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: March, 2026.
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
March 17, 2026, the board of directors (the “Board”) of Fusion Fuel Green PLC (“Company”) elected James Passin
as a Class III director of the Company. In connection with Mr. Passin’s election, Mr. Passin was appointed as a member of each
of the Nominating and Corporate Governance Committee, the Audit Committee, and the Compensation Committee of the Board.
There
is no arrangement or understanding between Mr. Passin and any person pursuant to which she was selected as director. There are and have
been no transactions in which Mr. Passin has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Under
a non-executive director appointment letter between the Company and Mr. Passin in the Company’s standard form, dated March 17,
2026 (the “Director Agreement”), Mr. Passin will be paid a total annual fee of €50,000. Payments will be made quarterly
in advance. The Company also agreed to reimburse Mr. Passin for pre-approved reasonable business expenses incurred in good faith in connection
with the performance of his duties for the Company. On the same date, the Company and Mr. Passin entered into the Company’s standard
form of indemnification agreement.
On
March 23, 2026, the Company issued a press release announcing the election of Mr. Passin to the Board. 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 (the “Press Release”) and the statements contained therein may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the 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. Such forward-looking
statements include, but are not limited to, statements regarding the Company’s planned acquisition of a controlling interest in
Royal Uranium (as defined in the Press Release) and its expectation to gain royalty exposure to uranium exploration activity across multiple
projects without incurring certain direct costs, and statements regarding planned exploration activities at certain uranium projects.
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 the parties to the Share Exchange Agreement (as defined in the Press Release)
to complete the transaction, the Company’s ability to integrate Royal Uranium’s assets into its business, the ability of
the parties to obtain Irish regulatory approval and any other required third-party consents and approvals in connection with the transaction,
obtain the approval of the Company’s shareholders, and to meet all other closing conditions; the realization of revenues from the
assets of Royal Uranium, including its uranium and natural gas royalties, which may depend on, among other things, the commercial development
of uranium and natural gas deposits, the receipt and maintenance of exploration, mining, and environmental permits and approvals by the
operators of the underlying properties, regulatory approval, and market demand for uranium and natural gas as sources of energy, volatility
in uranium and natural gas commodity prices, which directly affect the potential value of net smelter return and other royalty interests,
the risk that operators of royalty-bearing properties may delay, suspend, or abandon exploration or development activities due to insufficient
funding, unfavorable economic conditions, technical challenges, or regulatory obstacles, the possibility that exploration activities,
including those authorized under recently obtained permits, may not result in the discovery of commercially viable mineral deposits or
hydrocarbon reserves, the dependence of the Company on third-party operators over whom it has no operational control, including decisions
regarding the pace, scope, and method of exploration and development; the risk that changes in mining, environmental, or energy laws
and regulations in the jurisdictions where the royalty assets are located, including Canada, Colombia, and Argentina, which may adversely
affect the feasibility or economics of the underlying projects; political, economic, and social risks associated with operating in foreign
jurisdictions, including currency controls, expropriation, nationalization, and changes in fiscal regimes, and the risk that royalty
agreements may be subject to disputes regarding their scope, enforceability, or the calculation of permitted deductions from gross revenues;
competition from existing or new offerings that may emerge; impacts from strategic changes to the Company’s business on net sales,
revenues, income from continuing operations, or other results of operations; the Company’s ability to obtain sufficient funding
to maintain operations and develop additional services and offerings; 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 Securities
and Exchange Commission (the “SEC”) on April 30, 2024 (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.
This
Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File 333-287226, 333-289429,
333-286198, 333-286202, 333-251990, 333-264714, 333-276880, 333-293286,
and 333-294414) 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 |
| 99.1 |
|
Press Release dated March 23, 2026 |
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:
March 23, 2026 |
/s/
John-Paul Backwell |
| |
John-Paul
Backwell |
| |
Chief
Executive Officer |
Exhibit
99.1
Fusion
Fuel Approves Appointment of Uranium Investor James Passin to Board as Company Undertakes Uranium Royalty Strategy
| | ● | Passin
brings more than two decades of uranium-focused investing experience and deep expertise in
mining finance, resource investing, and frontier markets |
| | ● | Appointment
adds uranium-sector pattern recognition and capital allocation experience as Fusion Fuel
proceeds with its planned acquisition of Royal Uranium |
| | ● | Fusion
Fuel’s royalty model is designed to provide exposure to uranium price upside and project
advancement without direct mine development, sustaining capital, or operating cost exposure |
Dublin,
March 23, 2026 (GLOBE NEWSWIRE) — Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”),
a leading provider of full-service energy engineering, advisory, and utility solutions, today announced that its Board of Directors has
approved the appointment of James Passin to its Board of Directors.
