Filed Pursuant to Rule 424(b)(3)

Registration No. 333-245052

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF
HL ACQUISITIONS CORP.

PROSPECTUS FOR UP TO 14,783,356 CLASS A ORDINARY SHARES
AND 7,750,000 WARRANTS
OF
FUSION FUEL GREEN PLC

HL Acquisitions Corp., a British Virgin Islands business company (“HL”), has entered into a Business Combination Agreement (as amended and restated and as may be further amended from time to time, the “Business Combination Agreement”) with Fusion Welcome — Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (“Fusion Fuel”), Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited), a public limited company incorporated in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of Fusion Fuel (“Fusion Fuel Shareholders”). Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into HL (the “Merger”) with HL being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Parent, followed immediately by (ii) the acquisition by Parent of all of the issued and outstanding shares of Fusion Fuel (the “Share Exchange”, and together with the Merger, the “Transactions”). As a result of the Transactions, Fusion Fuel and HL will become wholly owned subsidiaries of Parent and the securityholders of Fusion Fuel and HL will become the securityholders of Parent.

Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Class A ordinary share of Parent (“Parent Class A Ordinary Shares”), except that holders of HL ordinary shares sold in HL’s initial public offering will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s amended and restated memorandum and articles of association (“M&A”), (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will remain outstanding and will be automatically adjusted to entitle the holder to purchase one Parent Class A Ordinary Share at a price of $11.50 per share (“HL Parent Warrant”).

Upon consummation of the Share Exchange, the Fusion Fuel Shareholders will receive their pro rata portion of an aggregate of 2,125,000 Class B ordinary shares of Parent (“Parent Class B Ordinary Shares” and together with the Parent Class A Ordinary Shares, the “Parent Ordinary Shares”) and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares. The Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will be identical, except that holders of Parent Class B Ordinary Shares will have certain protective rights, including the right to approve any liquidation, sale of substantially all assets or equity, merger, consolidation, or similar transaction of Parent, amendments to Parent’s Memorandum and Articles of Association (“Parent’s M&A”), the creation or issuance of any new class or series of capital stock or equity securities convertible into capital stock of Parent, changes to the size of Parent’s or Fusion Fuel’s board of directors, and the removal of any member of Fusion Fuel’s board of directors. Each Parent Class B Ordinary Share is convertible at any time into one Parent Class A Ordinary Share at the option of the holder and all outstanding Parent Class B Ordinary Shares will automatically convert into an equal number of Parent Class A Ordinary Shares on December 31, 2023. The warrants to be issued to the Fusion Fuel Shareholders are identical to the HL Parent Warrants, except that they will not be redeemable by Parent and may be exercised for cash or on a cashless basis at the holder’s option as long as such warrants are held by Fusion Fuel Shareholders or their affiliates or permitted transferees.

The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under the agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A

 

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Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. The warrants to be issued as part of this contingent consideration shall have the same terms as the warrants issued to the Fusion Fuel Shareholders at the closing of the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General — The Share Exchange: Consideration to Fusion Fuel Shareholders”.

HL Acquisitions Holdings LLC, Metropolitan Capital Partners V, LLC, and the Jeffrey Schwarz Children’s Trust (the “Sponsors”) along with, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into an agreement (“Sponsor Agreement”) to forfeit an aggregate of 125,000 ordinary shares of HL and 125,000 warrants of HL upon the consummation of the Transactions.

EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in HL’s initial public offering, on behalf of itself and the other holders of options to purchase an aggregate of 250,000 units of HL (with each unit containing one ordinary share of HL, one warrant of HL and one right of HL) (the “Unit Purchase Options”) shall enter into an agreement (the “UPO Exchange Agreement”) pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing.

Accordingly, this prospectus covers an aggregate of 14,783,356 Parent Class A Ordinary Shares and 7,750,000 HL Parent Warrants issuable to the securityholders of HL as a result of the Merger. This prospectus does not register any of (i) the Parent Class B Ordinary Shares or warrants to purchase Parent Class A Ordinary Shares issuable to the Fusion Fuel Shareholders in the Transactions, (ii) the Parent Class A Ordinary Shares issuable upon conversion or exercise thereof, (iii) the Parent Class A Ordinary Shares or warrants to purchase Parent Class A Ordinary Shares which may be issuable to the Fusion Fuel Shareholders upon the satisfaction of certain earnout conditions, or (iv) the Parent Class A Ordinary Shares to be issued in the PIPE Investment.

Upon closing of the Transactions, Parent will have a dual class structure for its ordinary shares – the Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will each receive one vote per share, but the Parent Class B Ordinary Shares will enjoy certain protective provisions, which are explained more fully elsewhere in this proxy statement/prospectus. We estimate that, as a result of the Transactions, (i) assuming that no HL shareholders elect to convert their public shares into cash in connection with the Transactions as permitted HL’s M&A, (ii) after giving effect to the forfeiture of an aggregate of 125,000 HL ordinary shares pursuant to the Sponsor Agreement, (iii) after giving effect to the exchange of the Unit Purchase Options for the issuance of 50,000 HL ordinary shares pursuant to the UPO Exchange Agreement which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares upon the Closing, (iv) after giving effect to the 2,450,000 Parent Class A Ordinary Shares to be issued by Parent at closing pursuant to a series of private placement subscription agreements with investors for the sale of an aggregate of Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million (“PIPE Investment”), and (v) without taking into effect any Parent Class A Ordinary Shares issuable upon the exercise of HL Parent Warrants or warrants issued to the Fusion Fuel Shareholders in the Transactions, any Parent Class A Ordinary Shares or warrants which may be issued to the Fusion Fuel Shareholders as contingent consideration, or any securities which may be issued in any other financing, the current shareholders of HL will own approximately 60.6% of the voting power of the Parent Ordinary Shares outstanding, the Fusion Fuel Shareholders will own approximately 18.3% of the voting power of the Parent Ordinary Shares outstanding, and the PIPE Investors will hold approximately 21.1% of the voting power of the Parent Ordinary Shares outstanding. If all of the HL public shares are converted into cash, such percentages will be approximately 29.8%, 32.6%, and 37.6%, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the annual general meeting of HL shareholders scheduled to be held on December 4, 2020.

HL’s units, ordinary shares, rights, and warrants are currently listed on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “HCCHU,” “HCCH,” “HCCHR,” and “HCCHW,” respectively. Following the Transactions, all HL units, ordinary shares, rights, and warrants will be de-listed from Nasdaq and de-registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On November 4, 2020, the record date, the closing sale price of HL units, ordinary shares, rights, and warrants were $14.95, $10.90, $0.96, and $1.62, respectively.

 

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Although Parent is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Transactions, Parent will become subject to the reporting requirements of the Exchange Act. Parent has applied for listing, to be effective at the time of the consummation of the Transactions, of the Parent Class A Ordinary Shares and HL Parent Warrants on Nasdaq under the symbols “HTOO” and “HTOOW”, respectively, and Parent is expected to be publicly traded on Nasdaq under those symbols following the completion of the Transactions, subject to receipt of Nasdaq’s approval and official notice of issuance. While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Transactions, there can be no assurance that Parent’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” for more information.

Parent will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Parent will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Parent’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Parent will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

This proxy statement/prospectus provides you with detailed information about the Business Combination Agreement, the Transactions, and other matters to be considered at the annual general meeting of HL’s shareholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 29 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated November 10, 2020 and is first being mailed to HL’s shareholders on or about November 12, 2020.

 

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HL ACQUISITIONS CORP.
499 Park Avenue, 12
th Floor

New York, NY 10022
(212) 486
-8100

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER
4, 2020

Dear HL Acquisitions Corp. Shareholders:

You are cordially invited to attend the annual general meeting of shareholders of HL Acquisitions Corp. (“HL”) at 10:00 a.m. local time on December 4, 2020, at the offices of Graubard Miller, HL’s U.S. counsel, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. If you wish to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. See “Questions and Answers about the Proposals — How do I attend the annual general meeting in person?” for more information.

As previously disclosed, HL entered into the Business Combination Agreement, dated as of June 6, 2020 (as amended and restated on August 25, 2020, and as may be further amended from time to time, the “Business Combination Agreement”), with Fusion Welcome — Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (“Fusion Fuel”), Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited), a public limited company incorporated in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of Fusion Fuel (“Fusion Fuel Shareholders”) which, among other things, provides for a business combination between HL and Fusion Fuel.

At the annual general meeting, HL’s shareholders will be asked to approve the business combination contemplated by the Business Combination Agreement, a series of related proposals, and any and all other business that may properly come before the annual general meeting or any continuation, postponement, or adjournment thereof, as follows:

(1)    Proposal No. 1 — The Business Combination Proposals — to consider and vote upon two separate proposals, as follows:

(a)     a proposal to approve the merger of Merger Sub with and into HL, with HL being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company (the “Merger”) as the first step in the business combination; and

(b)    a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including (i) the Merger and (ii) immediately after the consummation of the Merger, Parent’s purchase from the Fusion Fuel Shareholders of all of the issued and outstanding shares of Fusion Fuel (the “Share Exchange”, and together with the Merger, the “Transactions”).

We refer to these two sub-proposals as the “business combination proposals”;

(2)    Proposal No. 2 — The Director Proposal - to consider and vote upon a proposal to elect seven (7) directors to the board of directors of Parent to serve until their successors are duly elected and qualified — we refer to this proposal as the “director proposal”;

(3)    Proposal No. 3 — The Charter Proposals — to approve the following material differences between HL’s amended and restated memorandum and articles of association (“M&A”) and Parent’s memorandum and articles of association (“Parent’s M&A”) to be effective upon the consummation of Transactions: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains — we refer to these proposals as the “charter proposals”; and

 

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(4)    Proposal No. 4 — The PIPE Proposal — to consider and vote upon a proposal to approve a series of subscription agreements with investors (“PIPE Investors”) for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements (“PIPE Investment”) which will close simultaneously with or immediately after the consummation of the Transactions — we refer to this proposal as the “PIPE proposal”.

(5)    Proposal No. 5 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the annual general meeting to a later date or dates, if necessary, if the parties are not able to consummate the Transactions — we refer to this proposal as the “adjournment proposal”.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of HL ordinary shares at the close of business on November 4, 2020 (the “record date”) are entitled to notice of the annual general meeting and to vote and have their votes counted at the annual general meeting and any adjournments or postponements of the annual general meeting.

After careful consideration, HL’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of HL and its shareholders and recommends that you vote or give instruction to vote “FOR” each proposal. Consummation of the Transactions is conditioned on approval of each of the business combination proposals, director proposal, and charter proposals, among other closing conditions described herein.

