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: February, 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 February 6, 2025, Fusion Fuel Green PLC, an
Irish public limited company (the “Company”), issued a press release. A copy of the press release is furnished as Exhibit
99.1 to this Report on Form 6-K.
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.
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: February 6, 2025 |
/s/ John-Paul Backwell |
|
John-Paul Backwell |
|
Chief Executive Officer |
2
Exhibit 99.1
Fusion Fuel Announces Decision by Nasdaq Hearings
Panel
DUBLIN, Ireland, February 6, 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 the Nasdaq Hearings Panel has found the Company in compliance
with Nasdaq Listing Rule 5550(b)(1), requiring minimum stockholders’ equity of $2,500,000, and granted the Company’s request for
an exception to evidence compliance with other applicable criteria for continued listing on The Nasdaq Stock Market LLC.
On or before June 29, 2025, the Company will be
required to demonstrate compliance with Nasdaq Listing Rule 5620(a) requiring the Company to hold an annual shareholder meeting.
In addition, on or before July 28, 2025, the Company will be required to demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) requiring
the Company to have a minimum bid price of $1.00 (the “Minimum Bid Price Requirement”). To evidence compliance
with the Minimum Bid Price Requirement, the Company’s Class A Ordinary Shares must have a closing bid price at or above
$1.00 per share for a minimum of 10 consecutive business days. The Nasdaq hearing on the matter was held on January 7, 2025.
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 brands. 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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