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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

FORM\n20-F/A

(Amendment No. 1)

(Mark\none)

\n \n \n \n

☐	REGISTRATION\n STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

\n \n \n \n

☒	ANNUAL\n REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For\nthe fiscal year ended December 31, 2025

\n \n \n \n

☐	TRANSITION\n REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For\nthe transition period from __________ to _________

\n \n \n \n

☐	SHELL\n COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date\nof event requiring this shell company report __________

Commission\nfile number 001-39789

Fusion\nFuel Green PLC

(Exact\nname of the Registrant as specified in its charter)

Not\nApplicable

(Translation\nof Registrant’s name into English)

Ireland

(Jurisdiction\nof incorporation or organization)

9\nPembroke Street Upper

Dublin,\nD02 KR83

Ireland

(Address\nof principal executive offices)

Frederico\nFigueira de Chaves, Chief Executive Officer, Interim

Chief\nFinancial Officer, and Chief Strategy Officer

9\nPembroke Street Upper

Dublin\nD02 KR83

Ireland

Tel:\n+353 1 961 9350

(Name,\nTelephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities\nregistered or to be registered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class		Trading\n Symbol		Name\n of each exchange on which registered
Class\n A Ordinary Shares, $0.0035 nominal value per share		HTOO		The\n Nasdaq Stock Market LLC

Securities\nregistered or to be registered pursuant to Section 12(g) of the Act:

None

(Title\nof Class)

Securities\nfor which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title\nof Class)

Indicate\nthe number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered\nby the annual report: 2,288,291 Class A Ordinary Shares with a nominal value of $0.0035 each as of December 31, 2025.

Indicate\nby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

\n \n \n \n \n

☐ Yes

☒ No

If\nthis report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section\n13 or 15(d) of the Securities Exchange Act of 1934.

\n \n \n \n \n

☐\n Yes

☒ No

注意\n– 勾选上面的方框不会免除根据《1934年证券交易法》第13条或第15(d)条需要提交报告的注册人根据这些条款的义务。

请通过勾选方框表明注册人（1）在过去12个月（或注册人需要提交此类报告的较短期间）是否已提交所有根据《1934年证券交易法》第13条或第15(d)条应提交的报告，以及（2）是否在过去90天内受到此类提交要求的约束。

\n \n \n \n \n

☒ 是

☐ 否

请通过勾选方框表明注册人是否在过去12个月（或注册人需要提交此类文件的较短期间）内根据《S-T条例》第405条（本章第232.405条）提交了所有应提交的交互式数据文件。

\n \n \n \n \n

☒ 是

☐\n 否

请通过勾选方框表明注册人是大型加速提交者、加速提交者、非加速提交者，还是新兴成长公司。请参见《交易法》第12b-2条中“大型加速提交者”、“加速提交者”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n

大型\n 加速提交者 ☐	加速\n 提交者 ☐	非加速\n 提交者 ☒
		新兴\n 成长公司 ☒

如果是一家新兴成长公司，并且其财务报表是根据美国通用会计准则（U.S. GAAP）编制的，请通过勾选方框表明注册人是否已选择不使用根据《交易法》第13(a)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

†\n “新修订的财务会计标准”一词指财务会计准则委员会在2012年4月5日之后对其会计准则汇编发布的任何更新。

请通过勾选方框表明注册人是否已由为其编制或出具审计报告的注册公众会计公司提交了根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C. 7262(b)）的管理层对财务报告内部控制有效性的评估报告和鉴证报告。 ☐

如果根据《法案》第12(b)条注册证券，请通过勾选方框表明注册人提交的文件中包含的财务报表是否反映了对先前已发布财务报表的错误更正。 ☒

请通过勾选方框表明这些错误更正中是否有需要根据§240.10D-1(b)对注册人相关恢复期内任何高管收到的基于激励的补偿进行恢复分析的重述。 ☒

请通过勾选方框表明注册人用于编制本文件中包含的财务报表的会计基础：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

美国\n 通用会计准则 ☐	国际财务报告准则由国际会计准则理事会发布		其他\n ☐
	由\n 国际会计准则理事会发布	☒

如果在上一问题中选择了“其他”，请通过勾选方框表明注册人选择了遵循哪一项财务报表项目。

\n \n \n \n \n

☐\n 项目 17

☐\n 项目 18

如果这是年度报告，请通过勾选方框表明注册人是否为壳公司（根据《交易法》第12b-2条的定义）。

\n \n \n \n \n

☐\n 是

☒ 否

（仅适用于过去五年内涉及破产程序的发行人）

通过勾选方框表明注册人是否已提交了根据《1934年证券交易法》第12、13或15(d)条要求提交的所有文件和报告，自法院确认计划下证券分发后。

\n \n \n \n \n

☐\n 是

☐ 否

说明性备注

Fusion\nFuel Green PLC（“公司”）正在根据20-F/A表格提交第1号修正案（本“修正案”），对截至2025年12月31日财年年度报告20-F表格进行修正，该报告最初于2026年5月7日向美国证券交易委员会（“SEC”）提交（“原始提交”），目的是（1）重新表述截至2025年12月31日及该年度的经审计合并财务报表，并对原始提交中的披露内容进行相关修改，以及（2）更正某些其他错误，并包含某些在原始提交中意外遗漏的披露内容。

更正的背景。在原始申报之后，发现公司在截至2025年12月31日的合并财务报表中存在错误，这些错误与公司对Quality Industrial Corp.（“QIND”）的投资会计处理有关，QIND是一家以美元为功能货币的外国运营公司。这些错误包括：（i）在收购QIND时产生的商誉减值，该减值未被确认；（ii）该商誉以及收购时产生的公允价值调整的折算，这些错误是按照收购日的汇率而非期末汇率进行折算的，以及相关的摊销未按当年的平均汇率进行折算；（iii）QIND折算产生的汇兑差额，这些差额被确认为财务收入而非其他综合收益，同时对合并时QIND权益的抵消以及少数股东权益进行了相关更正；（iv）QIND的少数股东权益，这些权益未被分配到QIND当年的收益和其他综合收益，也未根据公司对QIND所有权利益的变化进行调整。上述最后一个错误是在编制更正后的合并财务报表过程中发现的。2026年9月25日，公司董事会审计委员会在与公司管理层以及公司独立注册公共会计事务所Bush & Associates CPA LLC讨论后，得出结论认为，公司此前发布的截至2025年12月31日的合并财务报表不再可信，应进行更正。公司于2026年9月25日通过向SEC提交的6-K表格报告披露了这一结论，并通过2026年10月6日提交的6-K/A表格修正版进行了修正。

更正的影响。更正使公司截至2025年12月31日的年度亏损增加了400万欧元，从100万欧元增至500万欧元，使归属于公司股东的亏损从170万欧元增至410万欧元，或从每股基本和稀释亏损1.27欧元增至3.07欧元。归属于非控制性权益的亏损从70万欧元增至90万欧元。这导致其他综合亏损230万欧元，并使2025年12月31日的总权益减少了380万欧元，从2050万欧元降至1670万欧元。更正对收入、现金及现金等价物或投资或融资活动的净现金流量（净现金用于经营活动减少了13,000欧元，如注释5所述）没有影响，对截至2024年和2023年12月31日的合并财务报表也没有影响（2024年比较数据已在原始提交文件中更正，如注释5(B)所述，本次修正不再进一步更改）。更正在本修正案包含的合并财务报表的注释5中有所描述。

修订的项目。本次修正修订了第一部分，第3.D项“风险因素”、第5项“经营和财务回顾与前景”、第6.F项“披露发行人收回错误授予补偿的行动”、第7.B项“关联方交易”、第8项“财务信息”、第10.C项“重大合同”；第二部分，第15项“内部控制和程序”；以及第三部分，第18项“财务报表”和第19项“附录”。本次修正完整列出了经修订的原始提交文件，并包括了公司首席执行官和首席财务官的新认证（附录12.1和13.1）以及公司独立注册会计师事务所的新同意书（附录15.1和15.2）。

除上述内容外，以及除在合并财务报表注释30中披露的2025年12月31日之后的事件外，本次修正不反映原始提交文件日期之后发生的事件，也不修改或更新原始提交文件中的披露内容。

FUSION FUEL GREEN PLC

20-F/A年度报告（修正第1号）

截至2025年12月31日的年度

		页码
	第一部分

项目 1。	董事、高级管理人员和顾问	1
项目 2。	发行统计和预期时间表	1
项目 3。	关键信息	1
3.A。	[保留]	1
3.B。	资本结构和债务	1
3.C。	发行原因和收益用途	1
3.D。	风险因素	1
项目 4。	公司信息	37
4.A。	公司历史和发展	37
4.B。	业务概览	43
4.C。	组织结构	48
4.D。	财产、厂房和设备	50
项目 4A。	未解决的员工意见	51
项目 5。	经营与财务回顾及前景	51
5.A.	经营成果	51
5.B.	流动性与资本资源	56
5.C.	研究与开发、专利与许可等	79
5.D.	趋势信息	80
5.E.	关键会计估计	80
项目\n 6.	董事、高级管理人员和员工	80
6.A.	董事和高级管理人员	80
6.B.	薪酬	82
6.C.	董事会实践	82
6.D.	员工	84
6.E.	股份持有情况	84
6.F.	披露发行人收回错误授予薪酬的行动	85
项目\n 7.	主要股东和关联方交易	85
7.A.	主要股东	85
7.B.	关联方交易	88
7.C.	专家和法律顾问的利益	88
项目\n 8.	财务信息	88
8.A.	合并报表和其他财务信息	88
8.B.	重大变化	89
项目\n 9.	要约与上市	89
9.A.	要约与上市详情	89
9.B.	发行计划	89
9.C.	市场	89
9.D.	销售股东	89
9.E.	稀释	89
9.F.	发行费用	89
项目\n 10.	附加信息	90
10.A.	股本	90
10.B.	公司章程	90
10.C.	重要合同	90
10.D.	外汇管制	98
10.E.	税收	99
10.F.	股息和收款代理	106
10.G.	专家的声明	106
10.H.	展示文件	106
10.I.	子公司信息	106
10.J.	致股东的年度报告	106
项目\n 11.	关于市场风险的定量和定性披露	106
项目\n 12.	其他权益证券以外的证券描述	106
12.A.	债务证券	106
12.B.	认股权证和权利	106
12.C.	其他证券	106
12.D.	美国存托股份	106

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	第二部分

项目\n 13.	违约、股息拖欠和未付	107
项目\n 14.	对证券持有人权利的重大修改和资金用途	107
项目\n 15.	控制与程序	107
项目\n 16。	[保留]	109
项目\n 16A。	审计委员会财务专家	109
项目\n 16B。	道德准则	109
项目\n 16C。	发行人及关联购买方的股权证券购买	109
项目\n 16D。	审计委员会上市标准的豁免	110
项目\n 16E。	发行人及关联购买方的股权证券购买	110
项目\n 16F。	注册人认证会计师的变更	110
项目\n 16G。	公司治理	110
项目\n 16H。	矿山安全披露	111
项目\n 16I。	关于阻止检查的外国司法管辖区的披露	111
项目\n 16J。	内部交易政策	111
项目\n 16K。	网络安全	111

