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

 

FORM6-K

 

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

 

For the month of: July, 2025.

 

Commission File Number: 001-39789

 

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

 

9 Pembroke Street Upper

Dublin D02 KR83

Ireland
(Address of principal executive office)

 

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

 

Form 20-F ☒          Form 40-F ☐

 

 

 

 

 

 

On July 28, 2025,Fusion Fuel Green PLC, an Irish public limited company (the “Company”), increased the maximum aggregate offering price ofthe Company’s Class A ordinary shares with a nominal value of $0.0035 each (“Class A Ordinary Shares”) issuable underthe At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), dated as of May16, 2025 (the “ATM Agreement”), to up to an aggregate of $4,184,136, which does notinclude $2,063,999 of securities that were sold pursuant to General Instruction I.B.5 of Form F-3 during the 12-calendar month periodthat ends on and includes the date hereof, and filed a prospectus supplement (the “Current Prospectus Supplement”). A copyof the legal opinion as to the legality of the $4,184,136 of Class A Ordinary Shares issuable under the ATM Agreement and covered bythe Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

 

This Reporton Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286198, 333-286202,333-251990, 333-264714 and 333-276880) and Form S-8 (File No. 333-258543) and the prospectuses thereof and any prospectus supplementsor amendments thereto.

 

Exhibit No.   Description
5.1   Opinion of Arthur Cox LLP
23.1   Consent of Arthur Cox LLP (included in Exhibit 5.1)

 

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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: July 28, 2025 /s/ John-Paul Backwell
  John-Paul Backwell
  Chief Executive Officer

 

 

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Exhibit 5.1

 

 

Our Reference: FU049/003

 

28 July 2025

 

PRIVATE AND CONFIDENTIAL

 

To:          The Directors

Fusion Fuel Green plc (the “Company”)

9 Pembroke Street Upper

Dublin 2

D02 T380

Ireland

  

 

Dear Directors,

 

1.Basis of Opinion

 

1.1We have acted as solicitors in Ireland for the Company, a public limited company organised under the lawsof Ireland with registration number 669283 in connection with the preparation of a prospectus supplement, dated 28 July 2025 (the “ProspectusSupplement”), to the registration statement on Form F-3 (Registration No. 333-264714) (the “Registration Statement”)filed by the Company with the United States Securities and Exchange Commission (the “SEC”) under the Securities Actof 1933, as amended (the “Act”), relating to the proposed issuance and sale by the Company of Class A Ordinary Sharesof the Company, par value $0.0035 per Share having an aggregate offering price of up to US$4,184,136 (the “Shares”),pursuant to an At The Market Offering Agreement (the “Sales Agreement”) dated 16 May 2025, by and among the Companyand H.C. Wainwright & Co., LLC (the “Transaction”). The Shares are to be issued and/or sold pursuant to the ProspectusSupplement, the prospectus supplement, dated 16 May 2025, and the base prospectus included in the Registration Statement dated 13 May2022 (together with the Prospectus Supplement, the “Prospectus”). The Sales Agreement was furnished as an exhibit toa Report on Form 6-K on 16 May 2025 and was incorporated by reference into the Registration Statement.

 

1.2This Opinion is solely for the benefit of the addressee of this Opinion and may not be relied upon, used,transmitted, referred to, quoted from, circulated, copied, filed with any governmental agency or authority, disseminated or disclosedby or to any other person or entity for any purpose(s) without our prior written consent. However, we hereby consent to the filing ofthis Opinion as an exhibit to the Report on Form 6-K, which will be incorporated by reference into and deemed part of the RegistrationStatement, and to the references to our firm under the caption “Legal Matters” in the Prospectus Supplement forming a partof the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consentis required within Section 7 of the Act or the rules and requisitions of the Securities and Exchange Commission thereunder.

 

 

 

 

 

1.3This Opinion is given on the basis that our client is the Company. For the purposes of giving this Opinion,we have taken instructions solely from that client.

 

1.4This Opinion is confined to and given in all respects of the basis of the laws of Ireland (meaning Irelandexclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland.

 

1.5We have made no investigations of and we express no opinion as to the laws of any other jurisdiction orthe effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other thanIreland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such lawsdo not prohibit and are not inconsistent with any of obligations or rights expressed in the Sales Agreement or Prospectus Supplement orthe transactions contemplated thereby.

