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Fusion Fuel’s BrightHy Solutions Signs Agreements to Launch Up to €30 Million Targeted Hydrogen Investment Platform

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Fusion Fuel (NASDAQ: HTOO) subsidiary Bright Hydrogen Solutions has signed definitive agreements with a Partner to establish Bright Hydrogen Holding as a dedicated investment platform to develop industrial-scale green hydrogen projects with up to €30 million of Partner-committed capital.

Capital is to be deployed in up to three tranches of €10 million, subject to project approvals and governance. BrightHy Solutions is the exclusive manager and development partner; the first greenlit project is a green hydrogen facility in Spain with build-out expected to start in Q1 2026. Management and performance fees to BrightHy Solutions are anticipated, and Bright Hydrogen Holding will be wholly owned by the Partner.

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Positive

  • Targeted funding of €30 million in three €10M tranches
  • First project: green hydrogen plant in Spain starting Q1 2026
  • BrightHy Solutions appointed exclusive manager and developer
  • Potential management and performance fee revenue for BrightHy Solutions

Negative

  • Funding deployment conditional on project approvals and governance
  • Bright Hydrogen Holding will be wholly owned by the Partner, limiting BrightHy control

Key Figures

Targeted platform capital €30 million Partner-committed capital for Bright Hydrogen Holding platform in three tranches
Tranche size €10 million Each of three potential capital tranches, subject to approvals
First project timing 2026 Green hydrogen production facility in Spain expected to begin build-out Q1 2026
Shelf registration amount $34,000,000 Form F-3/A pre-effective amendment filed Nov 21, 2025
Prior shelf size $75,000,000 Original shelf from which $34,000,000 of unsold securities were rolled over
Additional S-8 shares 1,971,428 shares New Class A shares registered for 2021 Equity Incentive Plan
Equity plan limit 2,000,000 shares Total maximum shares under amended 2021 Equity Incentive Plan
Roxy Capital stake 141,482 shares (7.31%) Beneficial ownership of Class A shares per Schedule 13G

Market Reality Check

$3.91 Last Close
Volume Volume 14,689 is far below 20-day average of 1,103,706, indicating limited pre-news participation. low
Technical Shares at $3.91 were trading below the $6.41 200-day moving average, reflecting a longer-term downtrend.

Peers on Argus

Peer moves were mixed: BNRG up 1.44% while SUUN, NXXT, VGAS, and WAVE declined between 1.89% and 15.96%, pointing to stock-specific rather than broad sector drivers.

Historical Context

Date Event Sentiment Move Catalyst
Dec 03 Engineering contracts Positive +11.7% Two Dubai engineering contracts totaling about $1.37M plus recurring LPG revenue.
Nov 25 Hydrogen project deal Positive +5.0% BrightHy Solutions contract up to ~€1.7M for electrolyzer and refueling station.
Nov 06 EGM approvals Positive +4.6% Shareholders approved increased authorised share capital and director changes.
Nov 04 SA project groundbreaking Positive -6.5% Groundbreaking for biomass-powered steam project, first footprint in Southern Africa.
Oct 16 South Africa JV Positive -2.4% JV with Alien Fuel for Fairfield decarbonization; Fusion Fuel to advance R10M loan.
Pattern Detected

Recent project and contract announcements have more often seen positive price alignment, though select decarbonization project updates triggered negative reactions despite constructive news.

Recent Company History

Over the past few months, Fusion Fuel reported several growth-focused milestones. On Oct 16 it formed the BioSteam Energy JV for a South African biomass-steam decarbonization project, followed by groundbreaking and construction start news on Nov 4. Governance flexibility increased after EGM approvals on Nov 6. BrightHy Solutions expanded its green hydrogen footprint in southern Europe via a contract of up to €1.7 million on Nov 25, and Al Shola Gas secured two Dubai engineering contracts totaling about $1.37 million on Dec 3. Today’s hydrogen investment platform announcement continues this project- and partnership-led strategy.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-21
$34,000,000 registered capacity

An active Form F-3/A shelf filed on Nov 21, 2025 registers up to $34,000,000 of securities for potential primary offerings, rolling over unsold capacity from a prior $75,000,000 shelf. This provides the company flexibility to raise capital for general corporate purposes, which could be used alongside the new hydrogen investment platform.

