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: August, 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
August 5, 2025, Fusion Fuel Green PLC, an Irish public
limited company (the “Company”), received a notice (the “Compliance Decision”) from the Hearings Advisor of the
Office of the General Counsel of the Nasdaq Hearings Panel of The Nasdaq Stock Market LLC (“Nasdaq”), confirming that the
Company has regained compliance with Nasdaq Listing Rules 5620(a) and 5550(a)(2).
A
copy of the press release announcing the Compliance Decision 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 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 August 6, 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:
August 6, 2025 |
/s/
John-Paul Backwell |
| |
John-Paul
Backwell |
| |
Chief
Executive Officer |