In connection with the initial public offering, each of HL’s shareholders prior to its initial public offering (the “initial shareholders”), and each officer and director of HL, agreed to vote the ordinary shares (“initial shares”) that were issued prior to HL’s initial public offering, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. The HL initial shareholders, officers, and directors have also indicated that they intend to vote their ordinary shares of HL in favor of all other proposals being presented by HL management at the meeting. As of November 4, 2020, the record date for the annual general meeting of shareholders, HL’s initial shareholders, officers, and directors beneficially owned and were entitled to vote an aggregate of 1,375,000 initial shares. The initial shares currently constitute approximately 20.96% of the outstanding HL ordinary shares. Accordingly, we would need approval from the holders of 1,904,179 shares, or approximately 29.03% of the outstanding HL ordinary shares, to approve the business combination proposals.

The parties have structured the Transactions to take the form of an exchange, which, subject to certain requirements, should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, to qualify as a reorganization, certain requirements must be met. As such, while it is possible that the Transactions will qualify as a reorganization under Section 368(a), such qualification is not a condition of the Transactions. Further, the parties did not and will not seek a ruling from the IRS regarding the tax consequences of the Transactions. If the Transactions qualify as a reorganization within the meaning of Section 368 of the Code, a U.S. Holder (as defined below) of HL ordinary shares should not recognize gain or loss on the exchange of HL ordinary shares for Parent Class A Ordinary Shares pursuant to the Merger. If the Transactions constitute a reorganization within the meaning of Section 368(a) of the Code, a U.S. Holder of HL warrants should not recognize gain or loss on the adjustment of HL warrants for HL Parent Warrants pursuant to the Merger. The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain; it is possible that the HL rights could be treated in a manner similar to options to acquire shares of HL or Parent, in which case, in a transaction qualifying as a Section 368(a) reorganization, a U.S. Holder generally would not recognize gain or loss upon the acquisition of Parent Class A Ordinary Shares on the exchange of each HL right for 1/10 of an HL ordinary share and the simultaneous conversion of each such HL ordinary share into one Parent Class A Ordinary Share, but there is a risk that alternate characterizations of the HL rights could result in U.S. federal income tax. No assurance can be given that the Internal Revenue Service (“IRS”) or the courts will agree that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code. If the Transactions fail to qualify as a Section 368(a) reorganization and instead constitute a taxable transaction, it is anticipated that a U.S. Holder would recognize gain or loss (or, if the failure to qualify was because of the application of Section 367, would recognize gain, but not loss) upon the exchange of its HL ordinary shares solely for Parent Class A Ordinary Shares pursuant to the Transactions. Moreover, if the Transactions constitute a taxable exchange, a U.S. Holder that exchanges its HL ordinary shares, HL warrants, or HL rights for the consideration pursuant to the Transactions generally will recognize gain or loss equal to the difference between (i) the fair market value of the Parent Class A Ordinary Shares and HL Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the HL ordinary shares, HL warrants, and HL rights exchanged

 

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therefor. For more information on the anticipated U.S. federal income tax consequences of the Transactions, see the section titled “Anticipated Material U.S. Federal Income Tax Consequences to HL and HL’s Securityholders.

Non-Irish Holders (as defined below) are not anticipated to be within the charge to Irish tax on chargeable gains on the automatic conversion of their HL ordinary shares into Parent Class A Ordinary Shares, or the automatic adjustment of their HL warrants into HL Parent Warrants, pursuant to the Merger, unless the HL ordinary shares or HL warrants were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, or were used, held or acquired for use by or for the purposes of an Irish branch or agency. For a more detailed description of the anticipated material Irish tax consequences of acquiring, holding and disposing of Parent Class A Ordinary Shares and HL Parent Warrants, see the section of this proxy statement/prospectus titled “The Business Combination Proposals — Anticipated Material Irish Tax Considerations to Non-Irish Holders.”

All HL shareholders are cordially invited to attend the annual general meeting in person. To ensure your representation at the annual general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of HL ordinary shares, you may also cast your vote in person at the annual general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual general meeting and vote in person, obtain a proxy from your broker or bank.

A complete list of HL shareholders of record entitled to vote at the annual general meeting will be available for ten days before the annual general meeting at the principal executive offices of HL for inspection by shareholders during ordinary business hours for any purpose germane to the annual general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

By Order of the Board of Directors

     
   

/s/ Jeffrey E. Schwarz

   

Jeffrey E. Schwarz

   

Chairman of the Board and Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSALS OR AT ALL OR TO BE A HOLDER OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES CONVERTED INTO CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING HL ORDINARY SHARES MAY EXERCISE CONVERSION RIGHTS REGARDLESS OF WHETHER THEY VOTE ON THE BUSINESS COMBINATION PROPOSALS OR IF THEY ARE A HOLDER OF RECORD ON THE RECORD DATE. TO EXERCISE CONVERSION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, HL’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE ANNUAL GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING CONTINENTAL STOCK TRANSFER & TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE TRANSACTIONS ARE NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR CONVERSION RIGHTS. SEE “ANNUAL GENERAL MEETING OF HL SHAREHOLDERS — CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated November 10, 2020 and is first being mailed to HL’s shareholders on or about November 12, 2020.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on December 4, 2020: HL’s proxy statement/prospectus is available at https://www.cstproxy.com/hlacquisitionscorp/smp/2020.

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

 

2

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

4

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

12

SELECTED HISTORICAL FINANCIAL INFORMATION

 

24

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

26

COMPARATIVE PER SHARE INFORMATION

 

28

RISK FACTORS

 

29

FORWARD-LOOKING STATEMENTS

 

68

ANNUAL GENERAL MEETING OF HL SHAREHOLDERS

 

69

THE BUSINESS COMBINATION PROPOSALS

 

73

ANTICIPATED MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HL AND HL’S SECURITYHOLDERS

 

91

ANTICIPATED MATERIAL IRISH INCOME TAX CONSEQUENCES TO NON-IRISH RESIDENT HL SECURITYHOLDERS

 

98

THE BUSINESS COMBINATION AGREEMENT

 

104

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

111

THE DIRECTOR PROPOSAL

 

119

EXECUTIVE COMPENSATION

 

125

THE CHARTER PROPOSALS

 

127

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

 

128

THE ADJOURNMENT PROPOSAL

 

140

INFORMATION RELATED TO HL

 

141

HL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

150

BUSINESS OF FUSION FUEL

 

153

FUSION FUEL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

167

BENEFICIAL OWNERSHIP OF SECURITIES

 

172

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

176

DESCRIPTION OF PARENT SECURITIES

 

181

DISSENTER’S RIGHTS

 

185

SHAREHOLDER PROPOSALS

 

186

OTHER SHAREHOLDER COMMUNICATIONS

 

186

EXPERTS

 

186

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

187

WHERE YOU CAN FIND MORE INFORMATION

 

187

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annexes:

Annex A — Amended and Restated Business Combination Agreement

 

A-1

Annex B — Parent’s Memorandum and Articles of Association

 

B-1

Annex C — List of Relevant Territories for the Purposes of Irish Dividend Withholding Tax

 

C-1

Annex D — Valuation of Fusion Fuel by HL’s Financial Advisor

 

D-1

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You should rely only on the information contained in this proxy statement/prospectus in determining whether to vote in favor of the business combination proposals and the other proposals presented. No one has been authorized to provide you with information that is different from the information contained in this proxy statement/prospectus. The information in this proxy statement/prospectus speaks only as of the date hereof, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any other date. Neither the mailing of this proxy statement/prospectus to HL shareholders nor the issuance by Parent of securities in connection with the Transactions will create any implication to the contrary.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

General

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Fusion Fuel Green PLC (“Parent”), constitutes a prospectus of Parent under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Parent Class A Ordinary Shares, HL Parent Warrants, and Parent Class A Ordinary Shares issuable upon the exercise of the HL Parent Warrants, to be issued to securityholders of HL Acquisitions Corp. (“HL”) if the business combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to HL’s annual general meeting, at which HL shareholders will be asked to consider and vote upon a proposal to approve the business combination, among other matters.

Financial Statement Presentation

The historical financial statements of HL were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars (“USD” or “$”).

The historical financial statements of Fusion Fuel were prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”) and are denominated in Euros (“EUR” or “€”). Following the Transactions, Parent will qualify as a Foreign Private Issuer and will prepare its financial statements in accordance with IFRS with transactions denominated in EUR. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information presented in this proxy statement/prospectus has been prepared in accordance with IFRS and denominated in EUR.

Exchange Rate Information

The translations from USD to EUR in this proxy statement/prospectus were made at the following rates:

•        USD 0.8891 to EUR 1.00 for the pro forma condensed balance sheet dated as of June 30, 2020, for the shareholders’ equity presentation in the comparative per share information as of June 30, 2020, and for calculations relating to the Net Assets Condition as of June 30, 2020, which is the closing exchange rate set forth on finance.yahoo.com on June 30, 2020;

•        USD 0.9071 to EUR 1.00 for the pro forma condensed combined statements of profits and losses for the six months ended June 30, 2020, and for the net income (loss) presentation in the comparative per share information for the same period, which is the average of the opening exchange rates set forth on finance.yahoo.com for such period;

•        USD 0.8930 to EUR 1.00 for the pro forma condensed combined statements of profits and losses for the twelve months ended December 31, 2019, and for the net income (loss) presentation in the comparative per share information for the same period, which is the average of the opening exchange rates set forth on finance.yahoo.com for such period; and

•        USD 0.8927 to EUR 1.00 for calculations relating to the Net Assets Condition as of December 31, 2019, which is the closing exchange rate set forth on finance.yahoo.com on December 31, 2019.

We make no representation that the EUR or USD amounts referred to in this proxy statement/prospectus could have been or could be converted into EUR or USD, as the case may be, at any particular rate or at all. On October 2, 2020, the noon buying rate as set forth in the H.10 statistical release of the Federal Reserve Board was EUR 1.1706 to USD 1.00.

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

•        HL, Parent, Merger Sub, Fusion Fuel, and the Fusion Fuel Shareholders are parties to the Business Combination Agreement.

•        Fusion Fuel focuses on “green” hydrogen production through the use of concentrated photovoltaic systems. Fusion Fuel’s two principal lines of business include the sale, installation, operation, and maintenance of “green” hydrogen generators for clients and the development of “green” hydrogen plants with a view toward the sale of “green” hydrogen at pre-determined prices through purchase agreements. See the section of this proxy statement/prospectus titled “Business of Fusion Fuel.”

•        Parent will serve as a holding company for Fusion Fuel and HL after consummation of the Transactions. Merger Sub was formed solely as a vehicle for consummating the Transactions, and currently is a wholly owned subsidiary of Parent. See the section of this proxy statement/prospectus titled “Summary of the Proxy Statement/Prospectus — The Parties.

