HTOOW Fusion Fuel Green PLC

As filed with the Securities and Exchange Commission on March 28, 2025

Registration No. 333-                 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM F-3 

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

FUSION FUEL GREEN PLC

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

Ireland		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

 

The Victorians

15-18 Earlsfort Terrace

Saint Kevin’s

Dublin 2, D02 YX28, Ireland

+353 1 920 1000

(Address and telephone number of registrant’s principal executive offices)

 

CT Corporation System 28 Liberty Street New York, NY 10005 (212) 894-8940 (Name, address, and telephone number of agent for service)

Copies to:

Louis A. Bevilacqua, Esq. Bevilacqua PLLC 1050 Connecticut Avenue, NW, Suite 500 Washington, DC 20036 202-869-0888

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company     ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

  

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 28, 2025

 

PROSPECTUS

 

Up to 27,439,440 Class A Ordinary Shares

 

Fusion Fuel Green PLC

 

This prospectus relates to the offer and resale from time to time of up to 27,439,440 Class A ordinary shares with a nominal value of $0.0001 each (“Class A Ordinary Shares”) of Fusion Fuel Green PLC, an Irish public limited company (“we,” “us,” “our,” or the “Company”), that may be issued by us to the selling shareholders identified in this prospectus under “Selling Shareholders”, comprised of:

 

●

up to 14,285,622 Class A Ordinary Shares (the “March 2025 Registrable Securities”), which includes (a) up to 9,989,026 Class A Ordinary Shares, equal to 150% of up to 6,659,350 Class A Ordinary Shares issuable upon conversion of Senior Convertible Notes, dated as of March 3, 2025, in the aggregate original principal amount of $1,300,000 (the “March 2025 Notes”), as of March 24, 2025, and (b) up to 4,296,596 Class A Ordinary Shares, equal to 150% of up to 2,864,397 Class A Ordinary Shares issuable upon exercise of warrants, dated as of March 3, 2025 (the “March 2025 Warrants”), each of which was issued to certain investors (the “February 2025 Investors”) pursuant to that certain Securities Purchase Agreement, dated as of February 28, 2025, between the Company and the February 2025 Investors (the “February 2025 Purchase Agreement”), and pursuant to that certain Registration Rights Agreement, dated as of March 3, 2025, between the Company and the February 2025 Investors (the “March 2025 Registration Rights Agreement”), which provides that the Company shall register for resale an amount equal to the sum of at least 150% of the maximum Class A Ordinary Shares issuable upon (a) conversion of the March 2025 Notes at the March 2025 Notes Alternate Conversion Price (as defined below), including interest through the date of maturity, and (b) exercise of the March 2025 Warrants;

 

●

up to 12,898,818 Class A Ordinary Shares (the “January 2025 Registrable Securities”), which includes (a) up to 9,460,758 Class A Ordinary Shares, equal to 150% of up to 6,307,172 Class A Ordinary Shares issuable upon conversion of the Senior Convertible Notes, dated as of January 10, 2025, in the aggregate original principal amount of $1,231,250 (the “January 2025 Notes”), as of March 24, 2025, and (b) up to 3,438,060 Class A Ordinary Shares, equal to 150% of up to 2,292,040 Class A Ordinary Shares issuable upon exercise of warrants, dated as of January 10, 2025 (the “January 2025 Warrants”), each of which was issued to certain investors (the “January 2025 Investors”) pursuant to that certain Securities Purchase Agreement, dated as of January 10, 2025, between the Company and the January 2025 Investors (the “January 2025 Purchase Agreement”), and pursuant to that certain Registration Rights Agreement, dated as of January 10, 2025, between the Company and the January 2025 Investors (the “January 2025 Registration Rights Agreement”), which provides that the Company shall register for resale an amount equal to the sum of at least 150% of the maximum Class A Ordinary Shares issuable upon (a) conversion of the January 2025 Notes at the January 2025 Notes Alternate Conversion Price (as defined below), including interest through the date of maturity, and (b) exercise of the January 2025 Warrants; and

 

●

up to 255,000 Class A Ordinary Shares issuable upon exercise of a warrant, dated November 1, 2024 (the “November 2024 Warrant”), issued to Bevilacqua PLLC (the “November 2024 Investor”), pursuant to that certain letter agreement, dated as of October 30, 2024, between the Company and the November 2024 Investor (the “October 2024 Letter Agreement”), which provides that the November 2024 Warrant is consideration for the forgoing of a retainer and deferral of the Company’s obligation to pay the November 2024 Investor’s fees for the services provided for under the October 2024 Letter Agreement until the occurrence of one of certain events as described in the October 2024 Letter Agreement, and which provides that the Company shall register for resale the Class A Ordinary Shares issuable upon exercise of the November 2024 Warrant.

 

The March 2025 Notes provide that at any time after the occurrence of an event of default, the March 2025 Notes will be convertible into an amount of Class A Ordinary Shares equal to 115% of the converted dollar amount at the “Alternate Conversion Price”, which will be equal to the lowest of (a) $0.4364, subject to certain adjustments (the “March 2025 Notes Conversion Price”); and (b) the greater of (x) a floor price initially equal to $0.0793, subject to certain adjustments (the “March 2025 Notes Floor Price”), and (y) 80% of the lowest volume-weighted average price (“VWAP”) of the Class A Ordinary Shares during the five consecutive trading days immediately prior to the date on which the Company receives written notice of such conversion from such holder (the “March 2025 Notes Alternate Conversion Price”). As of March 24, 2025, the March 2025 Notes Alternate Conversion Price would have been $0.21864 per share. Pursuant to the March 2025 Registration Rights Agreement, the Company is registering for resale a total of 9,989,026 Class A Ordinary Shares for resale upon conversion of the March 2025 Notes, equal to the product of 150% of the aggregate original principal amount of $1,300,000 outstanding under the March 2025 Notes as of March 24, 2025, divided by the March 2025 Notes Alternate Conversion Price.

 

 

The January 2025 Notes provide that at any time after the occurrence of an event of default, the January 2025 Notes will be convertible into an amount of Class A Ordinary Shares equal to 115% of the converted dollar amount at the “Alternate Conversion Price”, which will be equal to the lowest of (a) $0.559, subject to certain adjustments (the “January 2025 Notes Conversion Price”); and (b) the greater of (x) a floor price initially equal to $0.1118, subject to certain adjustments (the “January 2025 Notes Floor Price”), and (y) 80% of the lowest VWAP of the Class A Ordinary Shares during the five consecutive trading days immediately prior to the date on which the Company receives written notice of such conversion from such holder (the “January 2025 Notes Alternate Conversion Price”). As of March 24, 2025, the January 2025 Notes Alternate Conversion Price would have been $0.21864 per share. Pursuant to the January 2025 Registration Rights Agreement, the Company is registering for resale a total of 9,460,758 Class A Ordinary Shares for resale upon conversion of the January 2025 Notes, equal to the product of 150% of the aggregate original principal amount of $1,231,250 outstanding under the January 2025 Notes as of March 24, 2025, divided by the January 2025 Notes Alternate Conversion Price.

 

Each of the holders of the March 2025 Notes, the March 2025 Warrants, the January 2025 Notes, or the January 2025 Warrants will not have the right to convert any portion of any March 2025 Notes or any January 2025 Notes or exercise any portion of the March 2025 Warrants or the January 2025 Warrants to the extent that, after giving effect to such conversion or exercise, such holder (together with certain related parties) would beneficially own in excess of 4.99% (the “January/March 2025 Securities Maximum Percentage”) of Class A Ordinary Shares outstanding immediately after giving effect to such conversion or exercise. The January/March 2025 Securities Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of each holder, provided that any increase will only be effective upon 61 days’ prior written notice to the Company. The number of shares being offered for resale does not take into account any limitations on the conversion or exercise of these securities.

 

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Class A Ordinary Shares by the selling shareholders. We may receive up to $2,566,973.21 in aggregate gross proceeds from the cash exercise of the March 2025 Warrants, the January 2025 Warrants and the November 2024 Warrant.

 

The selling shareholders may sell or otherwise dispose of the Class A Ordinary Shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling shareholders may sell or otherwise dispose of Class A Ordinary Shares pursuant to this prospectus.

 

We will pay the expenses of registering the resale of the Class A Ordinary Shares offered by this prospectus, but all selling and other expenses incurred by the selling shareholders will be paid by the selling shareholders. The selling shareholders may sell the Class A Ordinary Shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution”. The prices at which the selling shareholders may sell shares will be determined by the prevailing market price for the Class A Ordinary Shares or in negotiated transactions.

 

The Class A Ordinary Shares and the Company’s public warrants are both listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HTOO” and “HTOOW”, respectively. The last reported sale price of the Class A Ordinary Shares and the Company’s public warrants on The Nasdaq Capital Market on March 27, 2025 was $0.2640 and $0.009, respectively.

 

Investing in our securities is highly speculative and involves a high degree of risk.  See “Risk Factors” beginning on page 4 of this prospectus, in any applicable prospectus supplement and as described in certain of the documents we may incorporate by reference herein, for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission nor any state or provincial securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

 

The date of this prospectus is            , 2025.

 

 

TABLE OF CONTENTS

 

	Page
About This Prospectus	ii
Prospectus Summary	1
Risk Factors	4
Cautionary Note Regarding Forward-Looking Statements	5
Use of Proceeds	6
Dividend Policy	7
Private Placements of Notes and Warrants	7
Description of Securities	12
Selling Shareholders	24
Plan of Distribution	28
Expenses Related to the Offering	30
Legal Matters	30
Experts	30
Indemnification	30
Enforcement of Civil Liabilities	31
Material Changes	31
Where You Can Find More Information; Documents Incorporated by Reference	32

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission (the “SEC”) to register the securities described in this prospectus for resale by the selling shareholders who may, from time to time, sell the securities described in this prospectus.

 

We may file one or more prospectus supplements, or, if appropriate, post-effective amendments, to accompany this prospectus to add, update or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement or post-effective amendment, if any, you should rely on the information in the accompanying prospectus supplement or post-effective amendment. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to the offering. You should read both this prospectus and the accompanying prospectus supplement or post-effective amendment, if any, and any free writing prospectus together with the additional information described under “Where You Can Find More Information; Documents Incorporated by Reference”. You should also carefully consider, among other things, the matters discussed in the section entitled “Risk Factors” herein, and the accompanying prospectus supplement or post-effective amendment, if any, and any related free writing prospectus, and under similar headings in any other documents that are incorporated by reference into this prospectus, and the accompanying prospectus supplement or post-effective amendment, if any, and any related free writing prospectus.

 

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information; Documents Incorporated by Reference”.

 

You should rely only on the information contained or incorporated by reference in this prospectus or in any prospectus supplement or post-effective amendment or free-writing prospectus we may authorize to be delivered or made available to you. Neither we nor the selling shareholders have authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus and any free writing prospectus we have prepared. We and the selling shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Offers to sell, and solicitations of offers to buy, the Class A Ordinary Shares are being made only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus.

 

 

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing in this prospectus and in the documents we file with the SEC that are incorporated by reference into this prospectus.

 

For investors outside of the United States: Neither we nor the selling shareholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

 

Certain amounts presented in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals may not represent the arithmetic summation or calculation of the figures that they are based upon.

 

Trademarks, Trade Names and Service Marks

 

We use various trademarks, trade names and service marks in our business. For convenience, we may not include the “℠”, “^®” or “^™” status symbols for these marks, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this prospectus are the property of their respective owners.

 

Industry and Market Data

 

We are responsible for the information contained in or incorporated by reference into this prospectus. This prospectus includes or incorporates by reference industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry or internal company surveys. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on historical market data, and there is no assurance that any of the forecasts or projected amounts will be achieved. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. The market and industry data used in or incorporated by reference into this prospectus involve risks and uncertainties that are subject to change based on various factors, including those discussed in or incorporated by reference into the section titled “Risk Factors”, any applicable prospectus supplement, and the documents incorporated by reference herein. These and other factors could cause results to differ materially from those expressed in, or implied by, the estimates made by independent parties and by us. Furthermore, we cannot assure you that a third party using different methods to assemble, analyze or compute industry and market data would obtain the same results.

 

 

RISK FACTORS

 

An investment in the Class A Ordinary Shares involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, any applicable prospectus supplement, the information set forth under “Risk Factors” of Exhibit 99.1 to the Company’s Report on Form 6-K/A furnished to the SEC on March 10, 2025, which are incorporated by reference herein except to the extent that the risk factors stated therein are amended, restated or updated hereby, and in other filings we make with the SEC, before purchasing the Class A Ordinary Shares. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains or may incorporate by reference, and any prospectus supplement or documents incorporated by reference herein or therein may contain or incorporate by reference, forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act that are based on our management’s beliefs and assumptions and on information available to us on the date of such statements. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

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our goals and growth strategies;

 

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our future prospects and market acceptance of products and services;

 

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our future business development, financial condition and results of operations;

 

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changes in our revenue, costs or expenditures;

 

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our expectations regarding the demand for, and market acceptance of, our products and services;

 

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general economic and business conditions in the markets in which we operate;

 

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growth and competition in the markets in which we operate;

 

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relevant government policies and regulations relating to our business and industry;

 

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our ability to obtain additional financing when and if needed; and

 

●

the assumptions underlying or related to any of the foregoing.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus, the other documents incorporated by reference herein and under a similar heading in any applicable prospectus supplement, and the risks detailed from time to time in our future SEC reports or registration statements. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

 

The forward-looking statements made in this prospectus and any applicable prospectus supplement and documents incorporated by reference herein relate only to events or information as of the date they are made. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of Class A Ordinary Shares by the selling shareholders. We may receive up to $2,566,973.21 in aggregate gross proceeds from the cash exercise of the March 2025 Warrants, the January 2025 Warrants and the November 2024 Warrant. See “Plan of Distribution” elsewhere in this prospectus for more information.

 

Under the Stock Purchase Agreement, dated as of November 18, 2024 (the “QIND Purchase Agreement”), among the Company, QIND, Ilustrato Pictures International Inc., a Nevada corporation, and certain other stockholders of QIND, the Company is required to use commercially reasonable efforts to raise at least $5,000,000 in one or more financing transactions (“Purchaser Financing”). 50% of the proceeds from the Purchaser Financing will be set aside and made available expressly for QIND 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 under the QIND Purchase Agreement to use for their working capital and corporate needs. To split the net proceeds of the Purchaser Financing as described above, the Company is required to make loans of one-half of the net proceeds (or such lesser amount as agreed to by the parties in writing) to QIND, which loans will be (i) forgiven upon the conversion of the Series A Preferred Shares or (ii) repaid if the transactions contemplated by the QIND Purchase Agreement are unwound in accordance with the terms of the QIND Purchase Agreement. The Company and QIND are required to cooperate to structure such allocation of proceeds and the use of such proceeds on a mutually agreeable basis. The Company is required to utilize its portion of the net proceeds of the Purchaser Financing to pay off any indebtedness for borrowed money, accounts payable and other liabilities. To the extent that any proceeds received from the cash exercise of the March 2025 Warrants, the January 2025 Warrants and the November 2024 Warrant are subject to the requirements of the Purchaser Financing, then they will be required to be used in accordance with the requirements described above.

 

Except as described above or in a prospectus supplement, we expect to use any proceeds that we receive under the March 2025 Warrants, the January 2025 Warrants and the November 2024 Warrant for working capital and general corporate purposes. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds.

 

The selling shareholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of our counsel and our accountants.

 

 

DIVIDEND POLICY

 

We have never declared or paid cash dividends on the Class A Ordinary Shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on the Class A Ordinary Shares in the near future. We may also enter into credit agreements or other agreements or arrangements in the future that will restrict our ability to declare or pay cash dividends on the Class A Ordinary Shares. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

   

PRIVATE PLACEMENTS OF NOTES AND WARRANTS

 

On February 28, 2025, the Company entered into the February 2025 Purchase Agreement with the February 2025 Investors, pursuant to which the February 2025 Investors and the Company agreed to execute and deliver to the February 2025 Investors the March 2025 Notes in the aggregate original principal amount of $1,300,000 and an aggregate purchase price of $1,000,000, and the March 2025 Warrants to initially purchase an aggregate of 2,864,397 Class A Ordinary Shares. On March 3, 2025, the closing under the February 2025 Purchase Agreement occurred. In satisfaction of the conditions to closing, on March 3, 2025, the Company entered into the March 2025 Registration Rights Agreement with the February 2025 Investors, and issued the March 2025 Notes and the March 2025 Warrants to the February 2025 Investors.

