Fusion Fuel Green PLC 20-F for FY2023

Fusion Fuel Green PLC (HTOO)

20-F 2024-04-30 For: 2023-12-31

Added on April 08, 2026

About this 20-F

Fusion Fuel Green PLC filed this 20-F on April 30, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: 4.14M EUR
Net loss: 31.02M EUR; compared with a net loss of 27.35M EUR a year earlier
Diluted EPS: -2.12 EUR; compared with -2.05 EUR a year earlier

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $0.0001 par value per share	HTOO	The Nasdaq Stock Market LLC
Warrants to purchase Ordinary Shares	HTOOW	The Nasdaq Stock Market LLC

Large, accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☐

	Page
INTRODUCTION	i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
PART I	1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3. KEY INFORMATION	1
ITEM 4. INFORMATION ON THE COMPANY	31
ITEM 4A. UNRESOLVED STAFF COMMENTS	45
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	45
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	53
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	59
ITEM 8. FINANCIAL INFORMATION	63
ITEM 9. THE OFFER AND LISTING	64
ITEM 10. ADDITIONAL INFORMATION	64
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	76
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	77
PART II	77
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	77
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	77
ITEM 15. CONTROLS AND PROCEDURES	77
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	79
ITEM 16B. CODE OF ETHICS	79
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	79
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	79
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	79
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	79
ITEM 16G. CORPORATE GOVERNANCE	79
ITEM 16H. MINE SAFETY DISCLOSURE	80
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	80
ITEM 16J. INSIDER TRADING POLICIES	80
ITEM 16K. CYBERSECURITY	80
PART III	80
ITEM 17. FINANCIAL STATEMENTS	80
ITEM 18. FINANCIAL STATEMENTS	81
ITEM 19. EXHIBITS	81

	·	An investment in the Class A Ordinary Shares may result in uncertain U.S. federal income tax consequences.

	·	In certain limited circumstances, dividends paid by Fusion Fuel may be subject to Irish dividend withholding tax.

	·	Dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

	·	Class A Ordinary Shares or Warrants received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

	●	the amount of cash available per share, including for payment of dividends in the future, may decrease;

	●	the relative voting strength of each previously outstanding Class A Ordinary Share may be diminished; and

	●	IEC 62760, which specifies requirements for determining the energy output and performance ratio for CPV modules, arrays, assemblies and power plants using an on-sun, measurement-based method. This certification standard defines the procedure that should be used to rate the power on the CPV modules.
	●	IEC 62688, which is a safety standard that describes the fundamental construction and testing requirements for CPV modules and assemblies to provide safe electrical and mechanical operation during their expected lifetime.

Name	Age	Position
Jeffrey E. Schwarz	65	Chairman of the Board^(1)(2)(3)
Frederico Figueira de Chaves	40	Chief Executive Officer and Director
Gavin Jones	37	Chief Financial Officer
Andre Antunes	45	Chief Operating Officer
João Teixeira Wahnon	54	Chief of Business Development Officer
Jaime Silva	56	Chief Technology Officer and Head of Innovation
Theresa Jester	66	Director^(1)(2)(3)
Rune Magnus Lundetrae	47	Director^(1)(2)(3)
Alla Jezmir	43	Director^(1)(2)(3)
David Lovell	68	Chief Executive Officer of Fusion Fuel Australia
Mario Garma	47	Chief Engineering Officer

Jeffrey E. Schwarz	Class III
Frederico Figueira de Chaves	Class I
Theresa Jester	Class I
Rune Magnus Lundetrae	Class II
Alla Jezmir	Class II

Name and Address of Beneficial Owner (1)	Class A Shares	% Total Voting Power
Officers and Directors
Jeffrey Schwarz (2)	1,647,733	11.34	%
Rune Magnus Lundetrae (3)	87,343	*
Alla Jezmir (4)	57,581	*
Theresa Jester (5)	56,934	*
Joao Wahnon (6)	299,833	2.06	%
Frederico De Chaves (7)	566,777	3.90	%
Jaime Silva (8)	138,333	*
Mario Garma	4,799	*
Gavin Jones	2,012	*
All	2,861,346	19.69	%