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	第三部分

项目\n 17。	财务报表	112
项目\n 18。	财务报表	112
项目\n 19。	附录	112

某些\n信息

在本《20-F表格年度报告》第1号修正案（本“年度报告”）中使用，除非另有说明或上下文另有要求，对以下内容的引用：

●

“AED”\n 是阿联酋的法定货币。

●

“Al\n Shola Gas” 是阿联酋公司 Al Shola Al Modea Gas Distribution LLC。

●

“Biosteam\n Energy” 是一家在南非注册的私人公司 Biosteam Energy (Proprietary) Limited。

●

“Bright\n Hydrogen Solutions” 是一家在爱尔兰注册的有限公司 Bright Hydrogen Solutions Limited。

●

“A类普通股” 是公司的 A类普通股，每股面值为 0.0035 美元。

●

“DTC”\n 是存管信托公司。

●

“Fusion\n Fuel”、“我们”、“我们”、“我们”、“公司”\n 或“我们的公司” 是一家在爱尔兰注册的上市公司 Fusion Fuel Green PLC，包括其合并的子公司。

●

“Fusion\n Fuel Green PLC” 是一家在爱尔兰注册的上市公司 Fusion Fuel Green PLC。

●

“Fusion\n Fuel Portugal” 是一家在葡萄牙注册的上市公司 Fusion Fuel Portugal, S.A。

●

“HL”\n 是一家在英属维尔京群岛注册的商业公司 HL Acquisitions Corp。

●

“Ilustrato”\n 是 Ilustrato Pictures International, Inc.，一家内华达州公司。

●

“爱尔兰\n 公司法” 是指《2014年爱尔兰公司法》（经修订）。

●

“爱尔兰\n 收购规则” 是指《1997年爱尔兰收购委员会法案》、《2022年爱尔兰收购规则》。

●

“JOBS\n 法案” 是指美国《创业企业启动法案》。

●

“LPG”\n 是液化石油气。

●

“Nasdaq”\n 是纳斯达克证券市场有限责任公司。

●

“QIND”\n 是 Quality Industrial Corp.，一家内华达州公司。

●

“QIND\n 交割” 是指根据 QIND 购买协议所设想的交易的交割。

●

“QIND\n 普通股对价” 是指 109,114 股 A 类普通股。

●

“QIND\n 购买协议” 是指日期为 2024 年 11 月 18 日的股票购买协议，由公司、QIND、Ilustrato 以及 QIND 的其他一些股东（与 Ilustrato 一起，统称为“QIND 卖方”）签署。

●

“皇家\n 铀” 是皇家铀公司，一家根据加拿大不列颠哥伦比亚省法律成立的公司。

●

“萨班斯-奥克斯利\n 法案” 是指《2002年萨班斯-奥克斯利法案》。

●

“SEC”\n 是美国证券交易委员会。

●

“A 系列\n 优先股” 是指公司面值为每股 0.0001 美元的 A 系列可转换优先股。

●

“A 系列\n 优先股转换” 是指在（i）A 系列转换股东批准之后，以及（ii）公司向纳斯达克提交的首次上市申请获得批准之后，将 A 系列优先股转换为一定数量的 A 类普通股，该数量可能需要调整。

iii

●

“A 系列\n 转换股东批准” 是指根据适用的爱尔兰法律，公司股东批准公司发行相关 A 类普通股。

●

“阿联酋\n ” 是指阿拉伯联合酋长国。

●

“公众认股权证”是指由HL发行的认股权证，（i）作为HL首次公开发行单位的一部分发行，自动调整以提供以每股402.50美元的初始行权价购买A类普通股，（ii）在HL的某些私募发行中发行，自动调整以提供以每股402.50美元的初始行权价购买A类普通股，（iii）在某些可转换债券转换时发行，自动调整以提供以每股402.50美元的初始行权价购买A类普通股，（iv）由公司向Fusion Fuel Portugal的前股东发行，以每股402.50美元的初始行权价购买A类普通股，以及（v）在达成某些里程碑后，由公司向Fusion Fuel Portugal的前股东发行或可发行，以每股402.50美元的初始行权价购买A类普通股。公众认股权证根据其条款于2025年12月10日到期。

除非另有说明，在本年度报告中，“美元”和“$”指的是美国的法定货币（“美国”），所有“欧元”和“€”的引用均指欧洲联盟（“欧盟”）的法定货币。我们的报告货币和功能货币是欧元。

除非另有说明，本年度报告中从美元到欧元的翻译是按照1.1736美元兑换1.00欧元的汇率进行的，该汇率是美国联邦储备委员会的H.10统计发布中截至2025年12月31日的历史汇率。2026年4月24日，中午欧元兑换美元的买入汇率为1.1718美元兑换1.00欧元。本年度报告中并未作出任何保证，即本报告中提到的欧元或美元金额可以或可能以任何特定汇率或根本无法兑换成美元或欧元。任何表格中总金额与列出金额之和之间的差异是由于四舍五入造成的。

截至2025年、2024年和2023财年结束的经审计的合并财务报表及附注，已根据国际财务报告准则（“IFRS”）编制。我们的财年结束日期为12月31日。

除非另有注明，本报告中的股份和每股信息已调整，以反映A类普通股的1比35（1比35）股份合并，该合并于2025年7月11日东部时间下午5:00起具有法律效力。

关于前瞻性声明的警示说明

本年度报告包含或可能包含根据《1933年证券法》（经修订）第27A条（“证券法”）和《1934年证券交易法》（经修订）第21E条（“交易法”）定义的前瞻性声明，这些声明涉及重大风险和不确定性。所有非历史事实的陈述均为前瞻性声明。这些前瞻性声明包括关于我们可能或假设的未来运营结果或业绩的信息。这些声明涉及已知和未知的风险、不确定性和其他因素，包括在本年度报告第3.D项“风险因素”、第5.A项“经营成果”及其他部分列出的内容，这些因素可能导致我们的实际结果、业绩或成就与前瞻性声明中明示或暗示的内容有重大差异。

在某些情况下，这些前瞻性声明可以通过诸如“可能”、“将”、“相信”、“预期”、“预期”、“估计”、“预测”、“打算”、“应”、“寻求”、“未来”、“继续”、“计划”、“目标”、“预测”、“潜力”或这些词语的否定形式或其他类似表达来识别。本年度报告中包含的前瞻性声明涉及以下内容：

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我们服务合同各方获得所有必要的监管和其他批准和同意，以及在拟议项目中提供所有必要产品和服务的能力；

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我们项目产生预期的自由现金流或净利润的能力，以使公司在拟议项目中实现预期回报；

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我们的目标和策略；

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我们未来业务发展、财务状况和经营成果；

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我们预计的收入、利润、收益和其他估计的财务信息；

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我们获得扩展业务所需额外资金的能力；

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我们行业中的增长和竞争趋势；

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我们经营市场中一般经济和商业状况的波动；以及

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与我们行业相关的政府政策和法规。

本年度报告中包含的前瞻性声明仅反映本年度报告的日期，或如果来自第三方研究或报告，则反映相应研究或报告的日期，并且完全受本年度报告中的警示性声明的限制。由于我们所处的环境是新兴且不断发展的，而且不时会出现新的风险因素和不确定性，因此你不应将前瞻性声明视为对未来事件的预测。除非根据美国证券法的要求，否则我们不承担更新或修订任何前瞻性声明以反映本年度报告日期后的事件或情况，或反映未预见事件发生的义务。

第一部分

第1项\n董事、高级管理人员和顾问的名称

不适用。

第2项\n发行统计和预期时间表

不适用。

第3项\n关键信息

3.A.\n[保留]

3.B.\n资本化和负债

不适用。

3.C.\n发行原因和收益用途

不适用。

3.D.\n风险因素

在决定是否投资我们的证券之前，请仔细考虑以下风险因素以及本年度报告中包含的所有信息，包括但不限于“关于前瞻性声明的警示性说明”部分以及我们的财务信息。这些风险因素中的一项或多项，或其组合，可能会对我们的业务、财务状况或经营成果产生重大影响。在任何此类情况下，我们证券的市场价格可能会下跌，您可能会损失全部或部分投资。我们目前未知的其他风险和不确定性，或我们目前认为不重要的风险和不确定性，也可能对我们的业务、财务状况或经营成果产生重大不利影响。

概述\n风险因素

与我们业务相关的风险

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公司最近的重组努力可能无法防止其长期持续的净亏损历史。

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公司业务策略的转变可能不会产生预期的结果。

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公司计划收购Royal Uranium最多3,750,025股A类普通股的股权，仍需完成交易，交易完成后，可能不会带来收入的显著增长，同时会稀释公司股东。

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公司可能在整合QIND时面临挑战，并无法实现预期的协同效应。

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公司和QIND将因合并和业务整合而产生大量费用。

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如果A系列优先股转换和QIND与公司的合并完成，现有A类普通股的主要持有人将对本公司拥有实质控制权，这可能会限制其他股东对公司事务和关键交易（包括控制权变更）的影响力。

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我们对战略交易的追求和对资本资源的需求，包括潜在的股权发行，可能会稀释股东权益并对我们的业务产生不利影响。

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我们当前的债务水平可能会对我们的财务状况或流动性产生不利影响，我们可能会难以履行债务义务，这可能对我们产生重大不利影响。

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我们未来可能签订的任何信贷或类似协议可能会限制我们的运营，尤其是我们应对变化或对业务采取某些行动的能力。

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我们需要获得额外资金以继续运营。如果我们无法获得必要的融资，或无法实现盈利或无法持续盈利，那么我们可能无法继续运营，并可能被迫大幅延迟、缩减或停止我们的运营。

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我们的资产负债表上有大量商誉和无形资产。未来对商誉和无形资产的减记可能会导致我们的收益减少或损失增加。

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我们的业务运营可能因信息系统中断或网络安全隐患而受到不利影响。

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我们业务的成功取决于我们维护和提升声誉和品牌的能力。

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我们的长期成功在一定程度上取决于我们开展和拓展国际业务的能力，我们的业务易受国际业务相关风险的影响。

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与气候变化和其他环境影响相关的风险，以及客户、股东和其他利益相关方对气候变化问题日益关注和不断变化的看法，可能会对我们的业务和运营产生负面影响。

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我们可能会受到通货膨胀影响。

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相对较高的利率可能会对我们业务产生不利影响。

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在审计我们合并财务报表的过程中，我们发现我们在财务报告内部控制方面存在重大缺陷。如果我们未能建立并保持有效的财务报告内部控制体系，我们准确及时地报告财务结果或防止欺诈的能力可能会受到不利影响，投资者信心和A类普通股的市场价格可能会受到不利影响。

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我们依赖于我们的管理团队，如果失去团队中的任何关键成员，可能会阻碍我们及时或根本无法实施我们的业务计划。

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如果我们无法吸引和留住关键员工，并招聘到合格的管理人员、技术人员、工程师和销售人员，我们竞争和成功扩展业务的能力可能会受到损害。

与我们替代能源服务相关的风险

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我们的业务可能会受到替代能源项目执行风险和我们对第三方依赖的不利影响。

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我们参与合资企业、依赖项目融资以及涉足生物质发电蒸汽项目可能会对我们的业务和经营成果产生不利影响。

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对替代能源服务的需求不确定，且取决于政府政策。

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公司在替代能源服务领域将面临激烈的竞争。

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供应链中断和成本增加可能会对公司的替代能源业务产生负面影响。

