Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024.

Commission File Number 001-39789

Fusion Fuel Green PLC

(Translation of registrant’s name into English)

The Victorians

15-18 Earlsfort Terrace

Saint Kevin’s

D04 C5Y6

Dublin 2, D02 YX28, Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Stock Purchase Agreement

Closing and Acquisition of Majority Interest in Quality Industrial Corp.

As previously reported in a Report on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on November 19, 2024 by Fusion Fuel Green PLC, an Irish public limited company (the “Company”), the Company entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”), with Quality Industrial Corp., a Nevada corporation (“Quality”), Ilustrato Pictures International Inc. (“Ilustrato”), and certain stockholders of Quality (together with Ilustrato, the “Sellers” and the Sellers together with Quality and the Company, the “Parties”). Under the Purchase Agreement, the Sellers agreed to sell 78,312,334 shares of common stock (“Quality Common Stock”) and 20,000 shares of Series B Preferred Stock of Quality, constituting approximately 69.36% of the capital stock of Quality (the “Sellers’ Shares”), to the Company. In exchange, the Company was required to issue 3,818,969 Class A ordinary shares (“Company Ordinary Shares”), constituting 19.99% of the issued and outstanding Company Ordinary Shares (the “Ordinary Shares Consideration”), and an aggregate of 4,171,327 preferred shares of the Company, subject to adjustment, to the Sellers, with provisions for the preferred shares to convert into 41,713,270 ordinary shares subject to the Shareholder Approval (as defined below) and Nasdaq listing clearance (together with the Ordinary Shares Consideration, the “Company Shares Consideration”). The Purchase Agreement provided that, subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement, the Company was required to consummate the transactions (the “Transactions”) contemplated by the Purchase Agreement at the date (the “Closing Date”) of the closing of the Transactions (the “Closing”).

On November 26, 2024, the conditions to the Closing were satisfied in all material respects. As a result, the Company instructed its transfer agent to issue the Company Shares Consideration to the Sellers, in which the Ordinary Shares Consideration will be issued to Ilustrato, and the Preferred Shares Consideration will be issued pro rata to the Sellers, with Ilustrato’s allocation of the Preferred Shares Consideration reduced by the Ordinary Shares Consideration. The Sellers have delivered to Quality’s transfer agent all of the necessary documentation to effect the transfer of the Sellers’ Shares to the Company. The conditions to the Closing included, among other things, the written resignation of Frederico Figueira de Chaves as Chief Executive Officer of the Company effective as of the Closing Date, and the appointment of John-Paul Backwell, the current Chief Executive Officer of Quality, as the Chief Executive Officer of the Company effective as of the Closing Date. In addition, the Company, Quality, and each director and officer of the Company that holds equity securities in the Company (collectively, the “Company Equityholders”) and each of the Sellers’ were required to enter into a lock-up agreement which provides that the Company Equityholders and the Sellers will each be prohibited from transferring, entering into short sales, granting proxies or powers of attorney, or offering or agreeing to do any of the foregoing during the 180-day period beginning on the Closing Date, subject to certain exceptions (the “Lock-Up Agreement”).

As contemplated by the Purchase Agreement, following the Closing, Quality will function as a majority-owned operating subsidiary of the Company, and the Company will consolidate the financial results and information of Quality with its own.

As part of the Company Shares Consideration, the Company issued 4,171,327 Series A Convertible Preferred Shares with a nominal value of US$0.0001 each (the “Company Preferred Shares”), in aggregate, to the Sellers on a pro rata basis. The Company Preferred Shares were issued pursuant to a Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares, which will be filed with the Companies Registration Office of Ireland (the “Preferred Shares Certificate of Designation”). Under the Certificate of Designation, the Preferred Shares Consideration will automatically convert into 41,713,275 Company Ordinary Shares (subject to adjustment) upon the later of (i) approval of the Company’s issuance of such underlying Company Ordinary Shares by the Company’s shareholders in accordance with applicable Irish law and (ii) the clearance of an initial listing application filed by the Company with The Nasdaq Stock Market LLC (“Nasdaq”), in accordance with the Preferred Shares Certificate of Designation (the “Preferred Shares Conversion”). Pursuant to the Preferred Shares Certificate of Designation, the Company Preferred Shares rank on parity with the Company Ordinary Shares as to distributions of assets upon liquidation. The Company Preferred Shares will have no voting rights except as required by the Irish Companies Act of 2014 (the “ICA”) and with respect to amendments to the Preferred Stock Certificate of Designation or the constitution of the Company that adversely affect the terms of the Company Preferred Stock. On the later of the date of the Shareholder Approval or the clearance of the initial listing application filed by the Company with Nasdaq, each of the Company Preferred Shares will automatically convert into ten Company Ordinary Shares, subject to adjustment upon the occurrence of share dividends, share splits, reverse share splits, or certain similar transactions, or certain corporate transactions of the Company including a merger, sale of all or substantially all assets, purchase of 50% or more of the Company Ordinary Shares, recapitalization, or acquisition by another person of more than 50% of the outstanding Company Ordinary Shares. If the Shareholder Approval is not obtained at the Shareholders Meeting (as defined below) by the Extended Meeting Deadline (as defined below), the Company will, subject to applicable law, be required to repurchase all of the outstanding Company Preferred Shares held by each of the Sellers.

Pursuant to the Purchase Agreement, following the Closing Date, the Company, Quality, and the Sellers will enter into an agreement and plan of merger (the “Merger Agreement”). The Purchase Agreement states that the Parties intend that after the Closing, subject to the terms of the Merger Agreement and the receipt of any necessary shareholder, regulatory, and Nasdaq consents or approvals, Quality will merge into a newly-formed, wholly-owned Nevada subsidiary of the Company (the “Merger”). Upon completion of the Merger, Quality will become the surviving entity and a wholly owned subsidiary of the Company.

If, as of the Closing Date, the Company has any indebtedness for borrowed money or liabilities in excess of $1,350,000 relating to the period prior to the Closing (the “Closing Debt Cap”), then the Company will issue to the securityholders of Quality immediately prior to the Closing (the “Legacy Quality Securityholders”), including the Sellers, as soon as practicable following the closing of the Merger, a number of additional Company Ordinary Shares (the “Adjustment Shares”) that will be determined by dividing the dollar amount by which the actual indebtedness for borrowed money of the Company exceeds the Closing Debt Cap by the quotient obtained by dividing $40,730,000 by the number of Company Ordinary Shares outstanding at the effective time of the Merger on a fully-diluted basis. The Adjustment Shares will be issued to the Legacy Quality Securityholders on a pro rata basis based upon the number of shares of Quality Common Stock held by the Legacy Quality Securityholders at the effective time of the Merger; provided, however, that for this purpose, the Sellers will be deemed to hold at the effective time of the Merger such number of shares of Quality Common Stock (assuming the conversion of Quality Preferred Stock held by the Sellers into shares of Quality Common Stock in accordance with their terms) as they hold at the time that the Sellers entered into the Purchase Agreement.

