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: April, 2026.
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
April 2, 2026, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued a press release relating to
certain financial results for the fiscal year ended December 31, 2025 and the business progress of Quality Industrial Corp., a Nevada
corporation and majority-owned subsidiary of the Company (“QIND”). A copy of the press release is furnished as Exhibit 99.1
to this Report on Form 6-K.
Forward-Looking Statements
The press release attached
as Exhibit 99.1 hereto and the statements contained therein include “forward-looking statements” within the meaning
of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended,
which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s
future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,”
“will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,”
“predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s
expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are
based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company,
and actual results may vary materially from the results and expectations discussed. Such forward-looking statements include, but are
not limited to, statements regarding QIND’s plans and expectations, its expectations for continued growth, its plans to service
or restructure outstanding debt, the expansion of its majority-owned subsidiary Al Shola Al Modea Gas Distribution L.L.C., a United Arab
Emirates company (“Al Shola Gas”), and its target of $20 million of revenues. The Company’s expectations and beliefs
regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected, including, without limitation, the risks of major, irreversible disruptions
and damage to QIND’s core operations due to the ongoing war among Iran, the United States, Israel, and other belligerents; QIND’s
ability to service or restructure outstanding debts; QIND’s ability to continue expanding the operations of Al Shola Gas; the ability
to secure and execute engineering and liquified petroleum gas (“LPG”) infrastructure projects; fluctuations in demand for
LPG infrastructure and distribution services; regulatory approvals and compliance requirements affecting LPG distribution and engineering
services; volatility in energy markets and commodity prices; QIND’s ability to obtain sufficient financing to support operations
and growth initiatives; other risks associated with operating internationally, including in the UAE and other foreign jurisdictions;
and the risks and uncertainties described under Item 1A. “Risk Factors” and elsewhere in QIND’s Annual Report on Form
10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, Item 3. “Key Information –
D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the SEC on May 9, 2025 (collectively,
the “Annual Reports”), and other filings with the SEC. 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 in the Annual Reports. All subsequent written
and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its
behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to
publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except
as required by law.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 2, 2026 |
SIGNATURE
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:
April 2, 2026 |
/s/
John-Paul Backwell |
| |
John-Paul
Backwell |
| |
Chief
Executive Officer |
Exhibit
99.1
Fusion
Fuel Highlights Fiscal Year 2025 Results and Business Progress of
Majority-Owned Subsidiary Quality Industrial Corp.; Achieves 45.9%
Year-Over-Year Revenue Growth to $16.3 Million
Dublin,
April 2, 2026 (GLOBE NEWSWIRE) — Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”),
a leading provider of full-service energy engineering, advisory, and utility solutions, today highlighted certain fiscal year 2025 financial
results of its majority-owned subsidiary, Quality Industrial Corp. (OTCID: QIND) (“QIND”), and provided an update on QIND’s
business progress.
