DUBLIN, May 27, 2025 (GLOBE NEWSWIRE) -- Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a provider of integrated energy solutions, today announced that it has executed non-binding Heads of Terms (“Heads of Terms”) with a privately-held United Kingdom-based fuel distribution business (“Target”) to acquire 100% of the equity of Target and certain related companies from their existing shareholders. The signing of the Heads of Terms follows the signing of a non-binding Letter of Intent b ...

DUBLIN, Ireland, May 22, 2025 (GLOBE NEWSWIRE) -- via IBN – Fusion Fuel Green PLC (Nasdaq: HTOO) ("Fusion Fuel" or the "Company"), a leading provider of full-service energy engineering, advisory, and utility solutions, today announced that its majority-owned operating subsidiary, Al Shola Al Modea Gas Distribution LLC (“Al Shola Gas”), has secured an estimated $2.7 million in new engineering contracts since the beginning of March 2025, and, since the beginning of January 2025, has added more than 1,800 resi ...

Financial Performance and Challenges - The company has historically incurred significant net losses and anticipates these losses may continue for at least the next 12 to 18 months due to a transition period [40]. - The planned hydrogen business has recently been incorporated but has generated no revenues, raising concerns about its future profitability [41]. - The company faces significant challenges in integrating QIND and realizing expected synergies, which could lead to financial strain and operational inefficiencies [48]. - The company's ability to achieve profitability is complicated by reliance on securing new contracts and maintaining compliance with regulatory requirements in multiple jurisdictions [46]. - The company may need to undertake additional cost-cutting measures or seek additional financing under unfavorable terms if profitability is not achieved within a reasonable timeframe [42]. - The company's access to necessary capital depends on market conditions and investor confidence, which are critical for sustaining operations [46]. - As of December 31, 2024, the Company had outstanding indebtedness of approximately $3.4 million, with total cash of €0.2 million and a comprehensive loss of approximately €13.7 million for 2024 [61]. - The Company is in default under a promissory note, with an outstanding balance of approximately $140,000, which could lead to significant financial repercussions [56]. - The Company may face challenges in refinancing its debt, which could impair liquidity and operational flexibility [64]. - The company requires additional funding to continue operations, and failure to secure necessary financing may force significant operational delays or discontinuation [71]. - Operations have consumed substantial cash since inception, and the company expects this trend to continue as it builds its platform and administrative functions [72]. Acquisition and Integration - The company closed on the acquisition of a majority stake in QIND on November 26, 2024, which primarily operates as a gas distributor through its 51% ownership of Al Shola Gas [40]. - The Company issued 3,818,969 Class A Ordinary Shares, representing 19.99% of the outstanding Class A Ordinary Shares, as part of the acquisition of QIND [50]. - The Company and QIND expect to incur substantial non-recurring costs related to the merger, including legal and advisory fees, which may impact financial performance [51]. - The unaudited pro forma combined financial information is preliminary and may differ materially from actual results post-acquisition [53]. - Upon completion of the merger, a small group of approximately nine individuals and entities will control a majority of the outstanding Class A Ordinary Shares, potentially affecting shareholder influence [54]. - The Company completed the acquisition of Quality Industrial Corp. on November 26, 2024, acquiring approximately 69.36% of QIND's capital stock [213]. - The company issued 4,171,327 Series A Preferred Shares as part of the QIND acquisition, constituting 19.99% of the issued and outstanding Class A Ordinary Shares [213]. Market and Competitive Environment - The market for energy engineering and advisory solutions is mature, with numerous well-established competitors, making it challenging for the company to establish a competitive market position [44]. - The hydrogen engineering and advisory services sector is becoming increasingly competitive, with established firms having greater resources and customer relationships [100]. - The company faces competitive pressures that may reduce sales and operating margins, requiring continued investment in various operational areas [119]. - The planned hydrogen business is uncertain