•        Pursuant to the Business Combination Agreement, (i) the Merger will occur, through which Merger Sub will merge with and into HL, with HL being the surviving entity of the Merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company, and (ii) immediately after the consummation of the Merger, the Share Exchange will occur, through which the Fusion Fuel Shareholders will sell to Parent all of the issued and outstanding shares of Fusion Fuel in exchange for Parent Class B Ordinary Shares, warrants to purchase Parent Class A Ordinary Shares, and contingent consideration consisting of Parent Class A Ordinary Shares and warrants to purchase Parent Class A Ordinary Shares subject to certain earnout conditions described below. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General — Structure of the Transactions.

•        Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Parent Class A Ordinary Share, except that holders of public shares will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s M&A, (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will remain outstanding and will automatically be adjusted to become an HL Parent Warrant. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General — The Merger: Consideration to HL Securityholders”.

•        Upon consummation of the Share Exchange, the Fusion Fuel Shareholders holding ordinary shares of Fusion Fuel will receive their pro rata portion (in respect of their ordinary shares) of an aggregate of 2,125,000 Parent Class B Ordinary Shares and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares. The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion (in respect of their Class A shares) of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under such agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General — The Share Exchange: Consideration to Fusion Fuel Shareholders”.

•        The Sponsors and, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into the Sponsor Agreement, pursuant to which such parties will forfeit an aggregate of 125,000 HL ordinary shares and 125,000 warrants of HL upon the consummation of the Transactions. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements — Sponsor Agreement”.

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•        EBC, the representative of the underwriters in HL’s initial public offering, on behalf of itself and the other holders of Unit Purchase Options, shall enter into the UPO Exchange Agreement, pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements — UPO Exchange Agreement”.

•        Prior to the closing, Parent will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) with the HL initial shareholders, Fusion Fuel Shareholders, and Parent directors, which amends and restates HL’s existing registration rights agreement to provide that (i) the Fusion Fuel Shareholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of 1933, as amended (“Securities Act”), of the Parent Class A Ordinary Shares held by the Fusion Fuel Shareholders (including the Parent Class A Ordinary Shares issuable upon the conversion of Parent Class B Ordinary Shares issued to the Fusion Fuel Shareholders), and the warrants to purchase Parent Class A Ordinary Shares and Parent Class A Ordinary Shares underlying such warrants to be held by the Fusion Fuel Shareholders, and any Parent Class A Ordinary Shares and warrants which may be issued as contingent consideration (as well as the Parent Class A Ordinary Shares underlying such warrants issued as contingent consideration) and (ii) the Parent securities held by the HL initial shareholders will have the same registration rights that they currently have.  See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements — Registration Rights Agreement”.

•        The Business Combination Agreement provides for mutual indemnification by HL and the Fusion Fuel Shareholders for breaches of their respective representations, warranties, and covenants. Claims for indemnification may be asserted once damages exceed a €750,000 threshold and will be reimbursable to the full extent of the damages in excess of such threshold. Claims for indemnification must be brought before the tenth business day after Parent files its annual report for the fiscal year ending December 31, 2021. To provide a source of funds for the Fusion Fuel Shareholders’ indemnification of HL, 212,500 of the Parent Class B Ordinary Shares to be issued by Parent in the Share Exchange (the “Escrow Shares”) will be deposited into escrow with Continental Stock Transfer & Trust Company acting as escrow agent. To provide a source of funds for HL’s indemnification of Fusion Fuel, Parent will reserve for issuance to the Fusion Fuel Shareholders an additional 212,500 Parent Class A Ordinary Shares (the “Indemnification Pool”). See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Indemnification”.

•        In addition to voting on a proposal to adopt the Business Combination Agreement and approve the Transactions contemplated thereby as described in this proxy statement/prospectus (the “business combination proposals”), the shareholders of HL will also vote on proposals to elect seven (7) directors to the board of directors of Parent (the “director proposal”), approve various material differences between HL’s M&A and Parent’s M&A to be effective upon the consummation of the Transactions (the “charter proposals”), approve the PIPE Investments (the “PIPE proposal”), and, if necessary, an adjournment of the annual general meeting if HL is unable to consummate the Transactions for any reason (the “adjournment proposal”). See the sections of this proxy statement/prospectus titled “The Director Proposal,” “The Charter Proposals,” “The PIPE Proposal” and “The Adjournment Proposal.”

•        Upon completion of the Transactions, assuming their election by the shareholders of HL, the directors of Parent will be Jeffrey Schwarz, Frederico Figueira de Chaves, João Teixeira Wahnon, Jaime Silva, António Augusto Gutierrez Sá da Costa, Rune Magnus Lundetrae, and Alla Jezmir. The executive officers of Parent will be Frederico Figueira de Chaves as the chief financial officer, Jaime Silva as the chief technology officer, and João Teixeira Wahnon as the chief of business development. See the section of this proxy statement/prospectus titled “The Director Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q.

 

Why am I receiving this proxy statement/prospectus?

 

A.

 

HL and Fusion Fuel have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and HL encourages its shareholders to read it in its entirety. We refer to the business combination contemplated by the Business Combination Agreement as the “Transactions.”

HL’s shareholders are being asked to consider and vote upon a series of proposals to adopt the Business Combination Agreement, which, among other things, provides for (i) the Merger, whereby Merger Sub will merge with and into HL, with HL being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company and (ii) the Share Exchange, whereby Parent will purchase from the Fusion Fuel Shareholders all of the issued and outstanding shares of Fusion Fuel. Immediately after the Transactions, each of HL and Fusion Fuel will be wholly-owned subsidiaries of Parent.

           

In addition to voting on the Transactions, the shareholders of HL will also consider and vote on the following matters:

•   a proposal to elect seven (7) directors to the board of directors of Parent to serve until their successors are duly elected and qualified. See the section of this proxy statement/prospectus titled “The Director Proposal.

•   to approve the following material differences between HL’s M&A and Parent’s M&A to be effective upon the consummation of the business combination: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains. See the section of this proxy statement/prospectus titled “The Charter Proposals.

•   to consider and vote upon a proposal to approve a series of subscription agreements with the PIPE Investors for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements, which will close simultaneously with the consummation of the Transactions. See the section of this proxy statement/prospectus titled “The PIPE Proposal.”

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•   to consider and vote upon a proposal to adjourn the annual general meeting to a later date or dates, if necessary, if HL is not able to consummate the Transactions for any reason. See the section of this proxy statement/prospectus titled “The Adjournment Proposal.

           

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.

 

Why is HL proposing the business combination?

 

A.

 

HL was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On July 2, 2018, HL completed its initial public offering of 5,500,000 units, including 500,000 units which were subject to the over-allotment option granted to the underwriters, with each unit consisting of one ordinary share, one right exchangeable for one-tenth (1/10) of one ordinary share upon the consummation of HL’s initial business combination, and one warrant to purchase one HL ordinary share at a price of $11.50 per share upon the completion of HL’s initial business combination. Simultaneously with the closing of the initial public offering and the over-allotment option, HL consummated the private placement of an aggregate of 2,375,000 warrants. $55 million of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the warrants in the private placement, was placed in a trust account for the benefit of the purchasers of the units in HL’s initial public offering. Since the completion of the initial public offering, HL’s activity has been limited to the evaluation of business combination candidates.

Like most blank check companies, HL’s M&A provided for the return of the proceeds of HL’s initial public offering held in the trust account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in HL’s case, originally January 2, 2020). HL was not able to consummate an initial business combination by such date and on January 2, 2020, HL’s shareholders approved an amendment to the M&A and an extension of time to consummate an initial business combination to March 2, 2020. On March 2, 2020, HL’s shareholders approved a further extension of time to consummate an initial business combination to July 2, 2020.

On July 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from July 2, 2020 to October 2, 2020.

On October 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from October 2, 2020 to January 2, 2021. Notwithstanding shareholder approval of such extension, HL intends to consummate the Transactions as soon as practicable and will not use the full amount of time through January 2, 2021 to consummate the Transactions unless necessary.

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Fusion Fuel focuses on “green” hydrogen production through the use of concentrated photovoltaic systems. Fusion Fuel’s two principal lines of business include the sale, installation, operation, and maintenance of “green” hydrogen generators for clients and the development of “green” hydrogen plants with a view toward the sale of “green” hydrogen at pre-determined prices through purchase agreements.

           

Based on its due diligence investigations of Fusion Fuel, including the financial and other information provided by Fusion Fuel in the course of their negotiations, HL believes that a business combination with Fusion Fuel will provide several significant benefits to both HL and Fusion Fuel. However, there is no assurance of this. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — HL’s Board of Directors’ Reasons for Approval of the Transactions.”

Q.

 

I am an HL warrantholder.
Why am I receiving this proxy statement/prospectus?

 

A.

 

As a holder of HL warrants, upon consummation of the Transactions, you will be entitled to purchase one Parent Class A Ordinary Share in lieu of one ordinary share of HL at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Parent and the business of Parent and Fusion Fuel following consummation of the Transactions. Since holders of HL warrants may exercise these warrants and become holders of Parent Class A Ordinary Shares after the consummation of the Transactions, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q.

 

I am an HL rightholder.
Why am I receiving this proxy statement/prospectus?

 

A.

 

Each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share upon consummation of the Merger. This proxy statement/prospectus includes important information about Parent and the business of Parent and Fusion Fuel following consummation of the Transactions. Since holders of HL rights will become holders of Parent Class A Ordinary Shares after the consummation of the Transactions, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q.

 

I am an HL shareholder.
Do I have conversion rights?

 

A.

 

If you are a holder of public shares, you have the right to demand that HL convert such shares into cash notwithstanding whether you vote for or against the business combination proposals or do not vote at all or whether you are a shareholder of record on the record date. We sometimes refer to these rights to demand conversion of the public shares into a pro rata portion of the cash held in HL’s trust account as “conversion rights.”

           

Under HL’s M&A, the Transactions may only be consummated if HL has at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. If the PIPE Investment closes, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met.

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Q.

 

How do I exercise my conversion rights as an HL shareholder?

 

A.

 

If you are a holder of public shares and wish to exercise your conversion rights, you must demand that HL convert your shares to cash no later than two business days prior to the close of the vote on the business combination proposals and deliver your shares to HL’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System no later than two business days prior to the vote at the meeting. Any holder of public shares will be entitled to demand that his shares be converted for a full pro rata portion of the amount then in the trust account (which was approximately $53.84 million, or approximately $10.57 per share, as of November 4, 2020, the record date), regardless of whether such holder votes in connection with the business combination proposals or is a holder of record on the record date. Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly after consummation of the Transactions.

           

Any request for conversion, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposals at the annual general meeting. If you deliver your shares for conversion to HL’s transfer agent and later decide prior to the annual general meeting not to elect conversion, you may request that HL’s transfer agent return the shares (physically or electronically). You may make such request by contacting HL’s transfer agent at the address listed at the end of this section.

