HTOO 6-K/A
Fusion Fuel Green PLC (HTOO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K/A
(A****mendmentNo. 2)
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: November, 2024.
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
The Victorians
15-18 Earlsfort Terrace
Saint Kevin’sDublin 2, D02 YX28, 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 ☐
As previously reported in a Report on Form 6-K furnished by Fusion Fuel Green PLC, an Irish public limited company (the “Company”), to the Securities and Exchange Commission (the “SEC”) on November 20, 2024 (the “November 20 Form 6-K”), on November 18, 2024, the Company entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”), with Quality Industrial Corp., a Nevada corporation (“QIND”), Ilustrato Pictures International Inc., a Nevada corporation (“Ilustrato”), and certain other stockholders of QIND (together with Ilustrato, the “Sellers” and together with the Company, QIND and Ilustrato, the “Parties”). Under the Purchase Agreement, the Sellers agreed to sell an aggregate of 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock of QIND, constituting approximately 69.36% of the capital stock of QIND, to the Company. In exchange, the Company was required to issue 3,818,969 Class A ordinary shares with a nominal value of $0.0001 each (“Class A Ordinary Shares”), constituting 19.99% of the issued and outstanding Class A Ordinary Shares, and an aggregate of 4,171,327 Series A Convertible Preferred Shares with a nominal value of US$0.0001 each of the Company (the “Series A Preferred Shares”), to the Sellers, with provisions for the Series A Preferred Shares to convert (the “Share Conversion”) into 41,713,270 Class A Ordinary Shares, subject to adjustment, upon the later of (i) approval of the Company’s issuance of the underlying Class A Ordinary Shares by the Company’s shareholders in accordance with applicable Irish law and (ii) the clearance of an initial listing application filed by the Company with The Nasdaq Stock Market LLC (“Nasdaq”). The Purchase Agreement provided that, subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement, the Company was required to consummate the transactions (the “Transactions”) contemplated by the Purchase Agreement at the date (the “Acquisition Closing Date”) of the closing of the Transactions (the “Acquisition Closing”).
As previously reported in a Report on Form 6-K furnished by the Company to the SEC on November 27, 2024 (the “November 27 Form 6-K”), on November 26, 2024, the conditions to the Closing were satisfied in all material respects. As contemplated by the Purchase Agreement, following the Acquisition Closing, QIND will function as a majority-owned operating subsidiary of the Company, and the Company will consolidate the financial results and information of QIND with its own. Pursuant to the Purchase Agreement, following the Acquisition Closing Date, the Company, QIND, and the Sellers will enter into an agreement and plan of merger (the “Merger Agreement”). The Purchase Agreement states that the Purchase Parties intend that after the Closing, subject to the terms of the Merger Agreement and the receipt of any necessary shareholder, regulatory, and Nasdaq consents or approvals, QIND will merge into a newly-formed, wholly-owned Nevada subsidiary of the Company (the “Merger”). Upon completion of the Merger, QIND will become a wholly-owned subsidiary of the Company.
On December 26, 2024, the Company furnished a Report on Form 6-K to the SEC (the “December Form 6-K”), which included the Company’s unaudited interim condensed consolidated statements of financial position and unaudited condensed consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2024 and 2023. The financial statements included with the December Form 6-K were not reviewed by the Company’s auditor and were subject to adjustment.
On January 13, 2025, the Company furnished a Report on Form 6-K to the SEC (the “January Form 6-K” and together with the November 20 Form 6-K, the November 27 Form 6-K, and the December Form 6-K, the “Original Reports”), which included, as Exhibit 99.1 thereto, pro forma combined consolidated financial information of the Company and QIND as of November 26, 2024, after giving effect to the Transactions, the Merger, the Private Placement Closing (as defined in the January 13 Form 6-K), and the Company’s entry into the CEFF Purchase Agreement (as defined in the January Form 6-K).
On March 10, 2025, the Company furnished Amendment No. 1 on Form 6-K/A (the “Form 6-K/A No. 1”), which amended the Original Reports to include (1) updated disclosure under Item 3. Key Information – D. Risk Factors of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Annual Report”), filed with the SEC on April 30, 2024 (the “2023 Annual Report”), (2) updated disclosure under Item 4. Information on the Company of the 2023 Annual Report; (3) the Company’s unaudited interim condensed consolidated financial statements as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, and the notes related thereto; (4) the audited consolidated financial statements of QIND as of and for the fiscal years ended December 31, 2023 and 2022, the notes related thereto, and the Report of Independent Registered Public Accounting Firm Bush & Associates CPA LLC, dated March 10, 2025 (the “March 2025 Audit Report”); (5) the consent of Bush & Associates CPA LLC with respect to the March 2025 Audit Report; (6) the unaudited consolidated financial statements of QIND as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, and the notes related thereto; and (7) the unaudited pro forma combined consolidated financial information of the Company and QIND as of and for the six months ended June 30, 2024 and for the fiscal year ended December 31, 2023, and the notes related thereto, giving effect to the Transactions, which have occurred, and the Share Conversion and the Merger, as if each had occurred.