Market Pulse Summary

This announcement establishes a dedicated investment vehicle backed by up to €30 million of partner capital in three €10 million tranches, with an initial green hydrogen project in Spain targeted for 2026. It extends a pattern of contract wins and decarbonization projects across Europe and Africa. Investors may watch how fee-based revenues, EPC roles, and project approvals progress, alongside the company’s existing $34,000,000 shelf capacity and expanded equity incentive plan, when evaluating future funding and execution risk.

Key Terms

special purpose vehicles financial
"holding company for a portfolio of project special purpose vehicles, while BrightHy"
Special purpose vehicles are separate companies created to isolate financial risk or manage specific assets and projects. They act like dedicated containers that hold particular investments or loans, helping organizations keep certain activities separate from their main operations. For investors, understanding these entities is important because they can influence how risks and returns are structured within a larger financial system.
tranches financial
"to be released over time in three potential tranches of €10 million, subject"
Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.
management fee financial
"Revenue to BrightHy Solutions as asset manager is expected to be derived from an annual management fee and a performance fee"
A management fee is the regular charge that a fund or investment firm takes for running and overseeing investors’ money, typically expressed as a percentage of assets under management. It matters because this ongoing cost reduces the net returns you receive—like paying a caretaker a slice of a garden’s harvest—and higher fees can significantly erode long-term investment gains.
green hydrogen technical
"first project expected to be a green hydrogen production facility in Spain in 2026"
Green hydrogen is hydrogen made by splitting water with electricity that comes from renewable sources, producing little or no carbon emissions. Investors watch it because it can act like a rechargeable, low‑carbon fuel or energy carrier for industries and transport that are hard to electrify, creating long‑term demand for production plants, storage and transport infrastructure and making returns sensitive to technology costs, energy prices and policy support.

AI-generated analysis. Not financial advice.

  • Deployment of up to €30 million of Partner-committed capital, to be released over time in three potential tranches of €10 million each.
  • First project expected to be a green hydrogen production facility in Spain in 2026.

Dublin, Ireland, Dec. 29, 2025 (GLOBE NEWSWIRE) -- Fusion Fuel Green PLC (NASDAQ:HTOO) (“Fusion Fuel” or the “Company”), today announced that Bright Hydrogen Solutions Limited (“BrightHy Solutions”), a wholly-owned subsidiary of Fusion Fuel, has signed agreements with a green energy technologies provider (the “Partner”) establishing Bright Hydrogen Holding Company Limited (“Bright Hydrogen Holding”) as a dedicated platform for the development, financing and delivery of industrial-scale hydrogen projects, with up to €30 million in financing by the Partner.

The signing of the agreements marks the commercial evolution from the previously announced non-binding term sheet with the Partner to a platform structure, providing a comprehensive legal, governance and funding framework to support the rollout of hydrogen infrastructure projects.

Under the transaction, Bright Hydrogen Holding has been established as a standalone investment vehicle, with BrightHy Solutions appointed as exclusive manager and development partner. The platform brings together BrightHy Solutions’ technical, commercial and project development expertise with a long-term investment framework designed to support the origination, construction and operation of hydrogen projects.

The definitive documentation comprises:

  • a share purchase agreement, pursuant to which Bright Hydrogen Holding has been established as the central investment platform;

  • an investment and funding agreement with the Partner, which sets out a framework for the targeted deployment of up to €30 million of capital, to be released over time in three potential tranches of €10 million, subject to project approvals and governance processes; and

  • a management services agreement, under which BrightHy Solutions will provide exclusive management, development and project execution services across the platform and its project companies.

