HTOO 6-K
Fusion Fuel Green PLC (HTOO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: December, 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 registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On December 31, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), entered into a supplement to letter agreement (the “BPLLC Engagement Letter Supplement”) with Bevilacqua PLLC, the Company’s outside securities counsel (“BPLLC”). The BPLLC Engagement Letter Supplement amended and supplemented that certain engagement agreement, dated October 30, 2024, between BPLLC and the Company. Under the BPLLC Engagement Letter Supplement, the Company agreed that the Company was obligated to pay BPLLC $395,502.28 for services rendered to the Company through November 30, 2025 by BPLLC (the “Outstanding Fees”). The BPLLC Engagement Letter Supplement provided that BPLLC agreed to deduct $200,000 from the Outstanding Fees, provided that on the date of the BPLLC Engagement Letter Supplement, the Company issued BPLLC a five-year warrant (the “BPLLC Warrant”) to purchase an aggregate of 71,429 Class A ordinary shares of the Company with a nominal value of $0.0035 each (“Class A Ordinary Shares”).
The BPLLC Warrant has an exercise price of $0.88 per share and provides for demand registration rights with respect to the Class A Ordinary Shares issuable upon exercise of the BPLLC Warrant (the “Warrant Shares”). In addition, the Company and BPLLC agreed to a volume cap on dispositions of the Warrant Shares, pursuant to which the holder of the BPLLC Warrant may not sell, transfer, or otherwise dispose of Warrant Shares on any trading day if such disposition would cause the holder’s total sales of Class A Ordinary Shares to exceed 10% of that day’s aggregate trading volume on the Company’s primary trading market.
The Company’s Chief Executive Officer, John-Paul Backwell, stated: “This agreement is part of our effort to reduce the burden on the Company’s cash balance with a close partner.”
The BPLLC Warrant and the BPLLC Engagement Letter Supplement are furnished as Exhibit 4.1 and Exhibit 10.1 to this Report on Form 6-K, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.
This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, and 333-276880) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.
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: January 8, 2026 |
/s/ John-Paul Backwell |
| John-Paul Backwell | |
| Chief Executive Officer |
Exhibit 4.1
Exhibit 10.1
T: 202.869.0888
W: bevilacquapllc.com
By Electronic Mail
December 31, 2025
John-Paul Backwell
Chief Executive Officer
Fusion Fuel Green PLC
9 Pembroke Street Upper
Dublin D02 KR83, Ireland
Re: Supplement to Engagement Letter No. 1
Dear JP:
This letter agreement (this “Supplement”) amends and supplements our existing engagement letter, dated October 30, 2024 (the “Engagement Letter”). Except as specified herein, our Engagement Letter remains unmodified and in full force and effect.
Through November 30, 2025, Fusion Fuel Green PLC (the “Company”) owes Bevilacqua PLLC (the “Firm”) a total of $395,502.28 (together with all amounts incurred after the date hereof but not paid, the “Outstanding Balance”). The Company has indicated that it is willing to settle $200,000 of the Outstanding Balance through the issuance of warrants as described below.
Accordingly, the parties desire to enter into a special fee arrangement. Subject to the Company complying with the terms of this Supplement, the Firm agrees to deduct $200,000 from the Outstanding Balance, provided that, on the date hereof, the Company shall grant us a five-year warrant to purchase a total of 71,429 Class A Ordinary Shares of the Company, at an exercise price of $0.88 per share, exercisable on a cashless basis, pursuant to the form attached hereto as Exhibit A (the “BPLLC Warrant”). Upon issuance of the BPLLC Warrant, Outstanding Balance shall be reduced by 200,000. By signing this Supplement, the Company acknowledges and agrees that the remaining Outstanding Balance, as so reduced, is owed to the Firm without any right to setoff or deduction from and does not dispute its obligation to pay the remaining Outstanding Balance in any way.
For the avoidance of doubt, unless credited toward the exercise price of the BPLLC Warrant, you will be required to pay all the remaining Outstanding Balance (as reduced by $200,000 upon issuance of the BPLLC Warrant).
Except as modified by this Supplement, our Engagement Letter remains in full force and effect.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
PG. 2 December 31, 2025 |  |
| Very truly yours, | ||
| Bevilacqua PLLC | ||
| By: | /s/ Louis A. Bevilacqua | |
| Louis A. Bevilacqua | ||
| Managing Member | ||
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE
WRITTEN:
| Fusion Fuel Green PLC | ||
| By: | /s/ John-Paul Backwell | |
| Name: | John-Paul Backwell | |
| Title: | Chief Executive Officer | |