Mr.
Passin brings more than 20 years of uranium-focused investing experience to Fusion Fuel’s Board and is expected to strengthen the
Company’s strategic capabilities in connection with its planned acquisition of a controlling interest in Royal Uranium Inc. (“Royal
Uranium”) and its uranium royalty strategy. Mr. Passin was as one of the earliest professional investors to identify uranium’s
long-term investment potential, establishing uranium exploration and mining as a core focus in 2000 of Firebird Global Fund, a hedge
fund managed by Firebird Management LLC (“Firebird Management”), when prices were below $8 per pound and institutional participation
was limited. As a former manager at Firebird Management, Mr. Passin’s disciplined, cycle-aware approach was demonstrated by exiting
uranium positions ahead of the post-2007 price decline, reflecting a track record of strategic capital allocation across commodity cycles.
Fusion
Fuel is seeking to build a capital-efficient uranium royalty platform designed to provide shareholders with exposure to uranium price
appreciation, exploration success, project advancement, and potential future production across a diversified portfolio of royalty interests,
without taking on the direct capital intensity and operating risks associated with building and operating mines.
Through
its planned acquisition of a controlling interest in Royal Uranium, Fusion Fuel is seeking to build a diversified uranium royalty platform
with exposure to projects across several attractive jurisdictions, including Canada’s Athabasca Basin, one of the world’s
highest-grade uranium districts. The portfolio includes royalty interests associated with projects operated by established uranium industry
participants, including Cameco Corporation, Denison Mines Corp., Orano SA, Uranium Energy Corp., and IsoEnergy Ltd., which Fusion Fuel
believes strengthens the quality and long-term potential of the platform.
Mr.
Passin is a long-time uranium investor with extensive experience across commodity cycles, resource finance, and frontier-market investing.
In 2000, he made uranium exploration and mining a core investment focus at Firebird Global Fund, well before the sector attracted broad
institutional attention. During his tenure at Firebird Management, he directed and managed a resource portfolio in excess of $1 billion,
with significant experience in early-stage resource companies across the Americas, Central Asia, Africa, and other frontier and emerging
markets.
Why
the Royalty Model Matters
Fusion
Fuel’s uranium royalty strategy is intended to offer investors a different way to participate in the uranium market than traditional
mining ownership. Rather than funding exploration programs, mine construction, sustaining capital, or day-to-day operations, a royalty
holder is generally positioned to benefit from project advancement and potential future production while the operator bears the direct
development and operating costs of the underlying asset.
As
a result, the royalty model can provide a more capital-efficient form of uranium exposure, with potential upside to:
| | ● | rising
uranium prices, |
| | ● | exploration
success and resource expansion, |
| | ● | project
derisking and development milestones, and |
| | ● | future
production growth across underlying royalty-bearing assets. |
At
the same time, the model is intended to reduce direct exposure to many of the risks that typically weigh on mining operators, including
construction delays, capital cost overruns, operating cost inflation, and day-to-day execution risk.
Fusion
Fuel believes this structure is particularly attractive in the current uranium environment, where long-term fundamentals continue to
strengthen as energy security concerns, the growing role of nuclear power, and rising electricity demand from data centers and artificial
intelligence infrastructure support renewed focus on uranium supply.
The
Company’s planned acquisition of a controlling interest in Royal Uranium is expected to add a diversified uranium royalty portfolio
with exposure to projects in premier jurisdictions and with established industry operators, positioning Fusion Fuel to participate in
uranium sector upside through a scalable royalty platform.
“James
brings exactly the kind of uranium-market experience and cycle-tested judgment that we believe is valuable as Fusion Fuel pursues its
uranium royalty strategy,” said JP Backwell, Chief Executive Officer of Fusion Fuel. “He has spent more than two decades
evaluating uranium opportunities across multiple cycles and understands both the strategic appeal of the sector and the importance of
disciplined capital allocation. As we continue building our uranium royalty platform, we believe his perspective will be highly valuable
to our Board and our shareholders.”
“Fusion
Fuel is pursuing a strategy that I believe is highly relevant to the current uranium market,” said James Passin. “Uranium
royalties can provide attractive exposure to uranium price appreciation and project upside without the direct capital intensity and operating
risks of mine ownership. With an anticipated diversified royalty portfolio spanning several important jurisdictions, including exposure
to the Athabasca Basin, Fusion Fuel would be positioned to participate in the sector through a model that could offer meaningful upside
with a more disciplined risk profile. I look forward to supporting the Company as it seeks to advance that strategy.”