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公司的替代能源业务将面临复杂且不断变化的监管要求。

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法律和合同风险可能会对公司的替代能源业务产生不利影响。

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转向替代能源咨询和工程业务可能会涉及知识产权风险。

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如果无法及时根据市场变化、客户需求、竞争压力、与气候变化相关的进展和能源结构转型以及技术趋势推出具有商业竞争力的服务，我们的业务和合并经营成果可能会受到重大不利影响，我们的知识产权价值也可能降低。

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如果我们无法以具有竞争力的成本吸引、雇佣和留住技术人员，我们的运营能力和增长潜力可能会受到重大不利影响。

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如果我们无法跟上行业技术的发展，这可能会对我们赢得、保持和扩大市场份额的能力产生不利影响。

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我们的替代能源服务活动面临诸多开发风险、运营危险、监管批准和其他风险，这些风险可能无法完全由保险覆盖，可能导致成本超支和延误，从而对我们业务、经营成果、财务状况、流动性和前景产生重大不利影响。

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我们的业务面临地震、火灾、洪水、海啸、流行病等自然灾害以及人为问题（如技术灾难、计算机病毒或恐怖主义）导致的中断风险。

与我们燃气分销业务相关的风险

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2026年2月下旬升级的伊朗冲突，对我们在迪拜的液化石油气（LPG）分销业务构成了重大风险。

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QIND在其未偿还的可转换本票下处于违约状态，这可能导致该等债务加速到期、执行担保权益、将未偿还金额转换为QIND普通股的稀释性转换，以及其他重大不利后果。

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QIND依赖公司和外部融资来为其运营提供资金，但无法保证此类支持会在需要时得到偿还或可用。

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我们的燃气分销业务面临众多运营、监管和市场风险，这些风险可能会对它的财务表现和长期生存能力产生不利影响。

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我们依赖于产品中使用的原材料、零件和组件的可用性。

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商品价格的上涨可能会影响我们产品的成本或价格，以及短期营运资金需求，这可能会影响我们维持和增长收益的能力。

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由于性能故障、制造错误、延迟或短缺，我们可能会失去市场份额和市场接受度。

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我们所处的市场非常具有竞争性，这可能会减少销售额和运营利润率。

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天然气价格大幅下降可能会显著降低我们的毛利或现金流。

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如果天然气价格上涨，我们可能无法将成本增加转嫁给客户。

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我们偶尔会以长期固定价格合同的形式提供集成的天然气配送项目管理服务，这可能要求我们承担与成本超支、运营成本通胀、劳动力供应和生产率、供应商和承包商的价格和表现以及可能的违约金索赔相关的额外风险。

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天然气价格的趋势会影响我们客户勘探、开发和生产活动的水平，以及对我们产品和服务的需求，这可能对我们的业务、合并运营结果和合并财务状况产生重大不利影响。

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我们的业务依赖于客户的资本支出，资本支出的减少可能对我们的天然气配送业务、合并运营结果和合并财务状况产生重大不利影响。

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原材料的供应、价格和运输的限制可能对我们的天然气配送业务和合并运营结果产生重大不利影响。

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如果这些产品的制造商在我们服务的市场中向最终用户直接销售大量商品，我们所分销产品的市场需求可能会减少。

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我们销售的气体产品供应商的价格下调可能导致我们的库存价值下降。此外，这种价格下调可能导致我们的客户要求降低这些产品的销售价格，这可能会降低我们的利润率和盈利能力，特别是当我们之前以较高价格购买了这些产品的库存，而我们现在必须以较低的市场价格出售给客户时。

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我们的运营面临气体行业固有的风险，因此我们可能面临可能影响我们财务状况和声誉的潜在责任。

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我们面临与在新兴市场投资相关的增加的风险，特别是中东地区，尤其是阿联酋。这些风险包括该地区重大的政治、社会和经济不确定性。鉴于这些市场的易变性，这些地区的不稳定可能对我们的投资价值产生重大不利影响。

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我们面临阿联酋和中东地区潜在不可预测的法律和监管环境的风险。

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我们面临阿联酋可能的签证法规变化带来的风险，这可能对我们的业务运营产生不利影响。

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我们面临阿联酋可能的非法或任意政府行为带来的风险，这可能对我们的运营和财务表现产生负面影响。

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我们面临国际制裁的风险，这可能对我们的业务活动、运营结果和财务状况产生重大影响。

与我们证券所有权相关的风险

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我们可能无法在纳斯达克维持A类普通股的上市。

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我们的经营成果和股价可能会波动，您可能会损失全部或部分投资。

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在某些有限情况下，公司支付的股息可能需缴纳爱尔兰股息预提税。

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通过赠与或继承获得的A类普通股可能需缴纳爱尔兰财产获得税。

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A\n 普通股A类股份的转让，除通过DTC的簿记权益转让外，可能会被征收爱尔兰印花税。

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如果\n 普通股A类股份不符合DTC设施内的存管和清算条件，那么普通股A类股份的交易可能会受到干扰。

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爱尔兰\n 法律与美国现行法律不同，美国投资者可能难以对我们、我们的董事或高级管理人员追究民事责任。

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我们证券\n 的投资可能会导致不确定的美国联邦所得税后果。

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作为一家爱尔兰公众有限公司，有关公司资本结构的某些决策需要获得公司股东的批准，这可能会限制公司管理其资本结构的灵活性。

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公司的章程条款以及爱尔兰法律条款可能会使收购我们公司变得更加困难，限制股东试图更换或解除我们现任董事的尝试，并限制普通股A类股份的市场价格。

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对公司\n 的收购尝试将受到爱尔兰收购规则的约束，并且将处于爱尔兰收购委员会的监管管辖之下。因此，根据爱尔兰收购规则，公司董事会在抵御未经邀请的收购尝试方面可能会受到限制。

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We\n are a foreign private issuer within the meaning of the rules under the Exchange Act, and\n as such we are exempt from certain provisions applicable to U.S. domestic public companies.

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As\n a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate\n governance standards applicable to domestic U.S. issuers. This may afford less protection\n to holders of our shares.

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We\n may lose our foreign private issuer status in the future, which could result in significant\n additional costs and expenses.

Risks\nRelated to Our Business

The\nCompany’s recent restructuring efforts may fail to prevent the long-term continuation of its history of net losses.

The\nCompany has historically incurred significant net losses and anticipates that these losses may continue for at least the next 12 to 18\nmonths as it navigates a period of substantial transition. The Company’s financial results have been impacted by multiple factors.\nHistorically, the Company’s business model centered around the development and sale of its “green hydrogen” technology\nsolutions. However, during 2024, these services were discontinued due to lack of capital following the lack of consummation of the transactions\ncontemplated by a certain Subscription Agreement, dated as of August 28, 2024, as amended on October 9, 2024, between the Company and\nthe investor signatory thereto (see Item 8.A. “Financial Information – Consolidated Statements and Other Financial Information\n– Legal Proceedings – Claim Against Hydrogenial”). On November 11, 2024, Fusion Fuel Portugal, which operated substantially\nall of our former business activities, filed for insolvency in Portugal. As a result, the production and sale of our green hydrogen product\nline and related research and development activities ceased and will no longer be continued. On November 26, 2024, we closed on the acquisition\nof a majority stake in QIND, a company primarily operating as a gas distributor through its 51% ownership of Al Shola Gas. These structural\nchanges introduced significant uncertainties, particularly regarding revenue generation and cost management.

The\nCompany must successfully integrate new business units and establish its revised strategy focused on providing full-service energy engineering\nand advisory solutions, as well as industrial gas applications. Our alternative energies (including hydrogen and biomass) engineering\nand advisory business have generated an insignificant amount of revenue as of December 31, 2025, and are not expected to contribute meaningful\nrevenues until 2026. While Al Shola Gas, the Company’s indirect subsidiary through its acquisition of QIND, has historically generated\nrevenue, there is no assurance that it will continue to do so, or that the Company’s acquisition of QIND will not fail due to certain\npost-closing conditions and other acquisition risks.

There\nis also a risk that if the Company fails to achieve profitability within a reasonable timeframe, it may be required to undertake additional\ncost-cutting measures, restructure its operations further, or seek additional financing under unfavorable terms, including potentially\ndilutive equity offerings. The continued incurrence of losses and the lack of assurance regarding future profitability may have a material\nadverse effect on the Company’s stock price, investor confidence, and ability to attract and retain business partners, further\naffecting its long-term viability.

Given\nthese factors, the Company’s ability to become profitable remains uncertain, and there can be no assurance that it will be able\nto generate sufficient revenues, secure additional funding, or reduce its operational expenses to a level that would allow it to achieve\nand sustain profitability in the foreseeable future.

The\nCompany’s shift in business strategy may not yield the intended results.

The\nCompany’s previous business model was rooted in proprietary technology development, while its current focus on engineering and\nadvisory services and industrial gas applications places it in highly competitive industries. The market for energy engineering, advisory\nsolutions and distribution is mature, with numerous well-established competitors that have significant operational experience, customer\nrelationships, and brand recognition. Unlike its prior focus on innovation and proprietary hydrogen solutions, the Company must now compete\nbased on service quality, cost-effectiveness, and operational efficiency. There is no guarantee that the Company will be able to establish\nor,, in the case of Al Shola Gas’s gas distribution business, maintain, a competitive market position or differentiate itself effectively.

Additionally,\nthe Company’s ongoing businesses do not yet generate enough free cashflow to cover the administrative, legal and listing costs\nof the Fusion Fuel. As a result, the Company may continue to incur operating losses, and its cash flow from operations may remain negative\nfor an extended period.

The\nCompany’s ability to achieve profitability is further complicated by its reliance on securing new contracts, successfully penetrating\nnew markets, and maintaining compliance with regulatory requirements in multiple jurisdictions. Moreover, the Company’s access\nto financing remains a critical factor in sustaining operations. The Company’s ability to access necessary capital depends on market\nconditions, investor confidence, and meeting contractual conditions. Any delays or restrictions in accessing these funds could further\nexacerbate financial challenges and extend the period during which the Company remains unprofitable.

The\nCompany’s contemplated transaction to acquire most or all of the equity interests of Royal Uranium for up to 3,750,025 Class A\nOrdinary Shares, remains subject to closing, and following closing, may not result in a significant increase in revenue while diluting\nthe Company’s shareholders.

The\nCompany has entered into a Share Exchange Agreement, dated as of February 18, 2026 (the “Share Exchange Agreement”), with\ncertain shareholders of Royal Uranium (the “RU Shareholders”), pursuant to which the RU Shareholders will sell up to 100%\nof the issued and outstanding shares of Royal Uranium to the Company in exchange for up to 3,750,025 Class A Ordinary Shares or pre-funded\nwarrants (the “Securities Exchange”). The Securities Exchange remains subject to the satisfaction of certain closing conditions,\nincluding, among others, that RU Shareholders holding not less than 75% of the issued shares in Royal Uranium have signed the Share Exchange\nAgreement or a joinder thereto, that the Company has obtained the requisite shareholder approval as required by the Irish Takeover Rules,\nthe accuracy of the parties’ representations and warranties in all material respects, and the absence of any material adverse effect\non either Royal Uranium or the Company. Accordingly, there can be no assurance that the Securities Exchange will be completed on the\nterms contemplated, or at all. The Share Exchange Agreement may also be terminated prior to closing in certain circumstances, including\nby either party if closing conditions have not been satisfied or waived within 12 months of the date of the Share Exchange Agreement.\nIf the Securities Exchange is completed, the issuance of up to 3,750,025 Class A Ordinary Shares (or pre-funded warrants exercisable\ntherefor) to the RU Shareholders will dilute the ownership interests of the Company’s existing shareholders. In addition, the Company\nissued 95,000 Class A Ordinary Shares and pre-funded warrants to purchase up to 190,000 Class A Ordinary Shares to certain parties in\nconnection with the execution of the Share Exchange Agreement, further diluting the ownership interests of existing shareholders. The\nRU Shareholders are subject to certain lock-up restrictions on the transfer of the Class A Ordinary Shares they receive; however, upon\nthe expiration of such restrictions, sales of a substantial number of Class A Ordinary Shares in the public market, or the perception\nthat such sales could occur, could adversely affect the market price of the Class A Ordinary Shares.

