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Fusion Fuel Green replaces warrants on 570,336 shares

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Form Type
424B3

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) updated its resale prospectus to cover up to 2,403,387 Class A Ordinary Shares offered by selling shareholders. On November 13, 2026, the company cancelled 570,336 February 2026 warrants held by Roxy Capital Corp., Bower Four Capital Corp., Leede Financial Inc. ITF Anthony Milewski, RJL18 Capital LP and Daniel Farb, and issued replacement warrants to purchase the same number of shares.

The replacement warrants have holder-specific exercise prices: $0.52 for Roxy Capital, $0.51 for Bower Four, $0.50 for Milewski, $0.53 for RJL18 and $0.54 for Farb. They are exercisable solely for cash, subject to ownership limits; if all are exercised for cash, the company would receive approximately $294,809 in gross proceeds. The initial ownership limit is 9.99% for Milewski and 4.99% for each other holder.

Filing Explained

The exercise window ends in November 2026 rather than February 2029, while the replacement warrants retain a path to potential share issuance.

The company completed the one-for-one exchange, replacing warrants exercisable at $5.148 and $6.864 per share with warrants exercisable at $0.50–$0.54 per share. If exercised, the replacement warrants can issue shares, increasing the share count and reducing existing holders’ percentage ownership.

The replacement warrants are exercisable until November 15–20, 2026, rather than the canceled warrants’ February 20, 2029 expiration.

If share delivery would exceed a holder’s ownership cap, the holder may elect pre-funded warrants instead; it pays the applicable exercise price less $0.0035 per share, leaving $0.0035 per share to exercise those warrants.

Class A Ordinary Shares registered for resale Up to 2,403,387 shares Selling shareholders' resale prospectus
Shares issuable under New Warrants 570,336 shares Replacement warrants issued one-for-one for the exchanged warrants
Potential gross proceeds from cash exercise Approximately $294,809 If all New Warrants are exercised for cash
Roxy Capital exercise price $0.52 per share New Warrant issued to Roxy Capital Corp.
Bower Four exercise price $0.51 per share New Warrant issued to Bower Four Capital Corp.
Milewski exercise price $0.50 per share New Warrant issued to Milewski
RJL18 exercise price $0.53 per share New Warrant issued to RJL18 Capital LP
Farb exercise price $0.54 per share New Warrant issued to Daniel Farb
Section 3(a)(9) regulatory
"in reliance upon the 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.
Beneficial Ownership Limitation financial
"the percentage of Class A Ordinary Shares outstanding immediately after giving effect to such exercise"
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.
New Pre-Funded Warrants financial
"in lieu of such shares, pre-funded warrants to purchase Class A Ordinary Shares"
gross proceeds financial
"aggregate gross proceeds of approximately $294,809"
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.
one-for-one basis technical
"exchange of such Exchanged February 2026 Warrants, on a one-for-one basis"
Offering Type resale/secondary
Securities Offered Class A Ordinary Shares
Offering Amount Up to 2,403,387 Class A Ordinary Shares
Use of Proceeds The Company would receive approximately $294,809 in aggregate gross proceeds if all New Warrants were exercised for cash.

FAQ

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

How many HTOO shares are registered for resale?

The prospectus covers up to 2,403,387 Class A Ordinary Shares for resale by the selling shareholders named in the prospectus.

What are the terms of HTOO's replacement warrants?

The company issued warrants to purchase an aggregate of 570,336 Class A Ordinary Shares. The exercise prices are $0.52 for Roxy Capital Corp., $0.51 for Bower Four Capital Corp., $0.50 for Milewski, $0.53 for RJL18 Capital LP and $0.54 for Daniel Farb.

How much could HTOO receive if the new warrants are exercised?

The company would receive approximately $294,809 in aggregate gross proceeds if all New Warrants were exercised for cash. The warrants are exercisable solely for cash, subject to the holders' ability to elect pre-funded warrants when an exercise would exceed an ownership limit.

What are the ownership limits on HTOO's new warrants?

The initial limits are 4.99% for Roxy Capital Corp., Bower Four Capital Corp., RJL18 Capital LP and Daniel Farb, and 9.99% for Milewski. A holder may elect another limit not above 9.99%; an increase takes effect only after 61 days' prior written notice to the company.

When are HTOO's new warrants exercisable until?

The warrants are exercisable until November 15, 2026 for Roxy Capital Corp.; November 16 for Bower Four Capital Corp.; November 20 for Milewski; and November 18 for RJL18 Capital LP and Daniel Farb.

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

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294414

 

PROSPECTUS SUPPLEMENT

(to Prospectus dated March 23, 2026)

 

FUSION FUEL GREEN PLC

 

Up to 2,403,387 Class A Ordinary Shares

 

This prospectus supplement (this “Prospectus Supplement”) updates, amends, and supplements the prospectus dated March 23, 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. 333-294414) (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 2,403,387 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 (each, a “November 2026 Warrant Exchange Agreement” and collectively, the “November 2026 Warrant Exchange Agreements”), with each of Roxy Capital Corp. (“Roxy Capital”), Bower Four Capital Corp. (“Bower Four”), Leede Financial Inc. ITF Anthony Milewski (“Milewski”), RJL18 Capital LP (“RJL18”) and Daniel Farb (“Farb” and, together with Roxy Capital, Bower Four, Milewski and RJL18, the “Warrant Holders”). The November 2026 Warrant Exchange Agreements provide for (i) the surrender and cancellation of the Exchanged February 2026 Warrants (as defined below) held by the Warrant Holders and (ii) the exchange (the “November 2026 Warrant Exchange”) of such Exchanged February 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 February 2026 Warrants” consist of (i) 150% Price Warrants to purchase Class A Ordinary Shares at an exercise price of $5.148 per share and (ii) 200% Price Warrants to purchase Class A Ordinary Shares at an exercise price of $6.864 per share, each originally issued pursuant to the February 2026 Securities Purchase Agreement and expiring on February 20, 2029. The issuance of the 150% Price Warrants and the 200% Price Warrants was reported in our Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026.

 

Pursuant to the November 2026 Warrant Exchange Agreements, 150% Price Warrants to purchase an aggregate of 285,168 Class A Ordinary Shares and 200% Price Warrants to purchase an aggregate of 285,168 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 February 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 570,336 Class A Ordinary Shares, consisting of a New Warrant to purchase 149,374 Class A Ordinary Shares issued to Roxy Capital, exercisable until November 15, 2026; a New Warrant to purchase 108,636 Class A Ordinary Shares issued to Bower Four, exercisable until November 16, 2026; a New Warrant to purchase 135,794 Class A Ordinary Shares issued to Milewski, exercisable until November 20, 2026; a New Warrant to purchase 149,374 Class A Ordinary Shares issued to RJL18, exercisable until November 18, 2026; and a New Warrant to purchase 27,158 Class A Ordinary Shares issued to Farb, exercisable until November 18, 2026.

 

The New Warrants issued to Roxy Capital, Bower Four, Milewski, RJL18, and Farb have exercise prices of $0.52 per share, $0.51 per share, $0.50 per share, $0.53 per share, and $0.54 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 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, and 4.99% in the case of Farb. 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 $294,809.

 

The Class A Ordinary Shares issuable upon exercise of the 150% Price Warrants and the 200% Price Warrants were registered for resale pursuant to the Registration Statement. Because the New Warrants were issued in exchange for the Exchanged February 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 150% Price Warrants or the 200% Price 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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