 

1.6This Opinion is strictly confined to:

 

(a)the matters expressly stated herein and is not to read as extending by implication or otherwise to anyother matter; and

 

(b)the Prospectus Supplement and Sales Agreement (and no other document whatsoever) and the searches listedin paragraph 1.10 below (the “Searches”) (and no other searches whatsoever),

 

and is subject to the assumptions andqualifications set out below.

 

1.7We express no opinion and make no representation or warranty, as to any matter of fact or in respect ofany documents which may exist in relation to the Transaction other than the Sales Agreement and the Prospectus Supplement.

 

1.8In giving this Opinion, we have relied upon the Searches and we give this Opinion expressly on the termsthat no further investigation or diligence in respect of any matter referred to in the Searches is required of us.

 

1.9For the purposes of this Opinion, we have reviewed:

 

(a)the constitution of the Company as at the date of this Opinion (the “Constitution”);

 

(b)the Searches;

 

(c)the Sales Agreement;

 

(d)the Prospectus Supplement; and

 

(e)minutes of a meeting of the Board of Directors of the Company dated 30 April 2025 and written resolutionsof the Board of Directors of the Company dated 20 May 2025.

 

1.10For the purpose of giving this Opinion, we have caused to be made the following legal searches againstthe Company on 28 July 2025:

 

(a)on the file of the Company maintained by the Registrar of Companies in the Companies Registration Office(the “CRO”) for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver,examiner or liquidator;

 

(b)in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like forthe twelve years immediately preceding the date of the search; and

 

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(c)in the Central Office of the High Court for any proceedings or petitions filed in respect of the Companyin the last two years.

 

1.11This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpretedby the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees, for our benefit, that the Courts of Irelandshall have exclusive jurisdiction to settle any dispute arising out of, or in connection with, this Opinion. This Opinion speaks onlyas of its date. We assume no obligation to update this Opinion at any time or to advise the addressee of this Opinion of any change inlaw or change in interpretation of law which may occur after the date of this Opinion.

 

1.12No opinion is expressed on the taxation consequences of the Transaction and any of the matters contemplatedthereby.

 

2.Opinion

 

Subject to the assumptions and qualificationsset out in this Opinion, we are of the opinion that:

 

2.1the Company is a public limited company and is duly incorporated and validly existing under the laws ofIreland;

 

2.2when the Shares are issued or sold and paid for as contemplated in the Prospectus Supplement and SalesAgreement, and are registered in the register of members of the Company, such Shares will be validly issued, fully paid or credited asfully paid and non-assessable; and

 

2.3the Company has the requisite corporate capacity to issue the Shares.

 

3.Assumptions

 

For the purpose of giving this Opinionwe assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independentlyany assumption:

 

Authenticity and bona fides

 

3.1The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions,minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies)conformity to the originals of copy documents, the genuineness of all signatures (electronic or otherwise), stamps and seals thereon,that any signatures (electronic or otherwise) are the signatures of the persons who they purport to be, that each witness to a signatureactually witnessed that signature, and that each original was executed in the manner appearing on the copy.

 

3.2That the register of members of the Company is up to date and has been correctly completed in accordancewith the Constitution and the Companies Act 2014 (the “2014 Act”). That the final executed version of the Sales Agreementand final filed version of the Prospectus Supplement correspond in all respects with the last or final drafts of the Sales Agreement andProspectus Supplement submitted to us.

 

3.3That each director of the Company has disclosed any interest which he may have in the Transaction in accordancewith the provisions of the 2014 Act and the Constitution and none of the directors of the Company has any interest in the Transactionexcept to the extent permitted by the Constitution.

 

3.4The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the partiesto the documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers.

 

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Restrictions and Disqualifications

 

3.5That no person who has been appointed or acts in any way, whether directly or indirectly, as a directoror secretary of, or who has been concerned in or taken part in the promotion of, the Company has:

 

(a)been the subject of any declaration, order or deemed order for disqualification or restriction under the2014 Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or

 

(b)received any notice under the 2014 Act (including Part 14, Chapter 5 thereof) or any analogous legislationregarding a disqualification or restriction undertaking.