QIND
Fiscal Year 2025 Financial Results Highlights
For
the fiscal year ended December 31, 2025, QIND reported:
| ● | Revenue
of approximately $16.3 million, an increase of 45.9% compared to approximately $11.2 million
in fiscal year 2024; |
| | | |
| ● | Gross
profit of approximately $4.8 million, compared to approximately $4.0 million in the prior
year, representing a 20.8% increase year-over-year; and |
| | | |
| ● | Non-GAAP
adjusted net income of $564,465, compared to non-GAAP adjusted net loss of $160,774 in the
prior year, representing a 451% increase year-over-year. |
Governance
and Financial Position
During
fiscal year 2025, QIND:
| ● | Transitioned
to a three-member Board and reduced management level costs; |
| | | |
| ● | Settlement
of legacy compensation obligations and exit arrangements with former management; |
| | | |
| ● | Reduced
accounts payable by 45%; |
| | | |
| ● | Wrote
off assets deemed non-recoverable of approximately $3.5 million; and |
| | | |
| ● | Reduced
balances under convertible notes by 13%. |
2026
Outlook
For
fiscal year 2026, QIND expects:
| ● | Expansion
of its United Arab Emirates (“UAE”)-based majority-owned subsidiary, Al Shola
Al Modea Gas Distribution L.L.C. (“Al Shola Gas”), supported by incremental fleet
capacity, a growing pipeline of contracted engineering projects, and continued geographic
expansion into the northern emirates; |
| | | |
| ● | Further
deleveraging efforts, including the servicing or restructuring of outstanding debt obligations;
and |
| | | |
| ● | Revenue
growth targeting approximately $20 million, subject to market conditions and the absence
of prolonged disruptions in the UAE and Persian Gulf region. |
“Fiscal
year 2025 was a significant period for QIND,” said JP Backwell, Chief Executive Officer of Fusion Fuel. “Through disciplined
execution, we strengthened governance, streamlined the cost structure, reduced certain liabilities, and supported continued operational
growth at Al Shola Gas. As a result, we believe QIND is now better positioned to generate more consistent, scalable performance and contribute
to Fusion Fuel’s consolidated results.”
“Looking
ahead to fiscal year 2026, we are targeting approximately $20 million in revenue at QIND, driven by continued expansion of Al Shola Gas
through additional fleet capacity, new engineering projects, and geographic growth. At the same time, it is anticipated that QIND will
continue to seek to strengthen its financial position,” concluded Mr. Backwell.
QIND
2025 Financial Highlights
| | |
FY 2024 | | |
FY 2025 | | |
Change | |
| Revenue | |
$ | 11,177,567 | | |
$ | 16,307,787 | | |
| +45.9 | % |
| Gross Profit | |
$ | 3,963,263 | | |
$ | 4,788,780 | | |
| +20.8 | % |
| Gross Margin | |
| 35.5 | % | |
| 29.4 | % | |
| -17.2 | % |
| Operating Expenses | |
$ | 3,265,008 | | |
$ | 5,245,558 | | |
| +60.7 | % |
| Net Income (Loss) | |
$ | 266,780 | | |
$ | (4,603,645 | ) | |
| -1,825.6 | % |
| Non-GAAP Adjusted Net Income (Loss) | |
$ | (160,774 | ) | |
$ | 564,465 | | |
| +451.1 | % |
RECONCILIATION
OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
YEARS
ENDED DECEMBER 31, 2025 AND 2024
(unaudited)
| Net Income (Loss) (GAAP) | |
$ | 266,780 | | |
$ | (4,603,645 | ) |
| Non-GAAP Adjustments* | |
| | | |
| | |
| (+) Historical management compensation | |
| — | | |
$ | 1,380,000 | |
| (+) Settlement payments to former officers | |
| — | | |
$ | 606,816 | |
| (+) Write-off of asset reserve | |
| — | | |
$ | 2,000,000 | |
| (+) Write-off of receivable | |
| — | | |
$ | 1,500,000 | |
| (+) Non-operational income | |
$ | (427,554 | ) | |
| (318,706 | ) |
| Total Adjustments | |
$ | (427,554 | ) | |
$ | 5,168,110 | |
| Non-GAAP Adjusted Net Income (Loss) | |
$ | (160,774 | ) | |
$ | 564,465 | |
*Note:
Adjusted Net Income (Loss) is an unaudited non-GAAP financial measure. Adjusted Net Income (Loss) is presented for informational purposes
to illustrate the impact of certain non-recurring costs and write-offs. Adjusted Net Income (Loss) is defined as net income (loss) with
the following adjustments: (i) the reversal of historical management compensation payments of $1,380,000 representing accrued unpaid
salary and bonus obligations paid during fiscal year 2025, (ii) the reversal of settlement payments to certain former officers of the
QIND totaling $606,816, (iii) the reversal of a non-cash write-off of $2,000,000 related to the reversal of a reserve recorded within
other current assets in connection with the issuance of shares of common stock pursuant to a certain Share Purchase and Buyback Agreement,
dated August 21, 2023, among QIND and the other parties thereto, following a determination that such reserve no longer represented assets
