Fusion Fuel Green PLC SEC Filings

Fusion Fuel Green PLC reported that its wholly owned subsidiary, Bright Hydrogen Solutions Limited, has achieved key execution milestones on two previously announced green hydrogen projects in southern Europe. BrightHy completed the Front-End Engineering Design (FEED) package for the Hydrogen Production Unit at a 15 MW industrial green hydrogen production facility expected to supply hydrogen for blending into the natural gas network. BrightHy also completed Factory Acceptance Tests (FAT) for major equipment for a hydrogen refueling station project, working with equipment suppliers Sungrow Hydrogen and Houpu Global Clean Energy. The tested equipment has been shipped and is in transit to the project site, where installation is expected as the project advances toward commissioning. The company highlights these as important execution milestones supporting its engineering and project-delivery strategy and cites extensive forward-looking risk factors, including project execution, permitting, financing, and its ability to continue as a going concern.

Fusion Fuel Green PLC amended a prior disclosure to restate the numbers of Class A ordinary shares and warrants issued in an August 2026 private placement and the related gross proceeds. The company agreed to sell 421,563 Class A ordinary shares, 176,468 pre-funded warrants and 598,031 common warrants for contemplated aggregate gross proceeds of approximately $1,525,000. The common warrants are exercisable at $3.50 per share (or $3.4965 for pre-funded warrant shares) for three years and are subject to a 4.99%/9.99% Beneficial Ownership Limitation. Net proceeds are earmarked for general corporate and working capital needs and transaction expenses, and the company must register the resale of the shares and warrant shares on Form F-3. Separately, the company entered into a legal services supplement with Bevilacqua PLLC, applying a 15% discount to certain outstanding fees, issuing $100,000 in equity at a 20% discount, and committing to pay at least $250,000 in cash toward past-due legal services.

Fusion Fuel Green PLC entered into an August 2026 private placement with institutional investors, agreeing to issue 431,367 Class A ordinary shares, 176,468 pre-funded warrants, and 619,194 common warrants for contemplated aggregate gross proceeds of approximately $1,550,000. The shares and pre-funded warrants are priced at $2.55 per share, with common warrants exercisable at $3.50 per share for three years, all subject to a 4.99% or 9.99% Beneficial Ownership Limitation. Net proceeds are designated for general corporate and working capital purposes and transaction expenses, and the company has committed to register the resale of the securities, with cash penalties of 1.5% of the subscription amount per 30 days if registration obligations are not met.

Separately, Fusion Fuel Green amended its engagement with Bevilacqua PLLC, which was owed $637,157.36. The firm granted a 15% discount on $605,907.75 of non-SEC maintenance fees, reducing that portion to $515,021.59. The company will also issue $100,000 of Class A shares at a 20% discount to market and pay at least $250,000 in cash (using commercially reasonable efforts to pay $300,000) toward the remaining balance.

Fusion Fuel Green PLC describes a prospectus supplement for Class A ordinary share sales under its At The Market Offering Agreement with H.C. Wainwright, providing for a maximum aggregate offering price of $6,619,798. The company is not obligated to sell additional shares and either party may suspend or terminate the arrangement.

To date it has sold 256,597 Class A shares for approximately $2,808,808 before fees under this agreement and earlier shelf materials. Wainwright earns a 3.0% cash commission on gross proceeds and is reimbursed up to $60,000 of initial legal fees and $5,000 per due diligence update session.

Fusion Fuel Green PLC is offering up to $6,619,798 of Class A Ordinary Shares through an at-the-market program under a Form F-3 shelf, with H.C. Wainwright & Co. acting as sales agent or principal and earning a 3.0% commission on gross sales.

As of July 21, 2026, there were 7,047,527 Class A Ordinary Shares outstanding; an illustrative sale of 2,460,891 shares at $2.69 would bring total shares to up to 9,508,418, increasing pro forma net tangible book value (deficit) to $(0.53) per share and causing dilution of about $3.22 per share to new investors.

Proceeds are earmarked for working capital and general corporate purposes and may help satisfy a requirement to raise at least $5,000,000 of “Purchaser Financing,” half of which is to be made available to subsidiary Quality Industrial Corp. (QIND) under loan arrangements. The risk section highlights that QIND may be in default on obligations of about $11,175,000 under the Al Shola Gas acquisition agreement, with only about $1,020,000 paid, creating potential for loss of its 51% interest in Al Shola Gas, monetary damages, asset liens, or insolvency and possible material impairment charges at Fusion Fuel, which already carries a going-concern warning.