and heavily reliant on government policies and incentives, with potential competition from alternative energy sources impacting demand [99]. Regulatory and Compliance Risks - The company is subject to ongoing tax audits, and outcomes may materially impact financial conditions and cash flows [91]. - The hydrogen business is subject to complex regulatory requirements, which could lead to delays and increased compliance costs [102]. - Legal and contractual risks, including potential disputes and safety compliance issues, could adversely affect the hydrogen business [103]. - Material weaknesses in internal control over financial reporting have been identified, which may impact the accuracy and timeliness of financial reporting [93]. - The company's internal control over financial reporting was deemed ineffective as of December 31, 2024, which may adversely affect the market price of Class A Ordinary Shares due to loss of investor confidence [95]. Operational and Strategic Risks - The company is highly dependent on key personnel, including the CEO and CFO, and the loss of any key member could hinder the implementation of its business plan [96]. - Attracting and retaining skilled employees, particularly in engineering and sales, is critical for the company's growth and strategic objectives, with intense competition for such talent [97]. - Supply chain disruptions and cost increases could negatively impact the execution of hydrogen projects, affecting profitability and project timelines [101]. - The company has encountered product failures related to electronic and mechanical components, which may lead to repairs or reimbursements [116]. - Supply chain disruptions, including natural disasters and pandemics, could result in launch delays and lost revenues [117]. Financial Instruments and Shareholder Considerations - The Company may issue up to approximately 3,342,411 Class A Ordinary Shares upon full conversion of the March 2025 Notes, with an initial conversion price of $0.4364 per share [196]. - The January 2025 Notes may require the issuance of up to approximately 2,469,845 Class A Ordinary Shares at an initial conversion price of $0.559 per share [198]. - Under the November 2023 Subscription Agreement, the Company may issue up to $18.85 million of convertible promissory notes, potentially convertible into an aggregate of up to 188,500,000 Class A Ordinary Shares [199]. - Future sales or issuances of Class A Ordinary Shares may depress the stock price and result in dilution for existing shareholders [194]. - The conversion of outstanding convertible securities may lead to significant dilution of existing Class A Ordinary Shares [196]. - The company has not declared or paid any cash dividends since its formation and does not intend to do so in the foreseeable future [152]. - The company is generally prohibited from paying cash dividends under certain loan covenants, affecting the return on investment for shareholders [152]. International Operations and Risks - The company plans to expand internationally, with expectations that international operations will constitute the majority of sales and assets in the foreseeable future [78]. - The company is exposed to risks associated with investments in emerging markets, particularly in the UAE, which could adversely affect financial condition [133]. - Unpredictable legal and regulatory environments in the UAE and Middle East may impact the company's operations and ability to enforce contracts [138]. - The company is subject to risks from potential changes in UAE's visa legislation, which could adversely impact business operations and financial condition [142]. - The company is exposed to risks associated with international sanctions that could impact business activities and financial condition [144]. - The company has not been subject to sanctions as of the report date, but future violations could lead to penalties affecting business operations [145]. Miscellaneous - The Company is a foreign private issuer, exempt from certain U.S. securities regulations, which may result in less timely and extensive disclosures [181]. - The Company may lose its foreign private issuer status if more than 50% of its securities are held by U.S. residents or if a majority of its directors or executive officers are U.S. residents [185]. - The Company's constitution includes anti-takeover provisions that could delay or prevent a change of control [180]. - The board of directors may be limited in its ability to defend against unsolicited takeover attempts under the Irish Takeover Rules [177]. - Shareholder approval is not required for certain transactions under Irish law, potentially reducing governance protections for shareholders [184].