In addition, in connection with the Purchase Agreement, the board of directors of the Company (the “Board”) approved resolutions that: (i) approved the Purchase Agreement, the Preferred Shares Certificate of Designation, the Transactions, and the Merger; (ii) approved the payment of the Company Shares Consideration, (iii) directed that the issuance of the Company Ordinary Shares underlying the Preferred Shares Consideration pursuant to the Preferred Shares Conversion, the amendment and restatement of the constitution of the Company, including the change of the name of Purchaser to such name as shall be designated by the Sellers (the “Amended Company Charter”), and the election of the New Directors (as defined below) be submitted for consideration at the Shareholders Meeting, and (iv) recommended to the shareholders of the Company that they approve the Preferred Shares Conversion, the Amended Company Charter, and the election of the New Directors (the “Board Recommendation”).

Stock Purchase Agreement – Covenants

The Purchase Agreement provides that the following covenants will apply:

Within ten days of the date of the Purchase Agreement, the Company will cause its officers and directors who hold shares or convertible securities of the Company (the “Company Insiders”) to execute a voting agreement.

After the date of the Purchase Agreement, the Company will use commercially reasonable efforts to raise at least $5,000,000 in one or more financing transactions (the “Company Financing”). Quality and the Sellers are required to support and assist the Company in connection with the Company Financing. 50% of the proceeds from the Company Financing will be set aside and made available expressly for Quality to use for its working capital and corporate needs and the remaining 50% of such funds will be set aside and made available expressly for the businesses of the Company existing immediately prior to the Closing to use for its working capital and corporate needs. To split the net proceeds of the Company Financing as described above, the Company will make loans of one-half of the net proceeds (or such lesser amount as agreed to by the Parties) to Quality. Such loans will be (i) forgiven upon the Preferred Shares Conversion or (ii) repaid if the Transactions are unwound in accordance with the Purchase Agreement. The Company and Quality are required to cooperate to structure such allocation of proceeds and the use of such proceeds on a mutually agreeable basis. The Company will utilize its portion of the net proceeds of the Company Financing to pay off any indebtedness for borrowed money, accounts payable and other liabilities.

Any proceeds received by the Company in connection with the Subscription Agreement, dated as of August 28, 2024, between the Company and the investor signatory thereto (the “August 2024 Subscription Agreement”), must be used to repay certain funds that were received by certain subsidiaries of the Company or entities organized under Portuguese law by the Company, up to the lesser of (a) the amount of such funds that must be repaid pursuant to the terms and conditions for the receipt of such funds, or (b) €10 million. In the event that (i) any shares or securities of the Company are issued in connection with the August 2024 Subscription Agreement prior to the effectiveness of the Merger, (ii) the proceeds are used to repay certain funds that were received by certain subsidiaries of the Company or entities organized under Portuguese law by the Company, and (iii) the satisfaction of the terms and conditions for the consummation of the Merger pursuant to the Purchase Agreement and the Merger Agreement, then, within three business days of the Merger, the Company will issue a number of Company Ordinary Shares to the Sellers that will cause their percentage ownership of the Company to be the percentage that the Sellers would have owned but for the occurrence of any such issuances in connection with the August 2024 Subscription Agreement as to which the proceeds were used to repay the funds.

From the date of the Purchase Agreement through the period ending on the earlier of (i) the Preferred Shares Conversion, (ii) the repurchase of the Company Shares Consideration from the Sellers in exchange for the Sellers’ Shares, and (iii) the termination of the Purchase Agreement (the “Restricted Period”), the Company will not sell, transfer, or otherwise encumber the Sellers’ Shares acquired under the Purchase Agreement without the prior written consent from the Sellers. In addition, during the Restricted Period, the Company will not, without the written consent of Quality, which may not be unreasonably withheld, and Quality will not, without the written consent of the Company, which may not be unreasonably withheld, among other things: (i) Declare any dividends; (ii) adjust, split, combine, reclassify, redeem, purchase, acquire, issue (other than pursuant to the exercise or conversion of convertible securities outstanding on the date of the Purchase Agreement), or enter into any contract with respect to the sale, voting, registration, or repurchase of capital stock; (iii) incur more than a certain amount and/or type of indebtedness; (iv) sell any assets; (v) acquire material assets, properties, or business organizations; (vi) enter into certain types of contracts; (vii) make certain loans; (viii) commence, settle, or take certain other actions with respect to legal actions pending before any governmental or regulatory body; (ix) enter into transactions with any affiliate or shareholder that would reasonably be expected to materially delay or prevent the consummation of the Transactions or the Merger or that would be required to be described under Item 404 of Regulation S-K of the SEC in the Company or Quality’s SEC filings; (x) increase or extend the compensation of any employees, directors, or officers or take certain other actions with respect to employees of the Company or Quality.

The Company is required to use reasonable best efforts to ensure that the Company Ordinary Shares are continually listed on Nasdaq as of and from the date of the Purchase Agreement through the Closing Date.

As soon as practicable after the date of the Purchase Agreement, and in any case no less than six weeks prior to the Shareholders Meeting, Purchaser will file an initial listing application with Nasdaq. The Company, the Sellers and Quality are required to use their commercially reasonable efforts to respond to any questions or comments of the staff of Nasdaq.

The Company will deliver the certificates representing the Sellers’ Shares to a third-party agent on terms and conditions to be mutually agreed upon by the Parties to hold in escrow until the expiration of the Restricted Period such that (i) if the Shareholder Approval is not obtained, then such certificates will be delivered to the Sellers, and (ii) upon occurrence of the Shareholder Approval, such certificates will be delivered to the Company.

The Company will be required to take all steps necessary to cause the Company Ordinary Shares issued to the Sellers in connection with the Transactions to be approved for listing (subject to notice of issuance) on Nasdaq at or after the Closing pursuant to Nasdaq rules and regulations.

The Company, Quality, and the Sellers will enter into the Merger Agreement.

As promptly as practicable following the Closing Date and the execution and delivery of the Merger Agreement, and after reasonable consultation with Quality, the Company will duly call, convene and hold a special meeting of the holders of the Company Ordinary Shares (the “Shareholders Meeting”), to be held on a date (the “Initial Meeting Deadline”) no later than 45 days after the effective date (the “Registration Statement Effective Date”) of a registration statement on Form F-4 or such other applicable form (the “Registration Statement”) to be filed with the SEC, unless otherwise required by applicable laws, in accordance with Irish law, including the ICA, and the Company’s organizational documents. As promptly as practicable after the mailing of a proxy statement/prospectus relating to the matters to be submitted to the shareholders of the Company at the Shareholders Meeting (the “Proxy Statement”), the Company will solicit proxies from the holders of Company Ordinary Shares to vote in accordance with the recommendation of the Board (the “Shareholder Approval”) with respect to (i) the Preferred Shares Conversion in compliance with all applicable laws and regulations, including, but not limited to, Irish law, including the ICA and the rules and regulations of Nasdaq, (ii) the Amended Company Charter, (iii) the election of the New Directors, (iv) if the Parties determine that approval of the Merger by the Company’s shareholders is required, the Merger, (v) approval to opt out of Rule 9 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022, (vi) the adjournment of such meeting in accordance with the terms and conditions of Purchase Agreement, and (vii) any other proposal or proposals that the Company reasonably deems necessary or desirable to consummate the Transactions and the Merger. The Company will be required to use its best efforts to obtain the Shareholder Approval by the Initial Meeting Deadline, including, without limitation, by causing (x) the Board not to withdraw the Board Recommendation, (y) the Company Insiders to be present at the Shareholders Meeting for quorum purposes, and (z) the Company Insiders to vote their respective Company Ordinary Shares in accordance with the Board Recommendation. The Purchase Agreement provides that the Company may postpone or adjourn the Shareholders Meeting: (A) with the consent of Quality; (B) for the absence of a quorum (other than due to the failure of Company Insiders); or (C) to allow reasonable additional time (not to exceed 20 days) for the filing and distribution of any supplemental or amended disclosure with respect to the Transactions or the Merger that the Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Shareholders Meeting. Prior to the mailing of the Registration Statement, the Company will be entitled to engage a proxy solicitor that is reasonably satisfactory to Quality and the Sellers, and the Company will keep Quality and the Sellers reasonably informed regarding its solicitation efforts and proxy tallies following the mailing of the Proxy Statement. In connection with the above, the Board will be required to take all necessary action to ensure that the restrictions on business combinations that are provided for in the ICA, and any other similar law applicable to the Company, will not apply to the Purchase Agreement, the Transactions, and the Merger, including by approving the Purchase Agreement and certain related agreements, documents and certificates to which the Company is or will be a party.