Greater than 5% Shareholders
Negordy S.A (9)	2,605,000	17.93	%
Wendy Schwarz (10)	791,989	5.45	%
MAK Capital Fund LP (11)	2,742,118	18.87	%
Richard Leahy (12)	905,697	5.1	%

		12 Months ended December 31, 2023		12 Months ended December 31, 2022

Audit Fees (1)	€	355,000	€	357,250
Taxation Fees	€	—	€	—
Other	€	—	€	25,000
Total	€	355,000	€	382,250

Exhibit No.	Description	Included	Form	Filing Date
2.1	Amended and Restated Business Combination Agreement.	By Reference	F-4/A	November 5, 2020
3.1	Memorandum and Articles of Association of Fusion Fuel Green plc.	By Reference	20FR12B	December 17, 2020
4.1	Specimen Class A Ordinary Share Certificate of Fusion Fuel Green plc.	By Reference	F-4/A	October 9, 2020
4.2	Specimen Warrant Certificate of Fusion Fuel Green plc.	By Reference	F-4/A	October 9, 2020
4.3.1	Novation Agreement between HL Acquisitions Corp., Fusion Fuel Green plc, and Continental Stock Transfer & Trust Company.	By Reference	20FR12B	December 17, 2020
4.3.2	Amended and Restated Warrant Agreement between Fusion Fuel Green plc and Continental Stock Transfer & Trust Company.	By Reference	20FR12B	December 17, 2020
4.4	Description of Securities	By Reference	20-F	May 16, 2023
4.5	Form of Indemnification Agreement with Fusion Fuel Green plc’s directors and executive officers.	By Reference	F-4/A	November 5, 2020
4.6	Form of Managing Agreement between Fusion Welcome – Fuel, S.A. and its executive officers.	By Reference	F-4	August 12, 2020
4.7	Amended and Restated Registration Rights Agreement between HL Acquisitions Corp., Fusion Fuel Green plc, certain former shareholders of HL Acquisitions Corp., EarlyBirdCapital, Inc., and certain former shareholders of Fusion Welcome – Fuel, S.A., dated December 10, 2020.	By Reference	20FR12B	December 17, 2020
4.8	At Market Issuance Sales Agreement between Fusion Fuel Green plc, B. Riley Securities, Inc., Fearnley Securities Inc. and H.C. Wainwright & Co., LLC, dated June 6, 2022	By Reference	6-K	June 6, 2022
4.9	English Translation of Contract of Disposal of Intellectual Property between Fusion Welcome – Fuel, S.A. and MagP Invocao, S.A., dated September 13, 2018.	By Reference	F-4/A	September 21, 2020
4.10	English Translation of Amendment to Contract of Disposal of Intellectual Property, between Fusion Welcome – Fuel, S.A. and MagP Invocao, S.A., dated May 22, 2020.	By Reference	F-4/A	October 9, 2020
4.11	English Translation of Production Capacity Reservation, between Fusion Welcome – Fuel, S.A. and MagP Invocao, S.A., dated June 1, 2020.	By Reference	F-4/A	September 21, 2020
4.12	Sub-Lease Agreement, between Fusion Welcome – Fuel, S.A. and MagP Invocao, S.A., dated September 25, 2020.	By Reference	F-4/A	October 9, 2020
4.13	Special Eligibility Agreement for Securities, dated as of December 10, 2020, among the Depository Trust Company, Cede & Co., National Securities Clearing Corporation, Fusion Fuel Green plc, and Continental Stock Transfer & Trust Company.	By Reference	F-4/A	November 5, 2020
4.14	Form of Subscription Agreement of Fusion Fuel Green plc.	By Reference	F-4/A	October 9, 2020

