Fusion Fuel Green PLC’s SEC filings document material-event disclosures by an Irish public limited company that reports as a foreign private issuer. Recent Form 6-K reports furnish press releases on operating and financial results, subsidiary business progress, engineering subcontracts, biomass-powered steam operations and regional operating risks.
The filing record also covers material agreements, capital-structure disclosures, shareholder voting matters, governance matters and risk factors. Company-specific disclosures include Quality Industrial Corp., Al Shola Gas in the UAE LPG infrastructure and distribution business, and BioSteam Energy in industrial steam operations.
Fusion Fuel Green PLC (HTOO) reported that Steven Gold resigned as a director effective immediately on September 30, 2026. The company expressed gratitude for his service.
Fusion Fuel Green PLC (HTOO) intends to restate its audited consolidated financial statements for the year ended December 31, 2025, after its independent auditor said they should not be relied upon. The company identified errors in translating goodwill and intangible balances, classifying foreign-operation translation differences in profit or loss rather than other comprehensive income, and assessing goodwill impairment.
Preliminary, unaudited estimates indicate an approximately €4.0 million increase in 2025 net loss, including an approximately €1.1 million goodwill impairment charge and approximately €3.1 million of foreign-exchange translation differences reclassified from finance income to other comprehensive income, plus related adjustments. Total equity at December 31, 2025 is estimated to decline by approximately €3.8 million. The company says the adjustments are non-cash and do not affect revenue, cash position or net cash flows; it does not expect the restatement directly to cause it to fail to meet Nasdaq Capital Market continued listing requirements. Estimates remain subject to change pending completion of the restatement and auditor review.
Fusion Fuel Green PLC (HTOO) agreed, subject to satisfaction or, where permissible, waiver of closing conditions, to issue 500,000 Class A ordinary shares with an aggregate value of $2,000,000 on the Closing Date, based on $4.00 per share. The investors collectively own 49% of Al Shola Gas, while majority-owned subsidiary Quality Industrial Corp. (QIND) owns 51%.
QIND agreed to issue Fusion Fuel common shares valued at $2,000,000 as consideration, with the share count based on the lower of its closing price immediately before the Closing Date or its average closing price for the five Trading Days ending on the Trading Day immediately before closing. Nasdaq approval of an initial listing application is a closing condition; Fusion Fuel need not pursue it unless it determines, in its sole discretion, that it will meet applicable Nasdaq listing requirements at submission.
If the Class A shares have not been issued by December 31, 2026 because closing has not occurred, QIND must, within 10 calendar days thereafter, satisfy that $2,000,000 purchase-price portion with cash or certain other securities. The shares are unregistered and restricted. After closing, Fusion Fuel must file a resale registration statement within 30 calendar days and use commercially reasonable efforts to have it effective within 90 calendar days; transfer restrictions remain applicable.
Fusion Fuel Green PLC (HTOO) registered for resale by selling shareholders up to 4,993,249 Class A ordinary shares. The company is not selling shares in this resale and will receive no proceeds from those sales. It may receive approximately $2,093,726 in gross proceeds if all August 2026 pre-funded and $3.50 warrants are exercised for cash; if received, it intends to use the proceeds for working capital and general corporate purposes.
The resale shares include 3,750,018 shares issued in exchange for Royal Uranium, 421,563 shares issued in the August 2026 private placement, shares issuable under warrants from that placement, and 47,169 shares issued to Bevilacqua PLLC for legal services. The placement generated $1,525,000 in gross proceeds. The pre-funded warrants cover 176,468 shares at $0.0035 per share, while the $3.50 warrants cover 598,031 shares. Exercises are subject to a 4.99% beneficial-ownership limit, or 9.99% if elected; an increase requires 61 days’ prior written notice.
Fusion Fuel Green PLC (HTOO) furnished a Form 6-K to share an investor presentation it is using at a September 2026 investment conference. The presentation covers expected benefits from acquiring Royal Uranium Inc. and integrating its uranium and natural gas royalty portfolio, revenue targets for majority-owned subsidiary Al Shola Al Modea Gas Distribution L.L.C. in the UAE, and projected returns and revenue streams from South African subsidiary Biosteam Energy.
It also outlines plans for Bright Hydrogen Solutions Limited, including a potential €30 million hydrogen infrastructure investment vehicle deployed in tranches and an active project pipeline. Extensive cautionary language highlights that these are forward-looking statements subject to significant risks, including commodity price volatility, regulatory and political risks in multiple jurisdictions, operational dependence on third parties, funding needs, and geopolitical risks affecting Al Shola Gas.
Fusion Fuel Green PLC (HTOO) has filed a Form F-3 to register for resale up to 4,993,249 Class A Ordinary Shares, all to be sold by existing holders from time to time. Fusion Fuel will not sell any shares itself and will not receive proceeds from these resales.