 

Accuracy of Searches and the CorporateCertificate

 

3.6The accuracy and completeness of the information disclosed in the Searches and that such information isaccurate as of the date of this Opinion and has not since the time of such Search been altered. In this connection, it should be notedthat:

 

(a)the matters disclosed in the Searches may not present a complete summary of the actual position on thematters we have caused searches to be conducted for;

 

(b)the position reflected by the Searches may not be fully up-to-date; and

 

(c)searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolutionhas been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examinerto, the Company or its assets.

 

No other information and compliance

 

3.7That the Prospectus Supplement and the Sales Agreement and the documents contemplated therein and theforms attached as exhibits thereto relating to the issuance and sale of the Shares are the only documents relating to the subject matterof this Transaction and that there are no agreements or arrangements in existence between the parties to the documents contemplated bythe Prospectus Supplement or the Sales Agreement which in any way amend or vary the terms of the Prospectus Supplement and/or Sales Agreementor in any way bear upon or are inconsistent with the opinions stated herein.

 

Authority, Capacity, Execution andEnforceability

 

3.8The entry into the Sales Agreement, the filing of the Prospectus Supplement and the issuance and saleof the Shares: (i) does and will not contravene the laws of any jurisdiction outside Ireland; (ii) does not and will not result in anybreach of any agreement, instrument and obligation to which any party thereto is a party; and (iii) will not be illegal or unenforceableby virtue of the laws of that jurisdiction.

 

3.9That the Shares will be issued and sold in the manner contemplated in the Prospectus Supplement and theSales Agreement.

 

3.10That, at the time of the issuance and sale of any of the Shares, the effectiveness of the ProspectusSupplement (including any post-effective amendments) shall not have been terminated or rescinded.

 

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3.11That any document recording the authorisation of the transactions contemplated by the Sales Agreementand Prospectus Supplement, including any issue of Shares, is a true, complete and accurate record of an authorisation which is valid inall respects.

 

3.12That all authorisations, approvals or licences required under any law for any party (other than the Company)to enter into or to perform any of its obligations under a transaction contemplated by the Sales Agreement and Prospectus Supplement havebeen obtained, remain valid and subsisting and have been complied with.

 

3.13That no law or official directive of any jurisdiction, other than the laws of Ireland, affects any ofthe opinions expressed.

 

3.14That, insofar as any obligation under any document examined is to be performed in any jurisdiction otherthan Ireland, its performance will not be illegal or unenforceable under the law of that jurisdiction.

 

3.15That the formalities for execution required by the law of the place of execution of each document examinedhave or will be complied with.

 

3.16That the Company will comply with its obligations under, and the representations and warranties containedin the documents referred to in, the Sales Agreement and Prospectus Supplement.

 

Shares

 

3.17That the board of directors of the Company will approve the allotment and issue of the Shares in accordancewith the Constitution and the 2014 Act and such Shares will be issued in compliance with the Constitution and the 2014 Act.

 

3.18That the Sales Agreement constitutes valid and legally binding obligations of the other parties thereto,enforceable against such parties in accordance with its terms. That, upon issue, each holder of the Shares will have fully paid the amountpayable to the Company for their Shares.

 

3.19That, upon issue, the Shares will be duly registered and will continue to be registered in the Company’sregister of members.

 

3.20That any issue of the Shares will be in compliance with the 2014 Act, the Takeover Panel Act, 1997, TakeoverRules, 2013 of Ireland (as may be amended), and all other applicable Irish company, takeover, securities, market abuse, insider dealinglaws and other rules and regulations.

 

Solvency and Insolvency

 

3.21That:

 

(a)the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the 2014Act or any analogous provisions under any applicable laws immediately after the filing of the Prospectus Supplement; and

 

(b)the Company will not as a consequence of doing any act or thing which theSales Agreement or Prospectus Supplement contemplates, permits or requires the relevant party to do, be unable to pay its debts withinthe meaning of such Sections or any analogous provision under any applicable laws.

 

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3.22That, upon the opening of any insolvency proceedings pursuant to Regulation (EU) 2015/848 of the EuropeanParliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “Recast EU Insolvency Regulation”),the Company will have its “centre of main interests” (as that term is used in Article 3(1) of the Recast EU Insolvency Regulation)in Ireland being the jurisdiction in which the Company has its registered office and will not have an “establishment” (beingany place of operations where a debtor carries out or has carried out in the 3-month period prior to the request to open main insolvencyproceedings a non-transitory economic activity with human means and assets) as defined in Article 2(10) of the Recast EU Insolvency Regulationoutside Ireland.