4.15	Form of Non-Executive Director Appointment Letter.	By Reference	F-4/A	October 29, 2020
4.16	Employment Agreement between Fusion Fuel Green plc, Fusion Fuel USA, Inc., and Zachary Steele	By Reference	6-K	January 3, 2022
4.17	Employment Agreement between Fusion Fuel Green plc, Fusion Fuel USA, Inc., and Jason Baran	By Reference	6-K	January 3, 2022
4.18	Contingent Consideration Termination Agreement between Fusion Fuel Green plc, Fusion Welcome – Fuel, S.A., and certain shareholders of Fusion Welcome – Fuel, S.A.	By Reference	6-K	January 3, 2022
4.19***	Fusion Fuel Spain Shareholders Agreement	By Reference	20-F	May 16, 2023
4.20	Sale Agreement	By Reference	20-F	May 16, 2023
4.21	Lease Agreement	By Reference	20-F	May 16, 2023
8.1	List of Subsidiaries.	By Reference	20-F	May 16, 2023
12.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herewith	--	--
12.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Herewith	--	--
13.1	Certification of Principal Executive, Financial, and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herewith	--	--
13.2	Certification of Principal Executive, Financial, and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Herewith	--	--
15.1	Consent of KPMG	Herewith	--	--
97.1	Policy Relating to Recovery of Erroneously Awarded Compensation	Herewith	--	--
99.1	List of Relevant Territories for the Purposes of Irish Dividend Withholding Tax	By Reference	20-F	May 16, 2023

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101).

*	Management compensation contract, plan or arrangement.

**	Certain provisions of this exhibit have been omitted, as such provisions (i) are not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

***	Schedules and similar attachments to this exhibit are omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or attachment to the SEC upon request.

	FUSION FUEL GREEN PLC

	By:	/s/ Gavin Jones
	Name:	Gavin Jones
	Title:	Chief Financial Officer


			As at December 31
	Note			2023		2022
				€’000		€’000
Non-current assets
Property, plant and equipment		14		24,776		21,273
Intangible assets		13		5,076		5,350
Other assets				1,176		-
Total non-current assets				31,028		26,623

Current assets
Assets held for sale		16		833		-
Inventory		10		3,672		22,336
Prepayments and other receivables		18		4,919		8,242
Contract assets		4		752		-
Cash and cash equivalents		17		1,147		8,164
Total current assets				11,323		38,742

Total assets				42,351		65,365

Non-current liabilities
Lease liability		9		9,958		7,651
Deferred income		20		9,299		2,925
Total non-current liabilities				19,257		10,576

Current liabilities
Trade and other payables		19		15,312		7,262
Provisions		21		609		8,403
Contract liabilities		4		587		-
Deferred income		20		-		186
Cost accruals				1,764		1,934
Derivative financial instruments – warrants		23		765		7,651
Loans and borrowings		18		1,326		-
Total current liabilities				20,363		25,436

Total liabilities				39,620		36,012

Net assets				2,731		29,353

Equity
Share capital		22		2		2
Share premium				220,157		217,156
Share-based payments reserve				5,365		3,972
Retained earnings				(222,793	)	(191,777	)
Total equity				2,731		29,353


			For the years ended December 31
	Note			2023		2022		2021
				€’000		€’000		€’000
Revenue		4		4,144		-		-
Cost of sales		5		(20,088	)	(8,765	)	-
Gross loss				(15,944	)	(8,765	)	-

Operating expenses
Other income				199		172		-
Administration expenses		6		(15,835	)	(18,416	)	(7,510	)
Research and development expense				(1,925	)	(908	)	(182	)
Share-based payment (expense)/ credit		8		(1,393	)	(3,509	)	841
Impairment of property, plant and equipment		14		(2,165	)	(3,321	)	-
Operating loss				(37,063	)	(34,747	)	(6,851	)

Net finance income
Finance income		7		51		1,379		2,713
Interest receivable and similar income				58		25		-
Finance costs		7		(544	)	(962	)	(23	)
Derivative financial instruments at FVTPL		23		6,886		7,620		28,354
Net finance income/ (costs)				6,451		8,062		31,044

Share of losses of equity-accounted investees		12		(245	)	(628	)	(629	)

(Loss) / profit before tax				(30,857	)	(27,313	)	23,564
Income tax expense		11		(159	)	(34	)	-
Total comprehensive (loss) / income for the year				(31,016	)	(27,347	)	23,564

Basic (loss)/ earnings per share		25		(2.12	)	(2.05	)	1.80

Diluted (loss)/ earnings per share		25		(2.12	)	(2.05	)	1.79


	Number of shares outstanding	Share capital	Share premium	Share-based payment reserve		Retained earnings		Total
		€’000	€’000	€’000		€’000		€’000