           

If a holder of public shares properly demands conversion as described above, then, if the Transactions are consummated, HL will convert these shares into a pro rata portion of funds deposited in the trust account. If you exercise your conversion rights, then you will be exchanging your ordinary shares of HL for cash and will not be entitled to Parent Class A Ordinary Shares upon consummation of the Transactions.

           

If you are a holder of public shares and you exercise your conversion rights, it will not result in the loss of any HL warrants or HL rights that you may hold.

Q.

 

What happens to the funds deposited in the trust account after consummation of the Transactions?

 

A.

 

After consummation of the Transactions, the funds then held in the trust account will be released and used to pay holders of the public shares who exercise conversion rights, to repay loans made to HL by HL’s officers, directors, Sponsors, and others, to pay fees and expenses incurred in connection with the business combination (including fees of an aggregate of approximately $2.2 million to EBC and its designees), and for working capital and general corporate purposes of the Fusion Fuel business.

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Q.

 

What happens if a substantial number of public shareholders vote in favor of the business combination proposals and exercise their conversion rights?

 

A.

 

HL’s public shareholders may vote in favor of the business combination and still exercise their conversion rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of conversions by public shareholders. With fewer public shares and public shareholders, the trading market for the Parent Class A Ordinary Shares may be less liquid than the market for HL’s ordinary shares was prior to the Transactions and Parent may not be able to meet the listing standards for Nasdaq. If Parent’s securities are not listed on Nasdaq or another recognized stock exchange in the United States of America or Canada and certain other conditions are not met, the PIPE Investment will not close and Irish stamp duty may be chargeable on transfers of Parent’s securities. In addition, with fewer funds available from the trust account, the working capital infusion from the trust account into Fusion Fuel’s business will be reduced. See “Risk Factors” for more details.

Q.

 

What happens if the Transactions are not consummated?

 

A.

 

If HL does not complete the Transactions with Fusion Fuel or consummate another business combination by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A), it will trigger HL’s automatic winding up, dissolution and liquidation pursuant to the terms of its M&A. There is no limit on the number of extensions of time to complete a business combination that HL may take (although Fusion Fuel would have the right to terminate the Business Combination Agreement if the Transactions are not consummated on or before January 2, 2021).

Q.

 

Do I have dissenter’s rights if I object to the proposed Transactions?

 

A.

 

HL shareholders who do not exercise their conversion rights and who do not consent to the approval of the Merger may, under certain conditions, become entitled to be paid the “fair value” of their shares in cash, as determined by an appraisal process as set out in the BVI Companies Act, in lieu of the consideration set forth in the Business Combination Agreement. HL shareholders’ who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Q.

 

When do you expect the Transactions to be completed?

 

A.

 

It is currently anticipated that the Transactions will be consummated promptly following the completion of the annual general meeting of shareholders, which is scheduled for December 4, 2020, and any postponements or adjournments thereof. For a description of the conditions for the completion of the Transactions, see the section of this proxy statement/prospectus titled “The Business Combination Agreement — Conditions to Closing.”

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Q.

 

Why is HL proposing the PIPE proposal?

 

A.

 

HL is seeking shareholder approval of the PIPE proposal in order to comply with Nasdaq Listing Rule 5635(a), which requires shareholder approval of the issuance of ordinary shares or shares convertible into or exercisable for ordinary shares in certain issuances undertaken in connection with the acquisition of the stock or assets of another company that result in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance, and Rule 5635(d), which requires shareholder approval for a transaction other than a public offering involving the sale, issuance, or potential issuance of ordinary shares or shares convertible into or exercisable for ordinary shares at a price that is less than the lower of the official closing price as reflected on Nasdaq.com immediately before the signing of the binding agreement or the average official closing price for the five trading days before the signing of the binding agreement, that results in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance. See the section of this proxy statement/prospectus titled “The PIPE Proposal” for more information.

Q.

 

What do I need to do now?

 

A.

 

HL urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Transactions will affect you as a shareholder of HL. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy cards.

Q.     

 

How do I vote?

 

A.     

 

If you are a holder of record of HL ordinary shares on the record date, you may vote in person at the annual general meeting or by submitting a proxy for the annual general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q.

 

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.

 

Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Each of the business combination proposals, director proposal, charter proposals, and PIPE proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

The adjournment proposal is considered a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to the adjournment proposal without receiving voting instructions.

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Q.

 

May I change my vote after I have mailed my signed proxy card or given instructions to my broker, bank or other nominee?

 

A.

 

Yes. Shareholders of record may send a later-dated, signed proxy card to HL’s secretary at the address set forth below so that it is received prior to the vote at the annual general meeting or attend the annual general meeting in person and vote. Shareholders of record also may revoke their proxy by sending a notice of revocation to HL’s secretary, which must be received by HL’s secretary prior to the vote at the annual general meeting. Shareholders who hold their shares in “street name” must follow the instructions provided by their broker, bank or other nominee in order to change or revoke their voting instructions.

Q.

 

How do I attend the annual general meeting in person?

 

A.

 

In-person attendance at the annual general meeting is limited due to the coronavirus pandemic and mandated social distancing protocols in New York City. If you would like to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. Reservations will be accepted in the order in which they are received.

For security reasons, be prepared to show a form of government-issued photo identification upon arrival. If you do not reserve your attendance in advance, you will be admitted only if space is available and you provide photo identification and satisfactory evidence that you were a shareholder as of the record date. Additionally, in accordance with federal and local guidelines, we require all persons attending the annual general meeting to wear face masks. Social distancing and city and state requirements concerning occupancy will be enforced.

Q.

 

What happens if I fail to take any action with respect to the meeting?

 

A.

 

If you are a shareholder and you fail to take any action with respect to the annual general meeting and the Transactions are approved by shareholders and consummated, you will become a shareholder of Parent. If you fail to take any action with respect to the annual general meeting and the Transactions are not approved, you will continue to be a shareholder of HL.

Q.

 

What should I do with my share, right, and warrant certificates?

 

A.

 

HL shareholders, rights holders, and warrantholders should not submit their certificates now, unless you are a shareholder exercising your conversion rights. After the consummation of the Transactions, Parent will send instructions to HL shareholders, rights holders and warrantholders regarding the exchange of their securities for securities of Parent.

Q.

 

What should I do if I receive more than one set of voting materials?

 

A.

 

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus. For example, if you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in more than one brokerage account, you will receive voting materials for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card you receive and provide instructions on how to vote your shares with respect to each brokerage account for which you receive proxy materials, in order to be sure you cast a vote with respect to all of your ordinary shares.

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Q.

 

What should I do if I receive more than one set of voting materials?

 

A.

 

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus. For example, if you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in more than one brokerage account, you will receive voting materials for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card you receive and provide instructions on how to vote your shares with respect to each brokerage account for which you receive proxy materials, in order to be sure you cast a vote with respect to all of your ordinary shares.

Q.

 

Who can help answer my questions?

 

A.

 

If you have questions about the Transactions or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

           

HL Acquisitions Corp.
499 Park Avenue, 12th Floor
New York, NY 10022
Attn: Jeffrey Schwarz
Tel: (212) 486-8100

or:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

           

You may also obtain additional information about HL from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus titled “Where You Can Find More Information.”

           

If you are a holder of public shares and you intend to seek conversion of your shares, you will need to deliver your shares (either physically or electronically) to HL’s transfer agent at the address below at least two business days prior to the vote at the annual general meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

           

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the annual general meeting of shareholders, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Transactions that will be undertaken. It is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Agreement.”

The Parties

HL

HL is a blank check company formed in the British Virgin Islands on February 23, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

On July 2, 2018, HL completed its initial public offering of 5,500,000 units, including 500,000 units which were subject to the over-allotment option granted to the underwriters, with each unit consisting of one ordinary share, one right exchangeable for one-tenth (1/10) of one ordinary share upon the consummation of HL’s initial business combination, and one warrant to purchase one HL ordinary share at a price of $11.50 per share upon the completion of HL’s initial business combination. Simultaneously with the closing of the initial public offering and the over-allotment option, HL consummated the private placement of an aggregate of 2,375,000 warrants. $55 million of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the warrants in the private placement, was placed in a trust account for the benefit of the purchasers of the units in HL’s initial public offering. Since the completion of the initial public offering, HL’s activity has been limited to the evaluation of business combination candidates.

On January 2, 2020, HL’s shareholders approved an amendment to the M&A and extended the period of time for which HL is required to consummate a Business Combination to March 2, 2020. The number of ordinary shares presented for conversion in connection with the extension was 275,984. HL paid cash in the aggregate amount of $2,851,457, or approximately $10.33 per share, to converting shareholders. On January 2, 2020, HL deposited an aggregate of $156,720 into the trust account for the first thirty-day extension period. On January 29, 2020 HL deposited an aggregate of an additional $156,720 into the trust account for the second thirty-day extension period. After the second deposit, HL had an aggregate of $54.4 million in its trust account, or approximately $10.41 per public share.

On March 2, 2020, HL’s shareholders approved an extension to the period of time for which HL is required to consummate a Business Combination to July 2, 2020. The number of ordinary shares presented for conversion in connection with such extension was 126,000. HL paid cash in the aggregate amount of approximately $1.3 million, or approximately $10.42 per share, to converting shareholders. On each of March 2, April 2, May 2, and June 2, 2020, HL deposited into the trust account $0.03 per share that was not converted in connection with the extension, for an aggregate of $611,762. After such deposits, HL had an aggregate of approximately $53.85 million in its trust account, or approximately $10.55 per public share.

On July 2, 2020, HL’s shareholders approved a further extension to the period of time for which HL is required to consummate its initial business combination to October 2, 2020. The number of ordinary shares presented for conversion in connection with the second extension amendment was 500. HL paid cash in the aggregate amount of $5,282, or approximately $10.56 per share, to converting shareholders. After such withdrawal, HL had an aggregate of approximately $53.85 million in its trust account, or approximately $10.56 per public share.

On October 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from October 2, 2020 to January 2, 2021. The number of ordinary shares presented for conversion in connection with the second extension amendment was 2,395. HL paid cash in the aggregate amount of approximately $25,309, or approximately $10.57 per share, to converting shareholders. After such withdrawal, HL had an aggregate of approximately $53.84 million in its trust account, or approximately $10.57 per public share. Notwithstanding shareholder approval of the extension of time, HL intends to consummate the Transactions as soon as practicable and will not use the full amount of time through January 2, 2021 to consummate the Transactions unless necessary.

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HL’s units, ordinary shares, rights and warrants are listed on Nasdaq under the symbols HCCHU, HCCH, HCCHR, and HCCHW, respectively.

HL’s principal executive office is located at 499 Park Avenue, 12th Floor, New York, NY 10022 and its telephone number is (212) 486-8100. After the consummation of the Transactions, HL will become a wholly owned subsidiary of Parent.