Furthermore,\nif the Securities Exchange is completed, a significant portion of the acquired royalty portfolio may not generate meaningful revenue\nfor an extended period. Of the 19 royalties included in the portfolio, only three, which relate to natural gas assets, are currently\nproducing revenue. The ongoing nature of such revenue is dependent on the continued operations by the companies operating the underlying\nsites, and the amounts received will fluctuate based on prevailing natural gas prices. The remaining royalties relate to sites that are\nnot yet in production and are not expected to contribute to the Company’s consolidated revenue for several years. There is a risk\nthat such sites may hold fewer reserves than currently anticipated once they become operational, or that the relevant site developers\nmay not bring the sites into production at all. As a result, the Company may not be able to rely on revenue from the royalty portfolio\nto help achieve net earnings, and revenue from the producing royalties may decline or cease entirely due to factors beyond the Company’s\ncontrol. The Share Exchange Agreement values Royal Uranium at $15,000,000, and if the acquired assets do not perform as anticipated,\nthe Company may not realize value commensurate with the consideration paid. If the royalties do not generate revenue at the levels or\nwithin the timeframes anticipated by management, or if the Securities Exchange is completed but the anticipated long-term value of the\nacquired assets does not materialize, the Company’s business, financial condition, and results of operations could be materially\nand adversely affected.

The\nCompany may face challenges in integrating QIND and realizing expected synergies.

The\nacquisition of a majority stake in QIND marks a major shift in the Company’s business strategy, transitioning from proprietary\nhydrogen technology to a combination of alternative energy engineering and advisory solutions and industrial gas distribution. This integration\npresents significant challenges, including aligning business strategies, consolidating financial reporting, and managing leadership changes.\nAny failure to integrate operations efficiently, achieve expected cost synergies, or navigate regulatory complexities could lead to financial\nstrain, reduced investor confidence, and operational inefficiencies.

Successfully\nexecuting this transition depends on effective workforce integration, streamlined operations, and the ability to leverage synergies between\nthe Company’s planned and existing businesses. Unforeseen integration costs, regulatory compliance risks, and difficulties in generating\nrevenue could further delay profitability. If the anticipated strategic benefits fail to materialize, the acquisition could weaken the\nCompany’s financial position rather than strengthen it, resulting in prolonged losses, additional financing needs, and increased\nmarket volatility.

In\naddition, the acquisition of the Company’s stake in QIND is subject to certain post-closing conditions, including obtaining the\nSeries A Conversion Shareholder Approval for the conversion of the Series A Preferred Shares into Class A Ordinary Shares, securing Nasdaq\nlisting clearance, and consummating the planned merger of QIND into a newly formed wholly owned subsidiary of the Company. As consideration\nfor the Company’s stake in QIND, the Company issued certain QIND shareholders 109,114 Class A Ordinary Shares, constituting 19.99%\nof the issued and outstanding Company’s Class A Ordinary Shares on the date of the QIND Purchase Agreement, and an aggregate of\n4,171,327 Series A Preferred Shares, with provisions for the Series A Preferred Shares Conversion. If the Company fails to meet certain\nconditions within the specified timeframes, including obtaining the Series A Conversion Shareholder Approval, it may be required to unwind\nthe transaction, repurchase the Company’s shares from the former QIND shareholders, and return the acquired shares. Such an outcome\nwould result in substantial financial and operational disruption, including potential liquidity constraints, increased debt obligations,\nlegal disputes, damage to the Company’s reputation, and delisting of the Class A Ordinary Shares.

The\nCompany’s conversions of Series B Convertible Preferred Stock of QIND may be subject to unwinding or other claims.

On\nOctober 28, 2025, the Company converted 1,900 shares of Series B Convertible Preferred Stock, par value $0.001 per share, of QIND (“Series\nB Preferred Stock”) into 1,900,000 shares of common stock of QIND. On December 2, 2025, the Company converted 9,600 shares of Series\nB Preferred Stock into 9,600,000 shares of common stock of QIND. On February 23, 2026, the Company converted 8,500 shares of Series B\nPreferred Stock into 8,500,000 shares of common stock of QIND. Absent such conversions, the Company believes that it would have suffered\na significant loss with respect to its strategic investment in a majority of the shares of common stock of QIND, due to the increase\nin the number of outstanding shares of common stock of QIND subsequent to the QIND Closing that are not held by the Company. The Certificate\nof Designation of Series B Convertible Preferred Stock of QIND (the “Series B Certificate”) provides that in no event may\na Series B Preferred Stock stockholder convert Series B Preferred Stock if the conversion would “result in” the holder beneficially\nowning more than 9.99% of the outstanding shares of common stock of QIND. Although the Company believes that this provision did not prohibit\nit from converting the Series B Preferred Stock because the conversions did not change the fact that it beneficially owned more than\n9.99% of the outstanding shares of common stock of QIND both before and after such conversions, there is no assurance that such conversions\ncould not be found to be in violation of the terms of the Series B Certificate.

In\naddition, under the QIND Purchase Agreement, if the Company fails to meet certain conditions within the specified timeframes, including\nobtaining the Series A Conversion Shareholder Approval, it may be required to unwind the transaction, repurchase the Company’s\nshares from the former QIND shareholders, and return the acquired shares of QIND, including the Series B Preferred Stock. Further, the\nCompany agreed that it would not, without the prior written consent of the QIND Sellers, prior to the date of the Series A Preferred\nShares Conversion, the unwinding of the transaction or the termination of the QIND Purchase Agreement, directly or indirectly sell, transfer,\nconvey, mortgage, pledge, assign or in any way further encumber or alienate the common stock of QIND and the Series B Preferred Stock.\nThe Company believes that because the provision does not expressly prohibit the conversion of the Series B Preferred Stock, it is not\nin breach of this provision. However, there is no assurance that such conversions could be found to be in breach of the terms of the\nQIND Purchase Agreement.

Any\nadverse determination by a relevant authority may require the Company to compensate the QIND Sellers or return the common stock received\nupon such conversions, either of which may result in material adverse effect on the Company. If the Company were required to pay damages,\nsuch damages may result in significant losses. If the Company were required to return the common stock received upon such conversions,\nit may lose its majority ownership of QIND, which may result in the Company being forced to disallow the consolidation of QIND’s\noperations with its own and the loss of the majority of its operations. Such an outcome would result in substantial financial and operational\ndisruption, including potential liquidity constraints, increased debt obligations, legal disputes, damage to the Company’s reputation,\nand delisting of the Class A Ordinary Shares.

The\nCompany and QIND will incur substantial costs related to the merger and integration of their businesses.

The\nCompany and QIND have incurred and expect to incur a number of non-recurring costs in furtherance of the legal requirements to consummate\nthe merger and integration of their businesses, including legal, financial advisory, accounting, consulting, and other advisory fees;\nregulatory filing fees; financial printing and other transaction-related costs. Additionally, there may be ongoing expenses related to\nfacilities and systems consolidation, employment-related obligations, and efforts to maintain employee morale and retain key personnel.\nThese costs may stem from the complex integration of numerous processes, policies, operations, technologies, and systems across areas\nsuch as purchasing, accounting, finance, payroll, compliance, treasury and vendor management, risk management, business operations, pricing,\nand employee benefits.

While\nthe Company and QIND estimate a certain level of integration costs, many factors beyond their control could increase the total amount\nand timing of these expenses. Additionally, many of these costs are inherently difficult to estimate with precision. As a result, assuming\nthat the merger of the Company and QIND becomes effective, the combined company may need to take charges against earnings following their\nmerger, and the amount and timing of such charges are uncertain. There can be no assurance that the transaction and integration costs\nwill not outweigh any benefits of the merger and integration, assuming that they occur.

Our\npursuit of strategic transactions and need for capital resources, including potential equity issuances, may dilute shareholders and adversely\naffect our business.

We\nmay pursue strategic transactions, including acquisitions, joint ventures, or new business initiatives, to expand our solutions portfolio,\ngeographic footprint, or access to new markets. These transactions involve numerous risks, including the need to secure financing on\nacceptable terms, the potential issuance of equity or equity-linked securities that could result in dilution to existing shareholders,\nand challenges in completing due diligence and negotiating definitive agreements. Even if completed, acquisitions and investments may\nfail to achieve intended synergies, face integration difficulties, or divert management attention and resources from our core operations.\nWe may also incur significant transaction and restructuring costs, assume unforeseen liabilities, or experience adverse accounting impacts.

In\nconnection with potential transactions or growth initiatives, we may seek to increase our authorized share capital or otherwise access\ncapital markets to fund investment and working capital needs. Market volatility, interest rates, inflation, and investor sentiment toward\nthe energy transition and decarbonization sectors could constrain our access to capital or increase our cost of capital. In addition,\nexploring new lines of business or asset strategies could trigger heightened regulatory, licensing, compliance, and governance requirements,\nas well as reputational and operational risks if those strategies are not successfully implemented. If we are unable to secure necessary\napprovals, financing, and resources, or if we experience delays or setbacks in executing our strategic plans, our growth prospects, liquidity,\nand shareholder value could be adversely affected.

Our\ncurrent level of indebtedness could adversely affect our financial condition or liquidity, and we could have difficulty fulfilling our\nobligations under our indebtedness, which may have a material adverse effect on us.

As\nof December 31, 2025, we had outstanding indebtedness (excluding lease liabilities) totaling approximately €13.1 million,\ncompared to total cash of approximately €0.575 million and 2025 comprehensive loss of approximately €7.3 million (as restated). Our\ncurrent level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of\nour indebtedness and other financial commitments. The level of our indebtedness and other financial commitments could have other\nimportant consequences for our business, including:

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making\n it more difficult for us to satisfy our obligations with respect to indebtedness and other\n financial commitments;

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increasing\n our vulnerability to adverse changes in general economic, industry, and competitive conditions;

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requiring\n us to dedicate a significant portion of our cash flows from operations to make payments on\n our indebtedness and other financial commitments, thereby reducing the availability of our\n cash flows to fund working capital and other general corporate purposes;

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limiting\n our flexibility in planning for, or reacting to, changes in our business and the industry\n in which we operate;

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restricting\n us from capitalizing on business opportunities;

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placing\n us at a competitive disadvantage compared to our competitors that have less debt;

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limiting\n our ability to borrow additional funds for working capital, acquisitions, debt service requirements,\n execution of our business strategy, or other general corporate purposes;

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requiring\n us to provide additional credit support, such as letters of credit or other financial guarantees,\n to our customers or suppliers, thereby limiting our availability of funds;

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limiting\n our ability to enter into certain commercial arrangements because of concerns of counterparty\n risks; and

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limiting\n our ability to adjust to changing market conditions and placing us at a competitive disadvantage\n compared to our competitors that have less debt.

The\noccurrence of any one or more of these circumstances could have a material adverse effect on us.

