Fusion Fuel Green (NASDAQ: HTOO) signs Heads of Terms for South Africa joint venture

Rhea-AI Filing Summary

Fusion Fuel Green PLC filed a report describing that it has signed a non‑binding Heads of Terms with Alien Energy (Pty) Ltd for a potential joint venture on a project in South Africa. The agreement outlines the main commercial framework but still requires definitive contracts, completion of due diligence, financing and regulatory approvals before the project can proceed. The company highlights that expectations for future results and returns from this contemplated project are forward‑looking and subject to significant risks and uncertainties, including the possibility that required agreements, funding, approvals or project cash flows may not materialize as anticipated.

Insights

Renewable energy & project finance analyst

Fusion Fuel outlines an early-stage South African joint venture that remains contingent on definitive agreements and approvals.

The company has signed a Heads of Terms with Alien Energy (Pty) Ltd for a contemplated joint venture on a project in South Africa. A Heads of Terms sets the main commercial and structural concepts but is not a final binding project contract, so many deal elements can still change or fall away.

The disclosure emphasizes that multiple conditions must be met: definitive agreements with Alien Energy and the project client, completion of due diligence, financing commitments for Fusion Fuel’s share of the project, and necessary regulatory and other consents. The company also cautions that expected free cash flows or net income from the project may differ materially from current expectations, tying this initiative into broader risk factors already described in its Annual Report on Form 20‑F.

Overall, this represents a potential growth opportunity in a new geography, but its realization depends on successful contract negotiations, funding, and approvals, all of which are highlighted as uncertainties in the forward‑looking statements language.

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: September, 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 September 15, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued a press release announcing that it had signed a Heads of Terms (“Heads of Terms”) with Alien Energy (Pty) Ltd relating to a joint venture for a project in South Africa. 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 Company’s ability to enter into definitive agreements with Alien Energy and the client of the contemplated project; the ability of the parties to the Heads of Terms to complete their due diligence and all other closing conditions prior to the closing of such definitive agreements; the ability of the parties to the Heads of Terms 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 for the project contemplated by the Heads of Terms; the ability of the project contemplated by the Heads of Terms to generate the expected free cash flows or net income necessary for the Company to generate the anticipated returns on its contemplated financial commitments or consideration in connection with these transactions; 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 September 15, 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: September 15, 2025	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

FAQ

What did Fusion Fuel Green PLC (HTOO) disclose in this Form 6-K?

Fusion Fuel Green PLC disclosed that it has signed a non‑binding Heads of Terms with Alien Energy (Pty) Ltd for a contemplated joint venture on a project in South Africa, and furnished a related press release as Exhibit 99.1.

Who is Fusion Fuel Green PLC partnering with for the South Africa project?

Fusion Fuel Green PLC signed a Heads of Terms with Alien Energy (Pty) Ltd, setting out the framework for a potential joint venture related to a project in South Africa.

Is the joint venture between Fusion Fuel Green PLC (HTOO) and Alien Energy finalized?

No. The company describes the document as a Heads of Terms, and states that definitive agreements, due diligence, financing, and regulatory and other approvals must still be obtained before the contemplated transactions can close.

What risks does Fusion Fuel Green PLC highlight regarding the South Africa joint venture?

Fusion Fuel notes risks including its ability to enter into definitive agreements with Alien Energy and the project client, complete due diligence and other closing conditions, obtain necessary consents and approvals, satisfy its financing commitments, and achieve the expected free cash flows or net income from the contemplated project.

How does this filing relate to Fusion Fuel Green PLC’s existing risk disclosures?

The company points investors to risks described under “Key Information – D. Risk Factors” and elsewhere in its Annual Report on Form 20‑F filed on May 9, 2025, stating that those risks, together with the specific deal-related uncertainties, could cause actual results to differ materially from current expectations.

Does Fusion Fuel Green PLC commit to updating its forward-looking statements about this project?

Fusion Fuel states that it does not undertake any obligation to publicly update its forward-looking statements to reflect events or circumstances arising after the date of the statements, except as required by law.