Fusion Fuel

Fusion Fuel focuses on “green” hydrogen production through the use of concentrated photovoltaic systems. Fusion Fuel’s two principal lines of business include the sale, installation, operation, and maintenance of “green” hydrogen generators for clients and the development of “green” hydrogen plants with a view toward the sale of “green” hydrogen at pre-determined prices through purchase agreements.

Fusion Fuel is a public limited company domiciled in Portugal, sociedade anónima, and was formed on July 25, 2018. Fusion Fuel’s principal executive office is located at Ex-Siemens Facilities, Rua da Fábrica, S/N, Sabugo, 2715-376, Almargem do Bispo, Portugal. Fusion Fuel’s telephone number is +351 215 818 802. After the consummation of the Transactions, Fusion Fuel will become a wholly owned subsidiary of Parent.

Parent

Parent will serve as a holding company for Fusion Fuel and HL after consummation of the Transactions. Parent’s current sole shareholder is Frederico Figueira de Chaves.

Parent was formed on April 3, 2020 as a private limited company under the name Dolya Holdco 3 Limited, incorporated in Ireland. On July 14, 2020, Parent effected a change of name to Fusion Fuel Green Limited. On October 2, 2020, Parent converted into a public limited company incorporated in Ireland under the name “Fusion Fuel Green PLC”. Parent’s principal executive office is located at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland. Parent’s telephone number is +353 1 920 1000. After the consummation of the Transactions, Parent will become the continuing public company.

Merger Sub

Merger Sub was formed solely as a vehicle for consummating the Merger, and is a wholly owned subsidiary of Parent.

Merger Sub, a British Virgin Islands business company, was formed on June 5, 2020. Merger Sub’s principal executive office is located at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands. Merger Sub’s telephone number is +1 284 852 3000. After the consummation of the Transactions, it will cease to exist.

Emerging Growth Company

Each of HL and Parent is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). As an emerging growth company, each of HL and Parent is eligible, and has elected, to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer in Parent’s case).

Parent could remain an emerging growth company until the last day of Parent’s fiscal year following the fifth anniversary of HL’s initial public offering. However, if Parent’s annual gross revenue is $1.07 billion or more, if its non-convertible debt issued within a three year period exceeds $1 billion or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Parent would cease to be an emerging growth company as of the following fiscal year.

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Foreign Private Issuer

Parent will be a “foreign private issuer” as defined under the Exchange Act. As a foreign private issuer under the Exchange Act, Parent will be exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, Parent will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act, and Parent will not be required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, Parent’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Parent Ordinary Shares.

As a foreign private issuer, Parent will also be permitted to follow certain home country corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers. In order to rely on this exception, Parent is required to disclose each Nasdaq rule that it does not intend to follow and describe the home country practice that Parent will follow in lieu thereof. Parent does not currently intend to follow any Irish corporate governance practices in lieu of Nasdaq corporate governance rules.

The Business Combination Proposals

The Business Combination Agreement provides for (i) the Merger, pursuant to which Merger Sub will merge with and into HL, with HL being the surviving entity of the Merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company, and (ii) immediately after the consummation of the Merger, the Share Exchange will occur, pursuant to which Parent will purchase from the Fusion Fuel Shareholders all of the issued and outstanding shares of Fusion Fuel.

Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Parent Class A Ordinary Share, except that holders of HL ordinary shares sold in HL’s initial public offering will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s M&A, (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will automatically be adjusted to become an HL Parent Warrant and will entitle the holder to purchase one Parent Class A Ordinary Share at a price of $11.50 per share.

Upon consummation of the Share Exchange, the Fusion Fuel Shareholders holding ordinary shares will receive their pro rata portion (in respect of their ordinary shares) of an aggregate of 2,125,000 Parent Class B Ordinary Shares and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares. The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion (in respect of their Class A shares) of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under the agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General — The Share Exchange: Consideration to Fusion Fuel Shareholders”.

The Sponsors and, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into the Sponsor Agreement, pursuant to which they will forfeit an aggregate of 125,000 HL ordinary shares and 125,000 warrants of HL upon the consummation of the Transactions.

EBC, the representative of the underwriters in HL’s initial public offering, on behalf of itself and the other holders of Unit Purchase Options, shall enter into the UPO Exchange Agreement, pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing.

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As a result of the Transactions, Fusion Fuel and HL will become wholly-owned subsidiaries of Parent and the securityholders of Fusion Fuel and HL (to the extent that they elect not to convert their public shares into cash) will become the securityholders of Parent. Parent will adopt a dual class structure for its ordinary shares — the Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will each receive one vote per share, but the Parent Class B Ordinary Shares will enjoy certain protective provisions, which are explained more fully elsewhere in this proxy statement/prospectus. We estimate that, as a result of the Transactions, and (i) assuming that no HL shareholders elect to convert their public shares into cash in connection with the Transactions as permitted by HL’s M&A, (ii) after giving effect to the forfeiture of an aggregate of 125,000 HL ordinary shares pursuant to the Sponsor Agreement, (iii) after giving effect to exchange of the Unit Purchase Options for 50,000 HL ordinary shares pursuant to the UPO Exchange Agreement, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing, (iv) after giving effect to the 2,450,000 Parent Class A Ordinary Shares to be issued in the PIPE Investment, and (v) without taking into effect any Parent Class A Ordinary Shares issuable upon the exercise of HL Parent Warrants or warrants to purchase Parent Class A Ordinary Shares issued to the Fusion Fuel Shareholders in the Transactions, any Parent Class A Ordinary Shares or warrants which may be issued to the Fusion Fuel Shareholders as contingent consideration or any Parent Class A Ordinary Shares issuable upon the exercise of such warrants issuable as contingent consideration, or any securities which may be issued in any other financing, the current shareholders of HL will own approximately 60.6% of the voting power of the Parent Ordinary Shares outstanding, the Fusion Fuel Shareholders will own approximately 18.3% of the voting power of the Parent Ordinary Shares outstanding, and the PIPE Investors will hold approximately 21.1% of the voting power of the Parent Ordinary Shares outstanding. If all of the HL public shares are converted into cash, such percentages will be approximately 29.8%, 32.6%, and 37.6%, respectively.

The Business Combination Agreement provides for mutual indemnification by HL and the Fusion Fuel Shareholders for breaches of their respective representations, warranties, and covenants. Claims for indemnification may be asserted once damages exceed a €750,000 threshold and will be reimbursable to the full extent of the damages in excess of such threshold. Claims for indemnification must be brought before the tenth business day after Parent files its annual report for the fiscal year ending December 31, 2021. To provide a source of funds for the Fusion Fuel Shareholders’ indemnification of HL, 212,500 Escrow Shares will be deposited into escrow with Continental Stock Transfer & Trust Company acting as escrow agent. To provide a source of funds for HL’s indemnification of Fusion Fuel, Parent will reserve the Indemnification Pool for potential issuance to the Fusion Fuel Shareholders.

HL and Fusion Fuel plan to complete the Transactions promptly after the HL annual general meeting, provided that:

•        HL’s shareholders have approved the business combination proposals, director proposal, and charter proposals;

•        Parent shall have entered into a composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with The Depository Trust Company with respect to the Parent Class A Ordinary Shares, HL Parent Warrants, and warrants to purchase Parent Class A Ordinary Shares issuable to the Fusion Fuel Shareholders, as applicable;

•        Parent has entered into subscription agreements with accredited investors for the private placement of no less than 2,450,000 Parent Class A Ordinary Shares, which subscription agreements require such investors to deposit the purchase price for the Parent Class A Ordinary Shares into an escrow account with DNB Bank ASA within 3 business days of the establishment of such escrow account, and close simultaneously with or immediately after a Closing and only allow for the return of escrowed funds to investors in the event that (i) HL does not receive shareholder approval to the PIPE Investment, (ii) HL, Parent and Fusion Fuel do not consummate the Transactions, or (iii) the Parent Class A Ordinary Shares are not listed on Nasdaq (“PIPE Closing Condition”). As of August 25, 2020, an aggregate of $25,112,500 of gross proceeds from the PIPE Investment was placed into escrow pending the closing of the Transactions;

•        HL has net tangible assets of at least $5,000,001 immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. HL shareholders should note that if the PIPE Closing Condition is met, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met;

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•        Parent has received confirmation from Nasdaq that it meets all of the requirements for listing of the Parent Class A Ordinary Shares on such exchange, subject to official notice thereof;

•        the execution and delivery of the escrow agreement with respect to the Escrow Shares, the Registration Rights Agreement, and the other ancillary agreements and documents (including, without limitation, Parent’s M&A) required by the Business Combination Agreement; and

•        the other conditions specified in the Business Combination Agreement have been satisfied or waived.

After consideration of the factors identified and discussed in the section of this proxy statement/prospectus titled “The Business Combination Proposals — HL’s Board of Directors’ Reasons for Approval of the Transactions,” HL’s board of directors concluded that the Transactions are in the best interests of the HL shareholders.

If the business combination proposals are not approved by HL’s shareholders at the annual general meeting, the director proposal, charter proposals, and PIPE proposal will not be presented at the annual general meeting for a vote of shareholders.

Valuation of Fusion Fuel’s Business

Webber Research and Advisory LLC (“Webber Research”) provided to the HL board of directors a valuation of the business of Fusion Fuel, concluding that Fusion Fuel had a fair market value equal to at least 80% of the balance in HL’s trust account. HL sought out Webber Research because of the firm’s expertise within the energy infrastructure sector.

The valuation was prepared for and addressed to HL’s board of directors for the use and benefit of the members of the board of directors (in their capacities as such) in connection with the board’s evaluation of the business combination. Neither Webber Research’s valuation nor the summary set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any shareholder as to how such shareholder should act or vote with respect to any matter relating to the Transactions or otherwise. Webber Research’s valuation was just one of the several factors the board of directors considered in making its determination to recommend the Transactions, including those described elsewhere in this proxy statement/proxy statement.

The Director Proposal

The shareholders of HL will vote on a proposal to elect seven (7) directors to Parent’s board of directors until their successors are duly elected and qualified. If management’s nominees are elected, the directors of Parent will be Jeffrey Schwarz, Frederico Figueira de Chaves, João Teixeira Wahnon, Jaime Silva, António Augusto Gutierrez Sá da Costa, Rune Magnus Lundetrae, and Alla Jezmir. The executive officers of Parent will be Frederico Figueira de Chaves as the chief financial officer, Jaime Silva as the chief technology officer, and João Teixeira Wahnon as the chief of business development.

The Charter Proposals

The shareholders of HL will vote on separate proposals to approve the following material differences between Parent’s M&A and HL’s current M&A: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains. Parent’s M&A to be in effect upon consummation of the Transactions is attached as Annex B to this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “The Charter Proposals.”