If, despite the Company’s reasonable best efforts, the Shareholder Approval is not obtained by the Initial Meeting Deadline, the Company will be required, during the period beginning on the Initial Meeting Deadline and continuing for 180 days thereafter (the “Extended Meeting Deadline”), cause one or more additional shareholder meetings to be held so as to obtain the Shareholder Approval.

If the Registration Statement cannot include any Adjustment Shares required to be issued pursuant to the Purchase Agreement, then the Company will be required to file a separate registration statement on Form F-3 (or, if Form F-3 is not then available, on Form F-1) that registers the issuance of the Adjustment Shares and use commercially reasonable efforts to cause such other registration statement to become effective as soon as practicable.

Each of the Company and Quality must take all necessary actions so that, immediately upon adjournment of the Shareholders Meeting or additional shareholders meeting held prior to the Extended Meeting Deadline at which the Shareholder Approval is obtained, the Board will be comprised of: (w) one individual as designated by the Company and who shall be designated in writing pursuant to the Merger Agreement; (x) one individual as designated by the Company Board and who shall be designated in writing pursuant to the Merger Agreement; (y) two individuals that qualify as “independent” under the Nasdaq rules as designated by the Company Board and who shall be designated in writing under the Merger Agreement; and (z) one individual that qualifies as “independent” under the Nasdaq rules as designated jointly by the Company Board and Quality Board and who is designated in writing under the Merger Agreement, provided that a majority of these designees must qualify as an “independent director” under Nasdaq rules and regulations (collectively, the “New Directors”).

Within three business days of obtaining the Shareholder Approval, the Company will file the Amended Company Charter with the Companies Registration Office of Ireland or as otherwise required to be effective under Irish law.

Stock Purchase Agreement – Unwinding and Termination Provisions

The Purchase Agreement contains the following unwinding and termination provisions:

The Company will be required to repurchase the Company Shares Consideration from the Sellers, in whole, and return the Sellers’ Shares to the Sellers, (i) within 15 calendar days after the Extended Meeting Deadline if despite the Company’s reasonable best efforts, the Shareholder Approval is not obtained by the Extended Meeting Deadline; or (ii) if the Company fails to allocate cash raised from the Company Financing in compliance with the Purchase Agreement, and the Company continues to fail to do so within five calendar days after written notice from Quality, then within 10 calendar days after the date of Quality’s notice to complete such repurchase. The Purchase Agreement will automatically terminate upon such repurchase.

The Purchase Agreement may be terminated by mutual written consent of the Parties before the Closing.

The Purchase Agreement may be terminated by any party before the end of the Restricted Period, by written notice, if (a) the Closing does not occur by the date that is 30 days from the date of the Purchase Agreement, provided that the party seeking termination is not in material breach of the Purchase Agreement, or (b) a law or order by any governmental or regulatory body (including Nasdaq) permanently prohibits the consummation of the Transactions.

The Purchase Agreement may be terminated by either Quality or the Sellers before the Closing if the Company breaches any representations, warranties, covenants, or agreements that cannot be cured by the date of termination, provided Quality is not itself in breach.

The Purchase Agreement may be terminated by the Company before the Closing if Quality or any of the Sellers breaches any representations, warranties, or obligations that cannot be cured by the date of termination, provided that the Company itself is not in breach.

The Purchase Agreement provides that it may be terminated by the Company before the Closing if certain conditions to Quality and the Sellers’ obligation to consummate the Transactions have been satisfied by the Company, and Quality or the Sellers fail to fulfill their obligations to complete the Closing following written notice from the Company indicating readiness to consummate the Closing. If the Purchase Agreement is terminated by the Company pursuant to this provision, then Quality and the Sellers will be required to pay a breakup fee of $100,000 to the Company.

The Purchase Agreement provides that it may be terminated by Quality or the Sellers before the Closing if certain conditions to the Company’s obligation to consummate the Transactions have been performed at or before the Closing have been satisfied but the Company fails to fulfill its obligations to complete the Closing following written notice from Quality and the Sellers indicating their readiness to consummate the Closing. If the Purchase Agreement is terminated by Quality or the Sellers pursuant to this provision, then the Company will be required to pay a breakup fee of $100,000 to the terminating party (“Breakup Fee”).

If the Purchase Agreement is validly terminated, it will become void without further obligations or liabilities, except if a Breakup Fee applies or if termination results from fraud or willful and material failure to perform or breach, then the responsible party will be liable for damages as a result of such breach. Certain provisions, including confidentiality, fees and expenses, and miscellaneous terms, will continue to apply after termination.

The Purchase Agreement also contains customary representations, warranties, and covenants, including customary restrictive covenants. The Purchase Agreement provides for mutual indemnification provisions. Indemnification obligations with respect to claims relating to breaches of required representations under the Purchase Agreement or certain related agreements, documents, or certificates are limited to claims of maximum damages of $4,000,000 and claims exceeding $400,000, except that no such limits apply with respect to claims of breach of certain representations considered to be fundamental under the Purchase Agreement or with respect to claims of acts of fraud or willful misconduct. Indemnification obligations under the Purchase Agreement will survive until the earlier of the Preferred Shares Conversion or 24 months following the Closing Date, except that indemnification for claims of breach of certain representations considered to be fundamental under the Purchase Agreement or with respect to claims of acts of fraud, willful misconduct or intentional misrepresentation will survive until the expiration of the applicable statute of limitations. The Sellers’ indemnification obligations will be shared on a pro rata basis.

Certain Related Matters

The foregoing description of the Purchase Agreement, the Company Preferred Certificate of Designation, and the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Company Preferred Certificate of Designation, and the Lock-Up Agreement, copies or forms of which are filed as Exhibit 2.1, Exhibit 3.1, and Exhibit 10.1 to this Report on Form 6-K, respectively. The foregoing description has been included to provide investors and securityholders with information regarding the terms of the Purchase Agreement, the Company Preferred Certificate of Designation, and the Lock-Up Agreement, and is qualified in its entirety by the terms and conditions of the Purchase Agreement, the Company Preferred Certificate of Designation, and the Lock-Up Agreement. It is not intended to provide any other factual information about the Company, Quality, the Sellers, or their respective subsidiaries or affiliates. The Purchase Agreement contains representations, warranties and covenants by each of the Parties, which were made only for purposes of the Purchase Agreement. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the Parties, may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

There were no material relationships, other than in respect of the Purchase Agreement and the Lock-Up Agreement between the Company or any of the Company’s affiliates, including any director or officer of the Company, or any associate of any director or officer of the Company, and any of Quality, Ilustrato, and the other Sellers.

