M&A - Fusion Fuel Green PLC

Form Type: 6-K/A

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025042040

Filing Summary: On May 12, 2025, Fusion Fuel Green PLC filed Amendment No. 2 to Form 6-K concerning the acquisition of Quality Industrial Corp. (QIND). This amendment updates the earlier reports related to a Stock Purchase Agreement between Fusion Fuel and QIND, detailing that the acquisition would involve the transfer of approximately 69.36% of QIND's capital stock to Fusion Fuel. The document outlines the share exchange details and conditions for the closing of the acquisition, including the issuance of 3,818,969 Class A ordinary shares and 4,171,327 Series A Convertible Preferred Shares to the sellers. Following the acquisition, QIND is expected to merge into a wholly-owned subsidiary of Fusion Fuel, thereby becoming a fully consolidated entity in the corporate structure. The amendment also provides unaudited pro forma condensed combined consolidated financial information for the fiscal year ended December 31, 2024, reflecting the anticipated effects of the acquisition and merger. These details are intended for informational purposes and do not represent actual results.

Form Type: 20-F

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041617

Filing Summary: Fusion Fuel Green PLC filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2024. The report outlines key information regarding the company's structure and operations, including its recent merger with QIND. The report indicates that the merger may lead to significant changes in company management and control over the Class A Ordinary Shares. It highlights risks related to the merger process, such as integration costs and the impact on shareholder interests. The report also details financial results, notes uncertainties in the hydrogen business sector, and mentions the necessity for additional funding to sustain operations. Furthermore, it emphasizes potential challenges in regulatory compliance and market competition in light of the merger.

Form Type: 6-K/A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025022234

Filing Summary: Fusion Fuel Green PLC entered into a Stock Purchase Agreement to acquire approximately 69.36% of Quality Industrial Corp.'s capital stock. The acquisition involves the purchase of 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock, with Fusion Fuel issuing 3,818,969 Class A ordinary shares and 4,171,327 Series A Convertible Preferred Shares. Post-acquisition, Quality Industrial will operate as a majority-owned subsidiary of Fusion Fuel, which plans to merge Quality Industrial into a new wholly-owned subsidiary, making it a wholly-owned entity. The Filing also includes updated risk factors, financial statements, and pro forma combined consolidated information reflecting these transactions. The document updates previous reports and incorporates additional financial disclosures and risk assessments related to the acquisition process and expected integration with Nasdaq listing requirements.