Our\nability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance,\nwhich in turn is affected by general and regional economic, financial, competitive, business, and other factors (many of which are beyond\nour control), including the availability of financing in the international banking and capital markets. We cannot be certain that our\nbusiness will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient\nto enable us to service our debt, to refinance our debt, or to fund our other liquidity needs.

If\nwe are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to restructure or refinance all\nor a portion of our debt. Failure to successfully restructure or refinance our debt could cause us to default on our debt obligations\nand would impair our liquidity. Our ability to restructure or refinance our debt will depend on the condition of the capital markets,\nwhich is outside of our control, and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest\nrates and may require us to comply with more onerous covenants that could further restrict our business operations.

Moreover,\nin the event of a default of our debt service obligations, if not cured or waived, our creditors could elect to declare all the funds\nborrowed to be due and payable, together with accrued and unpaid interest and late charges. Our assets or cash flows may not be sufficient\nto fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Any such default, event of\ndefault if not cured or waived, or declaration of acceleration could force us into bankruptcy, reorganization, insolvency, or liquidation.

Any\ncredit or similar agreements into which we may enter in the future may restrict our operations, particularly our ability to respond to\nchanges or to take certain actions regarding our business.

We\nmay, from time to time, enter into credit facilities, term loans, notes, equipment or receivables financings, convertible or exchangeable\ndebt, or other debt arrangements that include restrictive covenants, financial maintenance tests and events of default that could materially\nlimit our ability to respond to changing conditions or pursue our strategic objectives. Such agreements may restrict, condition or prohibit\nour ability to incur additional indebtedness; grant liens; pay dividends or make other restricted payments; repurchase equity or junior\ndebt; make investments or loans; enter into hedging arrangements; engage in affiliate transactions; complete acquisitions, joint ventures\nor other business combinations; dispose of assets or lines of business; prepay, redeem or refinance other indebtedness; enter into burdensome\nagreements; or change the nature of our business, fiscal year or key organizational documents, and may impose minimum liquidity, maximum\nleverage, minimum interest or fixed charge coverage, borrowing base or collateral valuation tests that could become more difficult to\nsatisfy if our performance or macroeconomic conditions deteriorate. Failure to comply could result in default, acceleration, termination\nof commitments, foreclosure on collateral or other remedies, and cross-default or cross-acceleration provisions could trigger defaults\nacross multiple instruments; events of default may also arise from factors beyond our control, such as adverse judgments, governmental\nactions, material adverse changes, cyber or operational incidents, or the loss of key contracts. Waivers or amendments, if needed, may\nbe unavailable or only available on burdensome terms, including higher pricing, additional fees, incremental collateral or guarantees,\nrestricted cash, enhanced reporting or tighter covenants. Future indebtedness may be secured by substantially all of our assets and guaranteed\nby our subsidiaries, may be senior in right of payment to equity and, in some cases, to other unsecured or subordinated debt, and indebtedness\nat subsidiaries would be structurally senior to claims at the parent with respect to subsidiary assets; intercreditor arrangements, collateral\ntrusts and waterfall provisions could further limit flexibility and available remedies. If our credit profile weakens or markets tighten,\nfinancing may only be available on more restrictive or expensive terms, including higher interest rates or enhanced covenant packages,\nand variable-rate debt would expose us to interest rate risk that could increase interest expense and reduce cash flows. Covenants restricting\ncapital expenditures, acquisitions, investments and asset sales may delay, limit or prevent strategic initiatives and timely responses\nto competitive or technological changes; limitations on dividends, share repurchases and other returns of capital may reduce financial\nflexibility and equity attractiveness; leverage or coverage ratio requirements, borrowing base tests and mandatory prepayments tied to\nasset sales, excess cash flow or insurance proceeds could force deleveraging or capital raises at unfavorable times, including asset\nsales at depressed prices or dilutive equity issuances. Even if we remain in compliance, administrative burdens—such as covenant\ncalculations, frequent reporting, delivery of financial statements and certificates, field exams, appraisals, cash dominion or springing\ncash management, and lender approvals for ordinary-course actions —could consume management time and resources and increase costs;\nnegative pledges, most-favored-nations provisions for incremental facilities, anti-hoarding clauses and limitations on maturity profiles\nmay complicate future refinancings or capital structure adjustments. Any of the foregoing could adversely affect our liquidity, limit\nour access to capital, increase our cost of capital, and negatively impact our business, financial condition and results of operations.

We\nwill need to obtain additional funding to continue operations. If we fail to obtain the necessary financing or fail to become profitable\nor are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations and we may be forced to\nsignificantly delay, scale back or discontinue our operations.

We\nwill require additional capital to fund our operations, and if we fail to obtain necessary financing, our business plan may not be successful.

Our\noperations have consumed substantial amounts of cash since inception, and we expect they will continue to consume substantial amounts\nof cash as we aggressively build our platform and our internal marketing, compliance and other administrative functions. We will require\nadditional capital to maintain our business operations, and we may also need to raise additional funds sooner if our operating and other\nexpenses are higher than we expect.

Our\nforecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking\nstatement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. We have based this\nestimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we currently expect.

A\nlack of available capital may prevent us from expanding our operations or otherwise capitalizing on our business opportunities, or to\nremain in operation. As a result, our business, financial condition and results of operations could be materially adversely affected.

We\nhave a substantial amount of goodwill and intangible assets on our balance sheet. Future write-offs of goodwill and intangible assets\nmay have the effect of decreasing our earnings or increasing our losses.

Our\nassets have grown through the acquisition of a controlling interest in QIND as of November 26, 2024. As a result of this\nacquisition, as of December 31, 2025, our goodwill and intangible assets were approximately €24.2 million, or 75% of total\nassets (as restated). Under existing accounting standards, we are required to periodically review goodwill assets for possible impairment. In the\nevent that we are required to write down the value of any assets under these standards, it may materially and adversely affect our\noperating results, financial condition, and the price of our common stock. As of December 31, 2025, we recognized an impairment loss of €1.1 million in respect of the goodwill arising\non the acquisition of QIND, as described in Note 16 to our consolidated financial statements.

Our\nbusiness operations may be adversely affected by information systems interruptions or cybersecurity intrusions.

We\ndepend on various information technologies to administer, store, and support multiple business activities. If these systems are damaged,\ncease to function properly or are subject to cybersecurity attacks, such as those involving unauthorized access, malicious software and/or\nother intrusions, we could experience production downtimes, operational delays, other detrimental impacts on operations or the ability\nto provide products and services to its customers, the compromising of confidential or otherwise protected information, destruction or\ncorruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial\nactions, loss of business or potential liability, penalties, fines and/or damage to our reputation. Our systems, networks, products,\nand services remain potentially vulnerable to known or unknown threats, any of which could have a material adverse effect on the Company\nand its financial condition or results of operations. Further, given the unpredictability, nature, and scope of cybersecurity attacks,\nit is possible that potential vulnerabilities could go undetected for an extended period. A severe cybersecurity incident could reduce\nsales, operating margins, and overall financial performance.

The\nsuccess of our business depends on our ability to maintain and enhance our reputation and brand.

We\nbelieve that our reputation in our industry is of significant importance to the success of our business. A well-recognized brand is critical\nto increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain\ncompetitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive.\nTo maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective\nmarketing campaigns to increase brand recognition and awareness in a highly competitive market. We cannot assure you, however, that these\nactivities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and\nbrand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could\nbe adversely affected.

Our\nlong-term success depends, in part, on our ability to operate and expand internationally, and our business is susceptible to risks associated\nwith international operations.

We\nplan to continue our efforts to expand globally, in jurisdictions where we do not currently operate. We expect international operations\nand export sales to continue to constitute the majority of our sales and assets in the foreseeable future. Managing a global organization\nis difficult, time consuming and expensive, and any international expansion efforts that we undertake may not be profitable in the near\nor long term. Although we have operating experience in many foreign jurisdictions, we must still continue to make significant investments\nto build our international operations. Our sales from international operations and sales from export are both subject in varying degrees\nto risks inherent in doing business outside the United States. These risks include the following:

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Costs,\n risks, and uncertainties associated with tailoring our services in international jurisdictions\n as needed to better address both the needs of customers and the threats of local competitors;

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Risks\n of economic instability, including due to inflation;

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Uncertainties\n in forecasting revenues and expenses in markets where we have not previously operated;

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Costs\n and risks associated with local and national laws and regulations governing the industries\n in which we operate, health and safety, climate change and sustainability, and labor and\n employment;

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Operational\n and compliance challenges caused by distance, language, and cultural differences;

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Costs\n and risks associated with compliance with international tax laws and regulations;

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Costs\n and risks associated with compliance with the U.S. Foreign Corrupt Practices Act and other\n laws in the United States related to conducting business outside the United States, as well\n as the laws and regulations of non-U.S. jurisdictions governing bribery and other corrupt\n business activities;

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Costs\n and risks associated with human trafficking, modern slavery and forced labor reporting, training\n and due diligence laws and regulations in various jurisdictions;

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Currency\n exchange rate fluctuations and restrictions on currency repatriation;

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Competition\n with companies that understand the local market better than we do or that have preexisting\n relationships with regulators and customers in those markets;

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Adverse\n effects resulting from the United Kingdom’s exit from the European Union (commonly\n known as “Brexit”);

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Reduced\n or varied protection for intellectual property rights in some countries;

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Disruption\n of operations from labor and political disturbances;

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Withdrawal\n from or renegotiation of international trade agreements and other restrictions on the trade\n between the United States and other countries;

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Changes\n in tariff and trade barriers; and

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Geopolitical\n events, including natural disasters, climate change, public health issues, political instability,\n terrorism, insurrection, or war.

Entry\ninto certain transactions with foreign entities now or in the future may be subject to government regulations, including review related\nto foreign direct investment by U.S. or foreign government entities. If a transaction with a foreign entity is subject to regulatory\nreview, such regulatory review might limit our ability to enter into the desired strategic alliance and thus our ability to carry out\nour long-term business strategy.

Operating\nin international markets also requires significant management attention and financial resources. The investment and additional resources\nrequired to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability and\ncould instead result in increased costs without a corresponding benefit. We cannot guarantee that our international operations or expansion\nefforts will be successful.

Risks\nassociated with climate change and other environmental impacts, and increased focus and evolving views of our customers, shareholders,\nand other stakeholders on climate change issues, could negatively affect our business and operations.

The\neffects of climate change create short and long-term financial risks to our business, both in the UAE as a result of our acquisition\nof a controlling interest in the equity of QIND and its ownership of 51% of the equity interests of Al Shola Gas, and globally. We have\nsignificant operations located in regions that have been, and may in the future be, exposed to significant weather events and other natural\ndisasters. Climate-related changes can increase variability in or otherwise impact natural disasters, including weather patterns, with\nthe potential for increased frequency and severity of significant weather events (e.g., flooding, hurricanes, and tropical storms), natural\nhazards (e.g., increased flooding risk), rising mean temperature and sea levels, and long-term changes in precipitation patterns (e.g.,\ndrought, desertification, and/or poor water quality). We expect climate change could affect our facilities, operations, employees, and\ncommunities in the future, particularly at facilities in coastal areas and areas prone to extreme weather events and water scarcity.\nOur suppliers are also subject to natural disasters that could affect their ability to deliver or perform under our contracts, including\nas a result of disruptions to their workforce and critical infrastructure. Disruptions also impact the availability and cost of materials\nneeded for manufacturing and could increase insurance and other operating costs.