Bright Hydrogen Holding, which will be wholly owned by the Partner, will act as the holding company for a portfolio of project special purpose vehicles, while BrightHy Solutions will be responsible for sourcing and evaluating opportunities and leading project development and execution.

Capital will be deployed on a phased basis and only into projects approved as greenlit by Bright Hydrogen Holding’s investment committee and board (including at least one Partner-appointed director voting in favor). Revenue to BrightHy Solutions as asset manager is expected to be derived from an annual management fee and a performance fee on returns above a certain compounded annual hurdle, and will depend on financing availability and project execution. BrightHy Solutions may also earn revenues as the EPC contractor for the hydrogen plant execution under separate project-specific agreements.

The first greenlit project to be developed through Bright Hydrogen Holding will be a green hydrogen production facility supplying an industrial cement operator in Spain, with the build-out of the facility anticipated to commence during the first quarter of 2026.

“This is a significant milestone for all parties,” said Frederico Figueira de Chaves, CEO of BrightHy Solutions. “By introducing a phased investment approach for green hydrogen projects that aims to lower upfront capital obligations at the project company level, with funding released in tranches as projects are approved, we believe we are pioneering a novel solution for green hydrogen projects and supporting industrial companies to execute their decarbonization efforts.”

About Fusion Fuel Green PLC

Fusion Fuel Green PLC (NASDAQ: HTOO) provides integrated energy engineering, distribution, and green hydrogen solutions through its Al Shola Gas and BrightHy Solutions platforms. With operations spanning LPG supply to hydrogen solutions, the Company supports decarbonization across industrial, residential, and commercial sectors.

About Bright Hydrogen Solutions Ltd

BrightHy Solutions, a subsidiary of Fusion Fuel Green PLC (NASDAQ: HTOO), is positioning itself as a leader in the hydrogen through electrolysis solutions market. With its substantial industry experience, BrightHy Solutions assists clients through the entire hydrogen production value chain including plant design, tailored engineering solutions, equipment sourcing, engineering and implementation oversight. BrightHy Solutions has a strong and core focus on safety, reliability, and efficiency. Find out more at www.brighthy.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the Partner’s ability to raise financing for the contemplated projects, BrightHy Solutions’ performance as project manager, the approval of future projects by the Partner, the ability of the parties to obtain all necessary regulatory and other consents and approvals and to deliver all required products and services in connection with the contemplated projects; the ability of the projects to generate the expected free cash flows or net income necessary for the Company to generate the anticipated returns in connection with the contemplated projects; macroeconomic risks; and the risks and uncertainties described under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”), on May 9, 2025 (the “Annual Report”), and other filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Investor Relations Contact
ir@fusion-fuel.eu
www.fusion-fuel.eu


FAQ

What did Fusion Fuel (HTOO) announce on December 29, 2025?

Fusion Fuel said BrightHy Solutions signed agreements to form Bright Hydrogen Holding with up to €30 million of Partner capital for hydrogen projects.

How will the €30 million investment be deployed for HTOO projects?

Capital is planned to be released over time in up to three tranches of €10 million, subject to project approvals and governance.

When will the first project under the HTOO platform begin construction?

The first green hydrogen production facility in Spain is expected to begin build-out in Q1 2026.

What role will BrightHy Solutions play in the HTOO-backed platform?

BrightHy Solutions is the exclusive manager, development partner and may act as EPC contractor under project-specific agreements.

How will BrightHy Solutions earn revenue from the HTOO platform?

Revenue is expected from an annual management fee and a performance fee on returns above a compounded annual hurdle, plus possible EPC contracts.

Who owns Bright Hydrogen Holding under the HTOO transaction?

Bright Hydrogen Holding will be wholly owned by the Partner, with BrightHy Solutions appointed as the platform manager.
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