The offers and sales of securities described above were conducted as private placements pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.

Change of Officer Position; Appointment of New Chief Executive Officer; Election of Director

As stated above, pursuant to the Purchase Agreement and in connection with the Closing, effective November 25, 2024, Mr. Figueira de Chaves resigned as Chief Executive Officer and accepted the position of the Chief Strategy Officer of the Company. Effective November 26, 2024, Mr. Backwell was appointed the Chief Executive Officer of the Company and was elected as a director of the Company. Mr. Figueira de Chaves remains a director of the Company.

Mr. John-Paul Backwell, age 44, has served as the Chief Executive Officer of Quality Industrial Corp. since October 2022. In February 2022, he was appointed Director of Emergency Response Technologies Inc. Mr. Backwell has also held the position of Managing Director at Ilus International Inc. since July 2021. Additionally, he has served as a Non-Executive Director of FB Fire Technologies Ltd (FireBug) since September 2019.

From September 2019 to July 2021, Mr. Backwell was the Managing Director of Detego Global, and from May 2019 to July 2021, he served as a Non-Executive Director of ConnectNow. Upon the completion of his studies in 2001, Mr. Backwell has since occupied several leadership positions in global sales and business management.

Other than as described above, Mr. Backwell does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

As described above, Mr. Backwell was selected to become the Chief Executive Officer of the Company pursuant to the Stock Purchase Agreement. There are no family relationships that exist between Mr. Backwell and any directors or executive officers of the Company. In addition, there has been no transaction, nor is there any currently proposed transaction, between Mr. Backwell and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Except as otherwise noted, this report on Form 6-K and the attached Exhibit 2.1, Exhibit 3.1, and Exhibit 10.1 are incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-251990, 333-264714 and 333-276880) and the prospectuses thereof and any prospectus supplements thereto.

Issuances of Press Releases

On November 19, 2024, the Company issued a press release to announce the signing of the Purchase Agreement. On November 26, 2024, the Company issued a press release to announce the Closing and related change in the executive leadership of the Company, the Company’s intention to host an investor presentation in due course, along with an update regarding the Company’s hearing to appeal the delisting of its securities from Nasdaq. A copy of each press release is furnished as Exhibit 99.1 and Exhibit 99.2 to this Report on Form 6-K, respectively.

The information furnished herein (including Exhibit 99.1 and Exhibit 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

The press releases attached as Exhibit 99.1 and Exhibit 99.2 hereto, the statements contained therein, and this report on Form 6-K contain forward-looking statements and information relating to the Company that are based on the current beliefs, expectations, assumptions, estimates and projections of the Company’s management regarding the Company’s business and industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to the Company or the Company’s management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others, the Company’s ability to complete the acquisition of Quality and integrate its business, the ability of the Company, the Sellers and Quality to obtain all necessary consents and approvals in connection with the acquisition, obtain clearance from Nasdaq of an initial listing application in connection with the acquisition, obtain the Shareholder Approval, and the risks and uncertainties which are generally set forth under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the SEC on April 30, 2024 (the “Annual Report”). Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report.

All forward-looking statements included herein attributable to the Company or other parties or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 of Form 6-K filed on November 20, 2024)
3.1		Form of Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares of Fusion Fuel Green PLC
10.1		Form of Lock-Up Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., and certain other persons
99.1		Press Release dated November 19, 2024 (incorporated by reference to Exhibit 99.1 of Form 6-K filed on November 20, 2024)
99.2		Press Release dated November 26, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 26, 2024	Fusion Fuel Green PLC

	By:	/s/ John-Paul Backwell
		John-Paul Backwell
		Chief Executive Officer

Exhibit 3.1

FUSION FUEL GREEN PLC

CERTIFICATE OF DESIGNATION OF PREFERENCES,
BENEFITS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED SHARES

Fusion Fuel Green PLC, a public limited company incorporated in the Republic of Ireland (the “Corporation”), does hereby certify that, pursuant to the authority contained in its Memorandum and Articles of Association (the “Constitution”), the board of directors of the Corporation (the “Board of Directors”) has adopted the following resolution which creates a series of the Corporation’s Preferred Shares with a nominal value of US$0.0001 each (the “Preferred Shares”), designated as Series A Convertible Preferred Shares, and determined the voting powers, designations, powers, preferences and relative, participating, optional, or other special benefits, and the qualifications, limitations, and restrictions thereof, of such series:

RESOLVED, that the Board of Directors does hereby provide for the issuance of the following series of Preferred Shares for cash or exchange of other securities, rights or property and does hereby in this Certificate of Designation of Preferences, Benefits and Limitations (the “Certificate of Designation”) fix and determine the benefits, preferences, restrictions and other matters relating to such series of Preferred Shares as follows:

1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 7(b).

“Automatic Conversion” shall have the meaning set forth in Section 6(a).

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Certificate of Designation” has the meaning set forth in the Preamble.

“Class A Ordinary Shares” means the Corporation’s Class A Ordinary Shares with a nominal value of US$0.0001 each, and shares of any other class of securities into which such securities may hereafter be reclassified or changed.

“Class A Ordinary Shares Equivalents” means any securities of the Corporation that would entitle the holder thereof to acquire at any time Class A Ordinary Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Ordinary Shares.

“Closing Date” shall have the meaning set forth in Section 1.02 of the Stock Purchase Agreement.

“Constitution” has the meaning set forth in the Preamble.

“Conversion” shall have the meaning set forth in Section 6(c)(ii).

“Conversion Date” shall have the meaning set forth in Section 6(a).

“Conversion Ratio” shall have the meaning set forth in Section 6(b).

“Conversion Shares” means, collectively, the Class A Ordinary Shares issuable upon conversion of the Series A Preferred Shares in accordance with the terms hereof.

“Converted Share” shall have the meaning set forth in Section 6(a).

“Corporation” has the meaning set forth in the Preamble.

“Extended Purchaser Meeting Deadline” shall have the meaning set forth in Section 6.08(b) of the Stock Purchase Agreement.

“Fundamental Transaction” shall have the meaning set forth in Section 9(b).

“Holder” means a holder of Series A Preferred Shares.

“Irish Companies Act” shall have the meaning set forth in Section 7(a).

“Liquidation” means any liquidation, dissolution or winding up of the Corporation’s affairs, whether voluntary or involuntary; provided, however, that none of (i) a consolidation or merger of the Corporation with one or more Persons, individually or in a series of transactions, (ii) a sale, lease or transfer of all or substantially all of the Corporation’s assets or (iii) a statutory share exchange shall be deemed to be a Liquidation.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Non-Approval Date” shall have the meaning set forth in Section 8(a).

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Shares” has the meaning set forth in the Preamble.

“Quality Industrial” shall have the meaning set forth in Section 8(a).

“Quality Notice Date” shall have the meaning set forth in Section 8(a).

“Redemption Date” shall have the meaning set forth in Section 8(a).

“Redemption Event” shall have the meaning set forth in Section 8(b).

“Redemption Notice” shall have the meaning set forth in Section 8(b).

“Requisite Holders” means holders of a majority of the issued and outstanding Series A Preferred Shares.

