HTOO

Business Context and Reporting Period

Company: Fusion Fuel Green PLC (Irish public limited company)

Filing Type: Form 6-K (Report of Foreign Private Issuer)

Reporting Period: January 2025 (Transaction closed January 10, 2025; Filing date January 13, 2025)

Context: The Company executed a private placement of Senior Convertible Notes and Warrants to certain institutional investors to raise capital. The transaction was conducted pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

Key Financial Metrics and Transaction Details

Note: The filing does not provide current revenue, profit, cash flow, or total debt figures. It focuses exclusively on the terms of the new financing.

Material Changes and Covenants

• Capital Structure Change: Issuance of senior debt and equity-linked warrants, increasing potential dilution.
• Restrictions on Future Issuances:
  • Restricted Period: Until 90 days after the "Applicable Date" (SEC registration effectiveness or Rule 144 eligibility), the Company cannot issue equity or debt securities, with limited exceptions (e.g., Permitted ELOC).
  • Right of First Refusal: Investors hold a right of first refusal on subsequent placements until July 10, 2025.
  • Dividend/Redemption Ban: The Company cannot redeem shares or declare dividends without investor consent while Notes are outstanding.
• Registration Rights: The Company must file a registration statement within 45 days and have it declared effective within 90 days to cover 150% of the maximum shares issuable upon conversion and exercise.

Outlook, Risks, and Unusual Items

Management Commentary and Outlook

The filing contains no specific operational guidance or revenue outlook. It references forward-looking statements in the accompanying press release (Exhibit 99.1) regarding future performance, subject to standard risks and uncertainties.

Risks and Contingencies

• Aggressive Antidilution Provisions: Both Notes and Warrants carry "full-ratchet" antidilution rights. If the Company issues securities at a lower price, the conversion/exercise price will be reduced to that lower price, significantly increasing dilution.
• Redemption Triggers: Holders have extensive redemption rights triggered by:
  • Change of Control (15% premium).
  • Subsequent Placements (25% or 30% of gross proceeds).
  • Asset Sales (25% of net proceeds).
  • Events of Default (115% premium).
• Penalty Payments:
  • Disclosure Failure: If the Company fails to publicly disclose material non-public information shared with investors, it must pay 1% of the principal amount plus a "Disclosure Restitution Amount" every 30 days until cured.
  • Registration Failure: Failure to file or maintain an effective registration statement triggers 1% of the principal amount in cash penalties every 30 days.
  • Share Delivery Failure: Failure to deliver shares upon conversion/exercise triggers a 2% penalty on the value of undelivered shares plus "Buy-In" payments.
• Share Reservation: The Company must reserve 150% of the maximum shares issuable upon conversion and exercise, limiting available shares for other purposes.

Investor Verification Checklist

• Dilution Impact: Verify the current share count to calculate the immediate and potential dilution from the 2,292,040 warrants and the convertible notes (principal $1,281,250 at $0.559/share).
• Registration Status: Confirm the filing date and effectiveness status of the Registration Statement required within 45-90 days to avoid 1% monthly penalties.
• Future Financing Constraints: Assess the impact of the "Restricted Period" and Right of First Refusal on the Company's ability to raise additional capital before July 2025.
• Antidilution Exposure: Review the "full-ratchet" terms to understand the risk of conversion price reduction if the stock price declines or if new equity is issued below $0.559.
• Liquidity Requirements: Evaluate the Company's cash position against potential redemption obligations (e.g., 115% premium on default or change of control) and the 8% monthly interest payments.