 

4.Qualifications

 

The opinions set out in this Opinionare subject to the following reservations:

 

Enforcement and binding effect

 

4.1The description of obligations in this Opinion as “enforceable” refers to the legal characterof the obligations assumed by the relevant party under the relevant instrument. It implies no more than the obligations are of a characterwhich the laws of Ireland recognise and will in certain circumstances enforce. In particular, it does not mean or imply that the relevantinstrument will be enforced in all circumstances in accordance with its terms or by or against third parties or that any particular remedywill be available. In particular (without limiting the foregoing):

 

(a)the binding effect and enforceability of the obligations of the Company contemplated under the Sales Agreementor Prospectus Supplement may be limited by liquidation, insolvency, bankruptcy, receivership, court protection, examinership, moratoria,reorganisation, reconstruction, company voluntary arrangements, fraud of creditors, fraudulent preference of creditors or similar lawswhether in Ireland or elsewhere affecting creditors’ rights generally;

 

(b)the binding effect and enforceability of the obligations of the Company under the Sales Agreement or ProspectusSupplement may also be limited as a result of the provisions of the laws of Ireland applicable to contracts held to have become frustratedby events happening after their execution, and any breach of the terms of any document by the party seeking to enforce such document;

 

(c)enforcement may be limited by general principles of equity. In particular, equitable remedies are notavailable where damages are considered to be an adequate remedy; the remedy of specific performance is discretionary and will not normallybe ordered in respect of a monetary obligation; and injunctions are granted only on a discretionary basis and accordingly we express noopinion on such matters;

 

(d)claims may become barred under the Statute of Limitations 1957 or may be or become subject to the defenceof set-off or counterclaim;

 

(e)enforcement will be subject to, netting, claims and attachment and any other rights of another party toa contract; and

 

(f)enforcement may be limited by reason of fraud.

 

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4.2Where any obligations of any person are to be performed in jurisdictions outside Ireland, such obligationsmay not be enforceable under Irish law to the extent that performance thereof would be illegal under the laws of any such jurisdictionor contrary to public policy under the laws of any such jurisdiction and an Irish court may take into account the law of the place ofperformance in relation to the manner of performance and to the steps to be taken in the event of defective performance.

 

4.3Where a judgment creditor seeks to enforce his judgment, he can only do so in accordance with the applicablerules of Irish courts. The making of an execution order against particular assets, such as a charging order over land or a beneficialinterest therein or most types of investment or a third party debt order over a bank account or certain other debts, is a matter for theCourt’s discretion.

 

General Matters

 

4.4A determination or a certificate as to any matter provided for in the Sales Agreement may be held by anIrish court not to be final, conclusive or binding if such determination or certificate could be shown to have an unreasonable, incorrector arbitrary basis or not to have been given or made in good faith.

 

4.5Where a party to the Sales Agreement is vested with a discretion or may determine a matter in its opinion,Irish law may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

 

4.6A particular course of dealing among the parties or an oral amendment, variation or waiver may resultin an Irish court finding that the terms of the Sales Agreement have been amended, varied or waived even if such course of dealing ororal amendment, variation or waiver is not reflected in writing among the parties.

 

4.7The effectiveness of any provisions in the Sales Agreement excusing a party from a liability or duty otherwiseowed are limited by Irish law, particularly in relation to a fundamental breach of the contract.

 

4.8We express no opinion as to any obligation which the Sales Agreement may purport to establish in favourof any person who is not a party thereto.

 

4.9Any provision of any of the Sales Agreement which constitutes, or purports to constitute, a restrictionon the exercise of any statutory power by any party thereto or any other person may be ineffective.

 

4.10To the extent that any matter is expressly to be determined by future agreement or negotiation, the relevantprovision may be unenforceable or void for uncertainty.

 

Due Diligence and Searches

 

4.11Other than the Searches, we have not conducted any other searches whatsoever. We have conducted no duediligence nor have we reviewed or considered the regulatory status or compliance of the Company or any other person or body corporate.We have not conducted any due diligence on any person or body corporate, and in particular have not considered any due diligence on anyof the parties to, or direct or indirect beneficiaries of, the Sales Agreement or enquired or investigated as to whether they hold appropriatelicenses or approvals.

 

Yours faithfully,  
   
/s/ Arthur Cox LLP  
ARTHUR COX LLP  

 

 

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