Core Points - Fusion Fuel Green PLC announced a 1-for-35 reverse share split to regain compliance with Nasdaq's minimum bid price requirement [3][5] - The reverse share split will reduce the number of issued and outstanding Class A Ordinary Shares from approximately 27,418,159 to approximately 783,376 [5] - The new nominal value of each Class A Ordinary Share will be adjusted to $0.0035 following the reverse share split [5] Company Actions - The reverse share split was approved by the board of directors on June 25, 2025, during the Annual General Meeting [4] - Shareholders also approved an increase in the Company's authorized share capital to ensure 100,000,000 authorized Class A Ordinary Shares post-split [4][5] - The reverse share split will not result in fractional shares; any resulting fractional shares will be rounded up to the nearest whole share [6] Trading Information - The Class A Ordinary Shares will continue to trade on Nasdaq under the symbol "HTOO" and will begin trading on a split-adjusted basis on July 14, 2025 [2] - The new CUSIP number for the Class A Ordinary Shares after the reverse share split will be G3R25D 209 [2]

Group 1 - Fusion Fuel Green PLC announced that all shareholder proposals were approved at the Annual General Meeting held on June 25, 2025 [1] - The approval fulfills Nasdaq's requirement for the Company to hold an Annual General Meeting as part of its delisting notice [2] - The first proposal's approval allows for a planned share consolidation of Class A Ordinary Shares, aimed at raising the share price above Nasdaq's $1.00 minimum bid price requirement [2] Group 2 - CEO John-Paul Backwell stated that the AGM and approval of all items are significant steps toward addressing legacy issues and focusing on growth targets for the year [3] - The Company aims to continue the strong trajectory of Al Shola Gas and advance BrightHy Solutions while exploring acquisition opportunities [3] - Fusion Fuel Green PLC is positioned as a leader in the energy services sector, providing a range of energy supply, distribution, and engineering solutions through its Al Shola Gas and BrightHy brands [3]

Core Viewpoint - Fusion Fuel Green PLC's subsidiary, Al Shola Al Modea Gas Distribution LLC, has secured additional engineering and utility projects worth AED 4.4 million (~$1.2 million USD) in Dubai, indicating strong demand and commercial momentum in the UAE's energy infrastructure market [1][2]. Summary by Sections New Engineering Projects - Al Shola Gas has secured over $2.7 million in engineering contracts and 1,800 new residential service contracts since the beginning of 2025 [2]. - The new projects will convert to recurring revenue through long-term utility service contracts [4]. Utility Business and Bulk LPG Supply - Al Shola Gas has surpassed 12,000 active customers and expects continued growth in recurring revenue as contracted assets are commissioned [5]. - Bulk LPG supply remains robust, with current volumes exceeding 600 metric tons per month, with a target of reaching 800 metric tons monthly by year-end [6]. Company Strategy and Market Position - The combination of engineering revenue and high-margin recurring utility income reflects the company's strategy to build durable, cash-generating infrastructure assets in the region [7]. - Al Shola Gas is positioned as a preferred partner for developers needing reliable and efficient LPG system delivery and service [5]. Specific Project Details - Dubai Marina Development: DBOM contract for 620 residential apartments and 5 retail outlets, total contract value AED 885,000 [9]. - Business Bay Tower: High-rise with 242 apartments and 3 retail outlets, contract value AED 395,000 [9]. - Satwa Mid-Rise Development: 240 apartments, total contract value AED 2.6 million [9]. - Additional Cluster Projects: Four smaller projects across Dubai, collectively valued at AED 520,000 [9].

Core Points - Fusion Fuel Green PLC will hold its Annual General Meeting (AGM) on June 25, 2025, at 2:00 PM Dublin time [1] - Shareholders are encouraged to review the Notice of AGM, which includes six proposals for approval by the Board of Directors [2] - A key proposal is to authorize a reverse share split of the Company's Class A Ordinary Shares at a ratio between 4-to-1 and 40-to-1 to comply with Nasdaq's minimum bid price requirement of $1.00 per share [3] - CEO John-Paul Backwell emphasized that obtaining shareholder approval for the reverse share split will demonstrate the Company's progress towards compliance with Nasdaq listing requirements and long-term sustainability [4] - Fusion Fuel Green PLC is an energy company providing engineering, advisory, and fuel distribution solutions, actively expanding into new sectors and geographies to support energy transition [5]