“Seller Holder” shall have the meaning set forth in Section 8(a).

“Sellers” shall have the meaning set forth in the preamble to the Stock Purchase Agreement.

“Sellers’ Shares” shall have the meaning set forth in the recitals to the Stock Purchase Agreement.

“Series A Preferred Shares” shall have the meaning set forth in Section 2.

“Shareholder Approval” means such approval as may be required by the applicable rules and regulations of Nasdaq or other securities exchange or quotation system if applicable, including, without limitation, Rule 5635 of the listing rules of Nasdaq and the Irish Takeover Rules as may be required for the Corporation to effect such issuance from the shareholders of the Corporation with respect to the transactions contemplated by the Stock Purchase Agreement, the Ancillary Agreements (as defined in the Stock Purchase Agreement), and the Merger Agreement (as defined in the Stock Purchase Agreement), including the issuance of all of the Class A Ordinary Shares issuable upon conversion of the Series A Preferred Shares in excess of 19.99% of the issued and outstanding Class A Ordinary Shares on the date of the Stock Purchase Agreement.

“Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of November 18, 2024, by and among Quality Industrial Corp., a Nevada corporation, the Corporation, Ilustrato Pictures International Inc., a Nevada corporation, and additional shareholders combined, as amended, modified or supplemented from time to time in accordance with its terms.

“Successor Entity” shall have the meaning set forth in Section 7(b).

“Transfer Agent” means Continental Stock Transfer & Trust Company, or such other agent or agents of the Corporation as may be designated by the Board or its duly authorized designees as the transfer agent, registrar, and dividend disbursing agent for the Series A Preferred Shares.

2. Designation, Amount and Nominal Value. The series of Preferred Shares shall be designated as Series A Convertible Preferred Shares with a nominal value of US$0.0001 each (the “Series A Preferred Shares”), and the number of shares so designated shall be four million one hundred seventy-one thousand three hundred twenty-seven (4,171,327), which shall not be subject to increase without the written consent of the Requisite Holders. Each Series A Preferred Share shall be identical in all respects to every other Series A Preferred Share.

3. Dividends. Except for share dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders, as such, shall not be entitled to receive dividends of any kind on the Shares.

4. Rank; Liquidation.

(a) The Series A Preferred Shares shall rank on parity with the Class A Ordinary Shares as to distributions of assets upon Liquidation, whether voluntarily or involuntarily.

(b) Upon Liquidation, the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a Holder would receive if the Series A Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock immediately prior to such Liquidation, which amount shall be paid pari passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

5. Voting Rights. Except as set forth in this Section 5 or as expressly required by the Irish Companies Act of 2014, Holders have no voting rights. As long as any Series A Preferred Shares are outstanding, the Corporation shall not, without the affirmative vote of the Requisite Holders, voting together as a class, amend the Constitution (whether by merger, consolidation, or otherwise) to materially and adversely alter or change the powers, preferences or rights given to the Series A Preferred Shares or alter or amend this Certificate of Designation in a manner that materially and adversely alters or changes the powers, preferences or benefits given to the Series A Preferred Shares.

6. Conversion.

(a) Automatic Conversion on Shareholder Approval. Effective as of 5:00 p.m. Eastern time on the later of the date of the Shareholder Approval or the clearance of the initial listing application filed by the Corporation with Nasdaq pursuant to Section 6.09(b) of the Stock Purchase Agreement (the “Conversion Date”), each of the Series A Preferred Shares then outstanding shall automatically convert into the number of Class A Ordinary Shares equal to the Conversion Ratio (the “Automatic Conversion”). The Corporation shall inform each Holder of the occurrence of the Automatic Conversion within three Business Days of the Automatic Conversion. Each of the Series A Preferred Shares that is converted in the Automatic Conversion is referred to as a “Converted Share”. Each Conversion Share shall be issued as follows:

i Each Converted Share that is registered in book entry form shall be automatically cancelled upon the Automatic Conversion and converted into the corresponding Conversion Shares, which Conversion Shares shall be issued in book entry form and without any action on the part of the Holders and shall be delivered to the Holders on the Conversion Date.

ii. Each Converted Share that is issued in certificated form shall be deemed converted into the corresponding Conversion Shares on the date of the Automatic Conversion and the Holder’s rights as a holder of such Converted Share shall cease and terminate on such date, excepting only the right to receive the Conversion Shares upon the Holder tendering to the Corporation (or its designated agent) the share certificate(s) (duly endorsed) representing such certificated Converted Share.

iii. Notwithstanding the cancellation of the Converted Share upon the Automatic Conversion, the Holder of the Converted Share shall continue to have any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation. In all cases, the Holder shall retain all of its rights and remedies for the Corporation’s failure to convert the Converted Share.

(b) Conversion Ratio. The “Conversion Ratio” for each of the Series A Preferred Shares shall be ten (10) Class A Ordinary Shares issuable upon the conversion of each of the Series A Preferred Shares (corresponding to a ratio of 10:1), subject to adjustment in accordance with Section 7.

i. Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued Class A Ordinary Shares for the sole purpose of issuance upon conversion of the Series A Preferred Shares as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of Class A Ordinary Shares as shall (subject to the terms and conditions set forth in the Stock Purchase Agreement) be issuable (taking into account the adjustments of Section 7) upon the conversion of the then outstanding Series A Preferred Shares. The Corporation covenants that all Class A Ordinary Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. Notwithstanding the foregoing, the Corporation shall not be required to reserve shares as aforesaid until the Shareholder Approval has been obtained for the issuance of those Class A Ordinary Shares being so reserved.

ii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series A Preferred Shares into Class A Ordinary Shares (the “Conversion”). As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall round up to the next whole share.

iii. Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Series A Preferred Shares shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such Series A Preferred Shares and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for processing of the Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for electronic delivery of the Conversion Shares.

7. Certain Adjustments

(a) Share Dividends and Share Splits. If the Corporation, at any time while the Series A Preferred Shares are outstanding, (i) pays a share dividend or otherwise makes a distribution or distributions payable in Class A Ordinary Shares on Class A Ordinary Shares or any other Class A Ordinary Shares Equivalents (which, for avoidance of doubt, shall not include any Class A Ordinary Shares issued by the Corporation upon conversion of, or payment of a dividend on, the Series A Preferred Shares), (ii) subdivides outstanding Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Class A Ordinary Shares into a smaller number of shares, or (iv) issues, in the event of a reclassification of Class A Ordinary Shares, any share capital of the Corporation, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of Class A Ordinary Shares (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of Class A Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re classification.

(b) Fundamental Transaction. If, at any time while the Series A Preferred Shares are outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Class A Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Class A Ordinary Shares, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Class A Ordinary Shares or any compulsory share exchange pursuant to which the Class A Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding Class A Ordinary Shares (not including any Class A Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of the Series A Preferred Shares, the Holder shall have the right to receive, in lieu of the right to receive Conversion Shares, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental

Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had, immediately prior to such Fundamental Transaction, converted the Series A Preferred Shares immediately prior to such Fundamental Transaction (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Class A Ordinary Shares for which the Series A Preferred Shares are convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion, the determination of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one of the Class A Ordinary Shares in such Fundamental Transaction, and the Corporation shall adjust the Conversion Price in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Class A Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of the Series A Preferred Shares following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred shares consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred shares into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Ancillary Agreements in accordance with the provisions of this Section 7(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for the Series A Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Series A Preferred Shares which is convertible for a corresponding number of share capital of such Successor Entity (or its parent entity) equivalent to the Class A Ordinary Shares acquirable and receivable upon conversion of the Series A Preferred Shares prior to such Fundamental Transaction, and with a conversion ratio which applies the conversion ratio hereunder to such share capital (but taking into account the relative value of the Class A Ordinary Shares pursuant to such Fundamental Transaction and the value of such share capital, such number of share capital and such conversion ratio being for the purpose of protecting the economic value of the Series A Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and that is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation, the Stock Purchase Agreement, and the other Ancillary Agreements referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation, the Stock Purchase Agreement, and the other Ancillary Agreements with the same effect as if such Successor Entity had been named as the Corporation herein.