The registered shares comprise 3,750,018 shares issued in the Royal Uranium share exchange, 421,563 shares and related warrants from an August 2026 private placement, and 47,169 shares issued to Bevilacqua PLLC for legal fees, plus shares issuable on exercise of August 2026 pre-funded and $3.50 warrants. If all of those warrants are exercised for cash, Fusion Fuel estimates potential gross proceeds of about $2.09 million, intended for working capital and general corporate purposes.
Fusion Fuel operates a diversified energy platform through Al Shola Gas, BrightHy Solutions, BioSteam Energy, and a uranium and natural gas royalty portfolio via Royal Uranium. A highlighted risk factor describes significant unpaid obligations at majority-owned subsidiary Quality Industrial Corp. (QIND) tied to its purchase of 51% of Al Shola Gas, potential default exposure of roughly $11.18 million, and going concern issues at QIND that could lead to loss or impairment of that investment and pressure on consolidated results and Nasdaq listing compliance.
Fusion Fuel Green PLC (HTOO) reports that its indirect UAE subsidiary Al Shola Gas has taken delivery of a new LPG bobtail tanker expected, at target run-rate, to generate approximately AED 6.0 million ($1.6 million) in annual recurring revenue. The new unit is expected to ramp to about 200 metric tons of LPG deliveries per month within four to six months, producing an estimated AED 400,000–500,000 ($109,000–$136,000) in monthly revenue. The vehicle expands Al Shola Gas’s fleet to 53 vehicles, including three LPG bobtails and 10 LPG cylinder trucks, and is intended to improve delivery reliability and reduce reliance on third parties.
Al Shola Gas also obtained a Petroleum Products Permit from the Dubai Supreme Council of Energy, authorizing continued cylinder and bulk LPG distribution, transport, sale and storage. Fusion Fuel believes stricter enforcement of Dubai’s regulatory framework may favor fully permitted operators, supporting its strategy to grow recurring, cash-generative energy businesses in the UAE, including a fourth, smaller-format bobtail currently in production.
Fusion Fuel Green PLC (HTOO) describes three interest-free loan arrangements it entered into as lender with ILUS, a seller under a prior Stock Purchase Agreement involving Series A Convertible Preferred Shares. Under that agreement, Fusion Fuel issued 4,171,327 Series A Preferred Shares, convertible into 1,191,812 Class A ordinary shares, and ILUS also received 109,113 Class A ordinary shares.
On December 24, 2025, Fusion Fuel agreed to lend ILUS $100,000 for working capital in exchange for extending the “Extended Purchaser Meeting Deadline” to March 31, 2026, with repayment due on the earlier of one year, conversion of ILUS’s preferred shares, or ILUS ceasing to hold Fusion Fuel shares, and with an option for repayment via cancellation of ILUS-held shares. On February 16, 2026, Fusion Fuel agreed to a second, similar interest-free unsecured loan of $240,000.
On March 26, 2026, Fusion Fuel and ILUS agreed that $100,000 of payments to ILUS-related entities constituted a further interest-free loan and ILUS extended the Extended Purchaser Meeting Deadline to June 30, 2026, with no further extension to be granted. This third agreement secures obligations under the February and March 2026 loans with ILUS’s preferred shares in Fusion Fuel and allows the company to restrict transfer or conversion of those “Secured Shares” while amounts remain outstanding. Fusion Fuel reports that, as of this report, $230,000 has actually been advanced under the loan arrangements.
Fusion Fuel Green PLC (HTOO) reported that its indirect subsidiary Al Shola Al Modea Gas Distribution L.L.C. signed 10 new LPG engineering subcontracts in Dubai with an anticipated aggregate project value of approximately AED 5.14 million ($1.4 million), plus potential follow-on utility revenues.
The three largest projects, in Dubai South, Motor City and Studio City, have a combined expected value of about AED 4.5 million ($1.24 million), including a Motor City residential development with approximately 2,974 apartments and an engineering value of about AED 3.45 million ($945,500). Seven additional projects awarded in July total around AED 642,410 ($175,000) and collectively cover more than 3,450 residential units.
Fusion Fuel expects several of these projects to generate combined potential annual utility revenue of approximately AED 2.95 million to AED 3.75 million ($805,000 to $1.02 million). A new LPG supply agreement with an Abu Dhabi-based hospitality group could, if further work is awarded, represent an additional AED 3.0 million to AED 4.0 million ($820,000 to $1.09 million) in potential revenue over roughly 18 months, supporting the company’s strategy of building more predictable, long-term cash flows. All such figures are forward-looking and subject to multiple operational, market, and geopolitical risks.