 

On January 10, 2025, the Company entered into the January 2025 Purchase Agreement with the January 2025 Investors, pursuant to which the January 2025 Investors and the Company agreed to execute and deliver to the January 2025 Investors the January 2025 Notes in the aggregate original principal amount of $1,231,250 and an aggregate purchase price of $1,025,000, and the January 2025 Warrants to initially purchase an aggregate of 2,292,040 Class A Ordinary Shares. On the same date, the closing under the January 2025 Purchase Agreement occurred. In satisfaction of the conditions to closing, on January 10, 2025, the Company entered into the January 2025 Registration Rights Agreement with the January 2025 Investors, and the Company issued the January 2025 Notes and the January 2025 Warrants to the January 2025 Investors.

 

February 2025 Purchase Agreement

 

The February 2025 Purchase Agreement contains the following provisions:

 

Until the earlier to occur of (a) the first date that the March 2025 Registrable Securities required to be filed on the initial registration statement of the Company filed under the Securities Act covering the March 2025 Registrable Securities pursuant to the March 2025 Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date), which is the registration statement of which this prospectus forms a part (the “Initial March 2025 Securities Registration Statement”), and (b) the first date on which all of the March 2025 Registrable Securities are eligible to be resold by the February 2025 Investors pursuant to Rule 144 under the Securities Act (“Rule 144”) (or if (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company fails to satisfy any condition set forth in Rule 144(i)(2), if applicable (a “Current Public Information Failure”), the date such Current Public Information Failure is cured) (the “March 2025 Securities Applicable Date”), and at any time thereafter while any registration statement filed pursuant to the March 2025 Registration Rights Agreement (“March 2025 Securities Registration Statement”) is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure exists, the Company may not file a registration statement or offering statement under the Securities Act relating to securities that are not the March 2025 Registrable Securities, other than certain amendments or supplements to outstanding effective registration statements, registration statements on Form S-8, a registration statement registering for resale Class A Ordinary Shares pursuant to an equity line of credit offered to the lead February 2025 Investor (“Permitted ELOC”), or a registration statement required pursuant to the January 2025 Registration Rights Agreement. Pursuant to a Limited Waiver or Amended and Restated Limited Waiver, dated as of March 26, 2025, between each holder of the March 2025 Notes, each holder of the January 2025 Notes, and the Company (the “January/March 2025 Note Waivers”), the filing of a registration statement on Form F-3 (or amendment or supplement thereto) pursuant to Rule 415(a)(6) under the Securities Act will not be subject to this restriction.

 

 

Until the 90^th trading day after the March 2025 Securities Applicable Date and at any time thereafter while any March 2025 Securities Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure exists (the “March 2025 Securities Restricted Period”), the Company may not directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security (a “March 2025 Securities Subsequent Placement”), subject to exceptions for a Permitted ELOC and certain customary exceptions. The February 2025 Purchase Agreement waived the application of a similar prohibition in the January 2025 Purchase Agreement with respect to the transactions contemplated by the February 2025 Purchase Agreement.

 

While any March 2025 Notes remain outstanding, the Company may not enter into a Variable Rate Transaction (as defined in the February 2025 Purchase Agreement) other than a Permitted ELOC or a Permitted ATM (as defined in the February 2025 Purchase Agreement). The February 2025 Purchase Agreement waived the application of a similar prohibition under the January 2025 Purchase Agreement with respect to the transactions contemplated by the February 2025 Purchase Agreement.

 

Until September 3, 2025, the February 2025 Investors will have a right of first refusal as to 20% of any March 2025 Securities Subsequent Placement under the February 2025 Purchase Agreement, based on the February 2025 Investors’ pro rata portion of the aggregate original principal amount of the March 2025 Notes. The February 2025 Purchase Agreement waived the application of a similar right under the January 2025 Purchase Agreement with respect to the transactions contemplated by the February 2025 Purchase Agreement.

 

While any March 2025 Notes remain outstanding, the Company also may not (i) redeem or declare a dividend on any securities without prior written consent of the February 2025 Investors; or (ii) effect more than one reverse share split that would be required to maintain the Company’s listing on Nasdaq without the prior written consent of the Required Holders.

 

While any of the March 2025 Notes or any of the March 2025 Warrants remain outstanding, the Company must reserve at least 150% of the sum of the maximum number of Class A Ordinary Shares (x) into which the March 2025 Notes may be converted, assuming that the March 2025 Notes are convertible at the March 2025 Notes Alternate Conversion Price assuming an Alternate Conversion Date (as defined in the March 2025 Notes) as of such applicable date of determination, and including interest through the date of maturity, and (y) issuable upon exercise of the March 2025 Warrants.

 

In addition, the February 2025 Purchase Agreement provides that on or before April 2, 2025, unless extended with the Required Holders’ written consent, the Company shall obtain the consent of the Lead Holder (as defined in that certain Securities Subscription Agreement, dated as of November 21, 2023, by and between the Company and the investors signatory thereto (the “November 2023 Securities Subscription Agreement”)) to the transactions contemplated by the February 2025 Purchase Agreement and the specified transaction documents.

 

The February 2025 Purchase Agreement provides that the Company will reimburse the lead February 2025 Investor a non-accountable amount of $35,000 for costs and expenses in connection with the transaction, including reasonable legal fees.

 

The February 2025 Purchase Agreement provides that the Company may not disclose any material non-public information regarding the Company to any of the February 2025 Investors without its prior written consent. In the event that the Company discloses any such material non-public information to any of the February 2025 Investors, the Company will be required to publicly disclose the information by the date that (x) if the recipient authorized the delivery of such information, either (I) if the Company and the recipient have mutually agreed upon a date of disclosure of such information, such agreed upon date or (II) otherwise, the seventh calendar day after the date the recipient first received such information or (y) if the recipient did not authorize the delivery of such information, the first business day after the recipient’s receipt of such information (the “Required Disclosure Date”). Upon failure to make such required public disclosure by such date, then the Company shall pay to such February 2025 Investor in cash the greater of (a) 1% of the principal amount of such February 2025 Investor’s March 2025 Note and (b) the applicable February 2025 Investors Disclosure Restitution Amount (as defined below), on the date of such disclosure failure and every 30-day anniversary of such disclosure failure (each, a “Disclosure Delay Payment Date”) until the disclosure failure is cured. The “February 2025 Investors Disclosure Restitution Amount” will be the product of (x) the difference of (I) the Disclosure Failure Market Price (as defined in the February 2025 Purchase Agreement) less (II) the lowest purchase price, per Class A Ordinary Share, of any Class A Ordinary Shares issued or issuable to such February 2025 Investor pursuant to the February 2025 Purchase Agreement or specified transaction documents, multiplied by (y) 10% of the aggregate daily dollar trading volume of the Class A Ordinary Shares on Nasdaq for each trading day either (1) with respect to the initial Disclosure Delay Payment Date, during the period commencing on the applicable Required Disclosure Date through and including the trading day immediately prior to the initial Disclosure Delay Payment Date or (2) with respect to each other Disclosure Delay Payment Date, during the period commencing the immediately preceding Disclosure Delay Payment Date through and including the trading day immediately prior to such applicable Disclosure Delay Payment Date.

 

The February 2025 Purchase Agreement also waived in part certain requirements under the January 2025 Registration Rights Agreement, such that the initial registration statement required to be filed under the January 2025 Registration Rights Agreement was required to be filed no later than March 30, 2025, and will be required to be declared effective by the SEC no later than 90 days after the date of the closing under the February 2025 Purchase Agreement.

 

The February 2025 Purchase Agreement also contains customary closing conditions, representations and warranties, covenants, indemnification provisions, and termination provisions.

 

 

March 2025 Registration Rights Agreement

 

Under the March 2025 Registration Rights Agreement, the Company agreed to register the resale of the March 2025 Registrable Securities. The Company was required to file the Initial March 2025 Securities Registration Statement with the SEC within 45 calendar days after the date of the closing under the February 2025 Purchase Agreement and to have the Initial March 2025 Securities Registration Statement declared effective by the SEC within 90 days after the date of such closing. If the number of Class A Ordinary Shares registered for resale on the Initial March 2025 Securities Registration Statement is deemed insufficient, the Company must file a new March 2025 Securities Registration Statement covering the deficient number within 15 days, taking into account any SEC staff position as to whether such March 2025 Securities Registration Statement will be permitted, and have such new Registration Statement declared effective within 90 days. The number of Class A Ordinary Shares registered for resale will be considered insufficient if at any time the number of Class A Ordinary Shares available for resale under the applicable March 2025 Securities Registration Statement is less than the product determined by multiplying (i) the March 2025 Registrable Securities as of such time by (ii) 0.90. Each March 2025 Securities Registration Statement must remain effective and available for the resale of all securities required to be registered for resale until all such securities are resold or such securities may be resold without restriction pursuant to Rule 144.

 

Upon a failure (a) to file a March 2025 Securities Registration Statement, (b) have a March 2025 Securities Registration Statement declared effective by the required date, (c) maintain the effectiveness of a March 2025 Securities Registration Statement, or (d) maintain the availability of the prospectus contained in a March 2025 Securities Registration Statement for use, then the Company will be required to pay each February 2025 Investor an amount in cash equal to 1% of the original principal amount under such February 2025 Investor’s March 2025 Note on the date of the failure, and every 30-day anniversary until the failure is cured.

 

The March 2025 Registration Rights Agreement also provides the February 2025 Investors certain piggyback registration rights if there is not an effective March 2025 Securities Registration Statement covering all of the securities that must be registered under the March 2025 Securities Registration Statement under the March 2025 Registration Rights Agreement.

 

The March 2025 Registration Rights Agreement also contains certain customary covenants and indemnification provisions.

 

March 2025 Notes and March 2025 Warrants

 

See “Description of Securities – March 2025 Notes” for a description of the March 2025 Notes and “Description of Securities – March 2025 Warrants” for a description of the March 2025 Warrants.

 

January 2025 Purchase Agreement

 

The January 2025 Purchase Agreement contains the following provisions:

 

Until the earlier to occur of (a) the first date that the January 2025 Registrable Securities required to be filed on the initial registration statement of the Company filed under the Securities Act covering the January 2025 Registrable Securities pursuant to the January 2025 Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date), which is the registration statement of which this prospectus forms a part (the “Initial January 2025 Securities Registration Statement”), and (b) the first date on which all of the January 2025 Registrable Securities are eligible to be resold by the January 2025 Investors pursuant to Rule 144 (or if a Current Public Information Failure occurs, the date such Current Public Information Failure is cured) (the “January 2025 Securities Applicable Date”), and at any time thereafter while any registration statement filed pursuant to the January 2025 Registration Rights Agreement (“January 2025 Securities Registration Statement”) is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure exists, the Company may not file a registration statement or offering statement under the Securities Act relating to securities that are not the January 2025 Registrable Securities, other than certain amendments or supplements to outstanding effective registration statements, registration statements on Form S-8, or a registration statement registering for resale Class A Ordinary Shares pursuant to a Permitted ELOC. Pursuant to the January/March 2025 Note Waivers, the filing of a registration statement on Form F-3 (or amendment or supplement thereto) pursuant to Rule 415(a)(6) under the Securities Act will not be subject to this restriction.

 

 

Until the 90^th trading day after the January 2025 Securities Applicable Date and at any time thereafter while any January 2025 Securities Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure exists (the “January 2025 Securities Restricted Period”), the Company may not directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security (a “January 2025 Securities Subsequent Placement”), subject to exceptions for a Permitted ELOC and certain customary exceptions. Pursuant to the February 2025 Purchase Agreement, the application of this prohibition was waived with respect to the transactions contemplated by the February 2025 Purchase Agreement.

 

While any January 2025 Notes remain outstanding, the Company may not enter into a Variable Rate Transaction (as defined in the January 2025 Purchase Agreement) other than a Permitted ELOC or a Permitted ATM (as defined in the January 2025 Purchase Agreement). Pursuant to the February 2025 Purchase Agreement, the application of this prohibition was waived with respect to the transactions contemplated by the February 2025 Purchase Agreement.

 

Until July 10, 2025, the January 2025 Investors will have a right of first refusal as to 20% of any January 2025 Securities Subsequent Placement under the January 2025 Purchase Agreement, based on the January 2025 Investors’ pro rata portion of the aggregate original principal amount of the January 2025 Notes. Pursuant to the February 2025 Purchase Agreement, the application of this right was waived with respect to the transactions contemplated by the February 2025 Purchase Agreement.

 

While any January 2025 Notes remain outstanding, the Company also may not (i) redeem or declare a dividend on any securities without prior written consent of the January 2025 Investors; or (ii) effect more than one reverse share split that would be required to maintain the Company’s listing on Nasdaq without the prior written consent of the Required Holders.

 

While any of the January 2025 Notes or any of the January 2025 Warrants remain outstanding, the Company must reserve at least 150% of the sum of the maximum number of Class A Ordinary Shares (x) into which the January 2025 Notes may be converted, assuming that the January 2025 Notes are convertible at the January 2025 Notes Alternate Conversion Price assuming an Alternate Conversion Date (as defined in the January 2025 Notes) as of such applicable date of determination, and including interest through the date of maturity, and (y) issuable upon exercise of the January 2025 Warrants.

 

In addition, the January 2025 Purchase Agreement provides that on or before February 9, 2025, unless extended with the Required Holders’ written consent, the Company shall obtain the consent of the Lead Holder (as defined in the November 2023 Securities Subscription Agreement) to the transactions contemplated by the January 2025 Purchase Agreement and the specified transaction documents.

 

The January 2025 Purchase Agreement provides that the Company will reimburse the lead January 2025 Investor a non-accountable amount of $75,000 for costs and expenses in connection with the transaction, including reasonable legal fees.

 

The January 2025 Purchase Agreement provides that the Company may not disclose any material non-public information regarding the Company to any of the January 2025 Investors without its prior written consent. In the event that the Company discloses any such material non-public information to any of the January 2025 Investors, the Company will be required to publicly disclose the information by the Required Disclosure Date. Upon failure to make such required public disclosure by such date, then the Company shall pay to such January 2025 Investor in cash the greater of (a) 1% of the principal amount of such January 2025 Investor’s January 2025 Note and (b) the applicable January 2025 Investors Disclosure Restitution Amount (as defined below), on each Disclosure Delay Payment Date until the disclosure failure is cured. The “January 2025 Investors Disclosure Restitution Amount” will be the product of (x) the difference of (I) the Disclosure Failure Market Price (as defined in the January 2025 Purchase Agreement) less (II) the lowest purchase price, per Class A Ordinary Share, of any Class A Ordinary Shares issued or issuable to such January 2025 Investor pursuant to the January 2025 Purchase Agreement or specified transaction documents, multiplied by (y) 10% of the aggregate daily dollar trading volume of the Class A Ordinary Shares on Nasdaq for each trading day either (1) with respect to the initial Disclosure Delay Payment Date, during the period commencing on the applicable Required Disclosure Date through and including the trading day immediately prior to the initial Disclosure Delay Payment Date or (2) with respect to each other Disclosure Delay Payment Date, during the period commencing the immediately preceding Disclosure Delay Payment Date through and including the trading day immediately prior to such applicable Disclosure Delay Payment Date.

 

The January 2025 Purchase Agreement also contains customary closing conditions, representations and warranties, covenants, indemnification provisions, and termination provisions.