Core Insights - BrightHy Solutions has entered a strategic partnership with Sungrow Hydrogen to enhance hydrogen production capabilities in Iberia, focusing on green energy transition [1][4] - The collaboration builds on previous projects between the two companies, with BrightHy acting as an agent for Sungrow's products, leveraging its engineering expertise and local market knowledge [2][5] - Sungrow Hydrogen boasts a leading 30MW Water Electrolysis Hydrogen Production Empirical Platform and over 550 secured patents, positioning it as a key player in flexible green hydrogen production [3][6] Company Overview - BrightHy Solutions, a subsidiary of Fusion Fuel Green Plc, specializes in hydrogen production through electrolysis, offering comprehensive services from plant design to engineering solutions [5] - Sungrow Hydrogen, a subsidiary of Sungrow, focuses on advanced water electrolysis technology and provides a range of hydrogen production systems, emphasizing innovation and safety [6] Market Implications - The partnership is expected to accelerate the deployment of hydrogen production technologies in Iberia, addressing the rising demand for green hydrogen and contributing to sustainable energy solutions [4][5] - Both companies are committed to integrating efficient and intelligent hydrogen solutions for industrial and energy applications, aiming to lead the green hydrogen market [4][6]

Core Viewpoint - Fusion Fuel Green PLC has signed non-binding Heads of Terms to acquire 100% equity of a UK-based fuel distribution business, indicating a strategic move to enhance its energy solutions portfolio [1][3]. Financial Performance of Target - For the fiscal year ending April 30, 2024, Target generated revenues of approximately $50 million and net income of approximately $5 million [2]. - In the following fiscal year ending April 30, 2025, Target achieved revenues of approximately $58 million and net income of approximately $7 million, reflecting strong growth [2]. Acquisition Details - The total consideration for the acquisition is £50 million, comprising £40 million in debt-financed cash and £10 million in Fusion Fuel ordinary shares, subject to shareholder approval and securities registration [3]. - The Heads of Terms include equity value protection provisions, such as downside price protection for sellers, a buy-back option, and an upside cap provision [4]. Definitive Agreements - The definitive agreements are expected to include customary representations, warranties, and covenants, along with termination rights and potential termination fees [5]. - Entry into definitive agreements will depend on legal, tax, and accounting structuring advice, satisfactory completion of due diligence, and satisfaction of conditions outlined in the Heads of Terms [5]. Exclusivity and Confidentiality - The Heads of Terms contain binding exclusivity and confidentiality terms, preventing Target from soliciting or negotiating with other parties for 90 days from the signing [6]. Strategic Commentary - The CEO of Fusion Fuel highlighted that the acquisition of Target represents a significant step in the company's growth journey, complementing its existing Al Shola Gas brand and expanding service offerings [7].

Core Viewpoint - Fusion Fuel Green PLC's subsidiary, Al Shola Al Modea Gas Distribution LLC, has secured significant new contracts and expanded its service portfolio, indicating strong growth potential in the energy services sector, particularly in the UAE market [1][7]. Overview of New Contracts – Engineering Projects - Al Shola Gas has signed engineering contracts valued at approximately $2.7 million since March 2025, covering design, supply, installation, maintenance, and operations [2]. Overview of New Contracts – Residential Utilities - The company has added over 1,800 residential service contracts for LPG utility solutions across 16 buildings in Dubai, projecting an annual recurring revenue of about $0.9 million, increasing its customer base to over 12,000 [4]. Overview of New Contracts – Commercial Utilities - Al Shola Gas has also secured two commercial LPG supply and maintenance contracts for food and beverage facilities, now managing monthly billing for over 170 outlets [5]. Overview of Bulk LPG Supply - The bulk LPG supply has consistently exceeded 600 metric tons (MT) monthly, with an organic growth rate of 10 to 20 MT per month. The company anticipates reaching 800 MT per month by year-end due to new fleet additions [6].

