[D] Fusion Fuel Green PLC SEC Filing

Rhea-AI Filing Summary

Upexi (Nasdaq: UPXI) filed an 8-K disclosing two material events.

1) $500 million equity line. On 25-Jul-25 the company signed a Common Stock Purchase Agreement with A.G.P./Alliance Global Partners. Management may, at its sole discretion, sell the lesser of (i) $500 million or (ii) shares equal to 19.99 % of current outstanding stock, unless shareholder approval lifts the cap. Stock is issued at 95 % of VWAP via dollar or intraday orders. The facility ends after one year or when fully drawn. A companion Registration Rights Agreement requires a resale registration filing within 30 days and effectiveness within 60 days.

2) Additional Solana purchase. On 23-Jul-25 Upexi bought 83,000 SOL for $16.7 million ($201.34/SOL), lifting holdings to 1.9 million SOL valued above $381 million at the 22-Jul-25 spot price.

Implications: The equity line supplies flexible liquidity but could dilute shareholders by up to 20 % at a 5 % discount. The enlarged cryptocurrency position increases exposure to price volatility and concentration risk.

Insights

Financial Analyst

TL;DR: Equity line boosts liquidity but at potential 20% dilution; Solana buy diversifies assets yet heightens volatility—net impact balanced.

The $500 million commitment gives Upexi a sizeable, on-demand capital source without immediate leverage, enhancing funding optionality for working capital or acquisitions. Pricing at 95 % of VWAP is relatively shareholder-friendly versus PIPE norms. However, issuing nearly one-fifth of the float would weigh on EPS and voting power. The Solana accumulation, now >$381 million, provides mark-to-market upside but links enterprise value to crypto cycles, potentially increasing share-price beta. Overall, the filing is strategically useful but financially neutral until management signals how proceeds will be deployed.

Risk Analyst

TL;DR: Dilutive equity issuance and $381M crypto concentration materially raise capital structure and market risk; investors face pricing, regulatory and volatility uncertainties.

The equity facility’s 19.99 % cap skirts Nasdaq shareholder-approval thresholds but still represents material dilution, especially given the 5 % discount. Should the share price weaken, additional issuance could create a downward spiral. Compliance lapses on the registration timetable would suspend access to funds when most needed. The enlarged Solana exposure concentrates >$381 million of corporate assets in a single, highly volatile token, introducing mark-to-market earnings noise, liquidity risk, and potential regulatory scrutiny. Collectively, these moves tilt the risk-reward profile to the downside.

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
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

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	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
10 EARLSFORT TERRACE		DUBLIN 2
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DUBLIN	IRELAND	D02 T380	+351 960 439 641

3. Related Persons

Last Name	First Name	Middle Name
Figueira de Chaves	Frederico
Street Address 1	Street Address 2
9 Pembroke Street Upper
City	State/Province/Country	ZIP/PostalCode
Dublin	IRELAND	D02 KR83

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jones	Gavin
Street Address 1	Street Address 2
9 Pembroke Street Upper
City	State/Province/Country	ZIP/PostalCode
Dublin	IRELAND	D02 KR83

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schwartz	Jeffrey
Street Address 1	Street Address 2
9 Pembroke Street Upper
City	State/Province/Country	ZIP/PostalCode
Dublin	IRELAND	D02 KR83

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lundetrae	Rune	Magnus
Street Address 1	Street Address 2
9 Pembroke Street Upper
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
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
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	2025-02-28				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):

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	$1,300,000	USD	or Indefinite
Total Amount Sold	$1,300,000	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:

3

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.

$0

USD

Estimate

Clarification of Response (if Necessary):

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	John-Paul Backwell	John-Paul Backwell	CEO	2025-07-25

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.

FAQ

How large is Upexi's new equity facility with A.G.P./Alliance Global Partners?

The Common Stock Purchase Agreement allows Upexi to sell up to $500 million in common stock, subject to a 19.99 % share cap.

What pricing formula will be used for future UPXI share sales?

Shares will be issued at 95 % of the volume-weighted average price (VWAP) for the specified order period.

When must Upexi file the resale registration statement?

Under the Registration Rights Agreement, the company must file within 30 days and achieve SEC effectiveness within 60 days.

How many Solana tokens does Upexi now hold?

After purchasing 83,000 SOL, Upexi holds 1.9 million SOL valued at over $381 million (spot price $200.60).

What is the potential shareholder dilution from the equity line?

Absent additional approval, dilution is capped at 19.99 % of existing outstanding shares.