(c) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of Class A Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Class A Ordinary Shares (excluding any treasury shares of the Corporation) issued and outstanding.

8. Redemption.

(a) If (i) the Shareholder Approval has not been obtained by the date of the Extended Purchaser Meeting Deadline (the “Non-Approval Date”), or (ii) the Company fails to allocate cash raised from the Purchaser Financing (as defined in the Stock Purchase Agreement) to Quality Industrial Corp., a Nevada corporation (“Quality Industrial”), in compliance with Section 6.04 of the Stock Purchase Agreement, and the Company continues to fail to do so within five calendar days after the date of written notice from Quality Industrial (the “Quality Notice Date”), then, on either the Non-Approval Date or the Quality Notice Date, as applicable, a redemption event (“Redemption Event”) shall be deemed to have occurred, and the Corporation shall, subject to applicable law, be required to repurchase all of the outstanding Series A Preferred Shares held by each of the Sellers (“Seller Holder”) as provided in this Section 8.

(b) Within five days after a Redemption Event, the Corporation shall deliver a written notice (the “Redemption Notice”) to each Seller Holder at the address last shown on the records of the Corporation, notifying each Seller Holder of the redemption that is to be effected, and the date on which the redemption of the Series A Preferred Shares shall occur (which day (the “Redemption Date”) must be within 15 calendar days after the Non-Approval Date or ten calendar days after the Quality Notice Date, as applicable). On the Redemption Date, the Corporation shall transfer or cause to be transferred to each Seller Holder the number of Sellers’ Shares set forth below such Seller Holder’s signature on the signature page to the Stock Purchase Agreement under the caption “Number of Sellers’ Shares” and, upon such Seller Holder’s receipt of such amount, the Series A Preferred Shares theretofore held by such Seller Holder shall no longer be outstanding.

9. Miscellaneous.

(a) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service or delivered by email, addressed to the Corporation, at the principal address of the Corporation or such other facsimile number, email address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9(a). Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service or delivered by email addressed to each Holder at the facsimile number, email address or address of such Holder appearing on the books of the Corporation, or if no such facsimile number, email address or address appears on the books of the Corporation, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email prior to 5:30 p.m. (New York City time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

(b) Book-Entry; Certificates. The Series A Preferred Shares will be issued in book-entry form; provided that, if a Holder requests that such Holder’s Series A Preferred Shares be issued in certificated form, the Corporation will instead issue a share certificate to such Holder representing such Holder’s Series A Preferred Shares. To the extent that any Series A Preferred Shares are issued in book-entry form, references herein to “certificates” shall instead refer to the book-entry notation relating to such shares.

(c) Lost or Mutilated Series A Preferred Share Certificate. If a Holder’s Series A Preferred Share certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the Series A Preferred Shares so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

(d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the laws of Ireland, without regard to the principles of conflict of laws thereof.

(e) Amendments; Waiver. This Certificate of Designation may be amended or any provision of this Certificate of Designation may be waived by the Corporation solely with the affirmative vote at a duly held meeting or written consent of the Requisite Holders; provided that an amendment to Section 6 hereof shall require the affirmative vote at a duly held meeting or written consent of two-thirds of the Holders. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders, except that a waiver by the Requisite Holders or two-thirds of the Holders, as applicable, will constitute a waiver of all Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

(f) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the immediately preceding Business Day.

(h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

(i) Status of Converted or Redeemed Series A Preferred Shares. If any Series A Preferred Shares shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued Preferred Shares and shall no longer be designated as Series A Preferred Shares.

[signature page follows]

IN WITNESS WHEREOF, this Certificate of Designation, which shall be made effective pursuant to the Constitution, is executed by the undersigned this ____ day of _____________, 2024.

	Fusion Fuel Green PLC

	By:
	Name:
	Title:

Exhibit 10.1

Form of Lock-Up Agreement

This LOCK-UP AGREEMENT (this “Agreement”), dated as of November 22, 2024, is entered into by and among (i) Fusion Fuel Green PLC, an Irish public limited company (the “Purchaser”), (ii) certain holders of securities of the Purchaser as set forth on Schedule A hereto (collectively, the “Purchaser Equityholders”), and (iii) the persons designated as equity holders of the Company on Schedule B hereto (collectively, the “Company Equityholders” and together with the Purchaser Equityholders, the “Lock-up Equityholders” and the Lock-up Equityholders, together with Purchaser, the “Parties” and each individually a “Party”). Terms used herein and not defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

WHEREAS, Purchaser, Quality Industrial Corp., a Nevada corporation (the “Company”) and certain other parties, including one or more of the Company Equityholders, have entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”), providing for, among other things, the purchase of certain shares of Company Common Stock and Company Preferred Stock that represent in the aggregate, 69.36% of the issued and outstanding capital stock of the Company, and in exchange, the Sellers shall receive certain Purchaser Ordinary Shares and Purchaser Preferred Shares (that are convertible in Purchaser Ordinary Shares); and

WHEREAS, as a condition to the Closing, the Parties are entering into this Agreement effective as of the Closing.

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Article I. Restrictions on Shares; Lock-Up.

Section 1.01 The Parties agree that, (a) for the Company Equityholders, during the period commencing upon the Closing and ending on the date that is 180 days after such date (the “Company Lock-Up Period”), and (b) for the Purchaser Equityholders, during the period commencing upon the Closing and ending on the date that is 180 days after such date (the “Purchaser Lock-Up Period” and together with the Company Lock-Up Period, the “Lock-Up Periods”), the Lock-up Equityholders shall not:

(i) Transfer (except as may be specifically required by court order or by operation of law), any Purchaser Ordinary Shares or securities convertible, exchangeable or exercisable into, Purchaser Ordinary Shares beneficially owned or held by such Lock-up Equityholders immediately following the Closing (collectively, the “Lock-Up Securities”), where “Transfer” means offer, sell, contract to sell, lend, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to), or might reasonably be expected to, result in the disposition, whether by actual disposition or effective economic disposition due to cash settlement or otherwise, by the Lock-up Equityholders or any Affiliate thereof or any person in privity with the Lock-up Equityholders or any Affiliate thereof, directly or indirectly;

(ii) enter into any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Lock-Up Securities or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities;

(iii) grant any proxies or powers of attorney with respect to any Lock-Up Securities, deposit any Lock-Up Securities into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any Lock-Up Securities or make any public announcement that is in any manner inconsistent with this Article I, except that the foregoing shall not apply to any voting agreement entered into pursuant to Section 6.06(b) of the Purchase Agreement (“Purchase Agreement Voting Agreement”); or

(iv) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing actions in clauses (i) to (iii), or publicly disclose the intention to take any of the foregoing actions, except that the foregoing shall not apply to any Purchase Agreement Voting Agreement.

