HTOOW Fusion Fuel Green PLC

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: April, 2025.

 

Commission File Number: 001-39789

 

Fusion Fuel Green PLC
(Translation of registrant’s name into English)

 

The Victorians

15-18 Earlsfort Terrace

Saint Kevin’s
Dublin 2, D02 YX28, Ireland
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 

 

On April 9, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued a press release announcing its entry into a non-binding letter of intent. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.

 

Forward-Looking Statements

 

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

 

Exhibit No.		Description
99.1		Press Release dated April 9, 2025

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Fusion Fuel Green PLC
	(Registrant)
Date: April 9, 2025	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Fusion Fuel Signs Non-Binding Letter of Intent to Acquire British Fuel Distribution Company

 

DUBLIN, Ireland – April 9, 2025 – Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a leading provider of full-service energy engineering and advisory solutions, today announced that it has signed a non-binding letter of intent (“LOI”) to acquire 100% of a privately held British fuel distribution company (the “Target”).

 

In the proposed acquisition, the Company will purchase 100% of the outstanding shares of the Target from its shareholders for total consideration valued at £50 million, consisting of £25 million in cash funded through debt financing, £2 million in cash financed from a capital raise, £8 million in the Company’s shares subject to a make-whole agreement, and two additional payments of £7.5 million cash each within nine months and 18 months from the closing.

 

The Target reported over $50 million in revenue and $4 million in net income for the year ending in 2023 and delivered strong growth in 2024, generating over $54 million in revenue and $7 million in net income. The transaction, if consummated, would mark a significant expansion of Fusion Fuel’s presence in the energy distribution sector, aligning with the Company’s broader strategic objectives.

 

John-Paul Backwell, Chief Executive Officer of Fusion Fuel, commented: “This proposed transaction reflects our progress in executing our growth strategy, which began with our acquisition of Quality Industrial Corp. late last year. Our short-term priority is to build a synergistic portfolio of profitable and cash-generating businesses across the energy value chain. In addition to significantly increased revenues and profitability, acquiring this United Kingdom-based fuel distribution company would enable us to expand our footprint in the energy distribution space while also broadening our geographic presence into a key new market.”

 

The LOI is non-binding, and consummation of the transaction remains subject to further due diligence, the negotiation of definitive agreements, and the satisfaction of customary closing conditions, including regulatory approvals. The Company expects to provide further updates as discussions progress.

 

About Fusion Fuel Green PLC

 

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

 

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

 

Forward-Looking Statements

 

This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Fusion Fuel has based these forward-looking statements largely on its current expectations, including but not limited the ability of the investment reported on to be consummated as anticipated. Such forward-looking statements are subject to risks and uncertainties, including without limitation, the Company’s ability to enter into a definitive share purchase agreement with the shareholders of the Target, the ability of the parties to complete their due diligence and all other closing conditions, the Company’s ability to complete the proposed acquisition and integrate the Target’s business, obtain all necessary regulatory and other consents and approvals in connection with the transaction, andthose set forth in Fusion Fuel’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 30, 2024, which could cause actual results to differ from the forward-looking statements.

 

Investor Relations Contact

 

ir@fusion-fuel.eu

 

 

 

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