Fusion Fuel Green PLC — Form 6-K Summary
Reporting period: September 2026; filed September 25, 2026. The filing reports an accounting restatement issue affecting the audited consolidated financial statements for the year ended December 31, 2025, included in the Form 20-F filed May 7, 2026.
Business Context and Restatement
On September 23, 2026, the company’s independent registered public accounting firm, Bush & Associates CPA LLC, advised that the previously issued 2025 financial statements and related notes should not be relied upon. The company intends to file an amended Form 20-F after completing its review and restatement.
- Foreign currency translation adjustments relating to intangibles and goodwill from the acquisition of Quality Industrial Corp. were not appropriately reflected.
- Foreign currency translation differences relating to foreign operations were incorrectly classified in profit or loss rather than other comprehensive income.
- The December 31, 2025 goodwill impairment analysis must be completed and reflected in the restated financial statements.
Estimated Financial Impact
| Item | Preliminary estimated impact |
|---|---|
| 2025 net loss | Increase of approximately €4.0 million |
| Goodwill impairment charge | Approximately €1.1 million |
| Reclassification of foreign exchange translation differences | Approximately €3.1 million, from finance income to other comprehensive income |
| Total equity at December 31, 2025 | Reduction of approximately €3.8 million |
| Revenue, cash position and net cash flows | No expected impact |
The estimates are preliminary, unaudited and subject to change. The company characterizes the adjustments as non-cash and does not currently expect them to affect its overall business or directly cause a failure to meet Nasdaq Capital Market continued-listing requirements.
Material Changes Versus the Prior Reported Period
The previously reported 2025 results will require amendment. The principal changes are an increase in reported net loss, a reduction in reported equity, recognition of a goodwill impairment charge, and reclassification of certain foreign exchange translation differences from profit or loss to other comprehensive income. The filing does not provide revised revenue, margin, cash flow, debt or liquidity amounts.
Outlook, Risks and Contingencies
- The company is pursuing completion of the restatement and intends to file the amended report as soon as reasonably practicable, but has not provided a filing date.
- Bush’s response letter to the SEC will be filed with an amendment to this Form 6-K upon receipt.
- Additional errors or adjustments may be identified, and the ultimate financial effects may differ materially from the preliminary estimates.
- Potential risks include regulatory inquiry or enforcement, litigation or claims, adverse effects on investor confidence or the share price, and findings that internal controls over financial reporting are ineffective.
- Foreign exchange fluctuations and additional restatement adjustments could affect the company’s financial condition, results, equity or Nasdaq listing compliance.
Investor Verification Items
- Verify the amended Form 20-F and the final audited restated 2025 financial statements.
- Confirm the final goodwill impairment charge and the treatment of foreign currency translation adjustments.
- Reconcile the final changes to net loss, total equity, finance income and other comprehensive income.
- Review Bush’s response letter and any disclosures regarding internal control deficiencies.
- Assess whether the final restatement affects Nasdaq continued-listing compliance, liquidity or other contractual requirements.