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This Amendment No. 2 on Form 6-K/A (this “Form 6-K/A No. 2”) amends the Form 6-K/A No. 1 to provide the unaudited pro forma condensed combined consolidated financial information of the Company and QIND as of and for the fiscal year ended December 31, 2024, and the notes related thereto, giving effect to the Share Conversion and the Merger, as if each had occurred in the manner described therein, which is attached hereto as Exhibit 99.1.
The pro forma condensed combined consolidated financial information included as Exhibit 99.1 to this Report on Form 6-K/A has been presented for informational purposes only, and does not purport to represent the actual results of operations that the Company and QIND would have achieved had the entities been combined at and during the period presented in the pro forma condensed combined consolidated financial information, and is not intended to project the future results of operations that the combined company may achieve following the transactions.
Other than as described above, this Form 6-K/A No. 2 does not amend the Form 6-K/A No. 1 or the Original Reports. This Form 6-K/A No. 2 does not purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the respective filing dates of the Original Reports except as expressly stated otherwise.
Forward-Looking Statements
This report on Form 6-K contains forward-looking statements and information relating to the Company that are based on the current beliefs, expectations, assumptions, estimates and projections of the Company’s management regarding the Company’s business and industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to the Company or the Company’s management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others, the Company’s ability to complete the acquisition of QIND and integrate its business, the ability of the Company, the Sellers and QIND to obtain all necessary consents and approvals in connection with the acquisition, obtain clearance from Nasdaq of an initial listing application in connection with the acquisition, obtain the Shareholder Approval, and the risks and uncertainties which are generally set forth under Item 3.D. “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the SEC on May 9, 2025 (the “Annual Report”). Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected.
All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
This Form 6-K/A No. 2 is incorporated by reference into the Company’s registration statements on Form F-3 (File 333-251990, 333-264714 and 333-276880) and Form S-8 (File No. 333-258543) and the prospectuses thereof and any prospectus supplements or amendments thereto.
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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: May 12, 2025 | /s/ John-Paul Backwell |
| John-Paul Backwell | |
| Chief Executive Officer |
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION AS OF
AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
On November 18, 2024, Fusion Fuel Green PLC, an Irish public limited company (“Fusion Fuel” or “HTOO”), entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”), with Quality Industrial Corp., a Nevada corporation (“QIND”), Ilustrato Pictures International Inc., a Nevada corporation (“Ilustrato”), and certain stockholders of QIND (together with Ilustrato, the “Sellers”). Pursuant to the Purchase Agreement, Fusion Fuel agreed to acquire beneficial ownership of a 69.36% stake in QIND (the “Acquisition”) from the Sellers, and in exchange, Fusion Fuel issued to the Sellers a total of 3,818,969 of its Class A ordinary shares (“Class A Ordinary Shares”) (representing 19.99% of Fusion Fuel’s issued shares), and 4,171,327 of Fusion Fuel’s Series A Convertible Preferred Shares (“Series A Preferred Shares”), which will convert (the “Share Conversion”) into 41,713,270 Class A Ordinary Shares upon Fusion Fuel shareholder approval and approval of an initial listing application by The Nasdaq Stock Market LLC (“Nasdaq”). Pursuant to the Purchase Agreement, QIND issued further shares to third parties, reducing Fusion Fuel’s 69.36% stake to 67.04%. On November 26, 2024, the Acquisition closed. As such, Fusion Fuel acquired a 67.04% stake in the equity of QIND on this date. The remaining 32.96% stake in QIND was held by a non-controlling interest (“NCI”) at this date.
Pursuant to the Purchase Agreement, Fusion Fuel, QIND, and the Sellers will enter into an agreement and plan of merger (the “Merger Agreement”). Subject to the terms of the Merger Agreement and the receipt of any necessary shareholder, regulatory, and Nasdaq consents or approvals, QIND will merge into a newly-formed, wholly-owned Nevada subsidiary of Fusion Fuel (the “Merger”). Upon completion of the Merger, QIND will become the surviving entity and a wholly owned subsidiary of Fusion Fuel and Fusion Fuel will acquire the remaining equity securities of QIND that were not acquired pursuant to the Acquisition.
