Fusion Fuel Green Plc SEC Filings

Fusion Fuel Green PLC has filed a pre‑effective amendment to a shelf registration statement on Form F‑3 to register up to $34,000,000 of Class A ordinary shares, preferred shares, debt securities, warrants and units for primary offerings from time to time. The company may sell these securities in one or more issuances, with specific terms and prices to be detailed in future prospectus supplements.

The filing rolls over $34,000,000 of unsold securities from a prior $75,000,000 shelf under Rule 415(a)(6), along with previously paid filing fees. Fusion Fuel’s Class A ordinary shares and public warrants trade on Nasdaq under “HTOO” and “HTOOW.” As of November 20, 2025, the aggregate market value of Class A ordinary shares held by non‑affiliates was $10,757,793, based on 2,007,051 such shares at a last reported sale price of $5.36 per share as of September 24, 2025.

The company notes it is an emerging growth company and a foreign private issuer, which allows it to use scaled U.S. disclosure and certain Irish home‑country governance practices. Unless specified otherwise in a supplement, net proceeds from any sale will be used for general corporate purposes, including working capital, capital expenditures, debt repayment, or acquisitions.

Fusion Fuel Green PLC has filed a Form S-8 to register 1,971,428 additional Class A ordinary shares, each with a nominal value of $0.0035, for issuance under its 2021 Equity Incentive Plan, as amended. These shares are in addition to 28,572 Class A ordinary shares previously registered on an earlier Form S-8, with both amounts adjusted for the company’s 1-for-35 share consolidation effective July 11, 2025. The filing incorporates by reference the company’s latest Form 20-F, multiple Form 6-K reports, and the existing description of its securities, and lists standard indemnification provisions for directors and officers under Irish law, supported by deeds of indemnity and directors’ and officers’ insurance.

Fusion Fuel Green PLC (HTOO) reported results of its Extraordinary General Meeting held on November 6, 2025. Shareholders approved an increase in authorised share capital by creating additional Class A Ordinary Shares, with the board empowered to determine the exact amount between 100,000 and 1,000,000,000 shares. They also authorised directors to allot and issue relevant securities and, for cash, up to the authorised but unissued share capital, with these authorities lasting until November 6, 2030.

All proposals passed with 147,978 votes for, none against or abstaining. Shareholders elected Pierce Crosby and Steven Gold as Class II Directors. In connection with these elections, Jeffrey E. Schwarz and Rune Magnus Lundetrae resigned from the board. The articles of association will be updated to reflect the authorised share capital increase.

Fusion Fuel Green PLC reported that majority-owned BioSteam Energy has begun construction and equipment fabrication for a biomass-powered industrial steam project at a major dairy processing facility in South Africa. The work proceeds under a Subscription and Shareholders Agreement dated October 16, 2025 among the Company, Alien Fuel (Proprietary) Limited, and BioSteam Energy.

The disclosure notes dependencies and risks typical for project execution, including required additional agreements and approvals, financing commitments under the joint venture, biomass feedstock availability and pricing, and verification and monetization of carbon credits. A related press release is furnished as Exhibit 99.1.

Fusion Fuel Green (HTOO) filed a Form 6-K noting it has signed a Subscription and Shareholders Agreement for a joint venture with Alien Energy (Proprietary) Limited in South Africa, with additional company updates provided. The company furnished the related press release as Exhibit 99.1.

The disclosure highlights customary uncertainties and conditions: completion of additional agreements for the Fairfield Project and other projects, necessary regulatory and other consents, the company’s financing commitments under the joint venture, counterparty performance under a steam supply agreement, availability and pricing of biomass feedstock, and verification and monetization of carbon credits. It also notes that project free cash flow is expected to support repayment of a company loan under the joint venture, while governance procedures and macroeconomic factors (currency, inflation, interest rates) may affect outcomes. The filing references risk factors in the company’s latest Annual Report.

Fusion Fuel Green PLC (HTOO) reported that it has distributed a Notice of Extraordinary General Meeting to shareholders on October 15, 2025, and plans to hold the EGM on November 6, 2025. The company also issued a press release the same day. Both documents are furnished as exhibits: the EGM notice as Exhibit 99.1 and the press release as Exhibit 99.2. The filing includes customary forward‑looking statements cautions.

Fusion Fuel Green PLC (HTOO) reported that its board approved Amendment No. 1 to the 2021 Equity Incentive Plan on October 9, 2025. The amendment increases the maximum number of Class A ordinary shares available for grants by 1,971,428, bringing the plan’s total limit to 2,000,000 shares. The amendment was furnished as Exhibit 10.1. This report is incorporated by reference into the company’s existing Form F‑3 and Form S‑8 registration statements.

Ilustrato Pictures International Inc. reporting person sold ordinary shares of Fusion Fuel Green PLC (HTOO) under a Section 16 filing. The reporting person, identified as a director, reported two disposals on 10/03/2025 totaling 1,000 shares (two lots of 500). The transactions list prices of $2,250 and $2,500 and show the reporter's remaining share counts of 2,002 and 1,502 after each sale. The report indicates the sale was made pursuant to a Rule 10b5-1 plan.