Fusion Fuel Green PLC

Fusion Fuel Green executed 1:35 reverse split in July 2025 to avoid Nasdaq delisting for minimum bid price non-compliance

On July 11, 2025, Fusion Fuel implemented a 1:35 reverse share consolidation (every 35 Class A Ordinary Shares → 1 share at $0.0035 nominal value). Purpose per prospectus: 'to increase the per-share trading price of our Class A ordinary shares and to comply with Nasdaq's listing requirements.' This is the second documented major capital action indicating chronic Nasdaq minimum bid compliance pressure.

Fusion Fuel terminated its publicly-registered Warrants under Section 12(g) in January 2026 (0 holders of record)

On January 30, 2026, Fusion Fuel Green PLC filed Form 15-12G to terminate the Section 12(g) registration of its Warrants, with 0 holders of record. This indicates the publicly traded warrants (previously listed alongside the Class A Ordinary Shares) have been extinguished or consolidated, eliminating one class of publicly tradeable securities. The warrant deregistration followed prior reverse split and share capital actions.

Fusion Fuel paid MAT advisors (Milewski, Roxy Capital, Bower Four) 285,000 shares/warrants for introducing the Royal Uranium deal, before closing

On February 12, 2026, Fusion Fuel entered Mineral & Element Advisory Agreements with three advisors: Milewski (individual), Roxy Capital, and Bower Four. When the Royal Uranium Share Exchange Agreement was signed on February 18, 2026 (constituting a Definitive MAT Agreement), Fusion Fuel paid advisory fees: 95,000 shares to Milewski; pre-funded warrants for 95,000 shares each to Roxy Capital and Bower Four. These shares/warrants are registered for resale in the March 2026 F-3. Additionally, milestone fee shares (135,000 each) vest if HTOO reaches $5.83, $9.72, and $15.50 price targets.

Fusion Fuel Green raised $2.6M PIPE with toxic 150%/200% warrant structures representing massive dilution; liquidated damages clause ensures rapid investor exit

Under the February 2026 Securities Purchase Agreement (SPA dated February 14, closed February 20, 2026), Fusion Fuel raised $2,600,000 from 'February 2026 Investors.' The investors received: 577,124 SPA Shares, pre-funded warrants for 129,005 shares at $0.0035/share, 150% Price Warrants for 706,129 shares at $5.148/share, and 200% Price Warrants for 706,129 shares at $6.864/share. HTOO traded at $3.05 on March 16, 2026, meaning the 150%/200% warrants were deeply out of the money. Liquidated damages of 1.5% per 30-day period accrue if registration is delayed.

Fusion Fuel Green (HTOO) filed F-3 registering 2.4M shares (79.6% of float) for immediate resale; became effective in 5 days

F-3 registration statement 333-294414 filed March 18, 2026. SEC declared it effective March 23 (5 days). Final 424B3 prospectus filed March 24. This 5-day effectiveness cycle is atypically fast and suggests no SEC review comment period. The F-3 registers 2,403,387 Class A Ordinary Shares (including 672,124 direct shares, 190,000 advisor pre-funded warrant shares, 129,005 PIPE pre-funded warrant shares, 706,129 150%-price warrant shares, and 706,129 200%-price warrant shares) representing approximately 79.6% of the 3,017,842 Class A Ordinary Shares outstanding as of March 16, 2026.

New board of 6 people filed initial insider statements on the F-3 filing date; only Figueira de Chaves holds shares (6,352 via Portuguese holding company); all others report zero ownership

On March 18, 2026, five Form 3s and one Form 3/A were filed for Fusion Fuel Green PLC by the following individuals: John-Paul Backwell (CEO, Director — Form 3/A, no securities), Steven Gold (Executive Officer — no securities), Pierce Crosby (Director/Officer — no securities), Luisa Ingargiola (Director — no securities), James Passin (Class III Director, elected March 17 — no securities), and Frederico Figueira de Chaves (Director/Officer — 6,352 shares held indirectly through Key Family Holding Investimentos e Consultoria de Gestao, Ltd, a Portuguese entity). All Form 3s filed on the same date as the F-3 resale registration.

Fusion Fuel Green (HTOO) holds 100,312,334 shares of Quality Industrial Corp. (QIND, OTC Nevada) — ~56% controlling stake; CEO Backwell controls both companies

Form 4 filed by Fusion Fuel Green PLC as reporting person for Quality Industrial Corp. [QIND] shows: on 02/23/2026, 8,500 Series B Convertible Preferred Stock (QIND) converted to 8,500,000 QIND common shares at $0.00 exercise price. Following this transaction, Fusion Fuel beneficially owns 100,312,334 shares of QIND common stock. Schedule 13D/A Amendment No. 4 (filed March 24, 2026) confirms this: 'the Reporting Person is the beneficial owner of a total of 100,312,334 shares of the common stock.' QIND had 179,110,820 shares outstanding as of January 20, 2026, making Fusion Fuel's ownership approximately 56%.

Fusion Fuel Green operates qualityindustrialcorp.com and alsholagas.ae alongside its own site, confirming operational control of QIND and UAE gas subsidiary; PIPE proceeds contractually split 50/50 with QIND

Fusion Fuel Green PLC's F-3 (333-294414) prospectus text states the company maintains three websites: fusion-fuel.eu, qualityindustrialcorp.com, and alsholagas.ae. This confirms that Fusion Fuel directly operates the Quality Industrial Corp. web presence and the Al Shola Gas UAE portal. The QIND Purchase Agreement (November 18, 2024) required Fusion Fuel to split PIPE proceeds 50/50 with QIND for working capital. This intermingling of corporate websites and capital flows indicates deep operational entanglement between the publicly-listed Irish company and the OTC Nevada shell.

Fusion Fuel Green (green hydrogen company) agreed to acquire Royal Uranium Inc. (BC, Canada) — uranium royalties in Canada, Colombia, Argentina; deal not yet closed as of March 25, 2026

Fusion Fuel Green PLC signed a Share Exchange Agreement dated February 18, 2026 with shareholders of Royal Uranium Inc. (British Columbia, Canada) to acquire up to 100% of Royal Uranium. Royal Uranium holds uranium and natural gas royalties in Canada, Colombia, and Argentina. The acquisition remained subject to Irish regulatory approval, shareholder vote, and other conditions as of March 25, 2026. This acquisition represents a pivot from green hydrogen/industrial gas advisory into uranium royalty streaming.