Increased\nworldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of\nclimate change, including regulation of greenhouse gas emissions. New or more stringent laws and regulations related to greenhouse gas\nemissions and other climate change related concerns may adversely affect us, our suppliers, and our customers. Some of our facilities\nare, for example, engaged in manufacturing processes that produce greenhouse gas emissions, including carbon dioxide, or rely on products\nfrom others that do so. New and evolving laws and regulations could mandate different or more restrictive standards, could require capital\ninvestments to transition to low carbon technologies, could adversely impact our ongoing operations, and could require changes on a more\naccelerated time frame. Our suppliers may face similar challenges and incur additional compliance costs that are passed on to us. These\ndirect and indirect costs may adversely impact our results.

We\nmay be adversely affected by the effects of inflation.

Inflation\nin wages, materials, parts, equipment, and other costs has the potential to adversely affect our results of operations, cash flows and\nfinancial position by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices\nwe charge our customers for our products and services. In addition, the existence of inflation in the economy has the potential to result\nin higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of labor, weakening exchange\nrates and other similar effects. We have experienced inflationary pressures on our supply chain due to increased shipping costs, increased\nenergy prices for manufacture of our commercial products as well as increased prices from suppliers of raw materials. We have so far\nbeen able to offset inflationary pressure to consumers, but it cannot be guaranteed that our results of operations will not be adversely\naffected by inflation in the future and could reduce sales, operating margins, and overall financial performance.

Relatively\nhigh interest rates may adversely impact our business.

Due\nto the perceived persistence of the threat of high inflation, the U.S. Federal Reserve has maintained its benchmark interest rate at\nan elevated level. Increases in the federal benchmark rate have resulted in an increase in market interest rates, which may increase\nour interest expense and the costs of refinancing any existing indebtedness or obtaining new debt. Consequently, relatively high interest\nrates will increase cost of capital and the cost of borrowings for any other corporate purpose. As a result, if we need or seek significant\nborrowings and interest rates remain elevated or increase, the cost of such borrowing to us could be significant, which may have a significant\nadverse impact on our financial condition and results of operations.

Significant\nfluctuations in foreign currency exchange rates may harm our financial results.

We\nare exposed to fluctuations in foreign currency exchange rates. Any significant change in the value of the currencies of the countries\nin which we do or may do business could affect our ability to sell products and services competitively and control our cost structure,\nwhich could have a material adverse effect on our results of operations.

We\nmay not have adequate insurance for potential liabilities, including liabilities arising from litigation.

In\nthe ordinary course of business, we have and, in the future, may become the subject of various claims, lawsuits and administrative proceedings\nseeking damages or other remedies concerning our commercial operations, the products we distribute, employees and other matters, including\npotential claims by individuals alleging exposure to hazardous materials as a result of the products we distribute or our operations.\nSome of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred\nprior to our acquisition of such businesses. Our products and services are primarily for use in the energy industry, which is subject\nto inherent risks that could result in death, personal injury, property damage, pollution, or loss of production. In addition, defects\nin our products or services could result in death, personal injury, property damage, pollution or damage to equipment and facilities.\nActual or claimed defects in our products or services may give rise to claims against us for losses and expose us to claims for damages.

We\nmaintain insurance to cover certain of our potential losses, and we are subject to various self-retentions, deductibles, and caps under\nour insurance. It is possible, however, that judgments could be rendered against us in cases in which we would be uninsured and beyond\nthe amounts that we currently have reserved or anticipate incurring for such matters. Even a partially uninsured claim, if successful\nand of significant size, could have a material adverse effect on our business, results of operations and financial condition. Furthermore,\nwe may not be able to continue to obtain insurance on commercially reasonable terms in the future, and we may incur losses from interruption\nof our business that exceed or are not covered by our insurance. Finally, even in cases where we maintain adequate insurance coverage,\nour insurers may raise various objections and exceptions to coverage which could make the timing and amount of any possible insurance\nrecovery uncertain.

Changes\nin tax laws or exposure to additional income tax liabilities could have a material impact on our company, the results of operations,\nfinancial conditions and cash flows.

We\nare subject to income and non-income-based taxes in the jurisdictions in which we operate, and would become subject to such taxes in\nany other jurisdictions in which we operate in the future. The tax laws in these jurisdictions could change on a prospective or retroactive\nbasis, and any such changes could adversely affect us and our effective tax rate.

Taxation\nregulation in territories around the world can also change. Furthermore, any changes made by tax authorities, together with other legislative\nchanges, could lead to disagreements between jurisdictions with respect to the proper allocation of profits between such jurisdictions.\nWe must continuously monitor changes to tax regulation and double tax treaties between the territories in which we operate.

We\nare further subject to ongoing tax audits in the various jurisdictions in which we operate. There can be no assurance that we will pass\nthese audits, which could have a material impact on our business, financial condition, results of operations, and cash flows.

During\nthe course of the audit of our consolidated financial statements, we identified a material weakness in our internal control over financial\nreporting. If we fail to establish and maintain an effective system of internal control over financial reporting, our ability to accurately\nand timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of the\nClass A Ordinary Shares may be adversely impacted.

We\nare subject to reporting obligations under U.S. securities laws. The SEC adopted rules pursuant to Section 404 of the Sarbanes-Oxley\nAct requiring every public company to include a management report on such company’s internal control over financial reporting in\nits annual report, which contains management’s assessment of the effectiveness of its internal control over financial reporting.

We,\nin connection with the preparation of our consolidated financial statements for the fiscal year ended December 31, 2025, identified\nthe following material weakness: Insufficient accounting staffing and a resulting lack of segregation of duties within our finance\nfunction. Throughout 2025 our finance team consisted of our Accounting Director, our interim Chief Financial Officer, and a Finance\nDirector who departed in January 2026, meaning that preparation and review of journal entries, account reconciliations, and key\nmanagement review controls over the financial close were concentrated among too few individuals. We are actively recruiting a\nreplacement for the departed Finance Director and at least one additional qualified accounting professional, and we expect these\nhires to be in place during financial year 2026. However, until the controls have been redesigned and operated effectively for a\nsufficient period, the material weakness will not be considered remediated. See Item 15. “Controls and\nProcedures”. Our management is currently in the process of evaluating the steps necessary to remediate the\nineffectiveness. However, measures that we implement may not fully address the material weakness in our internal control over\nfinancial reporting and we may not be able to conclude that the material weakness has been fully remedied. This material weakness resulted in the restatement of our consolidated financial statements for the fiscal year ended\nDecember 31, 2025 described in the Explanatory Note to this Annual Report. The restatement, and any future restatement, could cause investors\nto lose confidence in our reported financial information and adversely affect the market price of our Class A Ordinary Shares.

Failure\nto correct the material weakness and other control deficiencies or failure to discover and address any other control deficiencies could\nresult in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable financial\nreporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results\nof operations, and prospects, as well as the trading price of the Class A Ordinary Shares, may be materially and adversely affected.\nDue to the material weakness in our internal control over financial reporting as described above, our management concluded that our internal\ncontrol over financial reporting was not effective as of December 31, 2025. This could adversely affect the market price of the Class\nA Ordinary Shares due to a loss of investor confidence in the reliability of our reporting processes.

We\nare dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan\nin a timely manner, or at all.

Our\nsuccess depends largely upon the continued services of our executive officers and other key personnel, particularly Frederico Figueira\nde Chaves, our Chief Executive Officer, Interim Chief Financial Officer, Chief Strategy Officer and a director of the Company. Our majority-owned\nsubsidiary, QIND, is dependent upon the continued services of Mr. Backwell, QIND’s Chief Executive Officer; Mr. Figueira de Chaves,\nQIND’s Chairman and a director; Carsten Kjems Falk, QIND’s Interim Chief Financial Officer and a director, as well as Head\nof Mergers and Acquisitions of Fusion Fuel; and Sanjeeb Safir, QIND’s Chief Operating Officer and Chief Executive Officer of Al\nShola Gas. Our executive officers or key employees could terminate their employment with us at any time without penalty. In addition,\nwe do not maintain key person life insurance policies on any of our employees or any of our contract parties. The loss of one or more\nof these executive officers or key employees could seriously harm our business and may prevent us from implementing our business plan\nin a timely manner, or at all.

If\nwe are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability\nto compete and successfully grow our business could be harmed.

We\nbelieve that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management,\ntechnical, engineering, and sales personnel. The loss of members of our key personnel, whether voluntarily or involuntarily, could significantly\nlimit our ability to achieve its strategic objectives by delaying the development and introduction of our products and services and negatively\nimpact our business, prospects, and operating results. Our future success also depends on our ability to attract, retain and motivate\nhighly skilled employees, particularly employees with electrical and/or mechanical engineering skills or gas management specialties that\nwould enable us to effectively deliver our energy solutions to clients on time and on budget, as well as client relationship managers\nwith relevant regional and international experience. Competition for these executives in our industry is intense and we may experience\ndifficulty in recruiting and retaining such individuals. Many of the companies with which we compete for experienced executives and key\npersonnel also have greater resources than we have. As a result, we may be unable to attract or retain the industry professionals that\nare critical to our success, resulting in harm to our key client relationships, loss of key information, expertise or know-how and unanticipated\nrecruitment and retaining costs. Additionally, our ability to achieve revenue growth in the future will depend, in part, on our success\nin recruiting and retaining client development executives. Such executives may require significant on-boarding time and effort in order\nto achieve full productivity, which may impair business and revenue growth. Additionally, the loss of the services of our key personnel\ncould make it more difficult to successfully operate its business and pursue our business goals. In addition, we do not have “key\nperson” life insurance policies covering any of our key employees.

We\nare a holding company. Our material assets are our cash balances and equity interests in our direct and indirect subsidiaries and we\nare accordingly dependent upon distributions from them to pay taxes and cover our corporate and other overhead expenses.

We\nare a holding company and will have no material assets other than our cash balances and equity interest in our direct and indirect subsidiaries.\nWe have no independent means of generating revenue. To the extent that we need funds and a subsidiary is restricted from making such\ndistributions or payment under applicable law or regulation or under the terms of any financing arrangements due to restrictive covenants\nor otherwise, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Risks\nRelated to Our Alternative Energy Services

Our\nbusiness may be adversely affected by execution risks in alternative energy projects and our dependence on third parties.

We\nare exposed to significant execution, schedule, and performance risks in connection with alternative energy projects, including engineering,\nprocurement, installation, and commissioning of special energy systems or refueling stations. These projects require specialized equipment\nand integration of multiple subsystems and are dependent on timely completion of design work, supply chain availability, factory acceptance,\nsite readiness, and conformity with safety and environmental standards. Delays or defects in equipment, engineering or construction activities,\npermitting or interconnection, and cost escalation may prevent projects from meeting expected delivery and performance milestones.

Our\nability to deliver and monetize these projects depends on the performance of strategic partners, suppliers, and counterparties, as well\nas their financial stability and operational capacity. Failure by any third party to satisfy contractual obligations, secure required\napprovals, or coordinate site activities could result in liquidated damages exposure, warranty and remediation costs, customer disputes,\nand revenue deferral or loss. In addition, counterparties may seek to renegotiate or terminate agreements due to market conditions, regulatory\ndevelopments, or financing constraints. Any of these factors could materially adversely affect our results of operations, cash flows,\nand reputation, and could impair our ability to win future projects in our target markets.