 

 

January 2025 Registration Rights Agreement

 

Under the January 2025 Registration Rights Agreement, the Company agreed to register the resale of the January 2025 Registrable Securities. The Company was initially required to file the Initial January 2025 Securities Registration Statement with the SEC within 45 calendar days after the date of the closing under the January 2025 Purchase Agreement and to have the Initial January 2025 Securities Registration Statement declared effective by the SEC within 90 days after the date of such closing. Pursuant to the February 2025 Purchase Agreement, this requirement was waived in part such that the Initial January 2025 Securities Registration Statement was required to be filed no later than March 30, 2025, and declared effective by the SEC no later than 90 days after the date of the closing under the February 2025 Purchase Agreement. If the number of Class A Ordinary Shares registered for resale on the Initial January 2025 Securities Registration Statement is deemed insufficient, the Company must file a new January 2025 Securities Registration Statement covering the deficient number within 15 days, taking into account any SEC staff position as to whether such January 2025 Securities Registration Statement will be permitted, and have such new Registration Statement declared effective within 90 days. The number of Class A Ordinary Shares registered for resale will be considered insufficient if at any time the number of Class A Ordinary Shares available for resale under the applicable January 2025 Securities Registration Statement is less than the product determined by multiplying (i) the January 2025 Registrable Securities as of such time by (ii) 0.90. Each January 2025 Securities Registration Statement must remain effective and available for the resale of all securities required to be registered for resale until all such securities are resold or such securities may be resold without restriction pursuant to Rule 144.

 

Upon a failure (a) to file a January 2025 Securities Registration Statement, (b) have a January 2025 Securities Registration Statement declared effective by the required date, (c) maintain the effectiveness of a January 2025 Securities Registration Statement, or (d) maintain the availability of the prospectus contained in a January 2025 Securities Registration Statement for use, then the Company will be required to pay each January 2025 Investor an amount in cash equal to 1% of the original principal amount under such January 2025 Investor’s January 2025 Note on the date of the failure, and every 30-day anniversary until the failure is cured.

 

The January 2025 Registration Rights Agreement also provides the January 2025 Investors certain piggyback registration rights if there is not an effective January 2025 Securities Registration Statement covering all of the securities that must be registered under the January 2025 Securities Registration Statement under the January 2025 Registration Rights Agreement.

 

The January 2025 Registration Rights Agreement also contains certain customary covenants and indemnification provisions.

 

January 2025 Notes and January 2025 Warrants

 

See “Description of Securities – January 2025 Notes” for a description of the January 2025 Notes and “Description of Securities – January 2025 Warrants” for a description of the January 2025 Warrants.

 

 

DESCRIPTION OF SECURITIES

 

The description of the Company’s securities in Exhibit 4.4 to the Annual Report on Form 20-F filed by the Company with the SEC on April 30, 2024 is incorporated by reference herein, and supplemented or updated as follows:

 

March 2025 Notes

 

General. Two of the March 2025 Notes were issued in the aggregate original principal amount of $406,250 with an original issue discount of 20% for an aggregate purchase price of $325,000 and one of the March 2025 Notes was issued in the original principal amount of $893,750 with an original issue discount of approximately 24.48% for a purchase price of $675,000. On the date of the maturity of the March 2025 Notes, the Company will be required to pay to the holders an amount in cash representing 100% of all outstanding principal, accrued and unpaid interest and unpaid late charges. The March 2025 Notes will be convertible into Class A Ordinary Shares at any time at the option of the holders and, with respect to interest payments where certain conditions are met by the Company, will also be subject to certain redemption rights of the holders and the Company, as described further below. Other than as described below, the Company generally may not prepay any portion of outstanding principal, accrued and unpaid interest or accrued and unpaid late charges under the March 2025 Notes.

 

Ranking. All payments due under the March 2025 Notes will be senior to all other indebtedness of the Company, other than certain existing and other permitted debts.

 

Maturity Date. Unless converted or redeemed, the March 2025 Notes will mature on September 3, 2026, subject to such holder’s right to extend such date in certain circumstances. 

 

Interest Rate. The March 2025 Notes shall accrue interest at an annual rate equal to 8% per annum which is payable monthly in securities of the Company subject to the conditions described below, or, at the Company’s option, in cash. Upon an event of default under the March 2025 Notes, the interest rate will increase to 22% per annum until such default has been cured.

 

Late Charges. The Company will be required to pay late charges of 18% per annum on any amount of principal or other amounts that are not paid when due.

 

Conversion at Option of Holder. At any time after issuance, all amounts due under the March 2025 Notes will be convertible at any time, in whole or in part, at the holder’s option, into Class A Ordinary Shares at the March 2025 Notes Conversion Price, which will be $0.4364 per share, subject to proportional adjustment upon the occurrence of any share split, share dividend, share combination or similar transaction. Upon a holder’s conversion of a March 2025 Note, the amount of Class A Ordinary Shares into which such March 2025 Note will be convertible will be equal to the principal amount to be converted under such March 2025 Note plus any accrued and unpaid interest, and accrued and unpaid late charges on such principal and interest, if any.

 

Alternate Optional Conversion. From and after the occurrence of an event of default, a holder may alternatively elect to convert (a “March 2025 Notes Alternate Optional Conversion”) such holder’s March 2025 Notes into an amount of Class A Ordinary Shares equal to 115% of the converted dollar amount at the March 2025 Notes Alternate Conversion Price, which will be equal to the lowest of (a) the March 2025 Notes Conversion Price then in effect; and (b) the greater of (x) the March 2025 Notes Floor Price, which is initially equal to $0.0793, as adjusted to equal 20% of the lower of the closing price or the average closing price for the five consecutive trading days immediately prior to every six-month anniversary of the issuance date of the March 2025 Notes, and any share split, share dividend, share combination or similar transaction, and (y) 80% of the lowest VWAP of the Class A Ordinary Shares during the five consecutive trading days immediately prior to the date on which the Company receives written notice of such conversion from such holder.

 

 

Conversion of Interest at Option of Company. For each required payment of interest, the Company may pay such interest by converting the interest amount and issuing a number of Class A Ordinary Shares (a “March 2025 Notes Interest Conversion”) equal to the interest amount multiplied by a price equal to the lower of (i) the applicable March 2025 Notes Conversion Price as in effect, and (ii) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) 90% of the lowest VWAP of the Class A Ordinary Shares during the seven consecutive trading days ending and including the trading day immediately preceding the applicable interest date (the “March 2025 Notes Interest Conversion Price”), so long as there has been no Equity Conditions Failure (as defined in the March 2025 Notes).

 

Limitations on Conversion. The March 2025 Note holders shall not have the right to convert any portion of any March 2025 Note to the extent that, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of the January/March 2025 Securities Maximum Percentage of Class A Ordinary Shares outstanding immediately after giving effect to such conversion. The January/March 2025 Securities Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of each holder, provided that any increase will only be effective upon 61 days’ prior written notice to the Company.

 

Distribution Participation Rights. If the Company issues options, convertible securities, warrants, shares, or similar securities or distributes assets pro rata to holders of the Class A Ordinary Shares, each of the March 2025 Note holders will have the right to acquire the same as if such holder had converted such holder’s March 2025 Notes in full, except that to the extent that such acquisition would result in such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to such holder will be held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to be exceeded.

 

Floor Price Adjustment Payment. If the March 2025 Notes Floor Price is applicable to determine a March 2025 Notes Alternate Optional Conversion or a March 2025 Notes Interest Conversion, the Company will be required to pay the respective holder an amount in cash equal to the product of (x) the higher of (i) the highest price of the Class A Ordinary Shares on the trading day before the conversion and (ii) the applicable March 2025 Notes Alternate Conversion Price or March 2025 Notes Interest Conversion Price and (y) the difference obtained by subtracting (I) the number of Class A Ordinary Shares to be issued with respect to such March 2025 Notes Alternate Optional Conversion or March 2025 Notes Interest Conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount or amount of interest by (y) the applicable March 2025 Notes Alternate Conversion Price or March 2025 Notes Interest Conversion Price without giving effect to the portion of the March 2025 Notes Alternate Conversion Price or the March 2025 Notes Interest Conversion Price, as applicable, relating to the March 2025 Notes Floor Price.

 

Antidilution Rights. The March 2025 Notes will have full-ratchet antidilution rights, i.e., the March 2025 Notes Conversion Price will be reduced to equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided for in the March 2025 Notes. Under the January/March 2025 Note Waivers, these antidilution rights will not apply to Class A Ordinary Shares sold under an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act) between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), under which the Company may offer and sell through Wainwright, as sales agent, the Class A Ordinary Shares (a “Waived ATM”). The conversion price formulas and number of shares issuable upon conversion of the March 2025 Notes will also be proportionately adjusted for any share split or reverse share split or similar event.

 

Share Split Adjustments. Upon any share split or reverse share split or similar event, the March 2025 Notes Conversion Price will be reduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the five trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the trading day immediately preceding the 16th trading day after such event, divided by five.

 

 

Applicable Date Adjustments. On the 90th calendar day after the March 2025 Securities Applicable Date, the March 2025 Notes Conversion Price will be reduced to equal the lower of (i) the applicable March 2025 Notes Conversion Price as in effect on the applicable adjustment date, and (ii) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

 

Company Optional Redemption. At any time, the Company may redeem in cash all, but not less than all, of the March 2025 Notes at a 15% redemption premium to the greater of (a) the amount then outstanding under the March 2025 Notes, and (b) the product of (1) the quotient of (A) the amount outstanding divided by (b) the March 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding the redemption date and ending on the trading day immediately prior to the date the Company makes the entire redemption payment.

 

Change of Control Redemption. Upon a Change of Control (as defined in the March 2025 Notes), the holder of any March 2025 Note may require the Company to redeem in cash all, or any portion, of such March 2025 Note at a 15% redemption premium to the greater of (a) the amount being redeemed, (b) the product of (x) the amount being redeemed multiplied by (y) the quotient determined by dividing (I) the greatest closing sale price of the Class A Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date of such holder’s Change of Control redemption notice by (II) the March 2025 Notes Conversion Price then in effect, and (c) the product of (x) the amount being redeemed multiplied by (y) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Class A Ordinary Share to be paid to the holders of the Class A Ordinary Shares upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the closing sale price of such securities as of the trading day immediately prior to the consummation of such Change of Control, the closing sale price of such securities on the trading day immediately following the public announcement of such proposed Change of Control and the closing sale price of such securities on the trading day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the March 2025 Notes Conversion Price then in effect.

 

Subsequent Placement Optional Redemption and Exchange Rights. Upon the occurrence of a March 2025 Securities Subsequent Placement, subject to certain customary exceptions, the holder of any March 2025 Note may require the Company to redeem such March 2025 Note, in whole or in part, using the Holder Pro Rata Amount (as defined in the March 2025 Notes) of 25% (or, if such March 2025 Securities Subsequent Placement includes sales during the March 2025 Securities Restricted Period of securities pursuant to any at-the-market offering, 30%, except as provided under the January/March 2025 Note Waivers, as described below) of the gross proceeds of such March 2025 Securities Subsequent Placement (the “March 2025 Securities Subsequent Placement Optional Redemption Right”). Upon exercise of the March 2025 Securities Subsequent Placement Optional Redemption Right, the Company must pay in cash at a price equal to 115% of the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the March 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the date the Company makes the entire required payment.

 

In addition, at the option of the holders of the March 2025 Notes, the Company must permit each of such holders to participate in the March 2025 Securities Subsequent Placement by exchanging all or any part of such holder’s March 2025 Notes against the purchase price of the securities offered in the March 2025 Securities Subsequent Placement up to the March 2025 Securities Subsequent Placement redemption amount that would otherwise be paid to such holder (the “March 2025 Securities Subsequent Placement Exchange Right”). The aggregate amount of the securities to be issued to such holder in such exchange will be equal to 120% of the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the March 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the consummation of such March 2025 Securities Subsequent Placement.

 

 

The January/March 2025 Note Waivers provide that the March 2025 Securities Subsequent Placement Optional Redemption Right and the March 2025 Securities Subsequent Placement Exchange Right will be waived with respect to a Waived ATM, and instead provide that 25% of the gross proceeds from any sale of securities pursuant to a Waived ATM must be used to redeem each of the March 2025 Notes at a premium of 120%.

 

Asset Sale Redemption. Upon the occurrence of certain asset sales, the holder of any March 2025 Note may require the Company to redeem such March 2025 Note, in whole or in part, using the Holder Pro Rata Amount of 25% of the net proceeds from such asset sale. Upon such redemption, the Company must pay in cash at a price equal to 115% of the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (B) the March 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the date the Company makes the entire required payment.

 

Event of Default Redemption. Upon any event of default, each holder may require the Company to redeem in cash all or any portion of the amounts due under such holder’s March 2025 Notes at a price equal to the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 115% and (ii) the product of (X) the quotient of (a) the amount to be redeemed divided by (b) the March 2025 Notes Alternate Conversion Price then in effect multiplied by (Y) the product of (1) 115% multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

 

Bankruptcy Event of Default Redemption. Upon any event of default relating to the bankruptcy or similar event of the Company, the Company will be required to immediately pay each holder in cash all amounts due under such holder’s March 2025 Notes at a 15% premium.

 

Redemption Payment Failure. In the event of a redemption by any holder of the March 2025 Notes and the Company does not pay the applicable redemption price to such holder within the time period required, at any time thereafter and until the Company pays such unpaid redemption price in full, such holder will have the option, in lieu of redemption, to require the Company to promptly return to such holder all or any portion of such March 2025 Notes representing the amount that was submitted for redemption and for which the applicable redemption price (together with any late charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable redemption notice shall be null and void with respect to such redemption amount, (y) the Company shall immediately return such March 2025 Notes, or issue new notes to such holder, and in each case the principal amount of such March 2025 Notes or such new notes shall be increased by an amount equal to the difference between (1) the applicable redemption price (as adjusted, if applicable) minus (2) the principal portion of the amount submitted for redemption and (z) the March 2025 Notes Conversion Price shall be automatically adjusted with respect to each conversion effected thereafter by such holder to the lowest of (A) the March 2025 Notes Conversion Price as in effect on the date on which the applicable redemption notice is voided, (B) the greater of (i) the March 2025 Notes Floor Price then in effect and (ii) 75% of the lowest closing bid price of the Class A Ordinary Shares during the period beginning on and including the date on which the applicable redemption notice is delivered to the Company and ending on and including the date on which the applicable redemption notice is voided and (C) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) 75% of the quotient of (I) the sum of the five lowest VWAPs of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the applicable conversion date, divided by (II) five.

 

Certain Covenants; Reservation of Shares. While any March 2025 Notes are outstanding, the Company may not incur or guarantee any debts or liens, pay cash dividends or effect redemptions on its shares, make certain asset sales, or change the nature of its business, and must comply with certain other customary covenants. In addition, the Company must reserve at least 150% of the number of Class A Ordinary Shares into which the March 2025 Notes may be converted, assuming conversion by way of a March 2025 Notes Alternate Optional Conversion.

 

 

Fundamental Transactions. The Company may not enter into a Fundamental Transaction (as defined in the March 2025 Notes) unless the successor entity assumes all obligations of the Company under the March 2025 Notes and specified transaction documents. Prior to the occurrence of a Fundamental Transaction, the March 2025 Note holders will have the right to (i) in addition to the Class A Ordinary Shares receivable upon any conversion, such securities or other assets to which such holders would have been entitled with respect to such Class A Ordinary Shares had such Class A Ordinary Shares been held by such holders upon the consummation of such Fundamental Transaction (without taking into account any limitations or restrictions on the convertibility of the March 2025 Notes), if any, or (ii) in lieu of the Class A Ordinary Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Class A Ordinary Shares in connection with the consummation of such Fundamental Transaction, if any, in such amounts as such holders would have been entitled to receive had the March 2025 Notes initially been issued with conversion rights for the form of such consideration (as opposed to Class A Ordinary Shares) at a conversion rate for such consideration commensurate with the number of Class A Ordinary Shares issuable upon conversion of the conversion amount by the March 2025 Notes Conversion Price.

 

Penalty for Late Delivery of Shares Upon Conversion; Buy-In Payments. The March 2025 Notes provide that if the Company fails to deliver Class A Ordinary Shares upon conversion of any March 2025 Notes when and as required, the Company must pay the holders of such March 2025 Notes an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to such holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders in writing as in effect at any time during the period beginning on the applicable conversion date and ending on the date that the shares are delivered. In addition, the March 2025 Notes provide that if any holder conducts a Buy-In (as defined in the March 2025 Notes) upon failure to deliver any Class A Ordinary Shares issuable upon conversion when and as required, the Company will be required to pay such holder the Buy-In Payment Amount (as defined in the March 2025 Notes).

