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”).The Class A Ordinary Shares offered hereby consist of: ●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 andbetween the Company and Milewski (the “Milewski Advisory Agreement”); ●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, datedas of February 12, 2026, by and between the Company and Bower Four (together with the Milewski Advisory Agreement andthe RC Advisory Agreement, the “February 2026 Advisory Agreements”), which are exercisable for Class A Ordinary Sharesat an exercise price per share of $0.0035 per share, without giving effect to applicable limitations or restrictions on exercise; ●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 theCompany and the February 2026 Investors (the “February 2026 Securities Purchase Agreement”); ●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,which are exercisable for Class A Ordinary Shares at an exercise price per share of $0.0035 per share, without giving effect toapplicable limitations or restrictions on exercise; ●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 areexercisable at an exercise price per share of $5.148, without giving effect to applicable limitations or restrictions on exercise;and ●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 areexercisable at an exercise price per share of $6.864, without giving effect to applicable limitations or restrictions on exercise. 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,the Advisor Pre-Funded Warrant Shares, the SPA Shares, the Pre-Funded Warrant Shares, the 150% Price Shares, and the 200% PriceWarrant Shares are collectively referred to herein as the “Registrable Securities”. 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 anyincrease will only be effective upon 61 days’ prior written notice to the Company. The number of Class A Ordinary Shares beingoffered for resale under this prospectus does not take into account any limitations on the exercise of the Advisor Pre-Funded Warrantsand the February 2026 Warrants. 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 sell