After the completion of the respective Company Lock-Up Period, the Company Equityholders agree not to Transfer any Lock-Up Securities other than pursuant to Rule 144(e) of the Securities Act (the “144 Lock-Up”).

Section 1.02 Notwithstanding the restrictions set forth in Section 1.01 above but subject to the proviso at the end of Section 1.02(iv):

(i) if the Party is a natural person, the Party may transfer his or her Lock-Up Securities to any natural person related to the Party by blood or adoption who is an immediate family member of the Party, or to a trust for the benefit of the Party or any member of the Party’s immediate family for estate planning purposes, or to the Party’s estate, following the death of the Party, by will, intestacy, or other operation of law, or as a bona fide gift to a charitable organization, or by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such member of the Party’s immediate family;

(ii) if the Party is a corporation, partnership or other business entity, the Party may transfer its Lock-Up Securities to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Party or as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the Party (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders), or as a bona fide gift to a charitable organization;

(iii) if the Party is a trust, the Party may transfer its Lock-Up Securities to any grantors or beneficiaries of the trust;

(iv) nothing contained herein will be deemed to restrict the ability of the Party to (A) exercise an option to purchase Purchaser Ordinary Shares, and any related transfer of Purchaser Ordinary Shares to Purchaser for the purpose of paying the exercise price of such options as a result of the exercise of such options; provided, that for the avoidance of doubt, the underlying Purchaser Ordinary Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement until the respective Lock-Up Periods expire and after, if at all, all Lock-Up Securities are disposed of pursuant to Section 1.01; (B) establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act for the transfer of Lock-Up Securities; provided, that such plan does not provide for the transfer of Lock-Up Securities during the respective Lock-Up Periods or in violation of the 144 Lock-Up; or (C) transfer its Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Purchaser’s capital stock involving a change of control of Purchaser, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities shall remain subject to the restrictions contained in this Agreement; and

(v) provided, that with respect to any transfer or distribution pursuant to Section 1.02, (x) no filing by any party (donor, donee, transferor, transferee, distributor or distributee, as the case may be) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the respective Lock-Up Periods (other than (1) any exit filings or public announcements that may be required under applicable federal and state securities laws or (2) in respect of a required filing under the Exchange Act in connection with a transfer pursuant to Section 1.02(ii) above or the exercise of an option to purchase Purchaser Ordinary Shares following such individual’s termination of employment that would otherwise expire during the respective Lock-Up Periods, provided that reasonable notice shall be provided to Purchaser prior to any such filing), and (y) except with respect to Section 1.02(iv)(A), (B) and (C) above, it shall be a condition to the transfer or distribution that the transferee or distributee executes an agreement, in the form of this Agreement, stating that the transferee or distributee is receiving and holding such Lock-Up Securities subject to the provisions of such agreement during the respective Lock-Up Periods.

Section 1.03 The following terms shall have the following meanings for purposes of this Agreement:

(i) “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the State of Nevada are authorized or required by applicable law to be closed.

(ii) “Person” means an individual, general partnership, limited partnership, limited liability company, association, corporation, trust, estate, or any other entity or organization.

(iii) For the avoidance of doubt, “Lock-Up Periods” means the Company Lock-Up Period and the Purchaser Lock-Up Period, as those terms individually and respectively apply to the Company Equityholders and Purchaser Equityholders.

Article II. Miscellaneous.

Section 2.01 This Agreement shall terminate immediately and automatically upon the earlier of (i) all Lock-Up Securities having been sold pursuant to Section 1.01 and (ii) if the Purchase Agreement is validly terminated in accordance with its terms, upon the date of such termination.

Section 2.02 The Parties hereby represent and warrant that (i) if it is a corporation, partnership, limited liability company or other business entity, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) he, she or it has full power and authority to enter into this Agreement, (iii) this Agreement has been duly and validly executed and delivered by the Parties and constitutes the legal, valid and binding obligation of the Parties, enforceable against the Parties in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies, and (iv) upon request, he, she or it will execute any additional documents necessary to ensure the validity or enforcement of this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the Parties shall be binding upon the successors, assigns, heirs or personal representatives of the Parties.

Section 2.03 Any attempted transfer in violation of this Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Agreement, and will not be recorded on the share register of Purchaser. In order to ensure compliance with the restrictions referred to herein, the Parties agrees that Purchaser and its transfer agent and registrar are hereby authorized to decline to make any such transfer if it would constitute a violation or breach of this Agreement.

Section 2.04 Any person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may in its sole discretion apply to any court of law or equity of competent jurisdiction for, and obtain from any such court, specific performance and/or injunctive relief (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement and shall not be required to prove irreparable injury to such Party or that such Party does not have an adequate remedy at law with respect to any breach of this Agreement (each of which elements the Parties admit). The Parties further agree and acknowledge that each and every obligation applicable to it contained in this Agreement shall be specifically enforceable against it and hereby waives and agrees not to assert any defenses against an action for specific performance of their respective obligations hereunder. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies available under this Agreement or otherwise.

Section 2.05 Except as provided in Section 1.02, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party, provided that Purchaser may assign its rights and interests to any of its Affiliates (as defined in the Purchase Agreement). Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 2.05 shall be null and void.

Section 2.06 If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 2.07 Each of the Parties agrees and acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law.

Section 2.08 This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement).

Section 2.09 Each of the Parties specifically acknowledges that he, she or it (i) is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Agreement, (ii) has had the opportunity to review this Agreement with counsel of his, her or its own choosing, (iii) has carefully read and fully understands all of the terms of this Agreement, and (iv) is under no disability or impairment that affects its, his or her decision to sign this Agreement and he, she or it knowingly and voluntarily intends to be legally bound by this Agreement.

Section 2.10 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder (i) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable international overnight courier service, (ii) upon delivery in the case of delivery by hand, or (iii) on the date delivered in the place of delivery if sent by email or facsimile (with a written or electronic confirmation of delivery) prior to 5:00 p.m. Eastern time, otherwise on the next succeeding Business Day, in each case to the intended recipient notice address as set forth in Section 10.07 of the Purchase Agreement.

Section 2.11 The Purchaser Equityholders and the Company Equityholders agree and consent to the entry of stop transfer instructions with Purchaser’s transfer agent and registrar against the transfer of Purchaser Ordinary Shares or securities convertible into or exchangeable or exercisable for Purchaser Ordinary Shares held by the stockholder except in compliance with the foregoing restrictions.

Section 2.12 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement, each of the Parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the federal courts located in the State of New York (collectively with any appellate courts thereof, the “Courts”); (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 2.12; (iii) waives any objection to laying venue in any such action or proceeding in such Courts; (iv) waives any objection that such Courts are an inconvenient forum or do not have jurisdiction over any Party; (v) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 2.10 of this Agreement; and (vi) irrevocably and unconditionally waives the right to trial by jury. This Agreement, and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 2.13 Nothing herein shall grant to or create in any Person not a Party, or any such Person’s dependents, heirs, successors or assigns any right to any benefits hereunder or any remedies hereunder, and no such Person shall be entitled to sue any Party with respect thereto;

Section 2.14 Any amendment, supplement or waiver of this Agreement shall be effective only if in a written instrument executed by each of the Parties.

