ordinary shares, with each Group A and Group B share converting into one ordinary share on a one-for-one basis. All ordinary shares will have the same rights.

As a result of our Founders owning [___]% of ordinary shares after the offering, we will be a “controlled company” under Nasdaq listing rules. Under Nasdaq listing rules, a listed company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company,” and such a company may elect not to comply with certain Nasdaq corporate governance requirements. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including the requirements that:

● a majority of our Board of Directors consist of independent directors;

● our director nominees be selected or recommended solely by independent directors; and

● we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

As a foreign private issuer, Nasdaq corporate governance rules allow us to follow corporate governance practice in our home country, Turkiye, with respect to appointments to our Board of Directors and committees. We intend to follow home country practice as permitted by Nasdaq rather than rely on the “controlled company” exception to the corporate governance rules. We intend to comply with Nasdaq listing rules regarding the independence of the majority of our board members, and the audit committee, compensation committee, and nominating/corporate governance committee requirements. Nevertheless, we intend to follow certain home country practice, namely [(i) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5605(b)(2) to have regularly scheduled meetings at which only independent directors attend and will follow home country practice that permits us not to hold regular executive sessions where only independent directors are present; (ii) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5620(b) that a company solicit proxies for all shareholder meetings and will follow home country practice that permits us not to solicit proxies; and (iii) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5620(c) that an issuer provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than 331∕3% of the outstanding voting stock (Turkish law generally allows a shareholders’ meeting to proceed with at least 25% of the voting shares represented, except in certain cases where a higher quorum is specifically required by law)]. See “Management — Corporate Governance” and “Risk Factors — We are a “controlled company” within the meaning of the Nasdaq listing rules. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.”

The following diagram illustrates our corporate structure as of the date of this prospectus:

Corporate Structure

The chart below sets out our corporate structure as of the date of this prospectus.

INDUSTRY OVERVIEW

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

SUSTAINABLE GREEN ENERGY INDUSTRY

Outlook of the Energy Sector in the World

The energy sector, which serves as a cornerstone of global economic growth, is a major factor in global economic development. Global economic expansion and population growth are the key drivers of the widening gap between energy supply and demand. The supply disruptions during and after the COVID-19 pandemic (2020–2021) triggered a sharp increase in global energy prices. With continued population growth over the past two to three decades, the energy sector has expanded significantly to meet rising demand. Furthermore, current trends in electrification, industrial automation, artificial intelligence and robotics have propelled the demand well beyond current generation capacity, thus making energy a critical resource in the coming decades.

Chart: The Development of World Electricity Production Over the Years

Source: Enerdata World Energy & Climate Statics – Yearbook 2026

Chart: The Development of World Electricity Consumption Over the Years

Source: Enerdata World Energy & Climate Statics – Yearbook 2026

As can be seen, electricity production and electricity consumption have followed a broadly linear upward trend globally. By the end of 2023, world electricity consumption reached approximately 26,500 TWh and electricity generation totaled 29,700 TWh. This upward trend continued through 2025: global electricity generation reached approximately 32,000 TWh and consumption reached approximately 27,500 TWh, as global power generation grew by 2.7% year-over-year, following 4.2% growth in 2024, returning to the 2010–2019 average annual pace of roughly 2.6% (Source: Enerdata, World Electricity Production Statistics and Electricity Domestic Consumption, Yearbook 2026).

Global electricity demand has maintained an upward trajectory over the past two decades. According to Ember’s Global Electricity Review 2026, global electricity demand grew by 2.8% (+849 TWh) in 2025 — the sixth-largest absolute annual rise on record — following growth of 4.3% in 2024, one of the largest annual increases on record. Enerdata’s World Energy & Climate Statistics Yearbook 2026 corroborates this deceleration on the supply side: global power generation grew by 2.7% in 2025, back to its 2010-2019 average pace, after a 4.2% increase in 2024. The drivers of growth extend beyond population and income expansion. According to the IEA’s Global Energy Review 2026, electricity demand from electric vehicles rose 38% and from data centres 17% in 2025, and a companion IEA report found AI-focused data-centre demand surged 50%, with the capex of the largest technology firms exceeding USD 400 billion.