The PIPE Proposal

The shareholders of HL will vote upon a proposal to approve a series of subscription agreements with the PIPE Investors for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements which will close simultaneously with the consummation of the Transactions. See the section of this proxy statement/prospectus titled “The PIPE Proposal.”

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The Adjournment Proposal

If HL is unable to consummate the Transactions at the time of the annual general meeting for any reason, the Chairman presiding over the annual general meeting may submit a proposal to adjourn the annual general meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “The Adjournment Proposal.”

HL Initial Shareholders

As of November 4, 2020, the record date for the annual general meeting of shareholders, HL’s initial shareholders beneficially owned and were entitled to vote an aggregate of 1,375,000 initial shares. The initial shares currently constitute approximately 20.96% of the outstanding HL ordinary shares. In connection with the initial public offering, each HL initial shareholder, officer, and director, agreed to vote the initial shares, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. Accordingly, we would need approval from the holders of 1,904,179 shares, or approximately 29.03% of the outstanding HL ordinary shares to approve the business combination proposals.

In connection with the initial public offering, each HL initial shareholder, officer, and director, agreed to vote the initial shares, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. The HL initial shareholders, officers, and directors have also indicated that they intend to vote their ordinary shares of HL in favor of all other proposals being presented by HL management at the meeting. The initial shares have no conversion rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by HL. In connection with the initial public offering, the initial shareholders entered into an escrow agreement pursuant to which their initial shares of HL are held in escrow and may not be transferred (subject to limited exceptions) until, (i) with respect to 50% of the shares, the earlier of one year after the date of the consummation of HL’s initial business combination and the date on which the closing price of HL’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after HL’s initial business combination, and (ii) with respect to the other 50% of the shares, one year after the consummation of HL’s initial business combination, or earlier, in either case, if, subsequent to such initial business combination, HL consummates a liquidation, merger, share exchange or other similar transaction which results in all of HL’s shareholders having the right to exchange their shares for cash, securities or other property. The Parent Class A Ordinary Shares the initial shareholders will receive upon consummation of the Transactions will be placed in escrow with the same terms as described above.

Date, Time and Place of Annual General Meeting of HL’s Shareholders

The annual general meeting of the shareholders of HL will be held at 10:00 a.m., local time, on December 4, 2020, at the offices of Graubard Miller, HL’s U.S. counsel, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY 10174, or such other date, time and place to which such meeting may be adjourned or postponed. If you wish to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. See “Questions and Answers about the Proposals — How do I attend the annual general meeting in person?” for more information.

Voting Power; Record Date

HL has fixed the close of business on November 4, 2020 as the “record date” for determining HL shareholders entitled to notice of and to attend and vote at the annual general meeting. As of the close of business on the record date, there were 6,558,356 HL ordinary shares outstanding and entitled to vote. Each HL ordinary share is entitled to one vote per share at the annual general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Quorum and Vote Required

A quorum of HL shareholders is necessary to hold a valid meeting of shareholders. The presence in person or by proxy of the holders of at least fifty percent (50%) of the shares entitled to vote constitutes a quorum.

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Each of the proposals presented at the annual general meeting requires approval by a simple majority of shareholders, which is defined in HL’s M&A as a majority of those entitled to vote on the resolution and actually voting on the resolution (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

Conversion Rights

Pursuant to HL’s M&A, a holder of public shares may demand that HL convert such shares into cash if the Transactions are consummated. HL is allowing all holders of public shares to exercise conversion rights regardless of whether such holders vote in favor or against the Transactions or do not vote at all or are not holders of record on the record date. Holders of public shares will be entitled to receive cash for these shares if they demand that HL convert their shares into cash no later than two business days prior to the close of the vote on the business combination proposals and deliver their shares to HL’s transfer agent no later than two business days prior to the vote at the meeting. If the Transactions are not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion, HL will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Transactions. As of November 4, 2020, the record date, this would amount to approximately $10.57 per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its ordinary shares of HL for cash and will no longer own the shares. See the section of this proxy statement/prospectus titled “Annual General Meeting of HL Shareholders — Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

The Transactions will only be consummated if HL has net tangible assets of at least $5,000,001 immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. HL shareholders should note that if the PIPE Closing Condition is met, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met.

Holders of HL warrants and rights will not have conversion rights with respect to such securities.

Dissenter’s Rights

HL shareholders who do not exercise their conversion rights and who do not consent to the approval of the Merger may, under certain conditions, become entitled to be paid the “fair value” of their shares in cash, as determined by an appraisal process as set out in the BVI Companies Act, in lieu of the consideration set forth in the Business Combination Agreement. HL shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel. See the section of this proxy statement/prospectus titled “Annual General Meeting of HL Shareholders — Dissenter’s Rights” for more information.

Proxy Solicitation

HL is soliciting proxies on behalf of its board of directors. HL will bear all of the costs of the solicitation. Proxies may be solicited by mail, telephone or in person. HL has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies and will pay that firm a $5,500 fee plus disbursements for such services at the closing of the proposed business combination.

If you grant a proxy, you may still vote your HL ordinary shares in person at the annual general meeting. You may also change your vote by submitting a later-dated proxy or by revoking your proxy as described in the sections of this proxy statement/prospectus titled “Annual General Meeting of HL Shareholders — Revoking Your Proxy”.

Interests of HL’s Directors, Officers, and Others in the Transactions

When you consider the recommendation of HL’s board of directors in favor of approval of the proposals included in this proxy statement/prospectus, you should keep in mind that certain of HL’s directors and executive officers have interests in such proposal that are different from, or in addition to, your interests as an HL shareholder. These interests include, among other things:

•        If the business combination with Fusion Fuel or another business combination is not consummated by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A), HL will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the HL ordinary shares held by the initial shareholders, including HL’s directors and officers,

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which were acquired for an aggregate purchase price of $25,000 prior to HL’s initial public offering, would be worthless because the initial shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $14,987,500 based upon the closing price of $10.90 per share on Nasdaq on the record date.

•        Certain of HL’s initial shareholders, including its directors and officers and their affiliates, purchased an aggregate of 2,375,000 warrants in a private placement from HL for an aggregate purchase price of $2,375,000 (or $1.00 per private warrant). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds HL received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $3,847,500 based upon the closing price of $1.62 per warrant on Nasdaq on the record date. The private warrants will become worthless if HL does not consummate a business combination by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A).

•        It is contemplated that Jeffrey Schwarz, HL’s Chief Executive Officer and Chairman of the Board, and Rune Magnus Lundetrae, a director of HL, will be directors of Parent after the closing of the Transactions. As a result, Messrs. Schwarz and Lundetrae may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its directors.

•        Since HL’s inception, HL’s officers, directors, Sponsors, and their affiliates have made loans from time to time to HL to fund certain capital requirements. The working capital loans will be repaid upon closing of the Transactions. If the Transactions are not consummated and HL does not consummate another business combination within the required time period, the loans will not be repaid and will be forgiven unless HL has funds outside of the trust account then available to it to repay such notes. As of the record date, an aggregate of approximately $2,126,220 principal amount of loans from HL’s officers, directors, Sponsors, and their affiliates is outstanding.

•        If HL is unable to complete a business combination within the required time period, MCP V – Bushwick, an affiliate of Jeffrey Schwarz, will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HL for services rendered or contracted for or products sold to HL, but only if such a vendor or target business has not executed such a waiver.

•        If HL is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, MCP V – Bushwick has agreed to advance the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

In addition to the loans to HL made by its officers, directors, and affiliates, Key Family Holding Investimentos e Consultoria de Gestão Lda., a shareholder of Fusion Fuel, made loans to HL in an aggregate principal amount of approximately $50,000, to fund HL’s requirements. The working capital loans will be repaid upon closing of the Transactions. If the Transactions are not consummated and HL does not consummate another business combination within the required time period, the loan from Key Family Holding will not be repaid and will be forgiven unless HL has funds outside of the trust account then available to it to repay such notes.

At any time prior to the annual general meeting, during a period when they are not then aware of any material nonpublic information regarding HL or its securities, HL, the initial shareholders, Fusion Fuel, the Fusion Fuel Shareholders and/or their respective affiliates may purchase HL ordinary shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of HL or vote their HL ordinary shares in favor of the business combination proposals. The purpose of ordinary share purchases and other transactions would be to increase the likelihood of approval of the business combination proposals by the holders of a majority of the HL ordinary shares present and entitled to vote at the annual general meeting and that HL have in excess of the required amount of closing cash to consummate the Transactions under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the HL initial shareholders for nominal value.

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Entering into any such arrangements may have a depressive effect on HL’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of HL at a price lower than market and may therefore be more likely to sell the HL ordinary shares he owns, either prior to or immediately after the annual general meeting.

If such transactions are effected, the consequence could be to cause the Transactions to be approved in circumstances where such approval could not otherwise be obtained. Purchases of HL ordinary shares by the persons described above would allow them to exert more influence over the approval of the business combination proposals and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that HL will have in excess of the required amount of cash available to consummate the Transactions as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor. HL will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposals or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Shareholders

HL’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of HL and its shareholders and recommended that HL shareholders vote “FOR” each of the business combination proposals, “FOR” the election of all of the persons nominated by management for election as directors, “FOR” each of the charter proposals, “FOR” the PIPE proposal, and “FOR” the adjournment proposal, if presented.

Conditions to Closing the Transactions

General Conditions

Consummation of the Transactions is conditioned on approval of the Business Combination Agreement and contemplated transactions by HL’s shareholders. In addition, the consummation of the transactions is conditioned upon, among other things:

•        no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions;

•        HL having at least $5,000,001 of net tangible assets remaining immediately prior to or upon the consummation of the Transactions, after taking into account payments to holders of HL’s ordinary shares that properly demanded that HL redeem their ordinary shares for their pro rata share of the trust account. HL shareholders should note that if the PIPE Closing Condition is met, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met;

•        no material adverse effect with respect to HL or Fusion Fuel shall have occurred between the date of the Business Combination Agreement and the closing;

•        the Registration Statement shall have become effective in accordance with the provisions of the Securities Act;

•        the Parent Class A Ordinary Shares shall have been approved for listing on Nasdaq, subject to official notice thereof;

•        HL shall have received a valuation of Fusion Fuel from a third-party valuation firm with expertise in valuing companies in the alternative energy or “green” hydrogen industry, determining that the fair market value of Fusion Fuel as of the date of the Business Combination Agreement is equal to at least 80% of the balance in HL’s trust account (excluding taxes payable). On June 24, 2020, Webber Research provided to the HL board of directors a valuation of the business of Fusion Fuel, concluding that Fusion Fuel had a fair market value equal to at least 80% of the balance in HL’s trust account. See Summary of the Proxy Statement/Prospectus — Valuation of the Fusion Fuel Business;

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•        Parent shall have entered into a composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with The Depository Trust Company with respect to the Parent Class A Ordinary Shares, HL Parent Warrants, and warrants to purchase Parent Class A Ordinary Shares issuable to the Fusion Fuel Shareholders, as applicable;

•        the execution and delivery of the escrow agreement with respect to the Escrow Shares, the Registration Rights Agreement, and the other ancillary agreements (including, without limitation, Parent’s M&A) required by the Business Combination Agreement; and

•        The PIPE Closing Condition having been met. As of August 25, 2020, an aggregate of $25,112,500 of gross proceeds from the PIPE Investment was placed into escrow pending the closing of the Transactions.

