[Form 4] Fusion Fuel Green PLC Insider Trading Activity

Rhea-AI Filing Summary

GCL Global Holdings Ltd ("GCL") has filed Prospectus Supplement No. 8 and a Form 6-K to disclose a new warrant issuance linked to an existing SG$5 million credit facility extended to its wholly-owned subsidiary, Epicsoft Asia Pte. Ltd.

• Financing context: The facility, arranged with Oversea-Chinese Banking Corporation (OCBC) on 1 Oct 2024 and amended 12 Mar 2025, provides up to SG$5 million (≈ US$3.75 million). One condition precedent for draw-down is issuance of a warrant to OCBC.
• Warrant terms: • Shares underlying warrant: 899,281 ordinary shares • Exercise price: US$4.17 per share • Aggregate exercise proceeds: US$3.75 million • Term: 5 years from 7 Jul 2025 • Automatic exercise triggers if (i) VWAP > US$12 for 20 consecutive trading days, (ii) ≥ 1 million average daily volume, (iii) market cap ≥ US$1 billion, and (iv) an effective resale registration statement is available.
• Use of proceeds: All exercise proceeds will first repay outstanding amounts under the OCBC facility; any excess is earmarked for the subsidiary’s working capital.
• Dilution & registration: The warrant represents potential dilution of ~899k shares (≈ 1.1% of the 83.5 million shares covered by the broader resale prospectus). GCL must file a resale registration statement for these warrant shares within six months (by 7 Jan 2026).
• Listing & compliance: Shares are listed on Nasdaq Global Select Market; GCL commits to maintain listing, register shares, and provide customary registration rights, indemnities and adjustment mechanisms.

The filing primarily informs investors of incremental potential dilution, outlines the company’s obligations to register the warrant shares, and clarifies that any cash from warrant exercise will reduce debt associated with the SG$5 million facility. No new earnings or operational metrics are provided.

Positive

• Secures SG$5 million credit facility providing near-term liquidity to subsidiary Epicsoft Asia.
• Exercise proceeds mandatorily repay facility debt, limiting net leverage once warrants are exercised.
• Exercise price (US$4.17) and automatic trigger above US$12 reduce near-term dilution risk unless shares appreciate substantially.

Negative

• Potential dilution of 899,281 shares (≈ 1% of shares covered by prospectus) once warrants are exercised.
• Registration rights enable OCBC to resell shares, adding to future supply and possible price pressure.

Insights

Securities Analyst

TL;DR – Small warrant issue funds debt repayment; limited dilution, neutral overall impact.

The SG$5 million OCBC facility gives GCL modest liquidity while keeping leverage in check because any warrant exercise proceeds must first repay the loan. The 899k-share warrant equates to roughly 1% potential dilution versus the 83 million shares already registered for resale, so equity overhang is minimal. The US$4.17 strike sits well above the facility’s cash cost, implying OCBC will only convert if shares appreciate meaningfully. Automatic exercise features (triggering at > US$12) protect GCL from long-term warrant overhang should the stock rally strongly. From a governance standpoint, GCL grants OCBC robust registration rights and typical anti-dilution adjustments. Given the warrant’s small size, the filing is not materially impactful to the investment thesis, but investors should note incremental dilution and resale supply.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ilustrato Pictures International Inc.

(Last) (First) (Middle)

26 BROADWAY

SUITE 934

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fusion Fuel Green PLC [ HTOO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary A	07/03/2025		D		50,000	D	$0.2001	1,658,414	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Nicolas Link	07/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many GCL (GCL) shares are subject to the new warrant?

The warrant allows OCBC to purchase 899,281 ordinary shares of GCL.

What is the exercise price of the OCBC warrant for GCL?

The exercise price is US$4.17 per share, totaling US$3.75 million if fully exercised.

When does the warrant expire?

The warrant can be exercised until the fifth anniversary of 7 July 2025.

What will GCL do with cash from any warrant exercise?

All proceeds will first repay amounts outstanding under the SG$5 million OCBC facility; any remainder goes to Epicsoft Asia’s working capital.

When will GCL file a resale registration statement for the warrant shares?

GCL must file it within six months of 7 July 2025, i.e., by 7 January 2026.