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Fusion Fuel Green swaps warrants at $0.50–$0.54

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Form Type
424B3

Rhea-AI Filing Summary

Fusion Fuel Green PLC's prospectus covers the resale by selling shareholders of up to 4,993,249 Class A Ordinary Shares. The company cancelled 431,369 August 2026 warrants with a $3.50 exercise price and exchanged them one-for-one for new warrants to purchase the same number of shares.

The new warrants are exercisable solely for cash, at holder-specific prices of $0.50 to $0.54 per share, with exercise periods ending between November 15 and December 8, 2026. If all are exercised for cash, the company would receive approximately $225,684 in gross proceeds. If exercise would push a holder above its ownership limit, the holder may elect pre-funded warrants with a remaining exercise price of $0.0035 per share. Selling shareholders may resell shares at prevailing, related, fixed or negotiated prices.

Shares covered for resale Up to 4,993,249 Class A Ordinary Shares Shares covered for resale by selling shareholders
Warrants cancelled and exchanged 431,369 warrants to purchase Class A Ordinary Shares Exchanged one-for-one for new warrants
Potential gross proceeds from warrant exercises Approximately $225,684 If all New Warrants are exercised for cash
New Warrant exercise prices Lantern Management Fund $0.50; Roxy Capital Corp. $0.52; Bower Four Capital Corp. $0.51; Leede Financial Inc. ITF Anthony Milewski $0.50; RJL18 Capital LP $0.53; Daniel Farb $0.54; Vayo Ventures Ltd. $0.53 per share Holder-specific prices
Beneficial ownership limits 4.99% or 9.99% Limits vary by warrant holder
Notice period for an increase in ownership limit 61 days Prior written notice to the company
Last reported sale price $1.15 per Class A Ordinary Share November 12, 2026
New Warrants technical
"exchange for new warrants to purchase Class A Ordinary Shares"
New Pre-Funded Warrants technical
"pre-funded warrants to purchase Class A Ordinary Shares"
Beneficial Ownership Limitation regulatory
"the “Beneficial Ownership Limitation”"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 3(a)(9) regulatory
"exemption from registration provided by Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
gross proceeds financial
"aggregate gross proceeds of approximately $225,684"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
Offering Type secondary
Securities Offered Class A Ordinary Shares
Offering Amount Up to 4,993,249 Class A Ordinary Shares
Use of Proceeds If all New Warrants are exercised for cash, Fusion Fuel Green PLC would receive approximately $225,684 in aggregate gross proceeds.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HTOO shares are covered for resale?

Up to 4,993,249 Class A Ordinary Shares are covered for resale by the selling shareholders named in the prospectus. They may sell at prevailing market prices, prices related to prevailing market prices, fixed prices or negotiated prices.

How many shares do the new HTOO warrants cover by holder?

Lantern Management Fund received a warrant for 39,215 shares; Roxy Capital Corp., 58,823; Bower Four Capital Corp., 19,607; Leede Financial Inc. ITF Anthony Milewski, 58,823; RJL18 Capital LP, 58,823; Daniel Farb, 98,039; and Vayo Ventures Ltd., 98,039. The warrants cover 431,369 shares in total.

What ownership limits apply to the new HTOO warrants?

After exercise, a holder and its affiliates may not beneficially own above the applicable limit: 9.99% for Lantern Management Fund and Leede Financial Inc. ITF Anthony Milewski, and 4.99% for Roxy Capital Corp., Bower Four Capital Corp., RJL18 Capital LP, Daniel Farb and Vayo Ventures Ltd. An increase requires 61 days' prior written notice and cannot exceed 9.99%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-298887

 

PROSPECTUS SUPPLEMENT

(to Prospectus dated September 22, 2026)

 

FUSION FUEL GREEN PLC

 

Up to 4,993,249 Class A Ordinary Shares

 

This prospectus supplement (this “Prospectus Supplement”) updates, amends, and supplements the prospectus dated September 22, 2026 (the “Prospectus”), which forms a part of Fusion Fuel Green PLC’s (the “Company,” “we,” “us,” or “our”) Registration Statement on Form F-3 (File No. 333-298887) (the “Registration Statement”), relating to the offer and resale from time to time by the selling shareholders named in the Prospectus (the “Selling Shareholders”) of up to 4,993,249 Class A Ordinary Shares. The Selling Shareholders may sell such Class A Ordinary Shares at prevailing market prices, at prices related to such prevailing market prices, at fixed prices or in negotiated transactions, as described under “Plan of Distribution” in the Prospectus. Capitalized terms used and not defined herein are as defined in the Prospectus.

 

We are filing this Prospectus Supplement to update certain information in the Prospectus. On November 13, 2026, the Company entered into separate Warrants Cancellation and Exchange Agreements, each dated as of November 13, 2026 (or, in the case of such agreement with Lantern Management Fund (“Lantern”), November 10, 2026) (each, a “November 2026 Warrant Exchange Agreement” and collectively, the “November 2026 Warrant Exchange Agreements”), with each of Lantern, Roxy Capital Corp. (“Roxy Capital”), Bower Four Capital Corp. (“Bower Four”), Leede Financial Inc. ITF Anthony Milewski (“Milewski”), RJL18 Capital LP (“RJL18”), Daniel Farb (“Farb”), and Vayo Ventures Ltd. (“Vayo” and, together with Lantern, Roxy Capital, Bower Four, Milewski, RJL18, and Farb, the “Warrant Holders”). The November 2026 Warrant Exchange Agreements provide for (i) the surrender and cancellation of the Exchanged August 2026 Warrants (as defined below) held by the Warrant Holders and (ii) the exchange (the “November 2026 Warrant Exchange”) of such Exchanged August 2026 Warrants, on a one-for-one basis, for new warrants to purchase Class A Ordinary Shares (the “New Warrants”), in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

 

The “Exchanged August 2026 Warrants” consist of August 2026 $3.50 Warrants to purchase Class A Ordinary Shares at an exercise price of $3.50 per share, originally issued pursuant to the August 2026 Securities Purchase Agreement and expiring on August 14, 2029. The issuance of the August 2026 $3.50 Warrants was reported in our Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on August 7, 2026, as amended by our Report on Form 6-K/A furnished to the SEC on August 11, 2026.