Financial Performance and Challenges - The company has historically incurred significant net losses and anticipates these losses may continue for at least the next 12 to 18 months due to a transition period [40]. - The planned hydrogen business has recently been incorporated but has generated no revenues, raising concerns about its future profitability [41]. - The company faces significant challenges in integrating QIND and realizing expected synergies, which could lead to financial strain and operational inefficiencies [48]. - The company's ability to achieve profitability is complicated by reliance on securing new contracts and maintaining compliance with regulatory requirements in multiple jurisdictions [46]. - The company may need to undertake additional cost-cutting measures or seek additional financing under unfavorable terms if profitability is not achieved within a reasonable timeframe [42]. - The company's access to necessary capital depends on market conditions and investor confidence, which are critical for sustaining operations [46]. - As of December 31, 2024, the Company had outstanding indebtedness of approximately $3.4 million, with total cash of €0.2 million and a comprehensive loss of approximately €13.7 million for 2024 [61]. - The Company is in default under a promissory note, with an outstanding balance of approximately $140,000, which could lead to significant financial repercussions [56]. - The Company may face challenges in refinancing its debt, which could impair liquidity and operational flexibility [64]. - The company requires additional funding to continue operations, and failure to secure necessary financing may force significant operational delays or discontinuation [71]. - Operations have consumed substantial cash since inception, and the company expects this trend to continue as it builds its platform and administrative functions [72]. Acquisition and Integration - The company closed on the acquisition of a majority stake in QIND on November 26, 2024, which primarily operates as a gas distributor through its 51% ownership of Al Shola Gas [40]. - The Company issued 3,818,969 Class A Ordinary Shares, representing 19.99% of the outstanding Class A Ordinary Shares, as part of the acquisition of QIND [50]. - The Company and QIND expect to incur substantial non-recurring costs related to the merger, including legal and advisory fees, which may impact financial performance [51]. - The unaudited pro forma combined financial information is preliminary and may differ materially from actual results post-acquisition [53]. - Upon completion of the merger, a small group of approximately nine individuals and entities will control a majority of the outstanding Class A Ordinary Shares, potentially affecting shareholder influence [54]. - The Company completed the acquisition of Quality Industrial Corp. on November 26, 2024, acquiring approximately 69.36% of QIND's capital stock [213]. - The company issued 4,171,327 Series A Preferred Shares as part of the QIND acquisition, constituting 19.99% of the issued and outstanding Class A Ordinary Shares [213]. Market and Competitive Environment - The market for energy engineering and advisory solutions is mature, with numerous well-established competitors, making it challenging for the company to establish a competitive market position [44]. - The hydrogen engineering and advisory services sector is becoming increasingly competitive, with established firms having greater resources and customer relationships [100]. - The company faces competitive pressures that may reduce sales and operating margins, requiring continued investment in various operational areas [119]. - The planned hydrogen business is uncertain and heavily reliant on government policies and incentives, with potential competition from alternative energy sources impacting demand [99]. Regulatory and Compliance Risks - The company is subject to ongoing tax audits, and outcomes may materially impact financial conditions and cash flows [91]. - The hydrogen business is subject to complex regulatory requirements, which could lead to delays and increased compliance costs [102]. - Legal and contractual risks, including potential disputes and safety compliance issues, could adversely affect the hydrogen business [103]. - Material weaknesses in internal control over financial reporting have been identified, which may impact the accuracy and timeliness of financial reporting [93]. - The company's internal control over financial reporting was deemed ineffective as of December 31, 2024, which may adversely affect the market price of Class A Ordinary Shares due to loss of investor confidence [95]. Operational and Strategic Risks - The company is highly dependent on key personnel, including the CEO and CFO, and the loss of any key member could hinder the implementation of its business plan [96]. - Attracting and retaining skilled employees, particularly in engineering and sales, is critical for the company's growth and strategic objectives, with intense competition for such talent [97]. - Supply chain disruptions and cost increases could negatively impact the execution of hydrogen projects, affecting profitability and project timelines [101]. - The company has encountered product failures related to electronic and mechanical components, which may lead to repairs or reimbursements [116]. - Supply chain disruptions, including natural disasters and pandemics, could result in launch delays and lost revenues [117]. Financial Instruments and Shareholder Considerations - The Company may issue up to approximately 3,342,411 Class A Ordinary Shares upon full conversion of the March 2025 Notes, with an initial conversion price of $0.4364 per share [196]. - The January 2025 Notes may require the issuance of up to approximately 2,469,845 Class A Ordinary Shares at an initial conversion price of $0.559 per share [198]. - Under the November 2023 Subscription Agreement, the Company may issue up to $18.85 million of convertible promissory notes, potentially convertible into an aggregate of up to 188,500,000 Class A Ordinary Shares [199]. - Future sales or issuances of Class A Ordinary Shares may depress the stock price and result in dilution for existing shareholders [194]. - The conversion of outstanding convertible securities may lead to significant dilution of existing Class A Ordinary Shares [196]. - The company has not declared or paid any cash dividends since its formation and does not intend to do so in the foreseeable future [152]. - The company is generally prohibited from paying cash dividends under certain loan covenants, affecting the return on investment for shareholders [152]. International Operations and Risks - The company plans to expand internationally, with expectations that international operations will constitute the majority of sales and assets in the foreseeable future [78]. - The company is exposed to risks associated with investments in emerging markets, particularly in the UAE, which could adversely affect financial condition [133]. - Unpredictable legal and regulatory environments in the UAE and Middle East may impact the company's operations and ability to enforce contracts [138]. - The company is subject to risks from potential changes in UAE's visa legislation, which could adversely impact business operations and financial condition [142]. - The company is exposed to risks associated with international sanctions that could impact business activities and financial condition [144]. - The company has not been subject to sanctions as of the report date, but future violations could lead to penalties affecting business operations [145]. Miscellaneous - The Company is a foreign private issuer, exempt from certain U.S. securities regulations, which may result in less timely and extensive disclosures [181]. - The Company may lose its foreign private issuer status if more than 50% of its securities are held by U.S. residents or if a majority of its directors or executive officers are U.S. residents [185]. - The Company's constitution includes anti-takeover provisions that could delay or prevent a change of control [180]. - The board of directors may be limited in its ability to defend against unsolicited takeover attempts under the Irish Takeover Rules [177]. - Shareholder approval is not required for certain transactions under Irish law, potentially reducing governance protections for shareholders [184].