The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Fusion Fuel and QIND and gives effect to the Acquisition, the Share Conversion, and the Merger in the manner described below.
The Acquisition, the Share Conversion, and the Merger are considered to be a business combination accounted for under the International Financial Reporting Standards (“IFRS”) acquisition method of accounting. In accordance with IFRS 3 - Business Combinations, Fusion Fuel has been identified as the accounting acquirer, and QIND as the target, for accounting purposes. Consequently, the accompanying pro forma financial statements consolidate QIND into Fusion Fuel’s financial statements for the period presented.
The assets acquired or to be acquired, and liabilities assumed or to be assumed, have been recorded at their estimated fair values at the date of the Acquisition. The purchase price has been allocated on a preliminary basis to the assets acquired or to be acquired and the liabilities assumed or to be assumed based upon estimates of their respective fair values, which are subject to potential adjustment upon finalization of the purchase price allocation.
The following unaudited condensed combined pro forma balance sheet as of December 31, 2024 gives effect to the Conversion and the Merger as if each had been completed as of December 31, 2024. The pro forma balance sheet does not present the Acquisition as a pro forma event, as Fusion Fuel’s most recent statement of financial position already reflects the Acquisition. It does, however, present the Share Conversion and the Merger, and presents QIND as a wholly owned subsidiary of Fusion Fuel, removing the NCI that was recognized in connection with the Acquisition. The unaudited pro forma condensed combined statement of operations and other comprehensive income for the fiscal year ended December 31, 2024 was prepared as if the Acquisition, the Conversion, and the Merger had occurred as of January 1, 2024. The pro forma information has been prepared by our management, and it may not be indicative of the results that actually would have occurred had the Acquisition, the Conversion, and the Merger been in effect on the dates indicated, nor does it purport to indicate the results that may be obtained in the future. The pro forma information is based on provisional amounts allocated by management to various assets and liabilities acquired and may be eventually different than currently presented.
Unaudited Condensed Combined Pro Forma BalanceSheet as of December 31, 2024 (in thousands)
| HTOO | Pro Forma Adjustments | Consolidated Pro Forma | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Conversion | Merger (Acquisition of NCI) | |||||||||||
| ASSETS | € | € | € | € | ||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 307 | - | - | 307 | ||||||||
| Goodwill and other intangible assets^1^ | 18,990 | - | - | 18,990 | ||||||||
| Related Party Receivables | 1,827 | - | - | 1,827 | ||||||||
| Total Current Assets | 21,124 | - | - | 21,124 | ||||||||
| Current assets | ||||||||||||
| Prepayments and other receivables | 3,065 | - | - | 3,065 | ||||||||
| Inventory | 1,130 | - | - | 1,130 | ||||||||
| Deposits and advances | 748 | - | - | 748 | ||||||||
| Cash and cash equivalents | 214 | - | - | 214 | ||||||||
| Other Current Assets | 1,846 | - | - | 1,846 | ||||||||
| Total Non-current Assets | 7,002 | - | - | 7,002 | ||||||||
| Total Assets | 28,126 | - | - | 28,126 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||
| Non-current liabilities | ||||||||||||
| Trade and other payables - Leases | 155 | - | - | 155 | ||||||||
| Other payables - long-term | 4,260 | - | - | 4,260 | ||||||||
| Total Current Liabilities | 4,415 | - | - | 4,415 | ||||||||
| Non-Current Liabilities | ||||||||||||
| Trade and other payables | 9,133 | - | - | 9,133 | ||||||||
| Provisions | 742 | - | - | 742 | ||||||||
| Cost accruals | 499 | - | - | 499 | ||||||||
| Derivative financial instruments | 636 | - | - | 636 | ||||||||
| Loans and borrowings | 2,002 | - | - | 2,002 | ||||||||
| Total current liabilities | 13,011 | - | - | 13,011 | ||||||||
| Total Liabilities | 17,426 | - | - | 17,426 | ||||||||
| Equity | ||||||||||||
| Share capital - preferred | 0.4 | ^2^ | (0.4 | )^4^ | - | - | ||||||
| Share capital | 3 | ^3^ | 4 | ^4^ | - | 7 | ||||||
| Share premium | 242,255 | (4 | )^5^ | - | 242,251 | |||||||
| Share based payments reserve | 6,940 | - | - | 6,940 | ||||||||
| Convertible note reserve | 29 | - | - | 29 | ||||||||
| Retained earnings | (236,436 | ) | - | (2,091 | )^6^ | (238,527 | ) | |||||
| Noncontrolling interest | (2,091 | )^6^ | - | 2,091 | ^6^ | - | ||||||
| Total stockholders’ Equity | 10,699 | - | - | 10,699 | ||||||||
| Total liabilities and stockholders’ Equity | 28,126 | - | - | 28,126 |
