[SCHEDULE 13G/A] Fusion Fuel Green PLC Amended Passive Investment Disclosure
Bower Four reports 139,328 shares in Fusion Fuel
Fusion Fuel Green PLC ownership update: Bower Four Capital Corp. and Gregory Lipschitz report beneficial ownership positions in Class A Ordinary Shares.
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Fusion Fuel Green PLC ownership update: Bower Four Capital Corp. and Gregory Lipschitz report beneficial ownership positions in Class A Ordinary Shares. Each Reporting Person beneficially owns 139,328 shares and an aggregate of 211,191 Class A Ordinary Shares issuable upon exercise of warrants, subject to a 9.99% beneficial ownership limitation.
The filing states 3,297,509 Class A Ordinary Shares outstanding as of May 8, 2026.
Key Figures
Shares beneficially owned:139,328 sharesWarrants issuable (aggregate reported):211,191 sharesPotential beneficial ownership without limits:955,934 shares+2 more
5 metrics
Shares beneficially owned139,328 sharesAmount beneficially owned by each Reporting Person
Warrants issuable (aggregate reported)211,191 sharesAggregate Class A Ordinary Shares issuable upon exercise of warrants after limitation
Potential beneficial ownership without limits955,934 sharesAggregate would-be beneficial ownership without 9.99% limitation
Beneficial ownership limit9.99%Exercise limitation preventing ownership above this percentage
Shares outstanding3,297,509 sharesOutstanding Class A Ordinary Shares as of May 8, 2026
Key Terms
beneficial ownership limitation, pre-funded warrants, dispositive power
3 terms
beneficial ownership limitationregulatory
"The warrants may not be exercised to the extent that such exercise would result in the number of Class A Ordinary Shares beneficially owned... 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pre-funded warrantsfinancial
"270,198 Class A Ordinary Shares issuable upon exercise of certain pre-funded warrants at an exercise price of $0.0035 per share"
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.
dispositive powerregulatory
"Sole Dispositive Power 350,519.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake did Bower Four report in Fusion Fuel Green (HTOO)?
Bower Four reported beneficial ownership of 139,328 Class A shares and 211,191 shares issuable upon warrant exercise. The filing notes a 9.99% ownership cap and cites 3,297,509 shares outstanding as of May 8, 2026.
Who is Gregory Lipschitz in the HTOO filing?
Gregory Lipschitz is the Managing Director of Bower Four and a joint Reporting Person. He reports sole voting and dispositive power over the securities held by Bower Four and disclaims beneficial ownership except to his pecuniary interest.
How many shares would the Reporting Persons own without warrant limits?
Without the beneficial ownership limitation, the Reporting Persons would beneficially own an aggregate of 955,934 Class A Ordinary Shares. That total includes existing shares plus multiple classes of exercisable warrants held by Bower Four.
What exercise prices are attached to the warrants referenced in the HTOO filing?
The filing lists warrants exercisable immediately at exercise prices including $0.0035 (pre-funded), $3.50, $5.00, $5.148, and $6.864. The warrants are subject to the 9.99% ownership limitation.
What limitation restricts warrant exercises in the filing for HTOO?
Warrant exercises are restricted so that exercise may not result in holdings exceeding 9.99% of outstanding shares immediately after exercise. This beneficial ownership limitation is stated verbatim in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fusion Fuel Green PLC
(Name of Issuer)
Class A Ordinary Shares, $0.0035 nominal value per share
(Title of Class of Securities)
G3R25D209
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3R25D209
1
Names of Reporting Persons
Bower Four Capital Corp.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BAHAMAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
350,519.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
350,519.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
350,519.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
G3R25D209
1
Names of Reporting Persons
Gregory Lipschitz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
350,519.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
350,519.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
350,519.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fusion Fuel Green PLC
(b)
Address of issuer's principal executive offices:
9 Pembroke Street Upper, Dublin D02 KR83, Ireland
Item 2.
(a)
Name of person filing:
This statement is being jointly filed by Bower Four Capital Corp., a Bahamas entity ("Bower Four"), and Gregory Lipschitz, an individual (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 104 One Cable Beach, Nassau, Bahamas.
(c)
Citizenship:
Bower Four is organized in the Bahamas. Gregory Lipschitz is a citizen of Canada.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0035 nominal value per share
(e)
CUSIP No.:
G3R25D209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Each of the Reporting Persons beneficially owns 139,328 Class A Ordinary Shares and an aggregate of 211,191 Class A Ordinary Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares, after giving effect to the beneficial ownership limitation provisions of such warrants. Without regard to such beneficial ownership limitation provisions, each of the Reporting Persons would beneficially own an aggregate of 955,934 Class A Ordinary Shares, consisting of (i) 139,328 Class A Ordinary Shares, (ii) 270,198 Class A Ordinary Shares issuable upon exercise of certain pre-funded warrants at an exercise price of $0.0035 per share, (iii) 263,277 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $3.50 per share, (iv) 174,495 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $5.00 per share, (v) 54,318 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $5.148 per share, and (vi) 54,318 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $6.864 per share, all of which are held by Bower Four. The warrants are exercisable immediately. The warrants may not be exercised to the extent that such exercise would result in the number of Class A Ordinary Shares beneficially owned by the holder and its affiliates exceeding 9.99% of the number of shares outstanding immediately after giving effect to the exercise.
Gregory Lipschitz is the Managing Director of Bower Four and has sole voting and investment power over the securities held by it. Gregory Lipschitz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any, in such securities.
(b)
Percent of class:
See Row 11 of the cover page for each of the Reporting Persons. The percentages are based on 3,297,509 outstanding Class A Ordinary Shares as of May 8, 2026, which information was obtained from the issuer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each of the Reporting Persons.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each of the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each of the Reporting Persons.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each of the Reporting Persons.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Bower Four Capital Corp.
Signature:
/s/ Gregory Lipschitz
Name/Title:
Gregory Lipschitz, Managing Director
Date:
05/08/2026
Gregory Lipschitz
Signature:
/s/ Gregory Lipschitz
Name/Title:
Gregory Lipschitz
Date:
05/08/2026
Exhibit Information
Exhibit 1 - Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13G filed on December 18, 2025)