Core Insights - Fusion Fuel Green PLC has signed a non-binding letter of intent to acquire 100% of a privately held British fuel distribution company for a total consideration of £50 million [1][2] - The acquisition is expected to significantly expand Fusion Fuel's presence in the energy distribution sector, aligning with its strategic objectives [3][4] Financial Details - The total consideration for the acquisition includes £25 million in cash funded through debt financing, £2 million from a capital raise, £8 million in the company's shares, and two additional cash payments of £7.5 million each within nine and eighteen months from closing [2] - The Target reported over $50 million in revenue and $4 million in net income for 2023, with strong growth in 2024 generating over $54 million in revenue and $7 million in net income [3] Strategic Objectives - The proposed transaction reflects the company's progress in executing its growth strategy, which includes building a synergistic portfolio of profitable and cash-generating businesses across the energy value chain [4] - The acquisition would enable Fusion Fuel to broaden its geographic presence into a key new market while significantly increasing revenues and profitability [4] Company Overview - Fusion Fuel Green PLC is an emerging leader in the energy services sector, offering a comprehensive suite of energy supply, distribution, and engineering and advisory solutions through its Al Shola Gas and BrightHy brands [5]

Core Insights - Fusion Fuel Green PLC has successfully closed a $1.3 million private placement of senior convertible notes with institutional investors, enhancing its financial position [1][3] - The senior convertible notes were issued at a 23% original issue discount, with a total purchase price of $1.0 million, maturing in August 2026 and carrying an 8% annual interest rate [2] - The financing is expected to provide additional working capital, reinforcing investor confidence in the company's long-term strategy [3] Company Overview - Fusion Fuel Green PLC is a leader in the energy services sector, offering energy engineering and advisory solutions through its Al Shola Gas and BrightHy brands [5] - Al Shola Gas provides comprehensive industrial gas solutions, including LPG systems design, supply, and maintenance, serving various sectors [5] - BrightHy focuses on innovative engineering and advisory services aimed at decarbonization in hard-to-abate industries [5]

Company Overview - Fusion Fuel Green PLC is a leading provider of gas and hydrogen energy solutions, focusing on energy engineering and advisory services through its Al-Shola Gas and BrightHy brands [3]. Recent Developments - Luisa Ingargiola has been appointed to the Board of Directors as chairperson of the Audit Committee, effective February 24, 2025, replacing Rune Magnus Lundetrae, who remains a board member [1]. - Following this appointment, the Board will consist of six directors, with four identified as "independent directors" under Nasdaq Listing Rules [1]. Leadership Insights - Jeffrey Schwarz, Chairman of Fusion Fuel, emphasized Ms. Ingargiola's extensive experience in public company governance and financial oversight, highlighting her potential to drive long-term value creation for the company [2]. - Ms. Ingargiola currently serves as CFO of Avalon GloboCare Corp and has a background as CFO and co-founder of BBHC, Inc., showcasing her strong financial leadership [2].

Core Points - Fusion Fuel Green PLC has been found in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders' equity of $2,500,000, and has been granted an exception for continued listing on the Nasdaq Stock Market [1] - The company must demonstrate compliance with Nasdaq Listing Rule 5620(a) by holding an annual shareholder meeting by June 29, 2025, and must meet the Minimum Bid Price Requirement of $1.00 per share by July 28, 2025 [2] Company Overview - Fusion Fuel Green PLC is an emerging leader in the energy services sector, providing a comprehensive suite of energy engineering and advisory solutions through its Al Shola Gas and BrightHy brands [3] - Al Shola Gas offers full-service industrial gas solutions, including design, supply, and maintenance of liquefied petroleum gas (LPG) systems, as well as transport and distribution to various sectors [3] - BrightHy focuses on delivering innovative engineering and advisory services aimed at enabling decarbonization in hard-to-abate industries [3]

