Fusion Fuel Green PLC-A 美股招股说明书（2026-03-24版）

Fusion Fuel Green PLC This prospectus relates to the offer and resale from time to time by the selling shareholders identified in “Selling Shareholders” onpage 12 (the “Selling Shareholders”) of up to 2,403,387 Class A ordinary shares with a nominal value of $0.0035 each (“Class AOrdinary Shares”) of Fusion Fuel Green PLC, an Irish public limited company (the “Company,” “Fusion Fuel,” “we,” “us” or “our”). ●95,000 Class A Ordinary Shares (the “Advisor Agreement Shares”) currently outstanding and issued to Anthony Milewski(“Milewski”) pursuant to that certain Mineral & Element Advisory Agreement, dated as of February 12, 2026, by and ●an aggregate of 190,000 Class A Ordinary Shares (the “Advisor Pre-Funded Warrant Shares”) issuable upon the exercise ofpre-funded warrants (the “Advisor Pre-Funded Warrants”) issued to Roxy Capital Corp. (“Roxy Capital”) and Bower FourCapital Corp. (“Bower Four” and together with Milewski and Roxy Capital, the “MAT Advisors” and each an “MATAdvisor”), pursuant to that certain Mineral & Element Advisory Agreement, dated as of February 12, 2026, by and betweenthe Company and Roxy Capital (“RC Advisory Agreement”), and that certain Mineral & Element Advisory Agreement, dated ●577,124 Class A Ordinary Shares (the “SPA Shares”) currently outstanding and issued to certain investors (the “February2026 Investors”) pursuant to that certain Securities Purchase Agreement, dated as of February 14, 2026, by and between the ●129,005 Class A Ordinary Shares (the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants (the“Pre-Funded Warrants”) issued to the February 2026 Investors pursuant to the February 2026 Securities Purchase Agreement, ●706,129 Class A Ordinary Shares (the “150% Price Warrant Shares”) issuable upon the exercise of warrants (the “150% PriceWarrants”) issued to the February 2026 Investors pursuant to the February 2026 Securities Purchase Agreement, which are ●706,129 Class A Ordinary Shares (the “200% Price Warrant Shares”) issuable upon the exercise of warrants (the “200% PriceWarrants”) issued to the February 2026 Investors pursuant to the February 2026 Securities Purchase Agreement, which are Collectively, the SPA Shares, the Pre-Funded Warrant Shares, the 150% Price Warrant Shares, and the 200% Price Warrant Shares arecollectively referred to herein as the “February 2026 Securities”. The Pre-Funded Warrants, the 150% Price Warrants, and the 200%Price Warrants are collectively referred to together as the “February 2026 Warrants”. The Class A Ordinary Shares issuable upon theexercise of the February 2026 Warrants are referred to herein as the “February 2026 Warrant Shares”. The Advisor Agreement Shares, Each of the Advisor Pre-Funded Warrants and the February 2026 Warrants may not be exercised to the extent that, after giving effectto such exercise, its holder (together with any of its affiliates) would beneficially own in excess of 4.99% (the “Beneficial OwnershipLimitation”) of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. The Beneficial OwnershipLimitation may be raised or lowered to any other percentage not in excess of 9.99%, at the option of each holder, provided that any We are registering the Registrable Securities pursuant to the February 2026 Advisory Agreements and the February 2026 SecuritiesPurchase Agreement and the resale registration undertaking contained therein. Accordingly, we are not selling any securities under thisprospectus and will not receive any proceeds from the sale of any Registrable Securities. Notwithstanding the foregoing, we mayreceive proceeds upon any cash exercise of the Advisor Pre-Funded Warrants and the February 2026 Warrants. If all such warrants Except to the extent limited by the Beneficial Ownership Limitation, from and after the effective date of the registration statement ofwhich this prospectus forms a part, the Selling Shareholders may sell or otherwise dispose of the Registrable Securities from time totime and at any time while the registration statement of which this prospectus forms a part is effective, in one or more transactions, atmarket prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices or in negotiated The Class A Ordinary Shares are listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under thesymbol “HTOO”. The last reported sale price of the Class A Ordinary Shares on The Nasdaq Capital Market on March 16, 2026 was Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 4ofthis prospectus, in any applicable prospectus supplement, and as described in certain of the documents we may incorporate by Neither the Securities and Exchange Commission nor any state or provincial securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or comp