Despite this, the composition of generation kept shifting toward low-carbon sources. Solar was again the standout performer: per Ember, global solar generation rose by a record 636 TWh (+30%) to 2,778 TWh, overtaking wind for the first time globally. Wind added 205 TWh (+8.2%), similar to 2024’s increase of 190 TWh. Together, solar and wind met 99% of global demand growth, with solar alone covering 75%. Hydropower growth was comparatively muted, while nuclear rose by 35 TWh (+1.3%). Enerdata adds that the combined share of wind and solar in the global power mix rose 2 percentage points to 17% in 2025, with China responsible for about 70% of new renewable capacity.

Fossil fuels remain significant but lost more ground than in 2024. According to Ember, renewables (33.8%, 10,730 TWh) overtook coal (33.0%, 10,476 TWh) for the first time in a century, as coal generation fell 63 TWh (-0.6%) and overall fossil generation slipped 38 TWh (-0.2%) — only the fifth such fall this century. The shift was concentrated in China and India, where fossil generation fell for the first time this century (-56 TWh and -52 TWh respectively), while in the United States coal use rose as high gas prices drove gas-to-coal switching.

Looking forward, the IEA’s Electricity 2026 report projects demand will grow at an average 3.6% annually through 2030 — 50% faster than the past decade’s pace — reaching about 33,600 TWh, up from roughly 28,200 TWh estimated for 2025, with data-centre electricity demand roughly doubling to ~950 TWh by 2030. Enerdata’s longer-term EnerBlue scenario projects global generation reaching 59,000 TWh by 2050, 92% carbon-free (79% renewables, 13% nuclear), with coal falling to a marginal 3% of the mix. Achieving this will require trillions of dollars of investment in grids, storage and flexible generation, and the countries pairing rapid renewable deployment with storage and dispatchable clean capacity will be best placed to meet rising demand while limiting emissions.

Outlook of the Energy Sector in Turkiye

Turkiye’s electricity market has been transformed over the past two decades. Demand has increased nearly threefold, rising from 123.3 TWh in 2001 to 363.9 TWh in 2025, and generation reached 363 TWh in the same year. The relationship between gross domestic product (GDP) and electricity consumption remains tight; PwC studies show a very high correlation, with an adjusted R² of 0.97 for 2002-2022. Electricity demand grew strongly up to 2018, flattened during the 2019-2020 economic slowdown and pandemic, and rebounded sharply in 2021, and posted another large jump in 2024 driven by heatwave-related cooling demand; 2025 growth was comparatively subdued as milder weather and efficiency gains tempered consumption. The composition of economic growth also matters: manufacturing activity drives greater increases in electricity demand than in the service sector. Digitalization and electric-vehicle adoption continue to influence consumption patterns as well.

Per-capita electricity consumption increased from approximately 3.6 MWh in 2024 to around 4.2 MWh in 2025, reflecting stronger growth in electricity demand than in population. Installed capacity continued to expand, reaching 123,168 MW by the end of 2025, up from 120.8 GW in August 2025 and 109.4 GW at the end of 2023. Hydropower remains the largest single resource by capacity at roughly 32.3 GW, but solar and wind have become increasingly important: by year-end 2025 solar capacity stood at 25,800 MW and wind at 14,785 MW, together accounting for close to a third of total installed capacity. Renewable resources as a whole reached 76,766 MW, or 62.3% of total capacity — up from 59.4% a year earlier. Private operators continue to hold the large majority of capacity, consistent with the market-liberalization trend of the past two decades.