Parent’s, Merger Sub’s, Fusion Fuel’s and Fusion Fuel Shareholders’ Conditions to Closing

The obligations of Parent, Merger Sub, Fusion Fuel, and the Fusion Fuel Shareholders to consummate the Transactions are also conditioned upon, among other things:

•        the accuracy of the representations and warranties of HL (subject to certain bring-down standards);

•        performance of the covenants of HL required by the Business Combination Agreement to be performed on or prior to the closing; and

•        the execution of the Sponsor Agreement.

HL’s Conditions to Closing

The obligations of HL to consummate the business combination are also conditioned upon, among other things:

•        the accuracy of the representations and warranties of Fusion Fuel, Fusion Fuel Shareholders, Parent, and Merger Sub (subject to certain bring-down standards);

•        performance of the covenants of Fusion Fuel, the Fusion Fuel Shareholders, Parent, and Merger Sub required by the Business Combination Agreement to be performed on or prior to the closing;

•        the execution and delivery of the indemnification escrow agreement and amended warrant agreement; and

•        any outstanding insider loans from Fusion Fuel to its insiders shall have been repaid by the insiders.

Waivers

Each party may waive any inaccuracies in the representations and warranties made to such party contained in the Business Combination Agreement or in any document delivered pursuant to the Business Combination Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Business Combination Agreement or in any document delivered pursuant to the Business Combination Agreement. Notwithstanding the foregoing, pursuant to HL’s current M&A, HL will not consummate the Transactions if it has less than $5,000,001 of net tangible assets remaining immediately prior to or upon the consummation of the Transactions after taking into account payments to holders of HL ordinary shares that properly demanded that HL convert their ordinary shares for their pro rata share of the trust account.

HL, Fusion Fuel, and Parent have provided waivers under the Business Combination Agreement from time to time. Such waivers included (i) a waiver by HL to allow Fusion Fuel to amend its articles of association in order to create and issue a new class of shares, (ii) a waiver by HL to allow Fusion Fuel to create a wholly-owned subsidiary in connection with the development and installment of Fusion Fuel’s hydrogen project in Evora, Portugal, and (iii) a mutual waiver by Parent, HL, and Fusion Fuel to the covenant and condition in the Business Combination Agreement that provided that Parent, the Fusion Fuel Shareholders, and the Sponsors would enter into an agreement to designate Parent’s initial slate of directors (the “Shareholders Agreement”) because the parties determined that it was not necessary to enter into a Shareholders Agreement.

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Termination

The Business Combination Agreement may be terminated as follows:

•        by mutual written consent of HL and Fusion Fuel;

•        by either HL or Fusion Fuel if the Transactions have not been consummated on or before January 2, 2021, provided that the right to terminate the Business Combination Agreement will not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Transactions to close on or before such date and such action or failure to act constitutes a breach of the Business Combination Agreement;

•        by either HL or Fusion Fuel if the other party has breached any of its covenants or representations and warranties in any material respect which cannot be cured or, if curable, and has not been cured within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in material breach;

•        by either HL or Fusion Fuel if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the business combination, which order, decree, judgment, ruling or other action is final and non-appealable;

•        by either HL or Fusion Fuel if, at the meeting of HL shareholders called to approve the Transactions, the Transactions fail to be approved by the required vote (subject to any adjournment or recess of the meeting); or

•        by either HL or Fusion Fuel if HL has less than $5,000,001 of net tangible assets remaining immediately prior to or upon the closing of the Transactions, after taking into account payments to holders of HL ordinary shares that properly demanded that HL redeem their ordinary shares for their pro rata share of the trust account.

Anticipated Tax Consequences of the Transactions

The parties have structured the Transactions to take the form of an exchange that should qualify as a “reorganization” under applicable U.S. federal income tax principles. However, to qualify as a reorganization, certain requirements must be met, and it is unclear whether such requirements can be satisfied. One of these requirements is the continuity of business enterprise requirement, which generally requires the acquiring corporation to either continue the acquiring corporation’s historic business or use a significant portion of the target’s historic business assets in a business. However, due to the absence of direct guidance on how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with no active business and only investment-type assets such as HL, this result is subject to some uncertainty. As such, while it is possible that the Transactions will qualify as a reorganization under Section 368(a), such qualification is not a condition of the Transactions. The parties, however, did not and will not seek a ruling from the IRS regarding the tax consequences of the Transactions. The failure of the Transactions to qualify as a reorganization or being subject to Section 367 of the Code for U.S. federal income tax purposes could result in an HL securityholder recognizing income, gain or loss with respect to the HL ordinary shares, warrants, and rights surrendered by each holder. If the Merger qualifies as a reorganization, it is anticipated that no gain or loss generally should be recognized by U.S. Holders of HL ordinary shares for U.S. federal income tax purposes as a result of their exchange of HL ordinary shares for Parent Class A Ordinary Shares. No assurance can be given that the IRS or the courts will agree that the Transactions qualify as a tax-free reorganization under Section 368(a) of the Code.

If the Transactions constitute a reorganization under Section 368(a) of the Code, a U.S. Holder’s basis in its Parent Class A Ordinary Shares deemed received in the Transactions should equal the aggregate adjusted tax basis of the HL ordinary shares surrendered in exchange therefor. A U.S. Holder’s holding period for the Parent Class A Ordinary Shares received in the exchange by such U.S. Holder should include the holding period for the HL ordinary shares surrendered in the exchange therefor were held by such U.S. Holder. A U.S. Holder of HL warrants should not recognize gain or loss on the adjustment of HL warrants for HL Parent Warrants pursuant to the Merger. The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain; it is possible that the HL

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rights could be treated in a manner similar to options to acquire shares of HL or Parent, in which case a U.S. Holder generally should not recognize gain or loss upon the acquisition of Parent Class A Ordinary Shares upon the exchange of each HL right for 1/10 of an HL ordinary share and the simultaneous conversion of each such HL ordinary share into one Parent Class A Ordinary Share, but there is a risk that alternate characterizations of the HL rights could result in U.S. federal income tax.

The failure of the Transactions to qualify as a reorganization for U.S. federal income tax purposes, or being subject to Section 367 of the Code, could result in an HL securityholder recognizing income, gain or loss (or, if the failure to qualify was because of the application of Section 367, recognition of gain, but not loss) with respect to the HL securities surrendered by such holder. If the Transactions constitute a taxable transaction to the HL securityholders and the warrants becoming exercisable for Parent Class A Ordinary Shares is treated for U.S. federal income tax purposes as giving rise to a taxable exchange of the warrants for new warrants, a holder of such warrants would be required to recognize gain or loss as a result of the Transactions. The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain; and a U.S. Holder may recognize gain or loss equal to the difference between (i) the fair market value of the Parent Class A Ordinary Shares and HL Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the HL ordinary shares, HL warrants, and HL rights exchanged therefor.

Due to lack of clear authority, the tax consequences of the Transactions on U.S. Holders of HL’s securities are not free from doubt, and U.S. Holders should seek the advice of their tax advisors. No assurance can be given that the Internal Revenue Service or the courts will agree that the Transactions qualify as a tax-free reorganization under Section 368(a) of the Code. For a more detailed description of the anticipated material U.S. federal income tax consequences of the Transactions, see the information set forth in “The Business Combination Proposals — Anticipated Material U.S. Federal Income Tax Consequences to HL and HL’s Securityholders.”

Non-Irish Holders (defined below) are not anticipated to be within the charge to Irish tax on chargeable gains on the automatic conversion of their HL ordinary shares into Parent Class A Ordinary Shares, or the automatic adjustment of their HL warrants into HL Parent Warrants, pursuant to the Merger, unless the HL ordinary shares or HL warrants were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, or were used, held or acquired for use by or for the purposes of an Irish branch or agency. For a more detailed description of the anticipated material Irish tax consequences of acquiring, holding and disposing of Parent Class A Ordinary Shares and HL Parent Warrants, see the section of this proxy statement/prospectus titled “The Business Combination Proposals — Anticipated Material Irish Tax Consequences to Non-Irish Holders.”

Anticipated Accounting Treatment of the Transactions

The Transactions will be accounted for as a continuation of Fusion Fuel, in accordance with IFRS. Under this method of accounting, while Parent is the legal acquirer of both HL and Fusion Fuel, Fusion Fuel has been identified as the accounting acquirer of HL for accounting purposes. This determination was primarily based on the significant influence that the Fusion Fuel Shareholders will have over Parent upon the consummation of the Transactions through their majority representation on Parent’s initial board of directors, their control of the operations and development of Parent through their and their affiliates’ service as management of Parent, and the shareholder protective provisions that apply to the Parent Class B Ordinary Shares to be held by the Fusion Fuel Shareholders after consummation of the Transactions. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Fusion Fuel issuing stock for the net assets of HL, accompanied by a recapitalization. The net assets of HL will be stated at fair value which approximates historical cost, as HL has only cash and short-term liabilities. No goodwill or other intangible assets will be recorded. Operations prior to the Transactions will be those of Fusion Fuel.

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Registrar of Corporate Affairs in the British Virgin Islands (“Registrar”) necessary to effectuate the Merger.

Risk Factors

In evaluating the proposals to be presented at the annual general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

Fusion Fuel and HL are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Transactions.

HL

HL’s balance sheet data as of June 30, 2020, 2019 and 2018, and income statement data for the years ended June 30, 2020 and 2019 and the period from May 15, 2018 (inception) through June 30, 2018 are derived from HL’s audited financial statements included elsewhere in this proxy statement/prospectus.

