HTOOW Fusion Fuel Green PLC

 

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
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: January, 2025.

 

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
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 ☐

 

 

 

On January 31, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued a press release to announce the approval of its application to transfer its securities to The Nasdaq Capital Market from The Nasdaq Global Market, and that the Company will be eligible for an additional 180 calendar day period, or until July 28, 2025, to regain compliance with the minimum $1.00 bid price per share requirement of The Nasdaq Stock Market LLC. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.

 

The information furnished herein and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

 

Forward-Looking Statements

 

The information herein and the press release attached as Exhibit 99.1 hereto and the statements contained therein may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2024 (the “Annual Report”), and other filings with the SEC. 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 subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

 

Exhibit No.		Description
99.1		Press Release dated January 31, 2025

 

 

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.

 

	Fusion Fuel Green PLC
	(Registrant)
Date: January 31, 2025	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Fusion Fuel to Transfer Equity Listing to The Nasdaq Capital Market; Receives Extension to Comply with Bid Price Rule

 

DUBLIN, Ireland, January 31, 2025 (GlobeNewswire) – Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a leading provider of comprehensive energy engineering, advisory, and supply solutions, today announced that it was notified by the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff has approved the Company’s application to transfer its Class A Ordinary Shares and publicly-traded warrants to The Nasdaq Capital Market from The Nasdaq Global Market. This transfer will take effect at the opening of business on February 3, 2025.

 

In connection with the transfer, the Staff determined that the Company will be eligible for an additional 180 calendar day period, or until July 28, 2025, to regain compliance with the Nasdaq minimum $1.00 bid price per share requirement (the “Minimum Bid Price Requirement”). The Company intends to take all necessary steps to regain compliance, including effecting a reverse share split, if necessary, to regain compliance. If at any time during this additional time period the closing bid price of the Class A Ordinary Shares is at least $1.00 per share for a minimum of ten consecutive business days, the Staff will provide written confirmation of compliance for continued listing on The Nasdaq Capital Market.

 

As previously reported in a Report on Form 6-K furnished to the Securities and Exchange Commission on January 13, 2025, on January 10, 2025, the Company received a letter from the Staff notifying it that since the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year ended December 31, 2023, it no longer complies with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”). There can be no assurance that Fusion Fuel will be able to regain compliance with the Minimum Bid Price Requirement, whether by implementing a reverse share split or otherwise, that the Company will be able to regain compliance with the Annual Meeting Requirement, or that the Company will be able to meet the Nasdaq listing requirements in general.

 

Fusion Fuel does not anticipate a material impact on its equity trading as a result of the transfer of listing. The Nasdaq Capital Market operates in the same manner as The Nasdaq Global Market and is a continuous trading market that lists companies that must meet certain financial and corporate governance requirements. Fusion Fuel’s securities will continue to trade under the symbols “HTOO” and “HTOOW.”

 

“We are pleased to receive Nasdaq’s approval to transfer our listing to The Nasdaq Capital Market, along with the additional time to regain compliance with the Minimum Bid Price Requirement,” said JP Backwell, CEO of Fusion Fuel. “This determination provides us with both the flexibility and the confidence to continue executing on our strategic initiatives with a renewed focus on building our business. We remain committed to delivering value to our shareholders and further establishing Fusion Fuel as a leading provider of full-service energy engineering and advisory solutions.”

 

About Fusion Fuel Green plc

 

Fusion Fuel Green PLC (NASDAQ: HTOO) is an emerging leader in the energy services sector, offering a comprehensive suite of energy engineering and advisory solutions through its Al Shola Gas and BrightHy subsidiaries. Al Shola Gas provides full-service industrial gas solutions, including the design, supply, and maintenance of liquefied petroleum gas (LPG) systems, as well as the transport and distribution of LPG to a broad range of customers across commercial, industrial, and residential sectors. BrightHy, the Company’s newly launched hydrogen solutions platform, focuses on delivering innovative engineering and advisory services that enable decarbonization across hard-to-abate industries.

 

Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu and following us on LinkedIn.

 

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. Fusion Fuel has based these forward-looking statements largely on its current expectations. 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

 

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