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Unaudited Condensed Combined Pro Forma Statementof Operations and Other Comprehensive Loss for the Fiscal Year Ended December 31, 2024 (in thousands, except per share amounts)
| HTOO | QIND^8^ | Consolidated<br><br> Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|
| € | € | € | ||||||
| Revenue | 1,605 | 8,737 | 10,342 | |||||
| Cost of revenues | 1,168 | 5,507 | 6,675 | |||||
| Gross profit | 437 | 3,231 | 3,667 | |||||
| Total operating expenses**^7^** | 17,181 | 2,830 | 20,011 | |||||
| Income (loss) from operations | (16,744 | ) | 400 | (16,344 | ) | |||
| Other (income) expenses | (3,038 | ) | 199 | (2,840 | ) | |||
| Operating profit before tax | (13,706 | ) | 201 | (13,505 | ) | |||
| Corporate Income Tax | 25 | 120 | 145 | |||||
| Net Income (Loss) | (13,731 | ) | 82 | (13,649 | ) | |||
| Basic (loss)/ earnings per share | (0.79 | ) | ||||||
| Diluted (loss)/ earnings per share | (0.79 | ) |
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Basis of Presentation
The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting and are based on Fusion Fuel and QIND’s historical consolidated financial statements as adjusted to give effect to the Acquisition and the Merger and the shares issued or to be issued as part of the Acquisition and the Merger.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024, gives effect to the Share Conversion and the Merger as if each had occurred on December 31, 2024. The pro forma balance sheet does not present the Acquisition as a pro forma event, as Fusion Fuel’s most recent balance sheet already reflects the Acquisition. The unaudited pro forma condensed combined statement of operations and other comprehensive income for the year ended December 31, 2024 is presented as if the Acquisition, the Conversion and the Merger had occurred on January 1, 2024.
Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are:
(1) directly attributable to the Share Conversion, and the Merger; and
(2) factually supportable.
The pro forma financial information should be read in conjunction with (i) Fusion Fuel’s historical consolidated financial statements as of and for the fiscal year ended December 31, 2024 and the notes thereto included in Fusion Fuel’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, and (ii) QIND’s historical consolidated financial statements as of and for the fiscal year ended December 31, 2024 and the notes thereto included in QIND’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations and other comprehensive income are described in Note (iii) - Pro Forma Adjustments.
| i. | Preliminary Purchase Price Allocation |
|---|
On November 26, 2024, Fusion Fuel completed the Acquisition pursuant to the Purchase Agreement. Under the terms of the Purchase Agreement, 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock of QIND were sold, representing approximately 67.04% of QIND’s equity value. On the date of the Share Conversion, 4,171,327 Series A Preferred Shares that were issued to the shareholders of QIND will convert into 41,713,270 Class A Ordinary Shares and in exchange for the remaining outstanding capital stock of QIND. On the date of the Merger, QIND will be merged into a wholly-owned subsidiary of Fusion Fuel.
The purchase price for the Acquisition was structured through a share swap whereby Fusion Fuel issued 3,818,969 Class A Ordinary Shares (representing 19.99% of Fusion Fuel’s issued shares), and 4,171,327 Series A Convertible Preferred Shares, which will convert on the Share Conversion date into 41,713,270 Class A Ordinary Shares upon shareholder and Nasdaq approval.
The pro forma financial statements have been prepared on the basis of the acquisition method, in accordance with IFRS 3, whereby QIND’s historical financial results have been adjusted for the effects of fair value measurements as of the date of the Acquisition. The acquirer has been identified as Fusion Fuel Green PLC, and the target as Quality Industrial Corp.
The purchase price was preliminarily allocated based on the estimated fair value of net assets acquired or to be acquired and liabilities assumed or to be assumed at the date of the Acquisition. The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation.
The net assets of QIND were approximately €1.6 million including goodwill and other intangible assets as of the date of the Acquisition. The net liabilities of QIND were approximately €6.5 million excluding goodwill and other intangible assets as of the date of the Acquisition, of which approximately €4.4 million of net liabilities were included in Fusion Fuel’s consolidated financial statements (based on its 67.04% interest in the outstanding equity securities of QIND as of the date of the Acquisition). The approximately €2.1 million (32.96%) of the remaining net liabilities (excluding goodwill and other intangible assets) was held by the NCI as of the date of the Acquisition.