 

March 2025 Warrants

 

Exercise Price. The March 2025 Warrants will initially be exercisable for cash at an exercise price equal to $0.4364 per Class A Ordinary Share (the “March 2025 Warrants Exercise Price”), subject to adjustment as set forth therein.

 

Antidilution Rights. The March 2025 Warrants will have full-ratchet antidilution rights, i.e., the March 2025 Warrants Exercise Price will be reduced to equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided for in the March 2025 Warrants. Under the January/March 2025 Note Waivers, these antidilution rights will not apply to Class A Ordinary Shares sold under a Waived ATM. The exercise price formulas and number of shares issuable upon exercise of the March 2025 Warrants will also be proportionately adjusted for any share split or reverse share split or similar event.

 

Share Split Adjustments. Upon any share split or reverse share split or similar event, the March 2025 Warrants Exercise Price will be reduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the five trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the trading day immediately preceding the 16th trading day after such event, divided by five.

 

Applicable Date Adjustments. On the 90th calendar day after each March 2025 Securities Applicable Date, the March 2025 Warrants Exercise Price will be reduced to equal the lower of (i) the applicable March 2025 Warrants Exercise Price as in effect on the applicable adjustment date, and (ii) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

 

 

Number of Warrant Shares Adjustment. In the event of any adjustment to the March 2025 Warrants Exercise Price, the number of Class A Ordinary Shares issuable upon the exercise of the March 2025 Warrants will also be adjusted so that the aggregate March 2025 Warrants Exercise Price shall be the same immediately before and immediately after any such adjustment.

 

Exercise Period. The March 2025 Warrants shall be exercisable beginning on the issuance date of the March 2025 Warrants and expiring on the third anniversary of the issuance date.

 

Cashless Exercise. If at the time of exercise of any March 2025 Warrant, there is no effective registration statement registering the Class A Ordinary Shares underlying the March 2025 Warrants, such March 2025 Warrant may be exercised on a cashless basis pursuant to its terms.

 

Limitations on Exercise. The March 2025 Warrant holders shall not have the right to exercise any portion of any March 2025 Warrant to the extent that, after giving effect to such exercise, such holder (together with certain related parties) would beneficially own in excess of the January/March 2025 Securities Maximum Percentage after giving effect to such exercise. The January/March 2025 Securities Maximum Percentage may be raised or lowered to any percentage not in excess of 9.99%, at the option of such holder, provided that any increase will only be effective upon 61 days’ prior written notice to the Company.

 

Distribution Participation Rights. If the Company issues options, convertible securities, warrants, shares, or similar securities or distributes assets pro rata to holders of the Class A Ordinary Shares, each of the March 2025 Warrant holders will have the right to acquire the same as if such holder had exercised such holder’s March 2025 Warrants in full, except that to the extent that such acquisition would result in such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to such holder will be held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to be exceeded.

 

Reservation of Shares. While any March 2025 Warrants are outstanding, the Company must reserve at least 150% of the maximum number of Class A Ordinary Shares as shall be necessary to satisfy the Company’s obligation to issue Class A Ordinary Shares under the March 2025 Warrants.

 

Fundamental Transactions. The Company may not enter into a Fundamental Transaction (as defined in the March 2025 Warrants) unless the successor entity assumes all obligations of the Company under the March 2025 Warrants and specified transaction documents. Upon a Fundamental Transaction, the March 2025 Warrant holders will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property which such holders would have been entitled to receive upon the happening of the Fundamental Transaction had such holders’ March 2025 Warrants been exercised immediately prior to the Fundamental Transaction, if any.

 

Change of Control Redemption Rights. Upon the occurrence or public disclosure of a Change of Control (as defined in the March 2025 Warrants), each of the March 2025 Warrant holders will have the right to require the Company to repurchase the unexercised portion of such holder’s March 2025 Warrants for an amount of cash based on an option pricing model reasonably acceptable to such holder and the Company.

 

Penalty for Late Delivery of Shares Upon Exercise; Buy-In Payments. The March 2025 Warrants provide that if the Company fails to deliver Class A Ordinary Shares upon exercise of any March 2025 Warrants when and as required, the Company must pay the holders of such March 2025 Warrants an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to such holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders in writing as in effect at any time during the period beginning on the applicable exercise date and ending on the date that the shares are delivered. In addition, the March 2025 Warrants provide that if any holder conducts a Buy-In (as defined in the March 2025 Warrants) upon failure to deliver any Class A Ordinary Shares issuable upon exercise when and as required, the Company will be required to pay such holder the Buy-In Payment Amount (as defined in the March 2025 Warrants).

 

 

 

January 2025 Notes

 

General. Three of the January 2025 Notes were issued in the aggregate original principal amount of $796,875 with an original issue discount of 20% for an aggregate purchase price of $637,500, and one of the January 2025 Notes was issued in the original principal amount of $434,375 with an original issue discount of approximately 10.79% for a purchase price of $387,500. On the date of the maturity of the January 2025 Notes, the Company will be required to pay to the holders an amount in cash representing 100% of all outstanding principal, accrued and unpaid interest and unpaid late charges. The January 2025 Notes will be convertible into Class A Ordinary Shares at any time at the option of the holders and, with respect to interest payments where certain conditions are met, by the Company, and will also be subject to certain redemption rights of the holders and the Company, as described further below. Other than as described below, the Company generally may not prepay any portion of outstanding principal, accrued and unpaid interest or accrued and unpaid late charges under the January 2025 Notes.

 

Ranking. All payments due under the January 2025 Notes will be senior to all other indebtedness of the Company, other than certain existing and other permitted debts.

 

Maturity Date. Unless converted or redeemed, the January 2025 Notes will mature on July 10, 2026, subject to the holder’s right to extend such date in certain circumstances. 

 

Interest Rate. The January 2025 Notes shall accrue interest at an annual rate equal to 8% per annum which is payable monthly in securities of the Company subject to the conditions described below, or, at the Company’s option, in cash. Upon an event of default under the January 2025 Notes, the interest rate will increase to 22% per annum until such default has been cured.

 

Late Charges. The Company will be required to pay late charges of 18% per annum on any amount of principal or other amounts that are not paid when due.

 

Conversion at Option of Holder. At any time after issuance, all amounts due under the January 2025 Notes will be convertible at any time, in whole or in part, at the holder’s option, into Class A Ordinary Shares at the January 2025 Notes Conversion Price, which will be $0.559 per share, subject to proportional adjustment upon the occurrence of any share split, share dividend, share combination or similar transaction. Upon a holder’s conversion of a January 2025 Note, the amount of Class A Ordinary Shares into which such January 2025 Note will be convertible will be equal to the principal amount to be converted under such January 2025 Note plus any accrued and unpaid interest, and accrued and unpaid late charges on such principal and interest, if any.

 

Alternate Optional Conversion. From and after the occurrence of an event of default, a holder may alternatively elect to convert (a “January 2025 Notes Alternate Optional Conversion”) such holder’s January 2025 Notes into an amount of Class A Ordinary Shares equal to 115% of the converted dollar amount at the January 2025 Notes Alternate Conversion Price, which will be equal to the lowest of (a) the January 2025 Notes Conversion Price then in effect; and (b) the greater of (x) the January 2025 Notes Floor Price, which is initially equal to $0.1118, as adjusted to equal 20% of the lower of the closing price or the average closing price for the five consecutive trading days immediately prior to every six-month anniversary of the issuance date of the January 2025 Notes, and any share split, share dividend, share combination or similar transaction, and (y) 80% of the lowest VWAP of the Class A Ordinary Shares during the five consecutive trading days immediately prior to the date on which the Company receives written notice of such conversion from such holder.

 

Conversion of Interest at Option of Company. For each required payment of interest, the Company may pay such interest by converting the interest amount and issuing a number of Class A Ordinary Shares (a “January 2025 Notes Interest Conversion”) equal to the interest amount multiplied by a price equal to the lower of (i) the applicable January 2025 Notes Conversion Price as in effect, and (ii) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) 90% of the lowest VWAP of the Class A Ordinary Shares during the seven consecutive trading days ending and including the trading day immediately preceding the applicable interest date (the “January 2025 Notes Interest Conversion Price”), so long as there has been no Equity Conditions Failure (as defined in the January 2025 Notes).

 

Limitations on Conversion. The January 2025 Note holders shall not have the right to convert any portion of any January 2025 Note to the extent that, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of the January/March 2025 Securities Maximum Percentage of Class A Ordinary Shares outstanding immediately after giving effect to such conversion. The January/March 2025 Securities Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of each holder, provided that any increase will only be effective upon 61 days’ prior written notice to the Company.

 

 

Distribution Participation Rights. If the Company issues options, convertible securities, warrants, shares, or similar securities or distributes assets pro rata to holders of the Class A Ordinary Shares, each of the January 2025 Note holders will have the right to acquire the same as if such holder had converted such holder’s January 2025 Notes in full, except that to the extent that such acquisition would result in such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to such holder will be held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to be exceeded.

 

Floor Price Adjustment Payment. If the January 2025 Notes Floor Price is applicable to a January 2025 Notes Alternate Optional Conversion or a January 2025 Notes Interest Conversion, the Company will be required to pay the respective holder an amount in cash equal to the product of (x) the higher of (i) the highest price of the Class A Ordinary Shares on the trading day before the conversion and (ii) the applicable January 2025 Notes Alternate Conversion Price or January 2025 Notes Interest Conversion Price and (y) the difference obtained by subtracting (I) the number of Class A Ordinary Shares to be issued with respect to such January 2025 Notes Alternate Optional Conversion or January 2025 Notes Interest Conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount or amount of interest by (y) the applicable January 2025 Notes Alternate Conversion Price or January 2025 Notes Interest Conversion Price without giving effect to the portion of the January 2025 Notes Alternate Conversion Price or the January 2025 Notes Interest Conversion Price, as applicable, relating to the January 2025 Notes Floor Price.

 

Antidilution Rights. The January 2025 Notes will have full-ratchet antidilution rights, i.e., the January 2025 Notes Conversion Price will be reduced to equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided for in the January 2025 Notes. Under the January/March 2025 Note Waivers, these antidilution rights will not apply to Class A Ordinary Shares sold under a Waived ATM, or that are issued upon conversion of the March 2025 Notes or exercise of the March 2025 Warrants. The conversion price formulas and number of shares issuable upon conversion of the January 2025 Notes will also be proportionately adjusted for any share split or reverse share split or similar event.

 

Share Split Adjustments. Upon any share split or reverse share split or similar event, the January 2025 Notes Conversion Price will be reduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the five trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the trading day immediately preceding the 16th trading day after such event, divided by five.

 

Applicable Date Adjustments. On the 90th calendar day after the January 2025 Securities Applicable Date, the January 2025 Notes Conversion Price will be reduced to equal the lower of (i) the applicable January 2025 Notes Conversion Price as in effect on the applicable adjustment date, and (ii) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

 

Company Optional Redemption. At any time, the Company may redeem in cash all, but not less than all, of the January 2025 Notes at a 15% redemption premium to the greater of (a) the amount then outstanding under the January 2025 Notes, and (b) the product of (1) the quotient of (A) the amount outstanding divided by (b) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding the redemption date and ending on the trading day immediately prior to the date the Company makes the entire redemption payment.

 

Change of Control Redemption. Upon a Change of Control (as defined in the January 2025 Notes), the holder of any January 2025 Note may require the Company to redeem in cash all, or any portion, of such January 2025 Note at a 15% redemption premium to the greater of (a) the amount being redeemed, (b) the product of (x) the amount being redeemed multiplied by (y) the quotient determined by dividing (I) the greatest closing sale price of the Class A Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date of such holder’s Change of Control redemption notice by (II) the January 2025 Notes Conversion Price then in effect, and (c) the product of (x) the amount being redeemed multiplied by (y) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Class A Ordinary Share to be paid to the holders of the Class A Ordinary Shares upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the closing sale price of such securities as of the trading day immediately prior to the consummation of such Change of Control, the closing sale price of such securities on the trading day immediately following the public announcement of such proposed Change of Control and the closing sale price of such securities on the trading day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the January 2025 Notes Conversion Price then in effect.

 

 

Subsequent Placement Optional Redemption and Exchange Rights. Upon the occurrence of a January 2025 Securities Subsequent Placement, subject to certain customary exceptions, the holder of any January 2025 Note may require the Company to redeem such January 2025 Note, in whole or in part, using the Holder Pro Rata Amount (as defined in the January 2025 Notes) of 25% (or, if such January 2025 Securities Subsequent Placement includes sales during the January 2025 Securities Restricted Period of securities pursuant to any at-the-market offering, 30%, except as provided under the January/March 2025 Note Waivers, as described below) of the gross proceeds of such January 2025 Securities Subsequent Placement (the “January 2025 Securities Subsequent Placement Optional Redemption Right”). Upon exercise of the January 2025 Securities Subsequent Placement Optional Redemption Right, the Company must pay in cash at a price equal to 115% of the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the date the Company makes the entire required payment.

 

In addition, at the option of the holders of the January 2025 Notes, the Company must permit each of such holders to participate in the January 2025 Securities Subsequent Placement by exchanging all or any part of such holder’s January 2025 Notes against the purchase price of the securities offered in the January 2025 Securities Subsequent Placement up to the January 2025 Securities Subsequent Placement redemption amount that would otherwise be paid to such holder (the “January 2025 Securities Subsequent Placement Exchange Right”). The aggregate amount of the securities to be issued to such holder in such exchange will be equal to 120% of the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the consummation of such January 2025 Securities Subsequent Placement.

 

The January/March 2025 Note Waivers provide that the January 2025 Securities Subsequent Placement Optional Redemption Right and the January 2025 Securities Subsequent Placement Exchange Right will be waived with respect to a Waived ATM, and instead provide that 25% of the gross proceeds from any sale of securities pursuant to a Waived ATM must be used to redeem each of the January 2025 Notes at a premium of 120%.

 

Asset Sale Redemption. Upon the occurrence of certain asset sales, the holder of any January 2025 Note may require the Company to redeem such January 2025 Note, in whole or in part, using the Holder Pro Rata Amount of 25% of the net proceeds from such asset sale. Upon such redemption, the Company must pay in cash at a price equal to 115% of the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (B) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the date the Company makes the entire required payment.

 

Event of Default Redemption. Upon any event of default, each holder may require the Company to redeem in cash all or any portion of the amounts due under such holder’s January 2025 Notes at a price equal to the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 115% and (ii) the product of (X) the quotient of (a) the amount to be redeemed divided by (b) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (Y) the product of (1) 115% multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

 

Bankruptcy Event of Default Redemption. Upon any event of default relating to the bankruptcy or similar event of the Company, the Company will be required to immediately pay each holder in cash all amounts due under such holder’s January 2025 Notes at a 15% premium.

 

 

Redemption Payment Failure. In the event of a redemption by any holder of the January 2025 Notes and the Company does not pay the applicable redemption price to such holder within the time period required, at any time thereafter and until the Company pays such unpaid redemption price in full, such holder will have the option, in lieu of redemption, to require the Company to promptly return to such holder all or any portion of such January 2025 Notes representing the amount that was submitted for redemption and for which the applicable redemption price (together with any late charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable redemption notice shall be null and void with respect to such redemption amount, (y) the Company shall immediately return such January 2025 Notes, or issue new notes to such holder, and in each case the principal amount of such January 2025 Notes or such new notes shall be increased by an amount equal to the difference between (1) the applicable redemption price (as adjusted, if applicable) minus (2) the principal portion of the amount submitted for redemption and (z) the January 2025 Notes Conversion Price shall be automatically adjusted with respect to each conversion effected thereafter by such holder to the lowest of (A) the January 2025 Notes Conversion Price as in effect on the date on which the applicable redemption notice is voided, (B) the greater of (i) the January 2025 Notes Floor Price then in effect and (ii) 75% of the lowest closing bid price of the Class A Ordinary Shares during the period beginning on and including the date on which the applicable redemption notice is delivered to the Company and ending on and including the date on which the applicable redemption notice is voided and (C) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) 75% of the quotient of (I) the sum of the five lowest VWAPs of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the applicable conversion date, divided by (II) five.

