Business Context and Reporting Period
This Form 6-K filing by Fusion Fuel Green PLC covers the month of June 2026, with a report date of June 10, 2026. The filing addresses corporate actions related to the Company's Series A Convertible Preferred Shares issued in November 2024 to Quality Industrial Corp. and related parties. It specifically details amendments to the Certificate of Designation necessitated by a 1-for-35 share consolidation of Class A Ordinary Shares that became effective on July 11, 2025.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a legal disclosure regarding capital structure adjustments rather than a financial performance statement.
Material Changes Versus Prior Period
The primary material change involves the amendment of the Series A Convertible Preferred Shares' terms to reflect the 1-for-35 share consolidation:
- Conversion Ratio Adjustment: The ratio was updated from 10 Class A Ordinary Shares per Series A Preferred Share to 2/7 of a Class A Ordinary Share per Series A Preferred Share.
- Formula Correction: The adjustment formula for future share dividends, subdivisions, combinations, or reclassifications was corrected. The new formula mandates that the Conversion Ratio be multiplied by a fraction where the numerator is the number of Class A Ordinary Shares outstanding immediately after the event, and the denominator is the number outstanding immediately before the event (excluding treasury shares).
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. No specific risks or contingencies are discussed beyond the standard legal qualification that the description of the Amended and Restated Certificate of Designation is not complete and is qualified by reference to the full text filed as Exhibit 3.1.
Investor Verification Checklist
- Verify the exact terms of the Amended and Restated Certificate of Designation in Exhibit 3.1 to confirm the 2/7 conversion ratio.
- Confirm the effective date of the 1-for-35 share consolidation (July 11, 2025) and its impact on current share counts.
- Review the adjustment formula mechanics to understand how future corporate actions will impact the conversion value of Series A Preferred Shares.
- Check the status of the original Stock Purchase Agreement dated November 18, 2024, involving Quality Industrial Corp.