Our\nparticipation in joint ventures, reliance on project financing, and exposure to biomass-powered steam projects may adversely affect our\nbusiness and results of operations.

We\nhave entered into a joint venture arrangement to develop and operate biomass-based energy projects, which involve complex governance\nframeworks, shared decision rights, and reliance on our partners for critical technology, fabrication, and on-the-ground execution. Joint\nventures inherently expose us to risks relating to disagreements over budgets, schedules, and strategic priorities; constraints imposed\nby shareholder agreements; and the need for continued alignment with partners for regulatory compliance, permitting, and community engagement.\nWe will be required to fund our proportionate share of capital or operating requirements and to make loans or advances that are repaid\nonly from free cash flow, if any, after other obligations. If project economics, timelines, or operating performance fall short of expectations,\nwe may not achieve the anticipated returns or repayment of our investment.

Biomass-powered\nsteam generation projects also carry risks relating to feedstock availability, price volatility, and quality specifications, as well\nas uncertainties around verification, certification, and monetization of carbon credits and related attributes. Counterparty performance\nunder long-term offtake or steam supply agreements may be affected by macroeconomic conditions, credit stress, or changes in regulation\nand carbon markets. Projects in new geographies may face heightened regulatory, political, permitting, and foreign exchange risks that\ncould increase costs or delay commissioning. If these risks materialize, we could experience cost overruns, schedule slippage, reduced\noperating margins, or impairment of our equity interests and loans, any of which could have a material adverse effect on our business,\nfinancial condition, and results of operations.

Demand\nfor alternative energy services is uncertain and dependent on government policies.

The\nCompany’s engineering and advisory service offerings for hydrogen and biomass energy projects are partially dependent on the growth\nand adoption of alternative energies as a viable energy source. While global decarbonization efforts and policy initiatives may generally\nsupport alternative energy sources, the pace and scale of adoption remain uncertain. Many alternative energy projects rely on government\nincentives, grants, and regulatory mandates to be economically viable. Any reduction, delay, or withdrawal of such incentives could significantly\nimpact demand for the Company’s services. Additionally, competition from more established alternative energy sources, such as wind,\nsolar, and nuclear, may limit market growth, making it difficult for the Company to secure a strong customer base. In addition, some\ncountries, particularly the United States, have cancelled major alternative energy projects in favor of policies supportive of fossil\nfuels. If the alternative energy services industry does not expand as anticipated, the Company’s ability to generate revenue and\nachieve profitability could be adversely affected.

The\nCompany will face intense competition in the alternative energy services sector.

The\nalternative energy services industry is becoming increasingly competitive, with numerous established energy companies and engineering\nfirms offering similar services. Many of these competitors have greater financial resources, established customer relationships, and\nextensive industry expertise, which may make it difficult for the Company to secure contracts and differentiate itself in the market.\nThe Company’s ability to compete depends on its ability to demonstrate technical expertise, secure strategic partnerships, and\ndeliver cost-effective solutions. Additionally, if competitors gain market dominance, the Company may struggle to maintain pricing power,\nreducing its potential profitability. Failure to compete effectively in this rapidly evolving sector could result in lower-than-expected\nrevenue and limit the Company’s long-term viability.

Supply\nchain disruptions and cost increases could negatively impact the Company’s alternative energy business.

The\nCompany’s ability to execute alternative energy projects efficiently will depend on the availability of critical components, including\nelectrolyzers, storage systems, and engineering materials. Global supply chain disruptions, inflationary pressures, tariffs, or shortages\nin key materials could lead to increased project costs and delays, reducing profitability. Additionally, sourcing specialized equipment\nmay require long lead times, which could impact project execution schedules and result in penalties or contract cancellations. The Company\nmust also manage currency fluctuations and geopolitical risks that could affect its supply chain. If the Company is unable to secure\nreliable supply channels or mitigate cost increases, its financial condition and ability to compete in the alternative energy market\ncould be significantly impacted.

The\nCompany’s alternative energy business will be subject to complex and evolving regulatory requirements.

Alternative\nenergy production, storage, and transportation are heavily regulated industries, requiring multiple permits, safety certifications, and\ncompliance with environmental laws. The Company must adhere to stringent regulatory standards across different jurisdictions, which could\nlead to delays, increased compliance costs, or restrictions on project development. Additionally, evolving policies on safety, emissions,\nand energy infrastructure could impose new compliance burdens that require costly operational adjustments. Failure to obtain necessary\napprovals or comply with applicable laws could result in project cancellations, legal liabilities, or fines, materially impacting the\nCompany’s ability to execute its business strategy.

Legal\nand contractual risks could adversely impact the Company’s alternative energy business.

The\nCompany’s alternative energy engineering and advisory business exposes it to potential legal risks, including contractual disputes,\nliability claims, and regulatory enforcement actions. Given the complexity of hydrogen and biomass projects, disagreements over project\nspecifications, delays, or performance guarantees could result in costly litigation or reputational damage. In particular, as hydrogen\nis a highly combustible gas, the Company must adhere to strict safety protocols to mitigate the risk of accidents, fires, or leaks. Any\nfailure to meet safety standards could lead to liability claims, project cancellations, or regulatory penalties. If the Company becomes\ninvolved in legal disputes or compliance violations, it could face significant financial losses and operational disruptions.

The\ntransition to an alternative energy advisory and engineering business may involve intellectual property risks.

As\nthe Company shifts from proprietary hydrogen technology development to advisory and engineering services, it may face challenges related\nto intellectual property (IP) rights. The discontinuation of the HEVO product line and the insolvency of Fusion Fuel Portugal may lead\nto disputes over former IP assets, patents, or trade secrets. Additionally, the Company must ensure that it does not infringe on third-party\nIP while developing its hydrogen and other alternative energy solutions. Any IP-related legal challenges could result in costly litigation,\nreputational harm, or limitations on the Company’s ability to commercialize its services. Protecting its IP while navigating potential\ndisputes will be critical to the Company’s long-term success in the alternative energy industry. There is no assurance that the\nCompany will succeed in protecting its IP, and if fails to do so, the Company’s results of operations and financial condition may\nbe materially adversely affected.

If\nwe are not able to implement commercially competitive services in a timely manner in response to changes in the market, customer requirements,\ncompetitive pressures, developments associated with climate change concerns and energy mix transition, and technology trends, our business\nand consolidated results of operations could be materially and adversely affected, and the value of our intellectual property may be\nreduced.

The\nmarket for our services is characterized by continual technological developments to provide better and more reliable performance and\nservices. If we are not able to implement commercially competitive services in a timely manner in response to changes in the market,\ncustomer requirements, competitive pressures, developments associated with climate change concerns and energy mix transition, and technology\ntrends, our business and consolidated results of operations could be materially and adversely affected, and the value of our intellectual\nproperty may be reduced. Likewise, if our proprietary technologies, equipment, facilities, or work processes become obsolete, we may\nno longer be competitive, and our business and consolidated results of operations could be materially and adversely affected.

Our\nability to operate and our growth potential could be materially and adversely affected if we cannot attract, employ, and retain technical\npersonnel at a competitive cost.

Many\nof the services that we provide and the products that we sell are complex and highly engineered and often must perform or be performed\nin harsh conditions. We believe that our success depends upon our ability to attract, employ, and retain technical personnel with the\nability to design, utilize, and enhance these services and products. A significant increase in the wages paid by competing employers\ncould result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both. If either of these events\nwere to occur, our cost structure could increase, our margins could decrease, and any growth potential could be impaired.

If\nwe are unable to keep pace with technology developments in our industry, this could adversely affect our ability to win, maintain and\ngrow market share.

The\nenergy industry is subject to the introduction of new technologies, some of which may be subject to patent or other intellectual property\nprotections. We cannot be certain that we will be able to provide services relating to new technologies on a timely basis or at an acceptable\ncost. The energy industry is highly competitive and dominated by a few large players that have resources to invest in new technologies.\nOur ability to continually provide competitive solutions and services can impact our ability to win, maintain and grow our market share\nand to negotiate acceptable commercial terms with our potential clients. If we are unable to acquire or develop competitive technology\nor deliver it to our clients in a timely and cost-competitive manner in the markets we serve, it could adversely affect our financial\ncondition, results of operations and cash flows.

Our\nalternative energy services activities are subject to a number of development risks, operational hazards, regulatory approvals and other\nrisks which may not be fully covered by insurance, and which could cause cost overruns and delays that could have a material adverse\neffect on our business, results of operations, financial condition, liquidity and prospects.

Siting,\ndevelopment, and delivery of alternative energy services are subject to the risks of delay or cost overruns inherent in any industrial\ndevelopment project resulting from numerous factors, including but not limited to the following:

●

Difficulties\n or delays in obtaining, or failure to obtain, sufficient debt or equity financing on reasonable\n terms;

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Failure\n to obtain all necessary government and third-party permits, approvals and licenses for the\n construction and operation of any of the proposed facilities;

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Difficulties\n in engaging qualified contractors necessary to the construction of the contemplated project;

●

Shortages\n of equipment, material or skilled labor;

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Natural\n disasters and catastrophes, such as hurricanes, explosions, fires, floods, industrial accidents,\n hostile military action and terrorism;

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Unscheduled\n delays in the delivery of ordered materials;

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Work\n stoppages, industrial and labor disputes;

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Competition\n with other domestic and international hydrocarbon fuel suppliers and alternative energy providers;

●

Political\n and regulatory change in the countries in which we operate;

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Unanticipated\n changes in domestic and international marked demand for and supply of hydrogen and biomass,\n which will depend in part on supplies of and prices for other alternative energy sources,\n coal, natural gas, liquified natural gas, crude oil and diesel, and the discovery of new\n sources of natural resources; and

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Adverse\n general economic conditions.

Delays\nbeyond the estimated development periods, as well as cost overruns, could increase the cost of completion beyond the amounts that are\nestimated, which could require additional sources of financing to fund the activities until the proposed project becomes operational\n(which could cause further delays). The need for more financing may also make the project uneconomic. Delays could also trigger penalties\nor termination of agreements with third parties, cause a delay in receipt of revenues projected from the project or cause a loss of one\nor more clients. As a result, any significant delay, whatever the cause, could be detrimental to our ability to provide valuable alternative\nenergy engineering and advisory services, and could therefore have a material adverse effect on our business, results of operations,\nfinancial condition, liquidity and prospects.

Our\nbusiness is subject to the risks of earthquakes, fires, floods, tsunamis, pandemics, and other natural catastrophic events and to interruption\nby man-made problems such as technogenic catastrophic events, computer viruses or terrorism.

Alternative\nenergy facilities and operations are vulnerable to damage or interruption from earthquakes, fires, floods, pandemics, power losses, explosions,\ntelecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. For example, a significant natural\ndisaster, such as a hurricane, earthquake, tsunami or flood, could have a material adverse effect on any alternative energy project,\nand insurance coverage may be insufficient to compensate us for losses that may occur. In addition, acts of terrorism, which may be targeted\nat power stations as crucial elements of a country’s infrastructure, could cause disruptions in our clients’ business or\nthe economy as a whole. Alternative energy IT infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service\nattacks and similar disruptions from unauthorized tampering with our or our clients’ IT systems, which could lead to interruptions,\ndelays and loss of critical data. We may not have sufficient protection or recovery plans in the event such a disaster should occur.\nAs our clients rely heavily on physical infrastructure, computer and communications systems to conduct their business, such disruptions\ncould negatively impact our ability to provide our alternative energy services and either directly or indirectly disrupt our clients’\nor supplier’s businesses, which could have a material adverse effect on our business, results of operations and financial condition.