Fusion Fuel Green PLC completed a share exchange to acquire Royal Uranium Inc. and now provides audited 2024–2025 financials for Royal Uranium and unaudited pro forma combined information. The Share Exchange Agreement values Royal Uranium at $15,000,000, paid in up to 3,750,018 Fusion Fuel Class A ordinary shares or pre-funded warrants.

Royal Uranium, a uranium royalty company, reported total assets of C$10,291,935 and shareholders’ equity of C$10,194,605 at December 31, 2025, with cash of C$77,803 and royalty assets of C$8,412,279. It generated 2025 royalty revenue of C$40,577 and a net loss of C$655,308, and has an accumulated deficit of C$2,484,372 and working capital of C$29,159.

Royal Uranium’s auditor and management highlight substantial doubt about its ability to continue as a going concern, given recurring losses and dependence on new financing. On a preliminary basis, Fusion Fuel’s purchase price allocation assumes Royal Uranium’s carrying values approximate fair value, resulting in provisional goodwill of about €6.45 million. Pro forma for 2025, the combined company shows revenue of €14,441 thousand and a net loss attributable to Fusion Fuel shareholders of €3,156 thousand.

Fusion Fuel Green PLC completed a share-for-share acquisition of Royal Uranium Inc., exchanging 3,750,018 Class A Ordinary Shares for 81,881,029 Royal Uranium common shares, valuing Royal Uranium at $15,000,000 and making it a wholly owned subsidiary. RU shareholders are subject to staged lock-ups for up to 18 months, after which Fusion Fuel must file a registration statement to permit resales of the new shares. Advisors to the transaction received 95,000 shares and pre-funded warrants for up to 190,000 additional shares, which the company also must register.

Updated risk disclosures highlight substantial doubt about the company’s ability to continue as a going concern, with €13.1 million of indebtedness versus €0.575 million of cash and heavy reliance on external financing. Issuing 3,750,018 shares is expected to leave former Royal Uranium shareholders holding about 63.3% of outstanding Class A shares. Royal Uranium’s largely non-producing uranium and natural gas royalty portfolio carries an indicative valuation of about $30.4 million that depends on unverified assumptions and is heavily concentrated in a single project. Additional risks include a material weakness in internal control over financial reporting, the possibility Nasdaq may view the deal as a change of control, significant goodwill and intangible assets that may be impaired, and complex integration and potential unwinding risks around the QIND gas distribution business.

Fusion Fuel Green PLC is updating the rights of its Series A Convertible Preferred Shares to align with a prior reverse share split. The company originally issued 4,171,327 Series A Preferred Shares in connection with a November 2024 stock purchase transaction. Following a 1-for-35 share consolidation of its Class A Ordinary Shares effective July 11, 2025, the board approved an Amended and Restated Certificate of Designation. This amendment changes the conversion ratio from ten Class A Ordinary Shares per preferred share to two-sevenths of a Class A Ordinary Share per preferred share and corrects the formula for future anti-dilution adjustments. The amended certificate is filed as an exhibit and is incorporated by reference into several existing registration statements.

Fusion Fuel Green PLC held an Extraordinary General Meeting where shareholders approved all three proposed resolutions. First, they approved the planned acquisition of Royal Uranium Inc. under a Share Exchange Agreement dated February 18, 2026, with 816,174 votes for, 831 against, and 3,116 abstentions.

Second, shareholders approved the conversion of 4,171,327 Series A Convertible Preferred Shares of US$0.0001 each into ordinary shares of US$0.0035 each in accordance with existing conversion terms, receiving 808,014 votes for, 7,618 against, and 4,489 abstentions. This conversion will occur after shareholder approval and submission and clearance of an initial listing application with Nasdaq.

Third, they approved changing the company’s name from Fusion Fuel Green PLC to Fusion Elements plc, subject to approvals in Ireland and from Nasdaq, with 815,564 votes for, 982 against, and 3,575 abstentions. As of the May 8, 2026 record date, 3,297,509 Class A Ordinary Shares were outstanding, and 820,121 shares were represented at the meeting, forming a quorum.