Fusion Fuel Green (HTOO) Registration Filing summary

Company overview and business model

• Aims to be a full-service energy and utilities solutions provider in hydrogen and gas sectors, focusing on green hydrogen project solutions and LPG distribution services through subsidiaries in Ireland and the UAE.

• Offers advisory, engineering, equipment sales, and project management for hydrogen projects, with a new subsidiary, Bright Hydrogen Solutions Limited, leading hydrogen services.

• Acquired a controlling interest in Quality Industrial Corp. in November 2024, expanding into LPG distribution and engineering services for over 36,000 customers in the Middle East.

• Pursues sustainable growth via a diversified energy portfolio, leveraging established infrastructure and expanding clean energy operations.

Financial performance and metrics

• As of March 24, 2025, 23,445,462 Class A Ordinary Shares were outstanding, with 18,743,053 held by non-affiliates.

• The last reported sale price of Class A Ordinary Shares on March 27, 2025, was $0.2640.

• The audit report for 2023 notes recurring losses and negative cash flows, raising substantial doubt about the company's ability to continue as a going concern.

Use of proceeds and capital allocation

• May receive up to $25,000,000 in gross proceeds from sales of Class A Ordinary Shares to Keystone Capital Partners under the Purchase Agreement.

• 25% of gross proceeds will be used to pay outstanding interest, dividends, and principal on obligations at a rate of 120% of the greater of the outstanding obligations or intrinsic value.

• Proceeds are also allocated for working capital, strategic, and general corporate purposes, with specific allocations required for QIND and legacy businesses per the QIND Purchase Agreement.

• Management retains broad discretion over the use of net proceeds.