Fuel mix and generation trends have also shifted. In 2025 coal-fired plants provided 34.1% of Turkiye’s electricity, natural-gas-fired plants 22,3%, hydropower 16,1%, wind 11.2%, solar 10,3%, geothermal 3,2% and other sources 2.8%. Turkiye’s energy policy aims to reduce reliance on imported fossil fuels while enhancing energy security. To this end, renewables have been prioritized through feed-in tariffs and capacity auctions (see the next section). The Energy Market Regulatory Authority’s (EPDK) 2025 sector report shows that total installed capacity, including unlicensed facilities, reached 123.2 GW, of which renewable resources accounted for 62.33% (≈76.8 GW). On the generation side, renewables produced 43.31% of electricity, while imported coal (21.6%), natural gas (22.3%) and Lignite (10.84%) supplied most of the remainder. The share of renewables in licensed capacity rose from 52.1% in 2024 to 53.7% in 2025, while thermal capacity declined accordingly.

Forecasts prepared by TEIAS and EPDK suggest that electricity demand will continue to climb. Projections estimate consumption rising to 385.2 TWh in 2026, 453.3 TWh by 2030 and 544.4 TWh by 2035. Achieving these figures will require further grid modernization, new transmission links to integrate renewable-rich regions, and streamlined permitting for new capacity. Cross-border interconnections with Bulgaria, Greece, Georgia, and the Middle East are being upgraded to allow balancing and trade. The government also aims to position Turkiye as a regional energy hub, leveraging its geographic location between Europe and Asia and its substantial pipeline infrastructure. For investors, policy clarity and regulatory stability will be crucial. Recent reforms have strengthened the day-ahead and balancing markets administered by EPIAS, while liberalizing retail tariffs and encouraging competition.

Outlook of the Renewable Energy Sector

Global context

Renewables have become the principal driver of global electricity growth. In 2025 alone, solar photovoltaic generation increased by roughly 600 TWh and wind by 160 TWh, together contributing nearly three-quarters of the increase in global demand. Hydropower also rebounded, aided by improved rainfall, while bioenergy and geothermal provided consistent output. With these additions, the renewable share of global electricity generation reached approximately 34% and is expected to rise steadily as countries pursue net-zero targets and benefit from declining technology costs. Many governments are scaling up auctions for utility-scale solar and wind, expanding grid-scale battery storage and developing green-hydrogen projects to decarbonize hard-to-abate sectors. Financial institutions and large corporations are increasingly adopting renewable power purchase agreements (PPAs), signaling confidence in the long-term viability of clean energy.

Turkiye’s renewable landscape

Turkiye has undergone a structural transformation in renewables since the Renewable Energy Resources Support Mechanism (YEKDEM) was introduced in 2010. YEKDEM is a government-backed feed-in tariff (FiT) scheme established under Law No. 5346 on the Utilization of Renewable Energy Resources for Generating Electrical Energy. It provides a foreign currency-denominated guaranteed purchase price for electricity generated by certified renewable energy facilities, including solar, wind, geothermal, hydropower, and biomass, for a period of 10 years from their commissioning date. As a result, the share of renewable capacity increased from 3% in 2002 to over 62,3% of installed capacity by the end of 2025. Non-hydro renewables—primarily wind and solar—have grown particularly quickly, accounting for 27.2% of capacity.

Specifically, YEKDEM offers us a ten-year US-dollar-denominated FiT tailored to resource type, enabling predictable revenues for investors and mitigating currency risk.

Biomass, including landfill gas and biogas, occupies a unique niche in Turkiye’s portfolio. The 2025 EPDK sector report notes that renewable electricity generation represented about 43.3% of total output, with biomass contributing around 2.5%. Landfill-gas plants are notable for their high capacity factors: YGE reports that its facilities operate at around 95% capacity, exceeding geothermal (≈75%) and biomass (≈65%) averages. Under YEKDEM, electricity generated from landfill gas is remunerated at a fixed tariff of 0.133 USD per kWh, payable for ten years. This rate compares favorably with Turkiye’s market clearing price, which has fluctuated between 0.10 and .20 USD /kWh in recent years, providing investors with a premium and protecting against volatility. Additional bonuses are available for domestically manufactured equipment, creating incentives for local supply-chain development.