Core Viewpoint - Fusion Fuel Green PLC has received approval from Nasdaq to transfer its Class A Ordinary Shares and publicly-traded warrants to The Nasdaq Capital Market, effective February 3, 2025, providing the company with additional time to regain compliance with listing requirements [1][4]. Group 1: Nasdaq Transfer and Compliance - The transfer to The Nasdaq Capital Market grants the company an additional 180 calendar days, until July 28, 2025, to meet the minimum bid price requirement of $1.00 per share [2]. - The company plans to take necessary actions, including a potential reverse share split, to regain compliance with the minimum bid price requirement [2][3]. - If the closing bid price reaches at least $1.00 for ten consecutive business days during this period, the company will receive written confirmation of compliance [2]. Group 2: Annual Meeting Requirement - The company was notified that it no longer complies with Nasdaq Listing Rule 5620(a) due to not holding an annual meeting of shareholders within twelve months of the fiscal year-end on December 31, 2023 [3]. - There is uncertainty regarding the company's ability to regain compliance with both the minimum bid price and annual meeting requirements [3]. Group 3: Company Operations and Strategy - The company does not expect a material impact on its equity trading due to the transfer, as both markets operate similarly [4]. - The CEO expressed confidence in the transfer and the additional time to regain compliance, emphasizing a renewed focus on strategic initiatives and delivering value to shareholders [4]. - Fusion Fuel Green PLC is positioned as a leader in the energy services sector, offering energy engineering and advisory solutions through its subsidiaries, Al Shola Gas and BrightHy [5].

Core Viewpoint - Fusion Fuel Green PLC announced the resignation of Gavin Jones as Chief Financial Officer and the appointment of Frederico Figueira de Chaves as Interim Chief Financial Officer, effective January 24, 2025 [1][2][3] Management Changes - Gavin Jones resigned to pursue a new opportunity but will continue as Company Secretary to ensure a smooth transition [1][3] - Frederico Figueira de Chaves, who previously served as CFO from 2020 to 2023, will take on the interim CFO role while maintaining his current responsibilities as Chief Strategy Officer and Head of Hydrogen Solutions [2][3] Company Strategy and Focus - The appointment of Frederico Figueira de Chaves comes at a critical time as the company advances its strategic priorities, particularly in expanding its hydrogen solutions and gas services businesses [3] - Fusion Fuel aims to reinforce its position as a leader in integrated energy solutions, leveraging Figueira de Chaves' expertise in the hydrogen ecosystem and financial stewardship [3] Company Overview - Fusion Fuel Green PLC is an emerging leader in the energy services sector, providing energy engineering and advisory solutions through its subsidiaries, Al Shola Gas and BrightHy [4] - Al Shola Gas offers full-service industrial gas solutions, while BrightHy focuses on innovative engineering and advisory services for decarbonization in hard-to-abate industries [4]

Core Viewpoint - Fusion Fuel Green PLC has announced the resignation of Gavin Jones as Chief Financial Officer and the appointment of Frederico Figueira de Chaves as Interim Chief Financial Officer, effective January 24, 2025, marking a significant leadership transition within the company [1][2][3] Group 1: Leadership Changes - Gavin Jones has resigned to pursue a new opportunity but will continue to serve as Company Secretary, ensuring a smooth transition [1] - Frederico Figueira de Chaves, who previously served as CFO from 2020 to 2023, will take on the interim CFO role while maintaining his current responsibilities as Chief Strategy Officer and Head of Hydrogen Solutions [2] - The Board of Directors expressed gratitude for Jones's contributions, highlighting his role in establishing a strong foundation for the company's growth [3] Group 2: Strategic Importance - The appointment of Figueira de Chaves comes at a crucial time as Fusion Fuel focuses on expanding its hydrogen solutions and gas services businesses [3] - Figueira de Chaves's extensive experience in financial stewardship and strategic planning is expected to guide the company through its next growth phase [3] Group 3: Company Overview - Fusion Fuel Green PLC is a leader in the energy services sector, providing energy engineering and advisory solutions through its subsidiaries, Al Shola Gas and BrightHy [4] - Al Shola Gas offers full-service industrial gas solutions, while BrightHy focuses on innovative engineering and advisory services for decarbonization in hard-to-abate industries [4]