About
James Passin
James
Passin is an entrepreneur and investor with more than 20 years of experience in hedge fund and private equity investing, with substantial
experience in uranium, mining, and frontier-market resource finance. During his time at Firebird Management, he directed and managed
a portfolio in excess of $1 billion and helped lead investment strategies across emerging and frontier markets. He currently serves as
Co-founder and CEO of BioVaxys Technology Corp. and as a director of St-Georges Eco-Mining Corp. He is a graduate
of the Listed Company Director Program at the Singapore Institute of Directors, holds a Certificate in Corporate Governance from the
Mongolian Corporate Governance Institute, and is a Chartered Market Technician and member of the CMT Association.
Background
on Royal Uranium Transaction
On
February 18, 2026, Fusion Fuel announced that it had entered into a definitive share exchange agreement (“Share Exchange Agreement”)
to acquire a controlling interest in Royal Uranium, a private royalty company holding a diversified portfolio of royalties across the
Americas.
The
proposed transaction is intended to provide Fusion Fuel with exposure to energy commodity royalties from certain assets, particularly
uranium and natural gas deposits, through a capital-efficient royalty portfolio.
Closing
of the transaction is subject to certain conditions, including but not limited to:
| | ● | approval
by the Irish Takeover Panel (the “Panel”) in accordance with the Irish Takeover
Panel Act, 1997, Takeover Rules, 2022, of a circular prepared by Fusion Fuel to be issued
to Fusion Fuel shareholders, convening an extraordinary general meeting of the Company (the
“EGM”); |
| | ● | Fusion
Fuel shareholder approval of the share exchange transaction at the EGM; and |
| | ● | Satisfaction
of such conditions and compliance with such requirements as the Panel may impose or specify
in relation to the transaction. |
The
transaction is expected to close in the first half of 2026. A further description of the terms and conditions of the transaction has
been separately disclosed in a Form 6-K/A furnished with the U.S. Securities and Exchange Commission (the “SEC”) on February
18, 2026.
About
Fusion Fuel Green PLC
Fusion
Fuel Green PLC (NASDAQ: HTOO) provides integrated energy engineering, distribution, and green hydrogen solutions through its Al Shola
Gas, BrightHy Solutions, and BioSteam Energy platforms. With operations spanning LPG supply to hydrogen and bio-steam solutions, the
Company supports decarbonization across industrial, residential, and commercial sectors. For more information, please visit www.fusion-fuel.eu.
Forward-Looking
Statements
This
press release and the statements contained herein 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. Such forward-looking statements include, but are not limited to, statements regarding the
Company’s planned acquisition of a controlling interest in Royal Uranium and its expectation to gain royalty exposure to uranium
exploration activity across multiple projects without incurring certain direct costs, and statements regarding planned exploration
activities at certain uranium projects. 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 the parties to the Share Exchange Agreement
to complete the transaction, the Company’s ability to integrate Royal Uranium’s assets into its business, the ability of
the parties to obtain Irish regulatory approval and any other required third-party consents and approvals in connection with the transaction,
obtain the approval of the Company’s shareholders, and to meet all other closing conditions; the realization of revenues from the
assets of Royal Uranium, including its uranium and natural gas royalties, which may depend on, among other things, the commercial development
of uranium and natural gas deposits, the receipt and maintenance of exploration, mining, and environmental permits and approvals by the
operators of the underlying properties, regulatory approval, and market demand for uranium and natural gas as sources of energy, volatility
in uranium and natural gas commodity prices, which directly affect the potential value of net smelter return and other royalty interests,
the risk that operators of royalty-bearing properties may delay, suspend, or abandon exploration or development activities due to insufficient
funding, unfavorable economic conditions, technical challenges, or regulatory obstacles, the possibility that exploration activities,
including those authorized under recently obtained permits, may not result in the discovery of commercially viable mineral deposits or
hydrocarbon reserves, the dependence of the Company on third-party operators over whom it has no operational control, including decisions
regarding the pace, scope, and method of exploration and development; the risk that changes in mining, environmental, or energy laws
and regulations in the jurisdictions where the royalty assets are located, including Canada, Colombia, and Argentina, which may adversely
affect the feasibility or economics of the underlying projects; political, economic, and social risks associated with operating in foreign
jurisdictions, including currency controls, expropriation, nationalization, and changes in fiscal regimes, and the risk that royalty
agreements may be subject to disputes regarding their scope, enforceability, or the calculation of permitted deductions from gross revenues;
competition from existing or new offerings that may emerge; impacts from strategic changes to the Company’s business on net sales,
revenues, income from continuing operations, or other results of operations; the Company’s ability to obtain sufficient funding
to maintain operations and develop additional services and offerings; 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 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.
Investor Relations Contact
ir@fusion-fuel.eu
www.fusion-fuel.eu