We anticipate that Turkiye’s next phase of renewable expansion will emphasize hybrid and storage-integrated projects. The authorities have introduced regulations allowing wind and solar plants to co-locate battery systems, which reduces curtailment and improves grid stability. As of 2026 more than 33 GW of battery-integrated wind and solar projects are reportedly in the pre-license stage, signaling robust interest from developers. Policy reforms have also shifted procurement from fixed feed-in tariffs toward auctions, as evidenced by the Renewable Energy Resource Area (YEKA) tenders that award long-term contracts based on competitive bidding. Nonetheless, YEKDEM continues to underpin biogas and select geothermal projects, ensuring diversification within the renewable mix.

Outlook and strategic implications

Looking ahead, Turkiye expects renewable capacity to exceed 90 GW by 2030, with solar and wind jointly reaching about 60 GW—up from roughly 38 GW in 2025—and non-hydro renewables expected to comprise the majority of incremental capacity. Achieving these targets will require timely grid reinforcement, particularly in the Mediterranean and Aegean regions where solar and wind resources are abundant but transmission capacity is limited. Further regulatory clarity on storage integration and ancillary-service markets will be essential for accommodating higher shares of variable generation. Biogas and geothermal plants will play a strategic role by providing dispatchable, low-carbon baseload power and stabilizing the system during periods of low wind or solar output.

The renewable energy outlook reinforces the opportunity in Turkiye’s energy transition. Demand growth is robust, policy incentives are well established, and the generation mix is shifting toward low-carbon resources. Companies that can deliver scalable, efficient and dispatchable renewable capacity—particularly in underrepresented segments such as biogas—are well positioned to capture market share and contribute to national decarbonization goals. Continued engagement with regulatory agencies and proactive management of project timelines will remain critical

BUSINESS

Overview

Yesil Global Enerji A.S. (“the Company” or “YGE”) is a leading private-sector operator in the waste-to-energy segment, transforming urban landfill emissions into utility-grade renewable power. YGE develops and operates power generation assets in Turkiye that convert municipal solid waste into clean, grid-stable electricity—leveraging landfill gas, biogas, and geothermal technologies.

The Company currently operates five LFG power plants and one thermal disposal facility across Turkiye, including the Avcikoru facility, which is the largest waste-to-energy LFG power plant in Turkiye by production volume. These sites are designed to capture and convert methane, carbon dioxide, and other landfill by-products into baseload electricity, mitigating greenhouse gas emissions while supplying power to the national grid and industrial customers. Strategically located in high-density urban centers, including Istanbul, Europe’s most populous city, which produces over 17,000 metric tons of municipal solid waste daily, YGE ensures consistent access to high-volume, high-organic-content feedstock with favorable methane yield characteristics.

Electricity generated by YGE is sold under FX-linked tariff structures, primarily through agreements with regional distribution companies. Approximately 90% of the Company’s production qualifies for USD-denominated revenue under YEKDEM, reinforcing financial resilience and cash flow predictability.

YGE’s embedded MRV capabilities support the generation and monetization of verified carbon credits, positioning the Company to align with emerging EU-aligned compliance frameworks. Its waste-to-energy model offers a scalable, economically viable solution to Turkiye’s growing demand for sustainable waste management and renewable power generation.

The Company’s long-tenured technical team and internal maintenance operations support execution certainty, disciplined uptime management, and cost control across its portfolio. These operational strengths, combined with multi-platform fluency and regulatory integration, enable YGE to deliver resilient energy solutions at scale.

Building on its success in Turkiye, the Company is expanding its presence into the United States with planned natural gas initiatives as well as evaluating strategic investments in additional landfill gas and geothermal projects in Turkiye. These efforts reflect the Company’s broader mission to deliver clean, utility-grade energy solutions that support environmental preservation, energy diversification, and long-term stakeholder value.

Our Mission

“LEADERS IN GREEN ENERGY TRANSITION TO DATA CENTER CIRCULAR ECONOMY”

YGE’s mission is to create innovative, safe, sustainable and renewable energy solutions for the 21^st century in Turkiye and abroad. The Company will continue to expand its Landfill-gas (“LFG”), Biogas, and Geothermal operations in Turkiye and develop its tech stack in green energy transition and carbon capture while vertically integrating data center operations in certain markets such as the U.S.

Our Business Operations

Renewable Energy