[144] Fusion Fuel Green PLC SEC Filing

Rhea-AI Filing Summary

Color Star Technology Co., Ltd. (NASDAQ: ADD) reported the results of its 29 June 2025 Annual General Meeting in a Form 6-K filing. Holders of 17,083,723 ordinary shares, representing 57.9 % of outstanding shares, formed a quorum and approved every agenda item.

Key resolutions:

• Reverse Share Split & Share Consolidation: Board may implement a reverse split at a ratio between 1-for-5 and 1-for-100. This reduces the share count and raises the par value while keeping authorised capital at US$32 million. Vote: 99.0 % in favour (16.92 m For / 0.16 m Against).
• Corporate Rebrand: Company name will change to Zeta Network Group. Vote: 99.3 % in favour (16.97 m For).
• Articles Amendment: Adoption of a Seventh Amended & Restated Memorandum and Articles to reflect the share consolidation and name change (99.3 % support).
• 2025 Equity Incentive Plan: Authorises new share-based awards; passed with 99.1 % support.
• Board Elections: Five directors (Wei Zhang, Hung-Jen Kuo, Honglei Jiang, Yan Zhang, Samantha Huang) re-elected with ~99.2 % approval each.
• Auditor Ratification: Assentsure PAC retained for FY 2025 (99.5 % approval).
• Routine filings and adjournment authorities also approved.

Implications for investors: The reverse split authority provides flexibility to lift a depressed share price or meet exchange listing requirements, but may compress existing shareholdings depending on the final ratio chosen. The equity plan could introduce dilution over time, while the rebrand signals a strategic repositioning. No financial performance metrics were disclosed in this filing.

Positive

• Shareholder approvals across all 12 proposals provide the board with clear mandate and reduce execution risk.
• Potential bid-price compliance through authorised reverse split could help maintain NASDAQ listing.
• Rebranding to Zeta Network Group may refresh market perception and align with strategic repositioning.

Negative

• Broad 1-for-100 reverse split authority introduces uncertainty and potential value compression for existing shareholders.
• 2025 Equity Incentive Plan adds future dilution risk, particularly after the share consolidation.

Insights

Financial Analyst

TL;DR Governance items passed; reverse split enables compliance but raises dilution risk—overall neutral to slightly cautious impact.

The reverse split authority is the most material resolution. It gives the board a broad 1-for-5 to 1-for-100 range, suggesting a potentially very low current trading price and possible NASDAQ delisting pressure. While a consolidation can restore bid price compliance, it does not add intrinsic value and historically leads to negative post-split returns if not paired with operational improvement. The 2025 Equity Incentive Plan further increases potential dilution once the split is effected. On the positive side, all items passed with overwhelming support, indicating shareholder alignment, and the rebranding could facilitate marketing around new business lines. Absent earnings data, cash metrics, or strategic detail, the filing is largely procedural. I view the net impact as neutral, with a watch flag on execution of the split ratio.

Corporate Governance Expert

TL;DR Strong shareholder support reflects governance stability; broad split authority requires vigilant oversight.

From a governance perspective, achieving nearly 99 % approval across all items shows effective engagement and absence of organised dissent. Amendments to the Memorandum and Articles are routine when undertaking a share consolidation and name change, and the company has secured authorisation for requisite Cayman filings, minimising procedural risk. However, granting a 1-for-100 cap without preset conditions concentrates significant power in the board’s hands. Best practice would involve clearer triggers or a narrower range to protect minority holders. The refreshed board composition and continued appointment of Assentsure PAC provide continuity. Overall impact is neutral but merits monitoring the board’s timing and communication around the eventual split execution.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary A	LPC Markets (Mauritius) Ltd, East Wing, First Floor, Lifestyle Boulevard, Sottise Road, Grand Baie, O4 30525	1402731	0.20	1708414	07/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary A	11/18/2024	Stock Purchase Agreement	Fusion Fuel Green PLC			3818969	11/18/2024	Share Swap

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/18/2025	8000	2280.00
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/19/2025	10000	2801.00
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/20/2025	20000	5060.00
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/23/2025	190000	40850.00
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/24/2025	500000	106520.00
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/25/2025	118821	23657.26
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/26/2025	475000	93497.50
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	06/30/2025	72586	14617.85
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	07/01/2025	500000	102220.00
Ilustrato Pictures International Inc. 26 Broadway, Suite 934, New York, NY 10004	Ordinary A	07/02/2025	216148	44388.41

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What reverse split ratio did Color Star (ADD) approve?

Shareholders authorised a ratio between 1-for-5 and 1-for-100; the exact ratio will be set later by the board.

Why is Color Star changing its name to Zeta Network Group?

The AGM approved a special resolution to rebrand; the filing gives no additional rationale beyond adopting the new name.

Did shareholders approve the 2025 Equity Incentive Plan?

Yes, the plan passed with 16.93 m For vs. 0.15 m Against, enabling future share-based awards.

Who will audit Color Star for FY 2025?

Assentsure PAC was ratified as the independent registered public accounting firm.

Were any directors opposed during the elections?

All five directors received about 99 % support; opposition votes ranged from 0.14 m to 0.15 m shares.

What percentage of shares were represented at the AGM?

Approximately 57.94 % of the 29.48 m outstanding shares were present or represented by proxy.