Core Insights - Fusion Fuel Green PLC has signed a non-binding letter of intent to acquire 100% of a privately held British fuel distribution company for a total consideration of £50 million [1][2] - The acquisition is expected to significantly expand Fusion Fuel's presence in the energy distribution sector, aligning with its strategic objectives [3][4] Financial Details - The total consideration for the acquisition includes £25 million in cash funded through debt financing, £2 million from a capital raise, £8 million in the company's shares, and two additional cash payments of £7.5 million each within nine and eighteen months from closing [2] - The Target reported over $50 million in revenue and $4 million in net income for 2023, with strong growth in 2024 generating over $54 million in revenue and $7 million in net income [3] Strategic Objectives - The proposed transaction reflects the company's progress in executing its growth strategy, which includes building a synergistic portfolio of profitable and cash-generating businesses across the energy value chain [4] - The acquisition would enable Fusion Fuel to broaden its geographic presence into a key new market while significantly increasing revenues and profitability [4] Company Overview - Fusion Fuel Green PLC is an emerging leader in the energy services sector, offering a comprehensive suite of energy supply, distribution, and engineering and advisory solutions through its Al Shola Gas and BrightHy brands [5]

Core Insights - Fusion Fuel Green PLC has successfully closed a $1.3 million private placement of senior convertible notes with institutional investors, enhancing its financial position [1][3] - The senior convertible notes were issued at a 23% original issue discount, with a total purchase price of $1.0 million, maturing in August 2026 and carrying an 8% annual interest rate [2] - The financing is expected to provide additional working capital, reinforcing investor confidence in the company's long-term strategy [3] Company Overview - Fusion Fuel Green PLC is a leader in the energy services sector, offering energy engineering and advisory solutions through its Al Shola Gas and BrightHy brands [5] - Al Shola Gas provides comprehensive industrial gas solutions, including LPG systems design, supply, and maintenance, serving various sectors [5] - BrightHy focuses on innovative engineering and advisory services aimed at decarbonization in hard-to-abate industries [5]