 

Certain Covenants; Reservation of Shares. While any January 2025 Notes are outstanding, the Company may not incur or guarantee any debts or liens, pay cash dividends or effect redemptions on its shares, make certain asset sales, or change the nature of its business, and must comply with certain other customary covenants. In addition, the Company must reserve at least 150% of the number of Class A Ordinary Shares into which the January 2025 Notes may be converted, assuming conversion by way of a January 2025 Notes Alternate Optional Conversion.

 

Fundamental Transactions. The Company may not enter into a Fundamental Transaction (as defined in the January 2025 Notes) unless the successor entity assumes all obligations of the Company under the January 2025 Notes and specified transaction documents. Prior to the occurrence of a Fundamental Transaction, the January 2025 Note holders will have the right to (i) in addition to the Class A Ordinary Shares receivable upon any conversion, such securities or other assets to which such holders would have been entitled with respect to such Class A Ordinary Shares had such Class A Ordinary Shares been held by such holders upon the consummation of such Fundamental Transaction (without taking into account any limitations or restrictions on the convertibility of the January 2025 Notes), if any, or (ii) in lieu of the Class A Ordinary Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Class A Ordinary Shares in connection with the consummation of such Fundamental Transaction, if any, in such amounts as such holders would have been entitled to receive had the January 2025 Notes initially been issued with conversion rights for the form of such consideration (as opposed to Class A Ordinary Shares) at a conversion rate for such consideration commensurate with the number of Class A Ordinary Shares issuable upon conversion of the conversion amount by the January 2025 Notes Conversion Price.

 

Penalty for Late Delivery of Shares Upon Conversion; Buy-In Payments. The January 2025 Notes provide that if the Company fails to deliver Class A Ordinary Shares upon conversion of any January 2025 Notes when and as required, the Company must pay the holders of such January 2025 Notes an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to such holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders in writing as in effect at any time during the period beginning on the applicable conversion date and ending on the date that the shares are delivered. In addition, the January 2025 Notes provide that if any holder conducts a Buy-In (as defined in the January 2025 Notes) upon failure to deliver any Class A Ordinary Shares issuable upon conversion when and as required, the Company will be required to pay such holder the Buy-In Payment Amount (as defined in the January 2025 Notes).

 

 

January 2025 Warrants

 

Exercise Price. The January 2025 Warrants will initially be exercisable for cash at an exercise price equal to $0.559 per Class A Ordinary Share (the “January 2025 Warrants Exercise Price”), subject to adjustment as set forth therein.

 

Antidilution Rights. The January 2025 Warrants will have full-ratchet antidilution rights, i.e., the January 2025 Warrants Exercise Price will be reduced to equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided for in the January 2025 Warrants. Under the January/March 2025 Note Waivers, these antidilution rights will not apply to Class A Ordinary Shares sold under a Waived ATM. The exercise price formulas and number of shares issuable upon exercise of the January 2025 Warrants will also be proportionately adjusted for any share split or reverse share split or similar event.

 

Share Split Adjustments. Upon any share split or reverse share split or similar event, the January 2025 Warrants Exercise Price will be reduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the five trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the trading day immediately preceding the 16th trading day after such event, divided by five.

 

Applicable Date Adjustments. On the 90th calendar day after each January 2025 Securities Applicable Date, the January 2025 Warrants Exercise Price will be reduced to equal the lower of (i) the applicable January 2025 Warrants Exercise Price as in effect on the applicable adjustment date, and (ii) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

 

Number of Warrant Shares Adjustment. In the event of any adjustment to the January 2025 Warrants Exercise Price, the number of Class A Ordinary Shares issuable upon the exercise of the January 2025 Warrants will also be adjusted so that the aggregate January 2025 Warrants Exercise Price shall be the same immediately before and immediately after any such adjustment.

 

Exercise Period. The January 2025 Warrants shall be exercisable beginning on the issuance date of the January 2025 Warrants and expiring on the third anniversary of the issuance date.

 

Cashless Exercise. If at the time of exercise of any January 2025 Warrant, there is no effective registration statement registering the Class A Ordinary Shares underlying the January 2025 Warrants, such January 2025 Warrant may be exercised on a cashless basis pursuant to its terms.

 

Limitations on Exercise. The January 2025 Warrant holders shall not have the right to exercise any portion of any January 2025 Warrant to the extent that, after giving effect to such exercise, such holder (together with certain related parties) would beneficially own in excess of the January/March 2025 Securities Maximum Percentage after giving effect to such exercise. The January/March 2025 Securities Maximum Percentage may be raised or lowered to any percentage not in excess of 9.99%, at the option of such holder, provided that any increase will only be effective upon 61 days’ prior written notice to the Company.

 

Distribution Participation Rights. If the Company issues options, convertible securities, warrants, shares, or similar securities or distributes assets pro rata to holders of the Class A Ordinary Shares, each of the January 2025 Warrant holders will have the right to acquire the same as if such holder had exercised such holder’s January 2025 Warrants in full, except that to the extent that such acquisition would result in such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to such holder will be held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to be exceeded.

 

 

Reservation of Shares. While any January 2025 Warrants are outstanding, the Company must reserve at least 150% of the maximum number of Class A Ordinary Shares as shall be necessary to satisfy the Company’s obligation to issue Class A Ordinary Shares under the January 2025 Warrants.

 

Fundamental Transactions. The Company may not enter into a Fundamental Transaction (as defined in the January 2025 Warrants) unless the successor entity assumes all obligations of the Company under the January 2025 Warrants and specified transaction documents. Upon a Fundamental Transaction, the January 2025 Warrant holders will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property which such holders would have been entitled to receive upon the happening of the Fundamental Transaction had such holders’ January 2025 Warrants been exercised immediately prior to the Fundamental Transaction, if any.

 

Change of Control Redemption Rights. Upon the occurrence or public disclosure of a Change of Control (as defined in the January 2025 Warrants), each of the January 2025 Warrant holders will have the right to require the Company to repurchase the unexercised portion of such holder’s January 2025 Warrants for an amount of cash based on an option pricing model reasonably acceptable to such holder and the Company.

 

Penalty for Late Delivery of Shares Upon Exercise; Buy-In Payments. The January 2025 Warrants provide that if the Company fails to deliver Class A Ordinary Shares upon exercise of any January 2025 Warrants when and as required, the Company must pay the holders of such January 2025 Warrants an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to such holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders in writing as in effect at any time during the period beginning on the applicable exercise date and ending on the date that the shares are delivered. In addition, the January 2025 Warrants provide that if any holder conducts a Buy-In (as defined in the January 2025 Warrants) upon failure to deliver any Class A Ordinary Shares issuable upon exercise when and as required, the Company will be required to pay such holder the Buy-In Payment Amount (as defined in the January 2025 Warrants).

 

November 2024 Warrant

 

The November 2024 Warrant may be exercised to purchase 255,000 Class A Ordinary Shares at an exercise price of $0.14 per share. The November 2024 Warrant may be exercised on a cashless basis. The November 2024 Warrant provides that if the Company has outstanding unpaid legal fees due and owing to the November 2024 Investor, then the November 2024 Investor may credit all or a portion of such fees, as applicable, to the payment of the exercise price. The November 2024 Warrant provides certain piggyback registration rights.

 

 

SELLING SHAREHOLDERS

 

The Class A Ordinary Shares being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the March 2025 Notes and the January 2025 Notes and exercise of the March 2025 Warrants, the January 2025 Warrants, and the November 2024 Warrant. For additional information regarding the issuance of the March 2025 Notes, the January 2025 Notes, the March 2025 Warrants, and the January 2025 Warrants, see “Private Placements of Notes and Warrants” above. For additional information regarding the issuance of the November 2024 Warrant, see “Prospectus Summary – Issuance of November 2024 Warrant”. We are registering the Class A Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the transactions described under “Private Placements of Notes and Warrants”, and certain other transactions in connection with that certain Ordinary Shares Purchase Agreement, dated as of January 10, 2025, between the Company and an investor as described in the Report on Form 6-K  furnished to the SEC on January 13, 2025, which is incorporated by reference herein except with respect to Exhibit 99.1 thereto, or as otherwise described in the footnotes to the table below, the selling shareholders have not had any material relationship with us within the past three years.

 

The table below lists the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of the Class A Ordinary Shares held by each of the selling shareholders. The second column lists the number of Class A Ordinary Shares beneficially owned by the selling shareholders, based on their respective ownership of Class A Ordinary Shares, convertible notes and warrants, as of March 24, 2025, assuming conversion of the notes and exercise of the warrants held by each such selling shareholder on that date but taking account of any limitations on conversion and exercise set forth therein.

 

The third column lists the Class A Ordinary Shares being offered by this prospectus by the selling shareholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein.

 

In accordance with the terms of the March 2025 Registration Rights Agreement, this prospectus generally covers the resale of 150% of the sum of (i) the maximum number of Class A Ordinary Shares issued or issuable pursuant to the March 2025 Notes, including payment of interest on the March 2025 Notes through the date of maturity (September 3, 2026), and (ii) the maximum number of Class A Ordinary Shares issued or issuable upon exercise of the March 2025 Warrants, in each case, determined as if the outstanding March 2025 Notes (including interest on the March 2025 Notes through the date of maturity (September 3, 2026)) and March 2025 Warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the March 2025 Notes Alternate Conversion Price or the January 2025 Warrants Exercise Price (as the case may be) calculated as of the trading day immediately preceding the date the registration statement of which this prospectus forms a part was initially filed with the SEC. Because the January 2025 Notes Conversion Price, the January 2025 Notes Alternate Conversion Price, and the January 2025 Warrants Exercise Price may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.

 

In accordance with the terms of the January 2025 Registration Rights Agreement, this prospectus generally covers the resale of 150% of the sum of (i) the maximum number of Class A Ordinary Shares issued or issuable pursuant to the January 2025 Notes, including payment of interest on the January 2025 Notes through the date of maturity (July 10, 2026), and (ii) the maximum number of Class A Ordinary Shares issued or issuable upon exercise of the January 2025 Warrants, in each case, determined as if the outstanding January 2025 Notes (including interest on the January 2025 Notes through the date of maturity (July 10, 2026)) and January 2025 Warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the January 2025 Notes Alternate Conversion Price or the January 2025 Warrants Exercise Price (as the case may be) calculated as of the trading day immediately preceding the date the registration statement of which this prospectus forms a part was initially filed with the SEC. Because the January 2025 Notes Conversion Price and the January 2025 Notes Alternate Conversion Price and the January 2025 Warrants Exercise Price may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.

 

 

The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

 

Under the terms of the March 2025 Notes, the March 2025 Warrants, the January 2025 Notes, and the January 2025 Warrants, a selling shareholder may not convert the March 2025 Notes or the January 2025 Notes or exercise the March 2025 Warrants or the January 2025 Warrants to the extent (but only to the extent) such selling shareholder or any of its affiliates would beneficially own a number of Class A Ordinary Shares which would exceed the January/March 2025 Securities Maximum Percentage. The number of shares in the second column reflects these limitations. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution”.

 

		Number of Class A Ordinary Shares Owned Prior to Offering(1)								Maximum Number of Class A Ordinary Shares to be				Number of Class A Ordinary Shares Owned After Offering(3)
Name of Selling Shareholder		Number of Shares				Percentage of Outstanding Shares				Offered Pursuant to this Prospectus(2)				Number of Shares				Percentage of Outstanding Shares
Keystone Capital Partners, LLC(4)			1,205,842	(5)			4.99	%			14,405,090	(6)			486,117				*
Seven Knots, LLC(7)			1,231,374	(8)			4.99	%			2,824,476	(9)			-				-
FirstFire Global Opportunities Fund, LLC(10)			1,231,374	(11)			4.99	%			3,239,759	(12)			-				-
Pinz Capital Special Opportunities Fund, LP(13)			1,231,374	(14)			4.99	%			3,239,759	(15)			-				-
Jim Fallon(16)			1,231,374	(17)			4.99	%			3,475,356	(18)			-				-
Bevilacqua PLLC(19)			255,000	(20)			1.08	%			255,000	(20)			-				-

 

*	Represents beneficial ownership of less than 1% of our outstanding Class A Ordinary Shares after the offering.

 

(1)	Applicable percentage ownership is based on 23,445,462 Class A Ordinary Shares outstanding as of March 24, 2025 and based on 50,884,902 Class A Ordinary Shares outstanding after the offering.

 

(2)	Assumes the sale of all shares being offered pursuant to this prospectus.

 

(3)

For the purposes of the calculations of Class A Ordinary Shares to be sold pursuant to the prospectus we are assuming (a) an event of default under each of the March 2025 Notes and January 2025 Notes has not occurred, (b) the March 2025 Notes and January 2025 Notes are each converted in full at an alternate conversion price of $0.21864 without regard to any limitations set forth in the notes, (c) interest on the notes has accrued through the applicable maturity date and is paid in Class A Ordinary Shares, at an interest rate of 8% per annum, and (d) the exercise of all of the March 2025 Warrants and January 2025 Warrants in full without regard to any limitations on exercise set forth in the warrants.

 

(4)

The business address of Keystone Capital Partners, LLC is 139 Fulton Street, Suite 412, New York, NY 10038. Keystone Capital Partners LLC is managed by RANZ Group LLC. Frederic Zaino, the Managing Member of RANZ Group LLC, may be deemed to have investment discretion and voting power over the shares held by Keystone Capital Partners LLC. RANZ Group LLC and Mr. Zaino each disclaim any beneficial ownership of these shares.

 

(5)

This column lists the number of Class A Ordinary Shares beneficially owned by this selling shareholder, which consists of (i) 486,117 Class A Ordinary Shares and (ii) 719,726 Class A Ordinary Shares issuable upon conversion of the March 2025 Note or the January 2025 Note held by the selling shareholder or exercise of the March 2025 Warrant or the January 2025 Warrant held by the selling shareholder, after giving effect to the January/March 2025 Securities Maximum Percentage. Without regard to the January/March 2025 Securities Maximum Percentage, within 60 days of March 24, 2025, the selling shareholder would beneficially own an aggregate of 10,089,510 Class A Ordinary Shares, consisting of (i) 486,117 Class A Ordinary Shares, none of which are being registered for resale under this prospectus, (ii) 4,578,303 Class A Ordinary Shares issuable upon conversion of principal and interest accrued through the maturity date under the March 2025 Note held by the selling shareholder at the March 2025 Notes Alternate Conversion Price, all of which are being registered for resale under this prospectus, (iii) 2,225,119 Class A Ordinary Shares issuable upon conversion of principal and interest accrued through the maturity date under the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price, all of which are being registered for resale under this prospectus, (iv) 1,933,468 Class A Ordinary Shares issuable upon exercise of the March 2025 Warrant held by the selling shareholder, all of which are being registered for resale under this prospectus, and (v) 866,503 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, all of which are being registered for resale under this prospectus.

 

 

(6)

Consists of 150% of (i) the 4,578,303 Class A Ordinary Shares issuable upon conversion of the March 2025 Note held by the selling shareholder at the March 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (September 3, 2026), assuming that no event of default actually occurs under the holder’s March 2025 Note, (ii) the 2,225,119 Class A Ordinary Shares issuable upon conversion of the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (July 10, 2026), assuming that no event of default actually occurs under the holder’s January 2025 Note, (iii) the 1,933,468 Class A Ordinary Shares issuable upon exercise of the March 2025 Warrant held by the selling shareholder, and (iv) the 866,503 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, in each case without regard to any limitations set forth therein.

 

(7)

The business address of Seven Knots, LLC is 400 E 66th Street, New York, New York 10065. Marissa Welner, the Manager of Seven Knots, LLC, holds voting and, as such, are excluded from such holder’s dispositive power over the Class A Ordinary Shares held by this selling shareholder. Ms. Welner disclaims any beneficial ownership of these shares.