 

Pursuant to the November 2026 Warrant Exchange Agreements, August 2026 $3.50 Warrants to purchase an aggregate of 431,369 Class A Ordinary Shares held by the Warrant Holders have been cancelled and the Warrant Holders have released all rights and claims under or in respect of such Exchanged August 2026 Warrants (other than rights and claims arising under the November 2026 Warrant Exchange Agreements). In exchange, the Company issued New Warrants to purchase an aggregate of 431,369 Class A Ordinary Shares, consisting of a New Warrant to purchase 39,215 Class A Ordinary Shares issued to Lantern, exercisable until December 8, 2026; a New Warrant to purchase 58,823 Class A Ordinary Shares issued to Roxy Capital, exercisable until November 15, 2026; a New Warrant to purchase 19,607 Class A Ordinary Shares issued to Bower Four, exercisable until November 16, 2026; a New Warrant to purchase 58,823 Class A Ordinary Shares issued to Milewski, exercisable until November 20, 2026; a New Warrant to purchase 58,823 Class A Ordinary Shares issued to RJL18, exercisable until November 18, 2026; a New Warrant to purchase 98,039 Class A Ordinary Shares issued to Farb, exercisable until November 18, 2026; and a New Warrant to purchase 98,039 Class A Ordinary Shares issued to Vayo, exercisable until November 20, 2026.

 

The New Warrants issued to Lantern, Roxy Capital, Bower Four, Milewski, RJL18, Farb, and Vayo have exercise prices of $0.50 per share, $0.52 per share, $0.51 per share, $0.50 per share, $0.53 per share, $0.54 per share, and $0.53 per share, respectively. The New Warrants are exercisable solely for cash. To the extent that the issuance of Class A Ordinary Shares upon exercise would cause a Warrant Holder to exceed its beneficial ownership limitation, the Warrant Holder may elect to receive, in lieu of such shares, pre-funded warrants to purchase Class A Ordinary Shares (the “New Pre-Funded Warrants”), in which case it will pay in cash the applicable exercise price less $0.0035 per share, and each New Pre-Funded Warrant will have a remaining exercise price of $0.0035 per share.

 

 
 

 

Each of the New Warrants and the New Pre-Funded Warrants may not be exercised to the extent that, after giving effect to such exercise, its holder (together with any of its affiliates) would beneficially own in excess of the percentage of Class A Ordinary Shares outstanding immediately after giving effect to such exercise initially elected by such holder (the “Beneficial Ownership Limitation”), which is 9.99% in the case of Lantern, 4.99% in the case of Roxy Capital, 4.99% in the case of Bower Four, 9.99% in the case of Milewski, 4.99% in the case of RJL18, 4.99% in the case of Farb, and 4.99% in the case of Vayo. The Beneficial Ownership Limitation may be raised or lowered to any other percentage not in excess of 9.99%, at the option of each Warrant Holder, provided that any increase will only be effective upon 61 days’ prior written notice to the Company. The number of Class A Ordinary Shares being offered for resale under the Prospectus, as supplemented by this Prospectus Supplement, does not take into account any limitations on the exercise of the New Warrants and the New Pre-Funded Warrants.

 

If all of the New Warrants were exercised for cash, the Company would receive aggregate gross proceeds of approximately $225,684.

 

The Class A Ordinary Shares issuable upon exercise of the August 2026 $3.50 Warrants were registered for resale pursuant to the Registration Statement. Because the New Warrants were issued in exchange for the Exchanged August 2026 Warrants on a one-for-one basis, the Class A Ordinary Shares issuable upon exercise of the New Warrants and the New Pre-Funded Warrants (the “New Warrant Shares”) remain covered by the Registration Statement, up to the number of Class A Ordinary Shares registered thereunder in respect of the exchanged warrants and not previously sold. All references in the section entitled “Selling Shareholders” of the Prospectus, as previously supplemented, to the August 2026 $3.50 Warrants held by the Warrant Holders shall refer to the New Warrants, and all references to the shares issuable thereunder shall include the New Warrant Shares.

 

This Prospectus Supplement is not complete without the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be delivered with this Prospectus Supplement, and is qualified by reference thereto, except to the extent that the information in this Prospectus Supplement expressly updates or supersedes the information contained in the Prospectus or in any document incorporated by reference therein that was filed with the SEC before the date of this Prospectus Supplement.

 

The Class A Ordinary Shares are listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HTOO”. The last reported sale price of the Class A Ordinary Shares on Nasdaq on November 12, 2026 was $1.15.

 

Investing in our securities involves a high degree of risk. For a discussion of information that should be considered in connection with an investment in our securities, see “Risk Factors” beginning on page 4 of the Prospectus and the risk factors contained in any document incorporated by reference into the Prospectus and this Prospectus Supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is November 13, 2026.

 

 

 

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