Fusion Fuel Green expands share sale capacity with new $4.18M ATM limit

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) filed a Form 6-K on 28 Jul 2025 to amend its At-The-Market (ATM) Offering Agreement with H.C. Wainwright. The company raised the maximum aggregate offering price of Class A ordinary shares that can be issued via the ATM to $4.184 million. This amount is in addition to the $2.064 million already issued during the past 12 months, lifting total potential equity sales to roughly $6.248 million. A legal opinion from Arthur Cox LLP (Exhibit 5.1) confirming the validity of the shares accompanies the filing.

The disclosure contains no operational metrics, earnings data, or strategic updates; it solely relates to capital-markets activity and is incorporated by reference into the company’s existing F-3 and S-8 shelf registrations. The expanded ATM provides incremental financing flexibility but also introduces potential dilution for current shareholders.

Positive

• Enhanced liquidity: Raising the ATM cap to $4.18 mm provides additional, flexible access to capital without committing to a large primary offering.

Negative

• Potential dilution: Issuance of up to $4.18 mm in new shares, on top of $2.06 mm already sold, could dilute existing shareholders.

Insights

Equity Capital Markets Analyst

TL;DR: Small ATM up-size gives HTOO added liquidity, but dilution risk is modest; impact is largely neutral.

The increase to $4.18 mm (plus $2.06 mm already raised) is relatively minor for a public company and signals a need for working capital without pursuing a larger, more dilutive deal. Because it is an at-the-market program, issuance will match market demand and pricing, reducing execution risk. However, any shares sold under the facility will expand the float and could pressure the stock, particularly given HTOO’s limited trading volume. No change to fundamentals or guidance is disclosed, so the development is best viewed as housekeeping that modestly improves financial flexibility while carrying a proportional dilution trade-off.

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: July, 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 July 28, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), increased the maximum aggregate offering price of the Company’s Class A ordinary shares with a nominal value of $0.0035 each (“Class A Ordinary Shares”) issuable under the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), dated as of May 16, 2025 (the “ATM Agreement”), to up to an aggregate of $4,184,136, which does not include $2,063,999 of securities that were sold pursuant to General Instruction I.B.5 of Form F-3 during the 12-calendar month period that ends on and includes the date hereof, and filed a prospectus supplement (the “Current Prospectus Supplement”). A copy of the legal opinion as to the legality of the $4,184,136 of Class A Ordinary Shares issuable under the ATM Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286198, 333-286202, 333-251990, 333-264714 and 333-276880) and Form S-8 (File No. 333-258543) and the prospectuses thereof and any prospectus supplements or amendments thereto.

Exhibit No.		Description
5.1		Opinion of Arthur Cox LLP
23.1		Consent of Arthur Cox LLP (included in Exhibit 5.1)

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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: July 28, 2025	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

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FAQ

Why did Fusion Fuel Green PLC (HTOO) file this Form 6-K?

To disclose the increase of its ATM program capacity to $4.184 million in potential share sales.

How much has HTOO already raised under the ATM in the past year?

The company has sold $2.064 million of securities during the last 12-month period.

What is the total potential equity issuance after this amendment?

Combining previous sales and the new cap, HTOO can issue up to $6.248 million of shares.

Who is the sales agent for the ATM offering?

H.C. Wainwright & Co., LLC acts as the agent under the ATM Agreement.

Does the filing include any financial or operational results?

No. The Form 6-K is limited to the ATM amendment and related legal opinion; no earnings data are provided.