 

(8)

This column lists the number of Class A Ordinary Shares beneficially owned by this selling shareholder, which consists of 1,231,374 Class A Ordinary Shares issuable upon conversion of the March 2025 Note or the January 2025 Note held by the selling shareholder or exercise of the March 2025 Warrant or the January 2025 Warrant held by the selling shareholder, after giving effect to the January/March 2025 Securities Maximum Percentage. Without regard to the January/March 2025 Securities Maximum Percentage, within 60 days of March 24, 2025, the selling shareholder would beneficially own an aggregate of 1,882,984 Class A Ordinary Shares, consisting of (i) 480,242 Class A Ordinary Shares issuable upon conversion of principal and interest accrued through the maturity date under the March 2025 Note held by the selling shareholder at the March 2025 Notes Alternate Conversion Price, (ii) 880,443 Class A Ordinary Shares issuable upon conversion of principal and interest accrued through the maturity date under the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price, (iii) 214,830 Class A Ordinary Shares issuable upon exercise of the March 2025 Warrant held by the selling shareholder, and (iv) 307,469 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, all of which are being registered for resale under this prospectus.

 

(9)

Consists of 150% of (i) the 480,242 Class A Ordinary Shares issuable upon conversion of the March 2025 Note held by the selling shareholder at the March 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (September 3, 2026), assuming that no event of default actually occurs under the holder’s March 2025 Note, (ii) the 307,469 Class A Ordinary Shares issuable upon conversion of the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (July 10, 2026), assuming that no event of default actually occurs under the holder’s January 2025 Note, (iii) the 214,830 Class A Ordinary Shares issuable upon exercise of the March 2025 Warrant held by the selling shareholder, and (iv) the 307,469 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, in each case without regard to any limitations set forth therein.

 

(10)	The business address of FirstFire Global Opportunities Fund, LLC is 1040 1st Avenue, Suite 190, New York, NY 10022. Eliezer Fireman has sole voting and investment power over the shares held by FirstFire Global Opportunities Fund, LLC.

 

(11)

This column lists the number of Class A Ordinary Shares beneficially owned by this selling shareholder, which consists of 1,231,374 Class A Ordinary Shares issuable upon conversion of the January 2025 Note held by the selling shareholder or exercise of the January 2025 Warrant held by the selling shareholder, after giving effect to the January/March 2025 Securities Maximum Percentage. Without regard to the January/March 2025 Securities Maximum Percentage, within 60 days of March 24, 2025, the selling shareholder would beneficially own an aggregate of 2,159,839 Class A Ordinary Shares, consisting of (i) 1,600,805 Class A Ordinary Shares issuable upon conversion of principal and interest accrued through the maturity date under the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price, and (ii) 559,034 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder.

 

 

(12)

Consists of 150% of (i) the 1,600,805 Class A Ordinary Shares issuable upon conversion of the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (July 10, 2026), assuming that no event of default actually occurs under the holder’s January 2025 Note, and (ii) the 559,034 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, in each case without regard to any limitations set forth therein.

 

(13)

The business address of Pinz Capital Special Opportunities Fund, LP is c/o Walkers Corporate Center, 27 Hospital Road, Georgetown, Grand Cayman KY1-9008, Cayman Islands. Matthew Pinz is the Managing Member of Pinz Capital Special Opportunities Fund LP and has voting and dispositive power over the shares held by Pinz Capital Special Opportunities Fund LP.

 

(14)

This column lists the number of Class A Ordinary Shares beneficially owned by this selling shareholder, which consists of 1,231,374 Class A Ordinary Shares issuable upon conversion of the January 2025 Note held by the selling shareholder or exercise of the January 2025 Warrant held by the selling shareholder, after giving effect to the January/March 2025 Securities Maximum Percentage. Without regard to the January/March 2025 Securities Maximum Percentage, within 60 days of March 24, 2025, the selling shareholder would beneficially own an aggregate of 2,159,839 Class A Ordinary Shares, consisting of (i) 1,600,805 Class A Ordinary Shares issuable upon conversion of principal and accrued interest under the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price, (ii) 559,034 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, all of which are being registered for resale under this prospectus.

 

(15)

Consists of 150% of (i) the 1,600,805 Class A Ordinary Shares issuable upon conversion of the January 2025 Note held by the selling shareholder at the January 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (July 10, 2026), assuming that no event of default actually occurs under the holder’s January 2025 Note, and (ii) the 559,034 Class A Ordinary Shares issuable upon exercise of the January 2025 Warrant held by the selling shareholder, in each case without regard to any limitations set forth therein.

 

(16)	The address of Jim Fallon is 137 W83 St., Apt 5W, New York, NY 10024.

 

(17)

This column lists the number of Class A Ordinary Shares beneficially owned by this selling shareholder, which consists of 1,231,374 Class A Ordinary Shares issuable upon conversion of the March 2025 Note held by the selling shareholder or exercise of the March 2025 Warrant held by the selling shareholder, after giving effect to the January/March 2025 Securities Maximum Percentage. Without regard to the January/March 2025 Securities Maximum Percentage, within 60 days of March 24, 2025, the selling shareholder would beneficially own an aggregate of 2,316,904 Class A Ordinary Shares, consisting of (i) 1,600,805 Class A Ordinary Shares issuable upon conversion of principal and interest accrued through the maturity date under the March 2025 Note held by the selling shareholder at the March 2025 Notes Alternate Conversion Price and (ii) 716,099 Class A Ordinary Shares issuable upon exercise of the March 2025 Warrant held by the selling shareholder, all of which are being registered for resale under this prospectus.

 

(18)

Consists of 150% of (i) the 1,600,805 Class A Ordinary Shares issuable upon conversion of the March 2025 Note held by the selling shareholder at the March 2025 Notes Alternate Conversion Price including principal and interest through the date of maturity (September 3, 2026), assuming that no event of default actually occurs under the holder’s March 2025 Note and (ii) the 716,099 Class A Ordinary Shares issuable upon exercise of the March 2025 Warrant held by the selling shareholder, in each case without regard to any limitations set forth therein.

 

(19)

The business address of Bevilacqua PLLC is 1050 Connecticut Ave., NW, Ste. 500, Washington, DC 20036-5304. Louis A. Bevilacqua is the Managing Member of Bevilacqua PLLC and has voting and investment power over the shares held by it. Mr. Bevilacqua disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares. Bevilacqua PLLC is outside counsel to the Company.

 

(20)

This column lists the number of Class A Ordinary Shares beneficially owned by this selling shareholder, which consists of 255,000 Class A Ordinary Shares issuable upon exercise of the November 2024 Warrant held by the selling shareholder, all of which are being registered for resale under this prospectus.

 

 

PLAN OF DISTRIBUTION

 

We are registering the Class A Ordinary Shares issuable upon conversion of the March 2025 Notes and the January 2025 Notes and the exercise of the March 2025 Warrants, the January 2025 Warrants, and the November 2024 Warrant to permit the resale of these Class A Ordinary Shares by the holders of the March 2025 Notes, the January 2025 Notes, the March 2025 Warrants, the January 2025 Warrants, and the November 2024 Warrant from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the Class A Ordinary Shares, although we will receive the exercise price of any warrants not exercised by the selling shareholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the Class A Ordinary Shares.

 

The selling shareholders may sell all or a portion of the Class A Ordinary Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Class A Ordinary Shares are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Class A Ordinary Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

 

●

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

●

in the over-the-counter market;

●

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

●

through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●

an exchange distribution in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

●

short sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;

●

broker-dealers may agree with a selling shareholder to sell a specified number of such shares at a stipulated price per share;

●

a combination of any such methods of sale; and

●

any other method permitted pursuant to applicable law.

 

The selling shareholders may also sell Class A Ordinary Shares under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling shareholders may transfer the Class A Ordinary Shares by other means not described in this prospectus. If the selling shareholders effect such transactions by selling Class A Ordinary Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the Class A Ordinary Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Class A Ordinary Shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Class A Ordinary Shares in the course of hedging in positions they assume. The selling shareholders may also sell Class A Ordinary Shares short and deliver Class A Ordinary Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge Class A Ordinary Shares to broker-dealers that in turn may sell such shares.

 

 

The selling shareholders may pledge or grant a security interest in some or all of the March 2025 Notes, the January 2025 Notes, the March 2025 Warrants, the January 2025 Warrants, the November 2024 Warrant, or Class A Ordinary Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Class A Ordinary Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the Class A Ordinary Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

To the extent required by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in the distribution of the Class A Ordinary Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Class A Ordinary Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of Class A Ordinary Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

 

Under the securities laws of some states, the Class A Ordinary Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Class A Ordinary Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

 

There can be no assurance that any selling shareholder will sell any or all of the Class A Ordinary Shares registered pursuant to the registration statement, of which this prospectus forms a part.

 

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Class A Ordinary Shares by the selling shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Class A Ordinary Shares to engage in market-making activities with respect to the Class A Ordinary Shares. All of the foregoing may affect the marketability of the Class A Ordinary Shares and the ability of any person or entity to engage in market-making activities with respect to the Class A Ordinary Shares.

 

We will pay all expenses of the registration of the Class A Ordinary Shares pursuant to the March 2025 Registration Rights Agreement, the January 2025 Registration Rights Agreement, and the November 2024 Warrant, estimated to be $169,569.29 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders who are January 2025 Investors against liabilities, including some liabilities under the Securities Act, in accordance with the January 2025 Registration Rights Agreement and the October 2024 Letter Agreement, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

 

Once sold under the registration statement of which this prospectus forms a part, the Class A Ordinary Shares will be freely tradable in the hands of persons other than our affiliates.

 

The Class A Ordinary Shares and the Company’s public warrants are currently listed on The Nasdaq Capital Market under the symbols “HTOO” and “HTOOW”, respectively.

 

 

EXPENSES RELATED TO THE OFFERING

 

Set forth below is an itemization of the total expenses that are expected to be incurred by us in connection with the Class A Ordinary Shares being registered for resale hereby and the offer and sale of the Class A Ordinary Shares by the selling shareholders. With the exception of the SEC registration fee, all amounts are estimates.

 

		Amount
SEC registration fee		$	2,069.29
Legal fees and expenses			100,000
Accounting fees and expenses			50,000
Transfer agent fees			10,000
State securities and blue sky laws compliance			2,500
Miscellaneous expenses			5,000
Total		$	169,569.29

 

LEGAL MATTERS

 

Bevilacqua PLLC, Washington, D.C., is acting as counsel in connection with the registration of our securities under the Securities Act and will pass upon certain legal matters for us with respect to the offering of our securities. Arthur Cox LLP, Dublin, Ireland, will pass upon the validity of the securities offered in this prospectus and on matters of Irish law.

 

As of the date of this prospectus, Bevilacqua PLLC holds the November 2024 Warrant, which may be exercised to purchase 255,000 Class A Ordinary Shares at an exercise price of $0.14 per share. The November 2024 Warrant contains a cashless exercise provision and also provides that the holder may credit all or a portion of outstanding legal fees owed to the holder to the payment of the exercise price.  Bevilacqua PLLC received this security as partial consideration for legal services. Pursuant to the November 2024 Warrant, the Class A Ordinary Shares issuable upon exercise of the November 2024 Warrant are being registered for resale pursuant to the registration statement of which this prospectus forms a part.

 

EXPERTS

 

The consolidated financial statements of the Company as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, have been incorporated by reference herein in reliance upon the report of KPMG, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

The audit report covering the December 31, 2023 consolidated financial statements contains an explanatory paragraph that states that the Company’s recurring losses and negative cash flows from operations raise substantial doubt about the entity’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

 

INDEMNIFICATION

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our constitution, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

ENFORCEMENT OF CIVIL LIABILITIES

 

We were incorporated under the laws of Ireland. Some of our directors and officers reside outside of the United States. Service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because most of our assets, and some of the assets of our directors and officers, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons may not be collectible within the United States. It also may be difficult for an investor, or any other person or entity, to assert United States securities laws claims in original actions instituted in Ireland.

 

In addition, it may not be possible to enforce court judgments obtained in the United States against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.

 

The following requirements must be met before a judgment of a U.S. court will be deemed to be enforceable in Ireland:

 

●

the judgment must be for a definite sum;

●

the judgment must be final and conclusive; and

●

the judgment must be provided by a court of competent jurisdiction.

 

An Irish court will also exercise its right to refuse enforcement if the U.S. judgment was obtained by fraud, if the judgment violates Irish public policy, if the judgment is in breach of natural or constitutional justice or if it is irreconcilable with an earlier foreign judgment. There is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

 

Foreign judgments enforced by Irish courts generally will be payable in euros. An Irish court hearing an action to recover an amount in a non-Irish currency will render judgment for the equivalent amount in Irish currency.

 

Our agent for service of process in the United States is CT Corporation System, 28 Liberty Street, New York, NY 10005, (212) 894-8940.

 

MATERIAL CHANGES

 

Except as otherwise disclosed in this prospectus, there have been no reportable material changes that have occurred since December 31, 2023, and that have not been described in a report on Form 6-K furnished under the Exchange Act and incorporated by reference into this prospectus.

 

 

WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE

 

Available Information

 

This prospectus is part of a registration statement on Form F-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, the exhibits filed therewith or the documents incorporated by reference therein. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are required to file reports and other information with the SEC pursuant to the Exchange Act, including annual reports on Form 20-F and reports on Form 6-K.

 

The SEC maintains a website that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The address of the website is www.sec.gov. The information on our website (www.fusion-fuel.eu), other than our SEC filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

 

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

Incorporation by Reference

 

The SEC allows us to “incorporate by reference” the information we file with it into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the information contained in the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act, except for information “furnished” to the SEC which is not deemed filed and not incorporated by reference into this prospectus (unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement:

 

●

the Company’s Annual Report on Form 20-F  for the fiscal year ended December 31, 2023, filed with the SEC on April 30, 2024;

 

●

the Company’s Reports on Form 6-K (and any amendments thereto on Form 6-K/A) furnished to the SEC on January 16, 2024, March 20, 2024, March 27, 2024, May 8, 2024, May 14, 2024, May 15, 2024, September 11, 2024, November 12, 2024, November 20, 2024 (other than Exhibit 99.1 thereto), November 27, 2024 (other than Exhibit 99.1 and Exhibit 99.2 thereto), December 12, 2024 (other than Exhibit 99.1 thereto), January 3, 2025, January 13, 2025, January 13, 2025 (other than Exhibit 99.1 thereto), January 13, 2025 (other than Exhibit 99.1 thereto), January 14, 2025, January 27, 2025, February 24, 2025, February 27, 2025 (other than Exhibit 99.1 thereto), March 3, 2025, and March 10, 2025 (other than Exhibit 99.7 and Exhibit 99.8 thereto); and

 

●

the description of the Company’s securities contained in the Company’s Registration Statement on Form 8-A (File No. 001-39789) filed with the SEC on December 9, 2020, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

We also incorporate by reference any future annual reports on Form 20-F we file with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of securities by means of this prospectus, and any future reports of foreign private issuer on Form 6-K we furnish with the SEC during such period that are identified in such reports as being incorporated by reference into this prospectus.

 

Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any documents incorporated by reference have been modified or superseded. Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.

 

We will provide without charge to any person (including any beneficial owner) to whom this prospectus is delivered, upon oral or written request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits to those documents unless a document states that one of its exhibits is incorporated into the document itself). Such request should be directed to: Fusion Fuel Green PLC, The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland, and telephone number +353 1 920 1000.

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Unless the context indicates otherwise, “we,” “us,” “our,” “the Company,” and similar references in this Part II. “Information Not Required in the Prospectus” refer to the operations of Fusion Fuel Green PLC, an Irish public limited company.

 

Item 8. Indemnification of Directors and Officers

 

Pursuant to the Company’s constitution, subject to the provisions of and so far as may be permitted by the Companies Act 2014 of Ireland (the “Company Act”), every person who is or was a director, officer or employee of the Company, and each person who is or was serving at the request of the Company as a director, officer or employee of another company, or of a partnership, joint venture, trust or other enterprise, shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto, including any liability incurred by him or her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him or her as a director, officer or employee of the Company or such other company, partnership, joint venture, trust or other enterprise, and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court.