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The euro value of the purchase price paid by HTOO for its acquisition of 67.04% of QIND as of the date of the Acquisition was approximately €14,626,400. The purchase price plus the portion of QIND’s net liabilities excluding goodwill and other intangible assets would result in an implied goodwill and other intangible assets value of approximately €19.0 million as of the date of the Acquisition.
See table below for further illustration.
| (in thousands) () | ||
|---|---|---|
| Purchase Price (a) | 14,626 | |
| Net liabilities of QIND (excluding goodwill and other intangible assets) (b) | (6,508 | ) |
| HTOO portion of net liabilities of QIND (excluding goodwill and other intangible assets) (c) (67.04% of (b)) | (4,364 | ) |
| Goodwill and other intangible assets recognized on acquisition (d) ((a) - (c)) | 18,990 |
All values are in Euros.
The pro forma balance sheet does not present the Acquisition as a pro forma event, as Fusion Fuel’s most recent statement of financial position at December 31, 2024 already reflects the Acquisition. The goodwill and intangible assets on Fusion Fuel’s audited statement of financial position as of December 31, 2024 was approximately €19.0 million.
Once transaction closing requirements have been met, i.e. once HTOO shareholders and Nasdaq approve the transaction, the 4,171,328 Series A Convertible Preferred Shares will convert on a 1-for-10 basis into Series A Ordinary Shares in the Conversion, the parties will enter into the Merger Agreement, and the NCI (assumed to be 32.96% without regard to any change in the actual interest that may have occurred following the date of the Acquisition) will be acquired by HTOO. QIND will at that point be a wholly owned subsidiary of HTOO.
| ii. | Pro Forma Transaction Accounting Adjustments |
|---|
The pro-forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro-forma condensed combined financial information:
| 1. | Represents the purchase price in excess of the fair value of QIND net assets acquired or to be acquired<br>in connection with the Acquisition, the Share Conversion and the Merger. |
|---|---|
| 2. | Represents 4,171,328 Series A Preferred Shares issued in connection with the Acquisition. |
| --- | --- |
| 3. | Includes 3,818,969 Class A Ordinary Shares issued in connection with the Acquisition. |
| --- | --- |
| 4. | Represents the Share Conversion, in which the Series A Preferred Shares will convert into Class A Ordinary<br>Shares on a 1-for-10 basis. |
| --- | --- |
| 5. | Represents the additional paid in capital recorded at the assumed Share Conversion date. |
| --- | --- |
| 6. | Represents the value of QIND that was initially recorded as the NCI at the Acquisition date (32.96%).<br>The pro forma adjustment gives effect to the elimination of the NCI upon the consummation of the Merger. |
| --- | --- |
| 7. | Includes approximately €184,000 in costs associated with the<br>Acquisition included in the historical financial statements of Fusion Fuel. |
| --- | --- |
| 8. | Pro Forma Statement of Operations and Other Comprehensive Income adjustments |
| --- | --- |
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For purposes of preparing the pro forma condensed combined statement of operations for the year ended December 31, 2024, QIND’s historical audited statement of profit and loss for the twelve months ended December 31, 2024 was adjusted by deducting QIND’s statement of profit and loss for the one month ended December 31, 2024 to exclude the period that was already consolidated in HTOO’s statement of profit and loss for the year.
For the purpose of consolidation accounting, the assumed date of the Acquisition in HTOO’s audited financials is December 1, 2024. As such, the following table presents a reconciliation of QIND’s statement of operations for the period from January 1, 2024 to November 30, 2024:
| QIND (a) | QIND (b) | QIND (a) - (b) | ||||
|---|---|---|---|---|---|---|
| Stated in Euro thousands (€’000s) | Twelve months<br><br>ended<br><br> 31/12/2024 | One month<br><br>ended<br> 31/12/2024 | Period from <br> 1/1/2024 -<br><br> 30/11/2024 | |||
| Revenue | 10,342 | 1,605 | 8,737 | |||
| Cost of revenues | 6,675 | 1,168 | 5,507 | |||
| Gross profit | 3,667 | 437 | 3,231 | |||
| Total operating expenses | 3,035 | 205 | 2,830 | |||
| Income (loss) from operations | 632 | 232 | 400 | |||
| Other (income) expenses | 241 | 42 | 199 | |||
| Operating profit before tax | 391 | 190 | 201 | |||
| Corporate Income Tax | 145 | 25 | 120 | |||
| Net Income (Loss) | 247 | 165 | 82 |
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