Balance Sheet Data:

 

June 30,
2020

 

June 30,
2019

 

June 30,
2018

Cash

 

$

107,663

 

$

16,181

 

$

50,891

Prepaid expenses and other current assets

 

$

43,250

 

$

54,172

 

$

Note receivable – related party

 

$

20,000

 

$

 

$

Marketable securities held in Trust Account

 

$

53,858,474

 

$

56,271,758

 

$

Promissory notes – related party

 

$

1,327,594

 

$

 

$

Convertible promissory notes – related party

 

$

533,619

 

$

 

$

Total liabilities

 

$

2,054,534

 

$

1,389

 

$

340,177

Ordinary shares subject to possible redemption

 

$

46,974,848

 

$

51,340,721

 

$

Total shareholders’ equity

 

$

5,000,005

 

$

5,000,001

 

$

19,833

Total liabilities and shareholders’ equity

 

$

54,029,387

 

$

56,342,111

 

$

360,010

Income Statement Data:

 

Year
Ended
June 30,
2020

 

Year
Ended
June 30,
2019

 

For the
Period
from
February 23,
2018
(inception)
through
June 30,
2018

Loss from operations

 

$

(1,027,382

)

 

$

(446,704

)

 

$

(5,167

)

Interest income on marketable securities held in trust

 

$

825,828

 

 

$

1,270,268

 

 

$

 

Unrealized gain on marketable securities held in trust

 

$

 

 

$

1,490

 

 

$

 

Net income (loss)

 

$

(201,554

)

 

$

825,054

 

 

$

(5,167

)

Basic and diluted net loss per share

 

$

(0.46

)

 

$

(0.17

)

 

$

(0.00

)

Weighted average shares outstanding, basic and diluted

 

 

1,948,817

 

 

 

1,919,807

 

 

 

1,250,000

 

Fusion Fuel

Fusion Fuel’s balance sheet and income statement data for January 1 to June 30, 2020 are derived from Fusion Fuel’s audited financial statements, included elsewhere in this proxy statement/prospectus. Also, Fusion Fuel’s balance sheet and income statement data for 2018 and 2019 are derived from Fusion Fuel’s audited financial statements included elsewhere in this proxy statement/prospectus.

Balance Sheet Data:

 

June 30,
2020
(Unaudited)

 

December 31,
2019

 

December 31,
2018

   

(in Euros)

 

(in Euros)

 

(in Euros)

Cash

 

$

377

 

 

$

458

 

$

Tangible assets, in progress

 

 

24,788

 

 

 

14,844

 

 

Other current assets

 

 

28,380

 

 

 

1,269

 

 

Current liabilities

 

 

223,812

 

 

 

15,676

 

 

Total liabilities

 

 

223,812

 

 

 

15,676

 

 

Total shareholders’ equity (deficit)

 

$

(170,267

)

 

$

896

 

$

Total liabilities and shareholders’ equity

 

$

53,545

 

 

$

16,571

 

$

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Statements of Operations:

 

Six
Months
Ended
June 30,
2020

 

Year
Ended
December 31,
2019

 

Six
Months
Ended
June 30,
2019

 

For the
Period from
July 26,
2018
(inception) to
December 31,
2018

   

(in Euros)

 

(in Euros)

 

(in Euros)

 

(in Euros)

Loss from operations

 

$

(220,163

)

 

$

(2,005

)

 

$

(1,511

)

 

$

Net loss

 

$

(220,163

)

 

$

(2,104

)

 

$

(1,511

)

 

$

Basic and diluted net loss per share

 

$

(5.25

)

 

$

(2,104.00

)

 

$

(1,511.00

)

 

$

Weighted average number of ordinary shares

 

 

41,929

 

 

 

1

 

 

 

1

 

 

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined balance sheet and the selected unaudited pro forma condensed combined statement of profit and loss combine the financial statements of Parent with the financial statements of HL and with the financial statements of Fusion Fuel. The selected unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated as of the balance sheet date. The selected unaudited pro forma combined statements of profit and loss give pro forma effect to the Transactions as if they had occurred at the earliest of the period presented.

The selected unaudited pro forma condensed combined balance sheet has been prepared using the following:

•        Parent’s audited financial statements for the period from inception date April 3, 2020 to June 30, 2020.

•        HL’s audited financial statements for the year ended June 30, 2020.

•        Fusion Fuel’s unaudited interim financial statements for the six months ended June 30, 2020.

The selected unaudited pro forma condensed combined statement of profit and loss has been prepared using the following:

•        Parent’s audited financial statements for the period from inception date April 3, 2020 to June 30, 2020.

•        HL’s audited financial statements for the year ended June 30, 2019, unaudited interim financial statements for the nine months ended March 31, 2019,  unaudited interim financial statements for the six months ended December 31, 2019, audited financial statements for the year ended June 30, 2020.

•        Fusion Fuel’s audited financial statements for the year ended December 31, 2019 and unaudited interim financial statements for the six months ended June 30, 2020

Further, the financial statements of HL are presented in USD and for pro forma purposes, have been converted to EUR by using an USD/EUR exchange rate of 0.8891 for the balance sheet, and an USD/EUR exchange rate of 0.907 and 0.8930 for profit and loss for the six months ended June 30, 2020 and twelve months ended December 31, 2019, respectively.

The financial statements of HL were prepared in accordance with U.S. GAAP. The financial statements of Fusion Fuel were prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Following the Transactions, Parent will qualify as a Foreign Private Issuer and will prepare its financial statements in accordance with IFRS. Accordingly, the unaudited pro forma condensed combined financial information has been prepared in accordance with IFRS.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of HL ordinary shares into cash:

•        Scenario 1 — Assuming No Redemptions:    This scenario assumes that no shareholders of HL will exercise their rights to redeem their ordinary shares.

•        Scenario 2 — Assuming Maximum Redemptions:    This scenario assumes that the PIPE Closing Condition is satisfied and that HL will meet the requirement to have at least $5,000,001 in net tangible assets as of the Closing (the “Net Assets Condition”) by virtue of the proceeds from the PIPE Investment, even if all then-outstanding HL public shares are redeemed, resulting in a maximum redemption of (i) 5,098,016 ordinary shares which represents all of the outstanding HL public shares at an assumed redemption price of €9.39 per share (based on a USD/EUR exchange rate of 0.8891 as of June 30, 2020) and (ii) 5,500,000 ordinary shares which represents all of the outstanding HL public shares at an assumed redemption price of €9.23 per share (based on a USD/EUR exchange rate of 0.8927 as of December 31, 2019).

The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the Transactions taken place on the dates noted, or the future financial position or operating results of Fusion Fuel. See the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

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Selected Unaudited Pro Forma Condensed Combined Balance sheet
June 30, 2020

 

Pro Forma
(No
Redemptions)

 

Pro Forma
(Maximum

Redemptions)

 

Pro Forma
(No
Redemptions)
(1)

 

Pro Forma
(Maximum
Redemptions)
(1)

Assets

 

 

   

 

   

 

   

 

 

Non-current assets

 

1,924,788

 

1,924,788

 

$

2,164,809

 

$

2,164,809

Cash and cash deposits

 

 

61,771,977

 

 

13,885,008

 

 

69,474,942

 

 

15,616,468

Prepaid expenses and other current assets

 

 

84,617

 

 

84,617

 

 

95,169

 

 

95,169

Total assets

 

63,781,382

 

15,894,413

 

$

71,734,920

 

$

17,876,447

   

 

   

 

   

 

   

 

 

Liabilities and shareholders’ equity

 

 

   

 

   

 

   

 

 

Other liabilities

 

414,321

 

414,321

 

$

465,987

 

$

465,987

Total Liabilities

 

 

414,321

 

 

414,321

 

 

465,987

 

 

465,987

   

 

   

 

   

 

   

 

 

Shareholders’ equity

 

 

   

 

   

 

   

 

 

Ordinary shares

 

 

1,032

 

 

579

 

 

1,161

 

 

651

   

 

   

 

   

 

   

 

 

Other equity – in total

 

 

63,366,029

 

 

15,479,513

 

 

71,267,773

 

 

17,409,809

   

 

   

 

   

 

   

 

 

Total Shareholders’ equity

 

 

63,367,061

 

 

15,480,092

 

 

71,268,934

 

 

17,410,460

Total liabilities and Shareholders’ equity

 

63,781,382

 

15,894,413

 

$

71,734,920

 

$

17,876,447

____________

(1)      For the purpose of this presentation, the underlying Balance Sheets of Parent and Fusion Fuel have been converted to an EUR/USD exchange rate of 1.1247. Ordinary shares corresponds to the outstanding ordinary shares at par value $0.0001 (or €0.0001 as rounded).

Selected Unaudited Pro Forma Condensed Combined Statement of Profit and Loss
Six Months ended June 30, 2020

 

Pro Forma
(No
Redemptions)

 

Pro Forma
(Maximum

Redemptions)

 

Pro Forma
(No
Redemptions)
(1)

 

Pro Forma
(Maximum

Redemptions)(1)

Operating costs

 

745,212

 

 

745,212

 

 

$

821,510

 

 

$

821,510

 

Net income/(loss)

 

(745,212

)

 

(745,212

)

 

$

(821,510

)

 

$

(821,510

)

____________

(1)      For the purpose of this presentation, the underlying Profit and Loss statements of Parent and Fusion Fuel have been converted to an EUR/USD exchange rate of 1.1024

Selected Unaudited Pro Forma Condensed Combined Statement of Profit and Loss
Twelve Months ended December 31, 2019

 

Pro Forma
(No Redemptions)

(amounts in
EUR)

 

Pro Forma
(Maximum

Redemptions)
(amounts in
EUR)

 

Pro Forma
(No Redemptions)
(1)
(amounts in
USD)

 

Pro Forma
(Maximum

Redemptions)(1)
(amounts in
USD)

Operating costs

 

613,915

 

 

613,915

 

 

$

687,446

 

 

$

687,446

 

Interest costs

 

 

99

 

 

 

99

 

 

 

111

 

 

 

111

 

Net income/(loss)

 

(614,014

)

 

(614,014

)

 

$

(687,577

)

 

$

(687,577

)

____________

(1)     For the purpose of this presentation, the underlying Profit and Loss statement of Fusion Fuel has been converted to an EUR/USD exchange rate of 1.1198

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data for Parent, HL and Fusion Fuel on a stand-alone basis and the unaudited pro forma condensed combined per share data for the six months ended June 30, 2020 and the twelve months ended December 31, 2019 after giving effect to the Transactions, (1) assuming that no shareholders of HL will exercise their right to redeem their ordinary shares; and (2) assuming that shareholders of HL will elect to redeem a total of (i) 5,098,016 ordinary shares which is all of the HL public shares that could be redeemed in connection with the Transactions with respect to the unaudited pro forma condensed combined per share information for the six months ended June 30, 2020 and (ii) 5,500,000 ordinary shares which is all of the HL public shares that could be redeemed in connection with the Transactions with respect to the unaudited pro forma condensed combined per share information for the twelve months ended December 31, 2019.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Parent, HL and Fusion Fuel and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of Parent, HL and Fusion Fuel would have been had the companies been combined during the periods presented.

(all amounts in EUR)

 

Parent

 

HL(1)(2)

 

Fusion
Fuel

 

Pro Forma
Condensed
Combined
(No
Redemptions)

 

Pro Forma
Condensed
Combined
(Maximum
Redemptions)

Six months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

(1,708

)

 

(291,344

)

 

(220,163

)

 

(745,212

)

 

(745,212

)

Shareholders’ equity (deficit)

 

 

(1,707

)