Balance at January 1, 2021	12,054,217	1	194,053	1,438		(188,128	)	7,364
Profit during the year	-	-	-	-		23,564		23,564
Total comprehensive income for the year	-	-	-	-		23,564		23,564
Issue of share capital:
Vesting of shares	10,000	-	-	(134	)	134		-
Exercise of warrants	1,059,506	1	10,050	-		-		10,051
Derecognition of warrant liability on exercise	-	-	9,374	-		-		9,374
Share based payments:
Equity-settled share-based compensation	-	-	-	(841	)	-		(841	)
Balance at December 31, 2021	13,123,723	2	213,477	463		(164,430	)	49,512

Balance at January 1, 2022	13,123,723	2	213,477	463		(164,430	)	49,512
Loss during the year	-	-	-	-		(27,347	)	(27,347	)
Total comprehensive income for the year	-	-	-	-		(27,347	)	(27,347	)
Issue of share capital:
ATM – share sales	681,926	-	3,679	-		-		3,679
Share based payments:
Equity-settled share-based compensation	-	-	-	3,509		-		3,509
Balance at December 31, 2022	13,805,649	2	217,156	3,972		(191,777	)	29,353

Balance at January 1, 2023	13,805,649	2	217,156	3,972		(191,777	)	29,353
Loss during the year	-	-	-	-		(31,016	)	(31,016	)
Total comprehensive income for the year	-	-	-	-		-		-
Issue of share capital:
Equity incentive plan	10,000	-	-	-		-		-
ATM – share sales	1,103,368	-	3,001	-		-		3,001
Share based payments:
Share based payments				(1,042	)	-		(1,042	)
Equity-settled share-based compensation	-	-	-	2,435		-		2,435
Balance at December 31, 2023	14,919,017	2	220,157	5,365		(222,793	)	2,731

Schedule of property plant equipment useful life
Plant and machinery	3-10 years
Hydrogen production plant – internal	8-20 years
Office and other equipment	3-10 years
Leases	Lease term

Schedule of intangible assets useful life
Software	3 years
Completed development technology	3 years
Intellectual property	Indefinite useful life

Schedule of recognized revenue
	2023	2022
	€’000	€’000
Contract assets	752	-
Contract liabilities	587	-
Receivables, which are included in “Prepayments and other receivables”	270	-

Schedule of cost sales
	2023		2022	2021
	€’000		€’000	€’000
Technology sales	9,011		-	-
Write-off/scraping of inventory	15,227		362	-
Onerous contract provision – (usage/reversal)/expense (Note 21)	(7,794	)	8,403	-
Impairment of property, plant and equipment – HEVO-Sul	3,317		-	-
Raw materials sales	327		-	-
	20,088		8,765	-

Schedule of administration expenses
	2023	2022	2021
	€’000	€’000	€’000
Wages and salaries	7,649	8,706	2,970
Depreciation and amortization	1,547	1,002	351
Professional fees	1,605	1,722	1,397
Consulting fees	1,816	2,068	1,085
Other expenses	3,218	4,918	1,707
Total Administration expenses	15,835	18,416	7,510

Schedule of finance costs income
	2023		2022	2021
	€’000		€’000	€’000
Finance costs
Interest and similar expenses	549		62	23
Other finance income/(costs)	(5	)	-	-
Fair value loss on short-term investments	-		900	-
Finance costs	544		962	23

Finance income
Foreign exchange variances	51		1,379	2,392
Fair value gain on short-term investments	-		-	47
Other finance income	-		-	274
Finance income	51		1,379	2,713

Schedule of restricted share units
	Number of RSUs					Weighted average grant date fair value per share
		2023		2022			2023		2022
As at 1 January		87,642		42,896		$	11.43	$	12.24
Granted during the year		68,273		59,441		$	3.78	$	8.00
Vested during the year (1)		(86,566	)	(14,253	)	$	10.63	$	12.17
Forfeited during the year		(14,396	)	(442	)	$	11.77	$	12.24
As at December 31		54,953		87,642		$	10.20	$	11.43