from which future economic benefits were probable, (iv) the reversal of a non-cash write-off of $1,500,000 related to a receivable from
a former related party based on a reassessment of collectability, and (v) the reversal of $318,706 of non-operational income during the
fiscal year 2025 from the release of claims under a Settlement and Release Agreement, dated as of September 2025, between QIND and the
other party thereto, and the reversal of $427,554 of non-operational income during the fiscal year ended December 31, 2024 from non-recurring
interest and the sale of certain legacy intangible assets. Adjusted Net Income (Loss) is not a measure of financial performance under
GAAP. Adjusted Net Income (Loss) should not be considered in isolation or as an alternative to net income determined in accordance with
U.S. GAAP. The items that were reversed to calculate Adjusted Net Income (Loss) are significant components in understanding and assessing
QIND’s results of operations. QIND’s Adjusted Net Income (Loss) may not be comparable to a similarly titled measure of another
company because other entities may not calculate Adjusted Net Income (Loss) in the same manner. The table above is intended to present
a reconciliation of Adjusted Net Income (Loss) to its most comparable GAAP measure, net income (loss), as reported.
About
Quality Industrial Corp.
Quality
Industrial Corp. is an industrial energy company specializing in liquified petroleum gas (“LPG”) infrastructure and distribution.
Through its majority-owned subsidiary, Al Shola Gas, QIND provides consulting, engineering, installation, maintenance, and LPG supply
services to residential, commercial, and industrial customers across the UAE.
About
Fusion Fuel Green PLC
Fusion
Fuel Green PLC (NASDAQ: HTOO) provides integrated energy engineering, distribution, and green hydrogen solutions through its Al Shola
Gas, BrightHy Solutions, and BioSteam Energy platforms. With operations spanning LPG supply to hydrogen and bio-steam solutions, the
Company supports decarbonization across industrial, residential, and commercial sectors. For more information, please visit www.fusion-fuel.eu.
Forward-Looking
Statements
This
press release and the statements contained herein include “forward-looking statements” within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements
involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future
financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,”
“will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,”
“predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s
expectations, strategy, plans, or intentions. Such forward-looking statements include, but are not limited to, statements regarding QIND’s
plans and expectations, its expectations for continued growth, its plans to service or restructure outstanding debt, the expansion of
its majority-owned subsidiary Al Shola Gas, and its target of $20 million of revenues. Forward-looking statements relating to expectations
about future results or events are based upon information available to the Company as of today’s date and are not guarantees of
the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s
expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties
that could cause actual results to differ materially from those projected, including, without limitation, the risks of major, irreversible
disruptions and damage to QIND’s core operations due to the ongoing war among Iran, the United States, Israel, and other belligerents;
QIND’s ability to service or restructure outstanding debts; QIND’s ability to continue expanding the operations of Al Shola
Gas; the ability to secure and execute engineering and LPG infrastructure projects; fluctuations in demand for LPG infrastructure and
distribution services; regulatory approvals and compliance requirements affecting LPG distribution and engineering services; volatility
in energy markets and commodity prices; QIND’s ability to obtain sufficient financing to support operations and growth initiatives;
other risks associated with operating internationally, including in the UAE and other foreign jurisdictions; and the risks and uncertainties
described under Item 1A. “Risk Factors” and elsewhere in QIND’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the “SEC”) on March 31, 2026, Item 3. “Key Information – D. Risk Factors” and
elsewhere in the Company’s Annual Report on Form 20-F filed with the SEC on May 9, 2025 (collectively, the “Annual Reports”),
and other filings with the SEC. 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 in the Annual Reports. All subsequent written and oral forward-looking statements
concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after the date hereof, except as required by law.
Investor
Relations Contact
ir@fusion-fuel.eu
www.fusion-fuel.eu
