UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: December 2022
Commission File Number: 005-91913
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
The Victorians
15-18 Earlsfort Terrace
Saint Kevin’s
Dublin 2, D02 YX28, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
This Report of Foreign Private Issuer on Form 6-K (“Form 6-K”) of Fusion Fuel Green PLC (the “Company”) contains the Company’s unaudited interim condensed consolidated statements of financial position and unaudited condensed consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2022 and 2021, which have not been reviewed by the Company’s independent accountants. While the Company recently provided unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2022 as the most recently available financial information, the Company is providing the unaudited financial statements for the six month period ended June 30, 2022 and 2021 for the purpose of meeting the requirements of NASDAQ Listing Rule 5250(c)(2).
Six Months Ended June 30, 2022
Condensed consolidated statements of financial position (Unaudited)
| As at | ||||||||
| June 30, 2022 | December 31, 2021 (Audited) | |||||||
| €’000 | €’000 | |||||||
| Non-current assets | ||||||||
| Intangible assets | 5,374 | 3,847 | ||||||
| Property, plant and equipment | 26,628 | 18,111 | ||||||
| Total non-current assets | 32,002 | 21,958 | ||||||
| Current assets | ||||||||
| Inventory | 9,490 | 3,685 | ||||||
| Prepayments and other receivables | 10,996 | 8,472 | ||||||
| Financial asset investments at fair value through profit or loss | 8,609 | 27,453 | ||||||
| Cash and cash equivalents | 1,996 | 7,681 | ||||||
| Total current assets | 31,091 | 47,291 | ||||||
| Total assets | 63,093 | 69,249 | ||||||
| Non-current liabilities | ||||||||
| Trade and other payables – lease liability | 866 | 411 | ||||||
| Total non-current liabilities | 866 | 411 | ||||||
| Current liabilities | ||||||||
| Trade and other payables | 3,450 | 2,877 | ||||||
| Derivative financial instruments - warrants | 13,577 | 15,271 | ||||||
| Accrued expenses | 959 | 1,178 | ||||||
| Total current liabilities | 17,986 | 19,326 | ||||||
| Total liabilities | 18,852 | 19,737 | ||||||
| Net assets | 44,241 | 49,512 | ||||||
| Equity | ||||||||
| Share capital | 2 | 2 | ||||||
| Share premium | 213,611 | 213,477 | ||||||
| Share-based payments reserve | 2,152 | 463 | ||||||
| Foreign currency translation reserve | (29 | ) | - | |||||
| Retained earnings | (171,495 | ) | (164,430 | ) | ||||
| Total equity | 44,241 | 49,512 | ||||||
Condensed consolidated statements of profit or loss and other comprehensive income (Unaudited)
| For the six months ended June 30, 2022 | For the six months ended June 30, 2021 | |||||||
| €’000 | €’000 | |||||||
| Operating expenses | ||||||||
| Administration expenses | (6,980 | ) | (2,782 | ) | ||||
| Share-based payment expense | (1,755 | ) | (9,792 | ) | ||||
| Operating loss | (8,735 | ) | (12,574 | ) | ||||
| Net finance income | ||||||||
| Finance income | 367 | 1,076 | ||||||
| Finance costs | (7 | ) | - | |||||
| Fair value movement on derivatives | 1,694 | 8,387 | ||||||
| Net finance income | 2,054 | 9,463 | ||||||
| Share of losses of equity-accounted investees | (282 | ) | - | |||||
| Profit/ (loss) before tax | (6,963 | ) | (3,111 | ) | ||||
| Income tax expense | (34 | ) | - | |||||
| Loss for the period | (6,997 | ) | (3,111 | ) | ||||
| Other comprehensive income | ||||||||
| Items that are or may be reclassified subsequently to profit or loss | ||||||||
| Foreign operations – foreign currency translation differences | (29 | ) | - | |||||
| Total comprehensive loss | (7,026 | ) | (3,111 | ) | ||||
| Basic and diluted (loss) per share | (0.54 | ) | (0.24 | ) | ||||
The above unaudited interim statements of financial position and statements of profit or loss and other comprehensive income (the “financial information”) have been prepared in accordance with International Financial Reporting Standards and the Company’s accounting policies but do not constitute an interim financial report as defined in IAS 34 (Interim Financial Reporting).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: December 14, 2022 | /s/ Frederico Figueira de Chaves |
| Frederico Figueira de Chaves | |
| Chief Financial Officer |