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  4. [D] Fusion Fuel Green PLC SEC Filing

Fusion Fuel Green (HTOO) raises $1.53M in Reg D equity and warrant deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Fusion Fuel Green PLC filed a notice of an exempt securities offering under Regulation D, relying on Rule 506(b). The company is offering equity securities, including Class A ordinary shares with a nominal value of $0.0035 per share, Pre-Funded Warrants with an exercise price of $0.0035 per share that are immediately exercisable, and Common Warrants with a three-year term and an exercise price of $3.50 per share. As of the notice, the company reports having sold $1,525,000 USD of securities in this offering, with no remaining amount to be sold. The first sale occurred on 2026-08-07. Stated uses of proceeds include general corporate and working capital purposes and payment of fees and expenses related to a Securities Purchase Agreement.

Positive

  • None.

Negative

  • None.
Exemption claimed Rule 506(b) Regulation D exemption relied on for the offering
Total amount sold $1,525,000 USD Securities sold in the exempt offering
Total remaining to be sold $0 USD Remaining amount in the disclosed offering
Pre-Funded Warrant exercise price $0.0035 per share Exercise price, immediately exercisable pre-funded warrants
Common Warrant exercise price $3.50 per share Exercise price of 3-year term common warrants
Date of first sale 2026-08-07 First sale date for securities in this offering
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Pre-Funded Warrants financial
"Pre-Funded Warrants (exercise price: $0.0035 per share; immediately exercisable)"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"Common Warrants (3-year term; exercise price: $3.50 per share)"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Securities Purchase Agreement financial
"transactions contemplated by the Securities Purchase Agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

FAQ

What type of securities is Fusion Fuel Green PLC (HTOO) offering in this Form D?
Fusion Fuel Green PLC is offering equity securities, including Class A ordinary shares, Pre-Funded Warrants exercisable at $0.0035 per share, and Common Warrants with a three-year term and a $3.50 per-share exercise price.

How much has Fusion Fuel Green PLC (HTOO) sold in this exempt offering?
Fusion Fuel Green PLC reports total securities sold of $1,525,000 USD in this exempt offering, with $0 USD remaining to be sold, indicating the offering amount disclosed in the notice has been fully placed.

Which exemption is Fusion Fuel Green PLC (HTOO) using for this capital raise?
Fusion Fuel Green PLC is relying on Rule 506(b) of Regulation D under the Securities Act. This exemption permits private offerings to accredited investors and certain others without full SEC registration, subject to specific conditions.

What are the stated uses of proceeds for Fusion Fuel Green PLC’s (HTOO) Form D offering?
The company states that proceeds will be used for general corporate and working capital purposes and for payment of fees and expenses connected to transactions contemplated by a Securities Purchase Agreement related to the offering.

When did Fusion Fuel Green PLC (HTOO) first sell securities in this exempt offering?
Fusion Fuel Green PLC indicates that the date of first sale in this exempt offering was 2026-08-07. This marks when investors first purchased securities under the terms described in the notice.

What are the key warrant terms in Fusion Fuel Green PLC’s (HTOO) Form D offering?
The offering includes Pre-Funded Warrants with a $0.0035 per-share exercise price that are immediately exercisable and Common Warrants with a three-year term and a $3.50 per-share exercise price for acquiring additional shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001819794
Fusion Fuel Green Ltd
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Fusion Fuel Green PLC
Jurisdiction of Incorporation/Organization
IRELAND
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Fusion Fuel Green PLC
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DUBLIN IRELAND D02 KR83 353 1 961 9350

3. Related Persons

Last Name First Name Middle Name
Figueira de Chaves Frederico
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode
DUBLIN IRELAND D02 KR83
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

CEO, CSO, CFO a.i. & Director
Last Name First Name Middle Name
Passin James
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode
DUBLIN IRELAND D02 KR83
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chair
Last Name First Name Middle Name
Gold Steven
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode
DUBLIN IRELAND D02 KR83
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Crosby Pierce
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode
DUBLIN IRELAND D02 KR83
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Ingargiola Luisa
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode
DUBLIN IRELAND D02 KR83
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Backwell John-Paul
Street Address 1 Street Address 2
9 PEMBROKE STREET UPPER DUBLIN 2
City State/Province/Country ZIP/PostalCode
DUBLIN IRELAND D02 KR83
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
X Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-08-07 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

Class A ordinary shares, nominal value $0.0035 per share Pre-Funded Warrants (exercise price: $0.0035 per share; immediately exercisable) Common Warrants (3-year term; exercise price: $3.50 per share)

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $1,525,000 USD
or Indefinite
Total Amount Sold $1,525,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
13

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$1,525,000 USD
Estimate

Clarification of Response (if Necessary):

General corporate and working capital purposes Payment of fees and expenses in connection with the transactions contemplated by the Securities Purchase Agreement

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Fusion Fuel Green PLC Frederico Figueira de Chaves Frederico Figueira de Chaves Chief Executive Officer 2026-08-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR