Fusion Fuel (NASDAQ: HTOO) trims fees with warrant to counsel

Q: How much in outstanding legal fees does Fusion Fuel owe under this supplement?

The company agreed it was obligated to pay Bevilacqua PLLC $395,502.28 for services rendered through November 30, 2025.

Q: What are the key terms of the warrant issued to Bevilacqua PLLC by Fusion Fuel (HTOO)?

Fusion Fuel issued a five-year warrant to Bevilacqua PLLC to purchase 71,429 Class A ordinary shares at an exercise price of $0.88 per share, with demand registration rights for the shares issuable upon exercise.

Q: Why did Fusion Fuel issue a warrant in connection with its legal fees?

Bevilacqua PLLC agreed to deduct $200,000 from the outstanding fees on the condition that Fusion Fuel issued the warrant, which the CEO described as part of efforts to reduce the burden on the company’s cash balance.

Q: How is this 6-K related to Fusion Fuel’s existing registration statements?

This report is incorporated by reference into Fusion Fuel’s registration statements on Form F-3 (File Nos. 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, and 333-276880) and Form S-8 (File Nos. 333-258543 and 333-291732), including their prospectuses and any supplements or amendments.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Fusion Fuel Green PLC amended its engagement with outside securities counsel Bevilacqua PLLC, confirming it owed $395,502.28 for services through November 30, 2025. In return for Bevilacqua PLLC deducting $200,000 from these outstanding fees, the company issued a five-year warrant to purchase 71,429 Class A ordinary shares at an exercise price of $0.88 per share. The warrant includes demand registration rights for the underlying shares and a volume cap that limits daily sales of these shares to 10% of the Class A ordinary shares’ aggregate trading volume on the company’s primary market. The CEO described the arrangement as part of an effort to reduce pressure on the company’s cash balance.

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Accepted by SEC EDGAR 01/08/2026 - 09:00 AM

FAQ

What agreement did Fusion Fuel Green PLC (HTOO) enter into with Bevilacqua PLLC?

Fusion Fuel Green PLC entered into a supplement to its October 30, 2024 engagement agreement with Bevilacqua PLLC, confirming outstanding legal fees and revising payment terms through the issuance of a warrant.

How much in outstanding legal fees does Fusion Fuel owe under this supplement?

The company agreed it was obligated to pay Bevilacqua PLLC $395,502.28 for services rendered through November 30, 2025.

What are the key terms of the warrant issued to Bevilacqua PLLC by Fusion Fuel (HTOO)?

Fusion Fuel issued a five-year warrant to Bevilacqua PLLC to purchase 71,429 Class A ordinary shares at an exercise price of $0.88 per share, with demand registration rights for the shares issuable upon exercise.

Why did Fusion Fuel issue a warrant in connection with its legal fees?

Bevilacqua PLLC agreed to deduct $200,000 from the outstanding fees on the condition that Fusion Fuel issued the warrant, which the CEO described as part of efforts to reduce the burden on the company’s cash balance.

What trading volume restriction applies to sales of the warrant shares?

The holder of the warrant may not sell, transfer, or dispose of warrant shares on any trading day if that day’s sales would cause its total sales of Class A ordinary shares to exceed 10% of that day’s aggregate trading volume on the company’s primary trading market.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: December, 2025.

Commission File Number: 001-39789

Fusion Fuel Green PLC

(Translation of registrant’s name into English)

9 Pembroke Street Upper

Dublin D02 KR83

Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

On December 31, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), entered into a supplement to letter agreement (the “BPLLC Engagement Letter Supplement”) with Bevilacqua PLLC, the Company’s outside securities counsel (“BPLLC”). The BPLLC Engagement Letter Supplement amended and supplemented that certain engagement agreement, dated October 30, 2024, between BPLLC and the Company. Under the BPLLC Engagement Letter Supplement, the Company agreed that the Company was obligated to pay BPLLC $395,502.28 for services rendered to the Company through November 30, 2025 by BPLLC (the “Outstanding Fees”). The BPLLC Engagement Letter Supplement provided that BPLLC agreed to deduct $200,000 from the Outstanding Fees, provided that on the date of the BPLLC Engagement Letter Supplement, the Company issued BPLLC a five-year warrant (the “BPLLC Warrant”) to purchase an aggregate of 71,429 Class A ordinary shares of the Company with a nominal value of $0.0035 each (“Class A Ordinary Shares”).

The BPLLC Warrant has an exercise price of $0.88 per share and provides for demand registration rights with respect to the Class A Ordinary Shares issuable upon exercise of the BPLLC Warrant (the “Warrant Shares”). In addition, the Company and BPLLC agreed to a volume cap on dispositions of the Warrant Shares, pursuant to which the holder of the BPLLC Warrant may not sell, transfer, or otherwise dispose of Warrant Shares on any trading day if such disposition would cause the holder’s total sales of Class A Ordinary Shares to exceed 10% of that day’s aggregate trading volume on the Company’s primary trading market.

The Company’s Chief Executive Officer, John-Paul Backwell, stated: “This agreement is part of our effort to reduce the burden on the Company’s cash balance with a close partner.”

The BPLLC Warrant and the BPLLC Engagement Letter Supplement are furnished as Exhibit 4.1 and Exhibit 10.1 to this Report on Form 6-K, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.

This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, and 333-276880) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.

Exhibit No.		Description
4.1		Class A Ordinary Share Purchase Warrant issued on December 31, 2025
10.1		Supplement to Engagement Letter, dated as of December 31, 2025, between Bevilacqua PLLC and Fusion Fuel Green PLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.