 

The Companies Act prescribes that such an indemnity only permits a company to indemnify any officer against any liability incurred by him or her (i) in defending proceedings where judgment is given in any civil or criminal action in his or her favor or in which he or she is acquitted, (ii) in connection with any proceedings for negligence, default, breach of duty or breach of trust against the officer where an Irish court grants relief because it appears to the court that the officer in question is or may be liable in respect of the negligence, default, breach of duty or breach of trust but that he or she acted honestly and reasonably and should therefore be granted relief from such liability or (iii) in connection with an application made by the officer to be relieved of liability in respect of a claim that the officer apprehends will be made against him or her in respect of any negligence, default, breach of duty or breach of trust, if such relief is granted to the officer by the court.

 

The Company is permitted under its constitution and the Companies Act to purchase directors’ and officers’ liability insurance, as well as other types of insurance, for its directors, officers and employees.

 

The Company has entered into deeds of indemnity with its directors and executive officers. Given the director indemnification limitations arising under Irish law, the Company’s subsidiary, Fusion Fuel Portugal, S.A. (“Fusion Fuel Portugal”), has also entered into such deeds of indemnity. These agreements, among other things, require the Company and Fusion Fuel Portugal to jointly and severally indemnify the Company’s directors and executive officers as well as Fusion Fuel Portugal’s directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such director or executive officer in any action or proceeding arising out of their services as one of the Company’s or Fusion Fuel Portugal’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s or Fusion Fuel Portugal’s request. We believe that these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

 

Item 9. Exhibits.

 

Exhibit No.		Description
4.1		Memorandum and Articles of Association of Fusion Fuel Green PLC (incorporated by reference to Exhibit 3.1 to the Shell Company Report on Form 20-F filed on December 17, 2020)
4.2		Specimen Class A Ordinary Share Certificate of Fusion Fuel Green PLC (incorporated by reference to Exhibit 4.1 to Registration Statement on Form F-4/A filed on October 9, 2020)
4.3*		Class A Ordinary Share Purchase Warrant issued on November 1, 2024
4.4		Form of Senior Convertible Note issued on January 10, 2025 (incorporated by reference to Exhibit 4.1 to Form 6-K filed on January 13, 2025)
4.5		Form of Warrant To Purchase Ordinary Shares issued on January 10, 2025 (incorporated by reference to Exhibit 4.2 to Form 6-K filed on January 13, 2025)
4.6		Form of Senior Convertible Note issued on March 3, 2025 (incorporated by reference to Exhibit 4.1 to Form 6-K filed on March 3, 2025)
4.7		Form of Warrant To Purchase Ordinary Shares issued on March 3, 2025 (incorporated by reference to Exhibit 4.2 to Form 6-K filed on March 3, 2025)
4.8		Form of Securities Purchase Agreement, dated as of January 10, 2025 (incorporated by reference to Exhibit 10.1 to Form 6-K filed on January 13, 2025)
4.9		Form of Registration Rights Agreement, dated as of January 10, 2025 (incorporated by reference to Exhibit 10.2 to Form 6-K filed on January 13, 2025)
4.10		Form of Securities Purchase Agreement, dated as of March 3, 2025 (incorporated by reference to Exhibit 10.1 to Form 6-K filed on March 3, 2025)
4.11		Form of Registration Rights Agreement, dated as of March 3, 2025 (incorporated by reference to Exhibit 10.2 to Form 6-K filed on March 3, 2025)
4.12*		Form of [Amended and Restated] Limited Waiver, dated as of March 26, 2025, between Fusion Fuel Green PLC and the investor signatory thereto
4.13		Description of Securities (incorporated by reference to Exhibit 4.4 to Annual Report on Form 20-F filed on May 16, 2023)
5.1*		Opinion of Arthur Cox LLP
23.1*		Consent of KPMG
23.2*		Consent of Arthur Cox LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page of this registration statement)
107*		Calculation of Filing Fee Table

 

*	Filed herewith.

 

(b) Financial Statement Schedules.

 

All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.

 

 

Item 17. Undertakings

 

(a) The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that: paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

 

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

 

(5)

That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

 

(6)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(d) The undersigned registrant hereby undertakes:

 

(1) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on March 28, 2025.

 

	Fusion Fuel Green PLC
	By:	/s/ John-Paul Backwell
		John-Paul Backwell
		Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints each of John-Paul Backwell and Frederico Figueira de Chaves as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any or all amendments (including pre- and post-effective amendments) to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ John-Paul Backwell		Chief Executive Officer (principal executive officer) and Director		March 28, 2025
John-Paul Backwell
/s/ Frederico Figueira de Chaves		Interim Chief Financial Officer (principal financial officer and principal accounting officer), Chief Strategy Officer, Head of Hydrogen Solutions, and Director		March 28, 2025
Frederico Figueira de Chaves
/s/ Jeffrey E. Schwarz		Chairman of the Board of Directors and Director		March 28, 2025
Jeffrey E. Schwarz

 

/s/ Theresa Jester		Director		March 28, 2025
Theresa Jester
/s/ Rune Magnus Lundetrae		Director		March 28, 2025
Rune Magnus Lundetrae

 

/s/ Luisa Ingargiola		Director		March 28, 2025
Luisa Ingargiola

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Fusion Fuel Green PLC has signed this registration statement or amendment thereto on March 28, 2025.

 

	By:	/s/ Jeffrey E. Schwarz
	Name:	Jeffrey E. Schwarz
	Title:	Authorized Representative

 

 

 

 

Exhibit 4.3

 

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

 

FUSION FUEL GREEN PLC

 

CLASS A ORDINARY SHARE PURCHASE WARRANT

 

Warrant No. OA1	Original Issue Date: November 1, 2024
Initial Holder: Bevilacqua PLLC	No. of Shares Subject to Warrant: 255,000
	Initial Exercise Price Per Share: $0.14 (subject to the adjustment pursuant to Section 9)
	Expiration Time:  5:00 p.m., Central time, on November 1, 2029

 

FUSION FUEL GREEN PLC, a public limited company incorporated in Ireland (the “Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to the number of class A ordinary shares (the “Ordinary Shares”), shown above (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or after the original issue date indicated above (the “Original Issue Date”) and through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

 

This Warrant is being issued pursuant to the Company’s engagement agreement with the Holder relating to the Holder’s provision of legal services to the Company, dated on or about the date hereof (the “Engagement Agreement”), by and among the Company, the Initial Holder and the other parties thereto.

 

1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Engagement Agreement.

 

2. List of Warrant Holders.  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time).  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

 

3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

 

4. Exercise and Duration of Warrant.

 

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. At the Expiration Time, the portion of this Warrant not exercised prior thereto (including the provisions of the automatic exercise described below) shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

 

(b) The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. Alternatively, if the Company has outstanding unpaid legal fees due and owing to the Initial Holder, then the Initial Holder may credit all or a portion of such fees, as applicable, to the payment of the exercise price. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

 

(c) Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

 

Net Number = (A x B) - (A x C)

                                     B

 

For purposes of the foregoing formula:

 

A=

the total number of shares with respect to which this Warrant is then being exercised.

 

B=

the Per Share Price (as defined below) of one (1) share of Common Stock at the time the net issuance election under this Section 4(c) is made.

 

C=

the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

 

 

For purposes of Section 4(c), “Per Share Price” means: (i) if this Warrant is exercised on the date of Company’s initial public offering of Common Stock, and if Company’s registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Per Share Price shall be initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering; (ii) if this Warrant is exercised after, and not on the date of Company’s initial public offering of Common Stock, and if Company’s Common Stock is traded on a securities exchange or actively traded over-the-counter: (1) if Company’s Common Stock is traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of Company’s Common Stock as quoted on any exchange, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of Holder’s election hereunder, (2) if Company’s Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of Company’s Common Stock for the trading day immediately prior to the date of Holder’s election; (iii) if neither (i) nor (ii) is applicable, the Per Share Price shall be determined in good faith by the mutual agreement of the Company and the Holder based on relevant facts and circumstances at the time of the net exercise under Section 4(c), including in the case of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control.

 

For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant.

 

(d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

 

(e) If the Per Share Price is higher than the Exercise Price at the Expiration Time, then this Warrant shall be deemed to have been automatically exercised (without the need to provide notice or for the Holder to take any action) on a cashless basis in accordance with Section 4(c) immediately prior to the Expiration Time.

 

5. Delivery of Warrant Shares.

 

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than two (2) business days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a statement of account for the Warrant Shares (showing their issuance in book entry) issuable upon such exercise. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.  The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation.  If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

 

 

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

(c) If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

 

6. Charges, Taxes and Expenses. Issuance and delivery of the shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

 

7. Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

 

8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

 

9. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

 

(a) Adjustments for Stock Splits and Combinations and Stock Dividends. If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 9(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

 

 

(b) Merger Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

 

(c) Voluntary Adjustment by the Company. Subject to the rules and regulations of the trading market on which the Company’s stock may be trading, the Company may at any time during the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

 

10. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.

 

11. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in the Engagement Agreement.

 

12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

 

13. Piggyback Registration Rights. The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement (other than a registration statement on Form S-4 or Form S-8 or on any successor forms thereto) with the U.S. Securities and Exchange Commission (the “SEC”). If requested by the Holder in writing within 20 days after receipt of any such notice, shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by the Holder), register all or, at Holder’s option, any portion of the Warrant Shares (collectively, the “Registrable Securities”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Registrable Securities through the trading market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable.

 

 

14. Miscellaneous.

 

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

 

(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant and the Transaction Documents shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the District of Columbia, USA without regard to any statutory or common-law provision pertaining to conflicts of laws. The Company and Holder agree that courts of competent jurisdiction in the District of Columbia and any United States District Court located in the District of Columbia shall have jurisdiction with regard to any action arising out of any breach or alleged breach of this Agreement. The Company and Holder agree to submit to the personal jurisdiction of such courts and any other applicable court within the District of Columbia. The Company and Holder further agree that the mailing of any process shall constitute valid and lawful process against each Party hereto. The Company and Holder waive any claim that any of the foregoing courts is an inconvenient forum. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

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

 

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

 

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

 

(f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

 

	FUSION FUEL GREEN PLC
	By:	/s/ Frederico Figueira de Chaves
	Name:	Frederico Figueira de Chaves
	Title:	Chief Executive Officer

 

 

FUSION FUEL GREEN PLC

 

EXERCISE NOTICE

 

Ladies and Gentlemen:

 

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to ______________ shares of Common Stock.  Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

 

(2) The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐

Cash Exercise under Section 4(b)

☐

Cashless Exercise under Section 4(c) (assuming conditions precedent are met)

 

Credit of legal fees owed to Initial Holder

 

(3) If the Holder has elected a Cash Exercise or to credit legal fees owed, the holder shall pay the sum of $ ______________ to the Company or provide a credit to the Company for legal fees owed in the amount of $_________ in accordance with the terms of the Warrant.

 

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance with the terms of the Warrant.

 

Dated:

HOLDER:

 

		Print name
		By:
		Title:

 

 

FUSION FUEL GREEN PLC

 

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

 

Dated:

TRANSFEROR:

 

		Print name
		By:
		Title:
		TRANSFEREE:
		Print name
		By:
		Title:
WITNESS:
		Address of Transferee:
Print name

 

 

9

 

Exhibit 4.12

 

[AMENDED AND RESTATED]

LIMITED WAIVER

 

This [AMENDED AND RESTATED] LIMITED WAIVER (this “Waiver”), dated as of March 26, 2025 (the “Effective Date”), is entered into by and among Fusion Fuel Green PLC, an Irish public limited company (the “Company”), and the investor signatory hereto (the “Holder”). Each of the Company and the Holder are sometimes referred to in this Waiver individually as a “Party” and, collectively, as the “Parties”.

 

RECITALS

 

A. The Company intends to conduct an “at the market offering” (as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), under a sales agreement (the “Wainwright ATM Sales Agreement”) between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), under which the Company may offer and sell through Wainwright, as sales agent, the Company’s Class A ordinary shares with a nominal value of $0.0001 (the “ATM Shares”) (such offering, the “Wainwright ATM”).

 

B. On January 10, 2025, the Company and certain investors which may include the Holder (the “January Buyers”) executed and delivered that certain Securities Purchase Agreement (the “January Purchase Agreement”), pursuant to which, among other things, the Company issued certain Notes (as defined in the January Purchase Agreement, the “January Notes”) and Warrants (as defined in the January Purchase Agreement, the “January Warrants”).

 

C. On February 28, 2025, the Company and certain investors which may include the Holder (the “February Buyers”, collectively with the January Buyers, the “Buyers”) executed and delivered that certain Securities Purchase Agreement (the “February Purchase Agreement”, and together with the January Purchase Agreement, the “Purchase Agreements”), pursuant to which, among other things, the Company issued certain Notes (as defined in the February Purchase Agreement) (the “February Notes”, and together with the January Notes, the “Notes”), and Warrants (as defined in the February Purchase Agreement) (the “February Warrants”, and together with the January Warrants, the “Warrants”) to such February Buyers.

 

D. Section 9 of each of the Notes provides that upon the consummation of any Subsequent Placement (as defined in each of the Notes), each holder of Notes shall have the right to require a certain percentage of the net proceeds (the “Existing Proceeds Amount”) of any such Subsequent Placement to be used to redeem, in part, the Notes at a 115% premium (the “Existing Premium”).

 

 

E. The Company desires that the Holder waive, in part, certain provisions of the Notes, the Warrants and the Securities Purchase Agreement, such that (i) the ATM Shares issuable in the Wainwright ATM shall be deemed to be “Excluded Securities” under each of the Notes (other than with respect to Section 9 of the Notes) and Warrants, (ii) the Wainwright ATM shall be deemed to be a “Permitted ATM”, and thereby, the ATM Shares issuable in the Wainwright ATM shall be deemed to be “Excluded Securities” under each of the Purchase Agreements, (iii) (A) each of the Conversion Shares (as defined in the February Notes) issuable upon conversion of the February Notes or otherwise pursuant to the terms of the February Notes; provided, that the terms of the February Notes are not amended, modified or changed on or after the date hereof (other than antidilution adjustments pursuant to the terms thereof in effect as of the date hereof) and (B) each of the Warrant Shares (as defined in the February Warrants) issuable upon exercise of the February Warrants; provided, that the terms of the February Warrants are not amended, modified or changed on or after the date hereof (other than antidilution adjustments pursuant to the terms thereof in effect as of the date hereof), in each case, shall be deemed to be “Excluded Securities” under the January Notes and the January Warrants, and (iv) the filing of a registration statement on Form F-3 (or amendment or supplement thereto) pursuant to Rule 415(a)(6) under the Securities Act shall not be deemed to be subject to the restrictions of Section 4(j) of each of the Purchase Agreements (collectively, the “Holder Limited Waiver”).

 

F. The Holder is willing to provide the Holder Limited Waiver solely to the extent that (i) the Company waives, in part, Section 9 of the Notes (the “Company Limited Waiver”) such that (A) 25% of the gross proceeds of any sale of securities pursuant to the Wainwright ATM (as allocated among each holder of Notes in accordance with Schedule I attached hereto) (in lieu of the Existing Proceeds Amount) shall be mandatorily used to effect a Subsequent Placement Optional Redemption (as defined in each of the Notes) under each of the Notes at a premium of 120% (in lieu of the Existing Premium) (collectively, the “ATM Proceeds”) and the Holder shall be deemed to have elected to effect a Subsequent Placement Optional Redemption (as adjusted by the Company Limited Waiver) with respect to each sale of securities pursuant to the Wainwright ATM on the date of each such sale of securities pursuant to the Wainwright ATM and (ii) by no later than the second (2^nd) Business Day after such gross proceeds from any such sale of securities pursuant to the Wainwright ATM are received by the Company (net of any broker, bank or other third-party fees or taxes), the Company shall wire the Holder such percentage of the ATM Proceeds as set forth in column (2) opposite the Holder’s name on Schedule I attached hereto, in satisfaction of the Subsequent Placement Optional Redemption Price related to such applicable sale of securities pursuant to the Wainwright ATM, in accordance with the wire instructions set forth in column (4) of Schedule I (or such other wire instructions subsequently delivered in a writing signed by such Person to the Company). For the avoidance of doubt, the Subsequent Placement Optional Redemption Price of such portion of the Notes to be redeemed in any such Subsequent Placement Optional Redemption, shall be satisfied by such payment of the ATM Proceeds (the “Subsequent Placement Optional Redemption Condition”).

