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, 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
November 13, 2026, Fusion Fuel Green PLC (the “Company”) entered into a separate Warrants Cancellation and Exchange
Agreement, dated as of November 13, 2026 (or, in the case of Lantern Management Fund LP, November 10, 2026) (each, a “Warrant
Exchange Agreement”) with each of Roxy Capital Corp., Bower Four Capital Corp., Leede Financial Inc. ITF Anthony Milewski, RJL18
Capital LP, Daniel Farb, Vayo Ventures Ltd., and Lantern Management Fund LP (each, a “Warrant Investor”). Under each Warrant
Exchange Agreement, the outstanding warrants held by the Warrant Investor that were issued pursuant to the Warrants Cancellation and
Exchange Agreement dated as of December 5, 2025, and the Securities Purchase Agreements dated as of February 14, 2026 and August 7, 2026,
having exercise prices ranging from $3.50 to $6.864 per share (the “Existing Warrants”), were cancelled and exchanged, pursuant
to Section 3(a)(9) of the Securities Act of 1933, as amended, for new warrants (the “New Warrants”) to purchase the same
number of Class A ordinary shares of the Company, nominal value $0.0035 per share (“Class A Ordinary Shares”), at reduced
exercise prices. The New Warrants issued to the Warrant Investors are exercisable for an aggregate of 3,015,952 Class A Ordinary Shares,
as follows: Roxy Capital Corp., 546,928 shares at an exercise price of $0.52 per share; Bower Four Capital Corp., 566,015 shares at $0.51
per share; Leede Financial Inc. ITF Anthony Milewski, 194,617 shares at $0.50 per share; RJL18 Capital LP, 208,197 shares at $0.53 per
share; Daniel Farb, 125,197 shares at $0.54 per share; Vayo Ventures Ltd., 98,039 shares at $0.53 per share; and Lantern Management Fund
LP, 1,276,959 shares at $0.50 per share. The New Warrants are subject to a beneficial ownership limitation of 9.99% for each of Leede
Financial Inc. ITF Anthony Milewski and Lantern Management Fund LP, and 4.99% for each of Bower Four Capital Corp., Roxy Capital
Corp., RJL18 Capital LP, Daniel Farb, and Vayo Ventures Ltd. The New Warrants expire at 5:00 p.m. (New York City time) on the
date that is two calendar days (in the case of Roxy Capital Corp.), three calendar days (in the case of Bower Four Capital Corp.), five
calendar days (in the case of RJL18 Capital LP and Daniel Farb), seven calendar days (in the case of Leede Financial Inc. ITF Anthony
Milewski and Vayo Ventures Ltd.) or 28 calendar days (in the case of Lantern Management Fund LP) after the date of the applicable Warrant
Exchange Agreement.
The
New Warrants are exercisable solely for cash, subject to customary adjustments. To the extent that an exercise would cause the holder
to exceed its beneficial ownership limitation, the holder may elect to receive pre-funded warrants with a remaining exercise price of
$0.0035 per share (the “New Pre-Funded Warrants”) in lieu of the excess Class A Ordinary Shares, upon payment of the exercise
price of the New Warrant less $0.0035 per share. The beneficial ownership limitation may be raised or lowered to any other percentage
not in excess of 9.99%, at the option of each holder, provided that any increase will only be effective upon 61 days’ prior written
notice to the Company.
If
all of the New Warrants were exercised in full for cash, the Company would receive aggregate gross proceeds of approximately $1,538,770,
which the Company intends to use for working capital and general corporate purposes. No Warrant Investor is obligated to exercise its
New Warrants.
Each
of the Warrant Investors previously purchased securities from the Company. In addition, Roxy Capital Corp., Bower Four Capital Corp.,
and Lantern Management Fund LP each beneficially owned approximately 9.99% of the outstanding Class A Ordinary Shares as of September
10, 2026, and Anthony Milewski, a beneficial owner of the securities held by Leede Financial Inc. ITF Anthony Milewski, is the former
Chief Executive Officer, President and director of Royal Uranium Inc., a wholly-owned subsidiary of the Company.
The
forms of the New Warrants, the New Pre-Funded Warrants and the Warrant Exchange Agreements are furnished as Exhibits 4.1, 4.2 and 10.1,
respectively, to this Report on Form 6-K, and the foregoing description is qualified in its entirety by reference to such exhibits.
This
Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-298887, 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 |
| 4.1 |
|
Form of Ordinary Shares Purchase Warrant |
| 4.2 |
|
Form of Pre-Funded Ordinary Shares Purchase Warrant |
| 10.1 |
|
Form of Warrants Cancellation and Exchange Agreement |
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 13, 2026 |
|
/s/
Frederico Figueira de Chaves |
| |
|
Frederico
Figueira de Chaves |
| |
|
Chief
Executive Officer and Interim Chief Financial Officer |