Section 2.15 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by Purchaser and the stockholder by facsimile or electronic transmission in .pdf format shall be sufficient to bind such Parties to the terms and conditions of this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

	FUSION FUEL GREEN PLC, an Irish public limited company

	By
	Name:	Frederico Figueira de Chaves
	Title:	CEO

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

	Quality Industrial Corp.

	By:
	Name:	John-Paul Backwell
	Title:	CEO

Schedule A

Purchaser Equityholders

Frederico Figueira de Chaves

Jeffrey Schwarz

Theresa Jester

Rune Magnus Lundetrae

André Antunes

Mario Garma

Gavin Jones

Jaime Silva

João Teixeira Wahnon


	Frederico Figueira de Chaves
	(Name - Please Print)

	(Signature)


	Jeffrey Schwarz


	Signature


	Theresa Jester


	Signature


	Rune Magnus Lundetrae


	Signature


	André Antunes


	Signature


	Mario Garma


	Signature


	Gavin Jones


	Signature


	Jaime Silva


	Signature


	João Teixeira Wahnon


	Signature

Schedule B

Company Equityholders

Ilustrato Pictures International Inc.

Nicolas Link

John-Paul Backwell

Carsten Kjems Falk

Krishnan Krishnamoorthy

Exchange Listing LLC

Sanjeeb Safir

Ramus Refer

Louise Bennett

EXHIBIT 99.2

Fusion Fuel Announces Completion of QIND Acquisition and Executive Leadership Changes

DUBLIN, Nov. 26, 2024 (GLOBE NEWSWIRE) -- Fusion Fuel Green PLC (NASDAQ: HTOO) (“Fusion Fuel” or the “Company”), a leader in full-service green hydrogen solutions, today announced the successful closing of its previously disclosed transaction to acquire a controlling stake in Quality Industrial Corp. (OTC Pink: QIND) (“QIND”) through a share exchange. The completion of this strategic acquisition strengthens Fusion Fuel’s position in the energy engineering, supply, and services business, creating a robust platform to capitalize on growing demand in the renewable energy and industrial gas sectors.

As part of the transaction, Fusion Fuel has made several key leadership changes to align with its strategic vision. Effective immediately, John-Paul Backwell has been appointed Chief Executive Officer and will join the Company’s Board of Directors. Mr. Backwell will continue in his current role as Chief Executive Officer of QIND. Additionally, Frederico Figueira de Chaves, formerly the Company’s Chief Executive Officer, will transition to the role of Chief Strategy Officer and Head of Hydrogen Solutions. Gavin Jones continues as the Company’s Chief Financial Officer.

Remarking upon the changes, Jeffrey Schwarz, Chairman of the Board of Fusion Fuel said, “We are thrilled to welcome Mr. Backwell to our executive leadership team, further strengthening the depth and breadth of our management capabilities. His extensive multidisciplinary experience in business management, with particular emphasis on the scaling of companies, international market development, and mergers and acquisitions—will be instrumental in driving Fusion Fuel’s growth and delivering long-term value to its stakeholders. Over the course of his more than two-decade career, Mr. Backwell has demonstrated exceptional leadership, holding key roles as Chief Executive, Managing Director, and both Executive and Non-Executive Director.” Mr. Schwarz continued, “In his new role as Chief Strategy Officer and Head of Hydrogen Solutions, Mr. Figueira de Chaves will focus on operational excellence and driving innovation in Fusion Fuel’s core hydrogen engineering capabilities.”

John-Paul Backwell added: “I am honored to lead Fusion Fuel at this pivotal moment. This transaction marks a significant milestone in the evolution of Fusion Fuel’s business, providing the scale, synergies, and expertise needed to drive growth and deliver exceptional value to our stakeholders. Together with Frederico and the rest of the team, I am excited to build a world-class platform for engineering and advisory services across the energy and industrial sectors, helping to shape the future of energy and sustainability.”

The Company plans to hold an investor presentation to provide an overview of the strategic rationale behind this transaction, the vision for the combined company, and its plans for sustained growth in the hydrogen and industrial gases markets. The date and time of the presentation will be announced over the coming days, with access details to follow on the Company’s website.

Nasdaq Compliance Update

The Company has also announced that the hearing to appeal the delisting of its securities from Nasdaq has been scheduled for January 7, 2025. Management is confident that following the close of this transaction and the consolidation of financials, Fusion Fuel will meet the stockholder equity requirements for continued listing.

About Fusion Fuel Green plc

Fusion Fuel Green plc (NASDAQ: HTOO) is a leading provider of full-service energy engineering and advisory solutions, specializing in green hydrogen and broader industrial gas applications. Through its majority-owned subsidiary, Quality Industrial Corp., Fusion Fuel now offers an expanded portfolio of services, including the design, supply, installation, and maintenance of energy systems, as well as the transport and distribution of liquefied petroleum gas. The Company serves a diverse customer base spanning commercial buildings, mixed-use developments, heavy industries, and food service sectors, while continuing to drive innovation in the renewable energy space. Fusion Fuel is committed to advancing the global energy transition by delivering sustainable, efficient, and reliable energy solutions. Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu and following us on LinkedIn.

A description of the Stock Purchase Agreement, dated November 19, 2024 (the “Purchase Agreement”), among the Company, QIND, and certain shareholders of QIND (the “Sellers”) is contained in a report on Form 6-K that was furnished by the Company to the Securities and Exchange Commission (the “SEC”) on November 20, 2024, and a copy of which was included as an exhibit to such Form 6-K. The description above is qualified in its entirety by reference to the full text of such exhibit.

The Purchase Agreement sets forth material terms and conditions for the transaction that, upon consummation, resulted in Fusion Fuel’s acquisition of approximately 70% of the issued and outstanding share capital of QIND. Certain post-closing requirements are applicable, including stockholder approval of related matters and Nasdaq clearance of a new initial listing application, and failure to satisfy such requirements within a certain period may result in the unwinding of the acquisition by the Company of the shares of QIND. A further description of these requirements is contained in a report on Form 6-K that is being furnished by the Company to the SEC on or around the date hereof. There can be no assurance that post-closing requirements for the acquisition will be met.

Forward-Looking Statements

This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including without limitation, the ability of the Company, QIND, and the Sellers to obtain all necessary regulatory and other consents and approvals in connection with the acquisition, the Company’s ability to complete the acquisition of QIND and integrate its business, obtain Nasdaq clearance of a new initial listing application in connection with the acquisition, and obtain stockholder approval of the matters to be voted on at a stockholders’ meeting to approve matters required to be approved in connection with the Purchase Agreement. Fusion Fuel has based these forward-looking statements largely on its current expectations, including but not limited the ability of the investment reported on to be consummated as anticipated. Such forward-looking statements are subject to risks and uncertainties (including those set forth in Fusion Fuel’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission) which could cause actual results to differ from the forward-looking statements.

Investor Relations Contact

ir@fusion-fuel.eu

Fusion Fuel Green (NASDAQ:HTOOW)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025

Fusion Fuel Green (NASDAQ:HTOOW)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025

시장 데이터

뉴스

도구

시장

팔로우

Hot Features

피드 팔로우

실시간 옵션 플로우

모니터

HTOOW Fusion Fuel Green PLC

Fusion Fuel Green PLC News

최근 히스토리

회사 소개

사업

Popular

앱 받기