 

[G. On March 18, 2025, the Company and certain Buyers entered into those certain Limited Waivers, including that certain Limited Waiver between the Company and the Holder (the “Original Limited Waiver”).

 

H. The Company and the Holder now desire to amend and restate the Original Limited Waiver in its entirety as set forth herein.]

 

[G.][I.] Concurrently herewith, the Company has also requested that each other Buyer (collectively, the “Other Investors”) enter into a waiver or an amended and restated waiver in form and substance identical (other than with respect to any reimbursement of legal fees) to this Waiver (each, an “Other Waiver”).

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties, intending to be legally bound, hereby agree [that the Original Limited Waiver is amended and restated in its entirety] as follows:

 

1. Waiver. As of the Effective Date, the Company hereby agrees to the Company Limited Waiver and, subject to the continued satisfaction of the Subsequent Placement Optional Redemption Condition by the Company, the Holder hereby grants the Company the Holder Limited Waiver. Holder hereby agrees to the Holder Limited Waiver subject to the Subsequent Placement Optional Redemption Condition. The Holder Limited Waiver set forth in this Waiver is limited to the matters expressly agreed to herein and should not be construed as an indication that the Holder would be willing to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may exist or occur thereunder.

 

2. Use of Proceeds. The Company shall comply with the Subsequent Placement Optional Redemption Condition, and the Company hereby consents and agrees to the Subsequent Placement Optional Redemption Condition. If requested by the Holder, the Company shall within six (6) Business Days of any such request, deliver a certificate to the Holder certifying as to the amount and gross proceeds of any sales of securities during such calendar month and the ATM Proceeds with respect thereto (including reasonable calculations with respect thereto).

3. Ratifications. Except as otherwise expressly provided herein, each of the Transaction Documents (as defined in each of the Purchase Agreements) is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

 

4. No MNPI. Nothing in this Waiver constitutes material non-public information and the Company has previously disclosed all material, non-public information (if any) provided to the Holder by the Company or any of its Subsidiaries (as defined in each of the Purchase Agreements) or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. The Company acknowledges and agrees that no confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, relating to the transactions contemplated hereby, exists as of the date hereof. Notwithstanding anything contained in this Waiver to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Holder shall not have (unless expressly agreed to by the Holder after the date hereof in a written definitive and binding agreement executed by the Company and the Holder), any duty of confidentiality with respect to any material, non-public information regarding the Company or any of its Subsidiaries.

 

5. [TO BE INCLUDED IN [  ]’S CONSENT: Fees. The Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the Holder), on demand, a nonaccountable amount of $5,000 for the legal fees and expenses in connection with the preparation and negotiation of this Waiver and the transactions contemplated hereby. Each party to this Waiver shall bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated hereby, except as provided in the previous sentence and except that the Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, transfer agent fees, Depository Trust Company fees relating to or arising out of the transactions contemplated hereby.][TO BE INCLUDED IN OTHER CONSENTS: Intentionally Omitted.]

 

 

6. Independent Nature of Holder's Obligations and Rights. The obligations of the Holder under this Waiver are several and not joint with the obligations of any Other Investor, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Investor under any Other Waiver. Nothing contained herein or in any Other Waiver, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Waiver or any Other Waiver and the Company acknowledges that, to the best of its knowledge, the Holder and the Other Investors are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Waiver or any Other Waiver. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Waiver, and it shall not be necessary for any of the Other Investors to be joined as an additional party in any proceeding for such purpose.

 

7. Most Favored Nations. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Other Investor with respect to any Other Waiver (each a “Settlement Document”), is or will be more favorable to such Other Investor (other than any reimbursement of legal fees) than those of the Holder and this Waiver. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of this Waiver shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Waiver shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder.

 

8. Miscellaneous Provisions. Section 9 of the February Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

 

[Remainder of Page Intentionally Left Blank.]

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Waiver to be duly executed and delivered as of the date first set forth above.

 

Fusion Fuel Green PLC
By:
Name:	John-Paul Backwell
Title:	Chief Executive Officer

 

 

Holder

 

[_____]

 

By:
Name:
Title:

 

 

SCHEDULE I

 

(1) Holder & Other Investors

(2) Mailing Address and E-mail Address

Pro Rata Portion of ATM Proceeds

(4) Wire Instructions

[  ]

[  ]

52.5

%

[  ]

[  ]

[  ]

10.0

%

[  ]

[  ]

[  ]

12.5

%

[  ]

[  ]

[  ]

12.5

%

[  ]

[  ]

[  ]

12.5

%

[  ]

 

 

7

 

Exhibit 5.1

 

Our Reference: FU049/032

 

27 March 2025

 

PRIVATE AND CONFIDENTIAL

 

To:	Board of Directors Fusion Fuel Green PLC 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland

 

Re:	Fusion Fuel Green plc (the “Company”)

 

To whom it may concern,

 

1.

Basis of Opinion

 

1.1

We act as solicitors in Ireland for the Company, a public limited company organised under the laws of Ireland with registration number 669283.

 

1.2

We have been requested to furnish this Opinion in connection with the registration statement on Form F-3 filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on 27 March 2025 (the “Registration Statement”) relating to the registration of up to 27,439,440 class A ordinary shares with a nominal value of US$0.0001 each of the Company (the “Securities”) to be sold by certain selling shareholders named in the Registration Statement.

 

1.3

(i) 9,989,026 of the Securities are to be issued in connection with the conversion of certain convertible notes issued by the Company on 3 March 2025 (the “March 2025 Notes”) pursuant to a Securities Purchase Agreement dated 28 February 2025 between the Company and the investors listed on the Schedule of Buyers attached therein (the “February 2025 Purchase Agreement”); (ii) 4,296,596 of the Securities are to be issued in connection with the exercise of certain warrants agreements (the “March 2025 Warrants”) issued by the Company pursuant to the February 2025 Purchase Agreement; (iii) 9,460,758 of the Securities are to be issued in connection with the conversion of certain convertible notes issued by the Company on 10 January 2025 (the “January 2025 Notes”) pursuant to a Securities Purchase Agreement dated 10 January 2025 between the Company and the investors listed on the Schedule of Buyers attached therein (the “January 2025 Purchase Agreement”); (iv) 3,438,060 of the Securities are to be issued in connection with the exercise of certain warrants agreements (the “January 2025 Warrants”) issued by the Company pursuant to the January 2025 Purchase Agreement; and (v) 255,000 of the Securities are to be issued in connection with the exercise of a certain warrant agreement issued by the Company (together with the March 2025 Notes, the March 2025 Warrants, the January 2025 Notes, and the January 2025 Warrants, the “Convertible Notes and Warrants Agreements”) pursuant to a letter agreement, dated as of October 30, 2024, between the Company and Bevilacqua PLLC.

 

 

1.4

This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigations of, and we express no opinion as to the laws of, any other jurisdiction or their effect on this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law, change in interpretation of law or change in the practice of the Irish Revenue Commissioners which may occur after the date of this Opinion.

 

1.5

This Opinion is also strictly confined to:

 

(a)

the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;

 

(b)

the documents listed in the Schedule to this Opinion (the “Documents”); and

 

(c)

the searches listed at 1.7 below.

 

1.6

For the purpose of giving this Opinion, we have examined copies of the Documents sent to us by email by the Company in .pdf or other electronic format.

 

1.7

For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 27 March 2025 (the “Searches”):

 

(a)

on the file of the Company maintained by the Registrar of Companies in the CRO for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, examiner, process advisor or liquidator;

 

(b)

in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the twelve years immediately preceding the date of the search;

 

(c)

in the Central Office of the High Court for any proceedings filed in respect of the Company in the five years immediately preceding the date of the search;

 

(d)

in the Central Office of the High Court for any petitions filed in respect of the Company

 

1.8

This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date of this Opinion.

 

1.9

No opinion is expressed as to the taxation consequences of any of the matters referred to in the Registration Statement or the transactions referred to therein or contemplated thereby

 

 

2.

Opinion

 

Subject to the assumptions set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

 

	2.1	The Company is a public limited company, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Securities.
	2.2	The Securities, when issued by the Company in accordance with the terms of the Registration Statement and the Convertible Notes and Warrants Agreements, will have been duly authorised pursuant to resolutions of the board of directors of the Company or a duly appointed committee thereof.
	2.3	The Securities, when issued by the Company and, if required, paid for, pursuant to and in accordance with the terms and conditions of the Convertible Notes and Warrants Agreements, will be validly issued, fully paid or credited as fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of the Securities).

 

3.

Assumptions

 

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

 

Registration Statement and the Securities

 

	3.1	That the Registration Statement will have become effective under the Securities Act and that the Company complies with the statements set out therein.
	3.2	That the Securities will be issued (the “Securities Issuance Event”) in accordance with the appropriate resolutions and authorities of the shareholders and directors of the Company to be passed prior to the issue of the Securities and in accordance with the terms of the Registration Statement.
	3.3	There shall be no fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will effect the Securities Issuance Event in good faith, for its legitimate and bona fide business purposes.
	3.4	That (i) the Securities will be listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC at the time of their issue or (ii) the Securities will not derive their value or the greater part of their value directly or indirectly from land in Ireland, minerals in Ireland or any rights, interests or other assets in relation to mining or minerals or the searching for minerals or exploration or exploitation rights on the Irish continental shelf.

  

Authenticity and bona fides

 

3.5

The completeness and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete or draft Documents have been submitted to us that the original executed versions of such Documents are identical to the last draft of the Documents submitted to us.

 

 

3.6

That the copies produced to us of minutes of meetings and/or resolutions are true and correct copies of the original documents, and the signatures on such documents are genuine.

 

3.7

That the persons identified as the directors of the Company are actually serving as such and that any certificates representing the Securities will be properly executed by one or more such persons.

 

3.8

That the Constitution of the Company effective as of 9 December 2020 is the current Constitution, is up to date and has not been amended or superseded and that there are no other terms governing the Securities other than those set out in the Constitution.

 

Accuracy of Searches and the Corporate Certificate

 

3.9

The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this regard, it should be noted that:

 

(a)

the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;

 

(b)

the position reflected by the Searches may not be fully up-to-date; and

 

(c)

searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner or a process advisor to, the Company or its assets.

 

3.10

The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents.

 

4.

Disclosure

 

This Opinion is addressed to you in connection with the registration of the Securities with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC and to the use of our name in the prospectus that forms part of the Registration Statement.

 

Yours faithfully,
/s/ Arthur Cox LLP
ARTHUR COX LLP

 

 

Schedule 1

 

documents

 

1.

Corporate Certificate dated 27 March 2025, executed by a director of the Company;

 

2.

Written Resolutions of the Board of Directors of the Company dated 13 February 2025;

 

3.	Securities Purchase Agreement dated 28 February 2025 between the Company and the investors listed on the Schedule of Buyers attached therein;

4.

Senior Convertible Notes issued by the Company, dated 3 March 2025;

 

5.

Warrants to Purchase Ordinary Shares issued by the Company, dated 3 March 2025;

 

6.

Registration Rights Agreement dated 3 March 2025 between the Company and the buyers signatory thereto;

 

7.

Written Resolutions of the Board of Directors of the Company dated 10 January 2025;

 

8.

Securities Purchase Agreement dated 10 January 2025 between the Company and the investors listed on the Schedule of Buyers attached therein;

 

9.

Senior Convertible Notes issued by the Company, dated 10 January 2025;

 

10.

Warrants to Purchase Ordinary Shares issued by the Company, dated 10 January 2025;

 

11.

Registration Rights Agreement dated 10 January 2025 between the Company and the buyers signatory thereto;

 

12.

Letter Agreement dated 30 October 2024 between Bevilacqua PLLC and the Company;

 

13.

Class A Ordinary Share Purchase Warrant, dated 1 November 2024;

 

14.

Written Resolutions of the Board of Directors of the Company dated 1 November 2024;

 

15.

Certified copy of the Company’s Constitution dated 28 February 2025.

 

(together, the “Documents”).

 

 

5

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated April 30, 2024, with respect to the consolidated financial statements of Fusion Fuel Green PLC, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

 

/s/ KPMG

 

Dublin, Ireland

 

March 27, 2025

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form F-3

(Form Type)

 

Fusion Fuel Green PLC

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Newly Registered Securities
Fees to be Paid		Equity		Class A ordinary shares with a nominal value of $0.0001 each underlying Senior Convertible Notes(2)		Other(3)			9,460,758	(2)		$	0.559	(4)		$	5,288,563.72	(4)			0.00015310			$	809.68
Fees to be Paid		Equity		Class A ordinary shares with a nominal value of $0.0001 each underlying Warrants To Purchase Ordinary Shares(5)		Other(3)			3,438,060	(5)		$	0.559	(6)		$	1,921,875.54	(6)			0.00015310			$	294.24
Fees to be Paid		Equity		Class A ordinary shares with a nominal value of $0.0001 each underlying Senior Convertible Notes(7)		Other(3)			9,989,026	(7)		$	0.4364	(8)		$	4,359,210.95	(8)			0.00015310			$	667.40
Fees to be Paid		Equity		Class A ordinary shares with a nominal value of $0.0001 each underlying Warrants To Purchase Ordinary Shares(9)		Other(3)			4,296,596	(9)		$	0.4364	(10)		$	1,875,034.49	(10)			0.00015310			$	287.07
Fees to be Paid		Equity		Class A ordinary shares with a nominal value of $0.0001 each underlying Class A Ordinary Share Purchase Warrant(11)		Other(3)			255,000	(11)		$	0.2795	(12)		$	71,272.50	(12)			0.00015310			$	10.91
		Total Offering Amounts														$	13,515,957.20							$	2,069.29
		Total Fees Previously Paid																						$	0.00
		Total Fee Offsets																						$	0.00
		Net Fee Due																						$	2,069.29

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereby such indeterminate number of additional Class A ordinary shares with a nominal value of $0.0001 each (“Class A Ordinary Shares”), as may be issued or issuable because of share splits, share dividends and similar transactions.

 

(2)

Consists of 150% of an aggregate of 6,307,172 Class A Ordinary Shares issuable upon conversion of Senior Convertible Notes issued on January 10, 2025 (“January Notes”) in the aggregate original principal amount of $1,231,250 and aggregate interest through maturity of $147,750 at an alternate conversion price of $0.21864 per share as of March 24, 2025, including rounding adjustments.

 

 

(3)

Registration fee calculated pursuant to Rule 457(g) under the Securities Act.

 

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based upon the initial conversion price of $0.559 per share under the January Notes.

 

(5)

Consists of 150% of an aggregate of 2,292,040 Class A Ordinary Shares issuable upon exercise of Warrants To Purchase Ordinary Shares issued on January 10, 2025 (“January Warrants”), including rounding adjustments.

 

(6)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based upon the initial exercise price of $0.559 per share under the January Warrants.

 

(7)

Consists of 150% of an aggregate of 6,659,350 Class A Ordinary Shares issuable upon conversion of Senior Convertible Notes issued on March 3, 2025 (“March Notes”) in the aggregate original principal amount of $1,300,000 and aggregate interest through maturity of $156,000 at an alternate conversion price of $0.21864 per share as of March 24, 2025, including rounding adjustments.

 

(8)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based upon the initial conversion price of $0.4364 per share under the March Notes.

 

(9)

Consists of 150% of an aggregate of 2,864,397 Class A Ordinary Shares issuable upon exercise of Warrants To Purchase Ordinary Shares issued on January 10, 2025 (“January Warrants”), including rounding adjustments.

 

(10)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based upon the initial exercise price of $0.4364 per share under the January Warrants.

 

(11)

Consists of 255,000 Class A Ordinary Shares issuable upon exercise of a Class A Ordinary Share Purchase Warrant issued on November 1, 2024 at the initial exercise price of $0.14 per share.

 

(12)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based upon the average of the high and low prices of the Class A Ordinary Shares reported by The Nasdaq Stock Market LLC on March 21, 2025.

 

 

 

 

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