[D] Fusion Fuel Green PLC SEC Filing

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) has filed a Form D for a completed Regulation D Rule 506(b) private placement.

• Total offering: $4.3 million in equity, warrants/rights and the securities issuable upon exercise.
• Amount sold: $4.3 million; remaining: $0.
• First sale: 22 Jul 2025; the offering will not extend beyond one year.
• Investors: 6 (no disclosure of any non-accredited participants).
• Fees: No sales commissions or finder’s fees; minimum investment set at $0.
• Use of proceeds: None of the funds are allocated to directors, officers or promoters.
• Issuer size: Revenue “Decline to Disclose”; industry tagged as “Other Energy.”

The filing confirms that HTOO secured $4.3 million in fresh capital at no explicit placement cost, enhancing liquidity while avoiding public-market dilution mechanics. Limited financial details are provided, so investors only know that cash has been raised and all securities have already been placed under the Rule 506(b) exemption.

Positive

• $4.3 M fully subscribed, providing immediate liquidity to the company.
• No sales commissions or finder’s fees, so gross equals net proceeds.
• No proceeds allocated to insiders, lowering conflict-of-interest concerns.

Negative

• Issuer declined to disclose revenue size, limiting insight into financial scale.
• Equity issuance implies dilution without accompanying valuation details.
• Minimal disclosure on use of funds, reducing transparency for investors.

Insights

Financial Analyst

TL;DR: $4.3 M cash raised privately, no fees, boosts liquidity; impact modest but directionally positive.

This Form D shows HTOO completed a $4.3 million equity and warrant financing with six accredited investors under Rule 506(b). The absence of commissions or finders’ fees means gross proceeds equal net proceeds, an efficient raise for a micro-cap. Because proceeds are not earmarked for insiders, the cash should flow to operations or growth spending, although the filing gives no breakdown. Given HTOO’s historical capital intensity in green hydrogen projects, an extra $4.3 million modestly lengthens its runway but is unlikely to be transformational. Overall liquidity improves, share count rises, and there is no immediate regulatory overhang.

Corporate Governance Expert

TL;DR: Governance neutral—standard Reg D raise, no insider payments, limited disclosure.

From a governance lens, the filing is routine: standard Rule 506(b) exemption, duly signed by CEO John-Paul Backwell. Notably, zero proceeds are directed to executives, reducing conflict-of-interest risk. However, the company declined to disclose revenue and provides no valuation or use-of-funds detail, limiting shareholder visibility. While not negative, transparency could be stronger, especially for an issuer that trades publicly.

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
9 Pembroke Street Upper
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DUBLIN	IRELAND	D02 KR83	+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	2025-07-22				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	$4,300,000	USD	or Indefinite
Total Amount Sold	$4,300,000	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:

6

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	2025-07-24

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 much capital did Fusion Fuel Green PLC (HTOO) raise in this Form D?

HTOO reported $4.3 million in total offering amount, all of which has already been sold.

What type of securities were issued in the HTOO private placement?

The company issued equity, warrants/rights, and the underlying securities exercisable under those rights.

Were any sales commissions or finder’s fees paid by Fusion Fuel Green PLC?

No. The filing lists $0 for both sales commissions and finder’s fees.

When did the first sale occur and will the offering last more than one year?

The first sale took place on 22 July 2025, and the issuer states the offering will not last more than one year.

How many investors participated in the offering?

The Form D discloses a total of 6 investors.

Is any portion of the proceeds earmarked for Fusion Fuel executives or directors?

No. The company indicates $0 of the proceeds will be paid to executives, directors or promoters.