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: November, 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
November 4, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued a press release announcing
that Biosteam Energy (Proprietary) Limited, a majority-owned subsidiary of the Company (“BioSteam Energy”), has commenced
construction and equipment fabrication for its biomass-powered industrial steam project at a major dairy processing facility in South
Africa, pursuant to a Subscription and Shareholders Agreement (the “Joint Venture Agreement”), dated as of October 16, 2025,
among the Company, Alien Fuel (Proprietary) Limited, and BioSteam Energy. A copy of the press release is furnished as Exhibit 99.1 to
this Report on Form 6-K.
Forward-Looking
Statements
The
press release attached as Exhibit 99.1 hereto and the statements contained therein include “forward-looking statements” within
the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events
or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain
words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,”
“projects,” “intends,” “should,” “seeks,” “future,” “continue,”
“plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable
terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations
about future results or events are based upon information available to the Company as of today’s date and are not guarantees of
the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s
expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties
that could cause actual results to differ materially from those projected, including, without limitation, the ability of certain parties
to the Joint Venture Agreement and certain third parties to enter into certain required additional agreements relating to the Fairfield
Project and other projects contemplated by the Joint Venture Agreement; the ability of the parties to the Joint Venture Agreement to
obtain all necessary regulatory and other consents and approvals in connection with the contemplated transactions; the ability of the
Company to satisfy its financing commitments under the Joint Venture Agreement; counterparty performance under a related steam supply
agreement; the availability and pricing of biomass feedstock; uncertainty around verification and monetization of carbon credits; the
ability of the projects contemplated by the Joint Venture Agreement to generate the expected free cash flow necessary for the Company’s
loan under the Joint Venture Agreement to be repaid and to generate returns in connection with each project under the Joint Venture Agreement;
uncertainties of the impact of certain governance procedures and relative rights under the Joint Venture Agreement and other governing
documents and laws, some of which may require the cooperation of the parties or their representatives with respect to matters relating
to the projects contemplated by the Joint Venture Agreement; macroeconomic risks relating to currency exchange rates, inflation rates,
interest rates, or other potentially disruptive factors; and the risks and uncertainties described under Item 3. “Key Information
– D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission (the “SEC”) on May 9, 2025 (the “Annual Report”), and other filings with the SEC. Should any of these
risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets
in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected
in the Annual Report. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable
to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company
does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that
may arise after the date hereof, except as required by law.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated November 4, 2025 |
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.
| |
Fusion
Fuel Green PLC |
| |
(Registrant) |
| |
|
| Date:
November 4, 2025 |
/s/
John-Paul Backwell |
| |
John-Paul
Backwell |
| |
Chief
Executive Officer |