Schedule of range of assumptions
	Tranche 1			Tranche 2			Directors
Volatility		70.91	%		70.91	%		80.38	%
Expected term in years		7			7			6.92
Dividend rate		0	%		0	%		0	%
Risk-free interest rate		1.58	%		1.58	%		1.31	%
Hurdle price		-		$	18			-
Exercise price	$	10.50		$	10.50		$	4.26
Share price	$	9.42		$	9.42		$	4.02
Fair value of option on grant date	$	6.14		$	6.18		$	2.87

Schedule of option outstanding
	Number of options			Weighted average Grant date fair value per share
Options outstanding December 31, 2021	-		$	-
Granted	2,128,554		$	5.21
Vested	(461,887	)	$	3.31
Forfeited	-			-
Options outstanding December 31, 2022	1,666,667		$	5.21
Granted during the year	154,074		$	2.87
Vested during the year	(354,074	)	$	4.71
Forfeited during the year	(666,667	)		6.16
Options outstanding December 31, 2023	800,000		$	6.14

Schedule of incentive shares
	Number of shares			Weighted average Grant date fair value per share
Incentive shares outstanding December 31, 2021		30,000		$	23
Granted		-			-
Vested		-			-
Forfeited		(25,000	)		-
Incentive shares outstanding December 31, 2022		5,000		$	23
Granted		-			-
Vested		-			-
Forfeited		-			-
Incentive shares outstanding December 31, 2023		5,000		$	23

Schedule of reconciliation to statement of profit or loss
	2023		2022	2021
	€’000		€’000	€’000
2020 Earn-Out	-		-	(1,400	)
RSUs	464		526	228
Incentive shares	5		21	331
Options	1,956		2,962	-
Forfeiture of options - Reversal of expense	(1,032	)	-	-
Share-based payment expense/ (credit)	1,393		3,509	(841	)

Schedule of right-of-use assets
	Equipment			Properties			Vehicles			Land			Total
	€’000			€’000			€’000			€’000			€’000

January 1, 2022		-			357			249			186			792
Additions right-of-use assets		48			6,673			274			-			6,995
Revaluation of right-of-use assets		-			708			-			-			708
Derecognition of right-of-use assets		-			-			(44	)		-			(44	)
Depreciation charge for the period		(3	)		(360	)		(84	)		(7	)		(454	)
January 1, 2023		45			7,378			395			179			7,997
Additions right-of-use assets		36			-			230			2,806			3,072
Revaluation of right-of-use assets		-			150			-			-			150
Derecognition of right-of-use assets														-
Depreciation charge for the period		(24	)		(702	)		(126	)		(98	)		(950	)
December 31, 2023		57			6,826			499			2,887			10,269

Schedule of statement of profit or loss
	2023	2022	2021
	€’000	€’000	€’000
Interest on lease liabilities	530	32	22
Expenses relating to short-term leases	161	428	127
Depreciation of right-of-use assets	950	454	319

Schedule of statement of cash flows
	2023	2022	2021
	€’000	€’000	€’000
Total cash outflow for leases	1,291	1,314	470

Schedule of future minimum lease liabilities
	Future minimum lease payments 2023	Interest 2023	Present value of minimum lease payments 2023
	€’000	€’000	€’000
Less than one year (note 19)	1,343	517	826
Between two and five years	4,216	2,262	1,954
More than five years	11,364	3,360	8,004
	16,923	6,139	10,784

Schedule of reconciliation of lease liabilities
Reconciliation of lease liabilities is as follows:
	€’000
Balance at January 1, 2022	800
Payment of lease liabilities	(445	)
New leases	7,303
Revaluations	708
Derecognition	(44	)
Interest expense	32
Interest paid	(32	)
Balance at January 1, 2023	8,322
Payment of lease liabilities	(760	)
New leases	3,072
Revaluations	151
Derecognition	-
Interest expense	530
Interest paid	(530	)
Balance at December 31, 2023	10,785

Schedule of Lease liabilities
	2023	2022
	€’000	€’000
Non-current
Lease liability	9,958	7,651

Current
Trade and other payables (note 19)	826	671
Balance at December 31	10,784	8,322