Risks\nRelated to Our Gas Distribution Business

The\nconflict in Iran, which escalated sharply in late February 2026, poses material risks to our LPG distribution operations in Dubai.

As\nof May 7, 2026, our business is subject to significant risks arising from the ongoing armed conflict involving the United States,\nIsrael, and Iran, which has materially disrupted regional energy markets, critical infrastructure, and the maritime supply chains upon\nwhich our LPG distribution operations in the UAE fundamentally depend. The conflict, which escalated sharply beginning in late February\n2026, has resulted in the effective closure of the Strait of Hormuz — the world’s single most critical energy chokepoint\n— to most commercial shipping, with Iran threatening to fire on vessels attempting transit and commercial operators, major oil\ncompanies, and insurers having substantially withdrawn from the corridor. The closure has been characterized as the largest disruption\nto global energy supply since the 1970s energy crisis. Approximately 20% of the world’s daily oil and LPG supply normally transits\nthe Strait, and LPG supply chains are among the most acutely exposed commodities, with alternative supply options characterized by market\nanalysts as “very limited”. Attacks by Iranian forces have directly struck Dubai’s Jebel Ali port — the UAE’s\nprincipal maritime commercial hub — as well as Abu Dhabi port infrastructure and other UAE facilities, causing direct and material\ndisruption to shipping and logistics operations in the UAE. Iranian forces have further threatened to designate the UAE’s al-Hosn\ngas field and additional UAE energy infrastructure as “direct and legitimate targets,” with Iranian state media calling for\nevacuation of personnel. The UAE’s Habshan complex — one of the world’s largest gas processing facilities — has\nalready been forced to shut down following falling debris from intercepted missiles, and the Bab oilfield was targeted. These developments\nhave caused the Middle East Dubai crude benchmark to reach a record $166.80 per barrel and Brent crude to spike above $119 per barrel,\nwith further price increases possible if supply disruptions are prolonged.

The\nescalating conflict exposes our Dubai-based LPG distribution and related services business to a range of material and potentially severe\noperational, financial, and safety risks that could have a material adverse effect on our business, results of operations, financial\ncondition, and prospects. Our ability to procure LPG at commercially viable prices and in sufficient volumes depends critically on regional\nsupply chains and the continued operability of UAE port and infrastructure networks, all of which are currently under severe stress.\nImporters across the Gulf are scrambling to reroute essential cargoes, with trucking costs from alternative ports projected to increase\nby multiples of standard ocean freight rates. Insurance premiums for vessels operating in and near the Strait of Hormuz have already\nreached six-year highs, making transit economically unviable for many commercial operators and further constraining supply availability.\nEven if active hostilities were to cease, the restoration of normal supply chains is expected to take substantial time, as LPG production\nfacilities, refineries, and port infrastructure that have sustained damage may require years to repair. The war has also materially impaired\nbroader economic activity in Dubai, including disruptions to aviation, tourism, trade, and retail, which could reduce demand for our\nservices. We cannot predict the duration, intensity, or geographic scope of the conflict, the extent of damage to regional energy infrastructure,\nor the timing of any restoration of the Strait of Hormuz to normal commercial transit. If these conditions persist or worsen, our ability\nto source, transport, store, and distribute LPG, as well as to maintain continuity of our related services operations, could be significantly\nimpaired, which could materially and adversely affect our revenues, costs, and overall financial performance.

QIND\nis in default under its outstanding convertible promissory notes, which could result in acceleration of the indebtedness thereunder,\nenforcement of security interests, dilutive conversions of outstanding amounts into shares of QIND’s common stock, and other material\nadverse consequences.

As\nof December 31, 2025, all eight of QIND’s outstanding convertible promissory notes have matured and the amounts due thereunder\nremain unpaid. These notes include: (i) a note in the original principal amount of $1,100,000, which matured on August 3, 2024; (ii)\na note in the original principal amount of $200,000, which matured on March 17, 2025; (iii) a note in the original principal amount of\n$220,000, which matured on February 23, 2024; (iv) a note in the original principal amount of $550,000, which matured on December 16,\n2023; (v) a note in the original principal amount of $35,000, which matured on or about August 6, 2024; (vi) a note in the original principal\namount of $100,000, which matured on December 20, 2024; (vii) a note in the original principal amount of $71,500, which matured on February\n21, 2025; and (viii) a note in the original principal amount of $405,000, which matured on July 4, 2025. Including accrued and unpaid\ninterest, default interest, penalties, and other amounts that are owed, as of December 31, 2025, the total balance remaining under these\nnotes was $2,561,240.

The\nfailure to repay these notes at maturity constitutes an event of default under several of the notes and may constitute an event of default\nunder all of them. The consequences of such defaults are material and include, among other things: (a) acceleration of the full outstanding\nprincipal amount plus accrued and unpaid interest; (b) accrual of default interest at elevated rates (ranging from 15% to 20% per annum,\ndepending on the note); (c) in the case of the notes that matured on February 23, 2024 and February 21, 2025, the outstanding amount\nbecoming immediately due and payable at 150% to 200% of the then-outstanding principal and accrued interest (not including default due\nonly to non-payment of principal or interest when due); (d) in the case of the note that matured on August 6, 2024, assessment of a liquidated\ndamages charge equal to 25% of the outstanding balance; (e) in the case of the note that matured on June 30, 2025, the outstanding principal\namount increasing to 110% of the amount then due plus default interest at 16% per annum, and the holder gaining the right to convert\nthe default amount into shares of QIND’s common stock at a conversion price equal to 80% of the average of the four lowest volume\nweighted average prices over the preceding 20 trading days, with full-ratchet anti-dilution protection; and (f) in the case of all notes\ncontaining conversion features, the right of holders to convert outstanding amounts into shares of QIND’s common stock at conversion\nprices that may be substantially below the then-current market price, resulting in significant dilution to existing stockholders, including\nus.

In\naddition, if conversion of the convertible notes causes us to cease to be the majority holder of QIND, then we may not consolidate its\noperations with ours. In such event, unless we are able to acquire another business with substantial operations, an immediate consequence\nwould be that we may fail to meet applicable stock exchange listing standards, including with respect to minimum shareholders’\nequity. In such event, we would become subject to delisting proceedings. For discussion of the potential adverse consequences to us upon\nbeing delisted, see “Risks Related to the Ownership of Our Securities – We may not be able to maintain a listing of the\nClass A Ordinary Shares on Nasdaq.” In addition, our ability to pursue our strategy of operating as a diversified energy company\nand to generate revenue from operations may be fundamentally impaired, resulting in additional material adverse consequences to our financial\nposition and results of operations.

Additionally,\nthe note that matured on June 30, 2025 is a senior secured obligation of QIND, and default thereunder could result in the lender enforcing\nits rights, which could materially impair QIND’s operations and the value of QIND’s assets. The related loan agreement also\ncontains cross-default provisions triggered by defaults on other material agreements, potentially compounding the adverse effects described\nabove.

Several\nof these notes also contain most-favored-nation provisions, anti-dilution protections, and beneficial ownership limitations that, in\nthe aggregate, could further complicate QIND’s ability to restructure or refinance this indebtedness. There can be no assurance\nthat QIND will be able to negotiate forbearance agreements, obtain waivers, refinance, or otherwise satisfy or restructure its obligations\nunder these notes on terms acceptable to us and QIND, or at all. If the holders of these notes elect to exercise their remedies, including\nacceleration, conversion at discounted prices, or enforcement of security interests, such actions could have a material adverse effect\non QIND, and therefore, since QIND is our majority-owned subsidiary, could cause material adverse effects to our business, financial\ncondition, results of operations, and the market price of our Class A Ordinary Shares, and could raise substantial doubt about our ability\nto continue as a going concern.

QIND\nis dependent on the Company and external financing to fund its operations, and there can be no assurance that such support will be repaid\nor available when needed.

As\nof December 31, 2025, QIND owed Fusion Fuel a total outstanding loan balance of $4,427,537. These loans may be used by QIND for working\ncapital and corporate needs. Such loans are non-interest-bearing and have no required repayment date. We anticipate that we will continue\nto finance QIND in connection with the operations of Al Shola Gas. In addition, QIND plans to address cash flow deficits through additional\nborrowings and the sale of securities.

No\nassurance can be given that any such financing, or additional capital will be available, if and when required by QIND. Fusion Fuel’s\nability to finance QIND’s needs depends on our financial condition and liquidity, which are subject to risks and uncertainties\nbeyond the Company’s control. Similarly, our ability to raise capital through borrowings or securities sales may be constrained\nby adverse market conditions, deteriorating creditworthiness, regulatory limitations, or investor sentiment. If we are unable to obtain\nadequate financing for QIND, or to raise sufficient capital through borrowings or securities sales, we may be unable to fully fund our\noperations, or execute our business plan. Any of these outcomes could have a material adverse effect on our business, financial condition,\nresults of operations, and prospects.

Our\ngas distribution business is subject to numerous operational, regulatory and market risks that could adversely impact its financial performance\nand long-term viability.

The\nCompany’s gas distribution business, primarily operated through Al Shola Gas, is subject to various operational, regulatory, and\nmarket risks that could adversely impact its financial performance and long-term viability. The distribution of LPG and other industrial\ngases involves significant logistical challenges, including supply chain dependencies, fluctuating commodity prices, and transportation\nrisks. Any disruptions in the supply of gas due to geopolitical instability, supplier constraints, or global market fluctuations could\nresult in increased costs or an inability to meet customer demand, negatively affecting revenue and profitability. Additionally, the\nbusiness must maintain extensive infrastructure, including storage facilities, transport fleets, and distribution networks, all of which\nrequire continuous investment and maintenance. Unexpected equipment failures, regulatory compliance issues, or safety incidents could\nlead to operational delays, legal liabilities, or reputational harm.

Moreover,\nthe gas distribution industry is highly regulated, with stringent safety and environmental requirements governing the storage, handling,\nand transportation of flammable and hazardous materials. Compliance with evolving regulations may require costly upgrades to infrastructure,\noperational adjustments, or additional licensing, increasing the Company’s expenses. Non-compliance with these regulations could\nresult in fines, operational restrictions, or liability claims in the event of accidents or environmental hazards. Additionally, as governments\nworldwide advocate for decarbonization and renewable energy alternatives, demand for LPG and other traditional gas products may decline\nover time, forcing the Company to adapt its business model or risk revenue erosion. If the Company fails to effectively manage these\nrisks, its gas distribution business could face financial strain, operational challenges, and reduced market competitiveness.

We\nare dependent on the availability of raw materials, parts, and components used in our products.

While\nwe manufacture certain parts and components used in our products, we also require substantial amounts of raw materials and purchases\nof certain parts and components from suppliers. The availability of and prices for raw materials, parts and components may be subject\nto curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by\nsuppliers, including due to geopolitical or civil unrest, unfavorable economic or industry conditions, labor disruptions, supply chain\ndisruptions, catastrophic weather events, natural disasters, the occurrence of a contagious disease or illness, changes in exchange rates\nand prevailing price levels. Any change in the supply of, or price for, these raw materials or parts and components could materially\naffect us and our financial condition, results of operations and cash flow.

Increases\nin the price of commodities could impact the cost or price of our products, which could impact our ability to sustain and grow earnings.

The\nmanufacturing processes for gas fuel consume significant amounts of raw materials, the costs of which are subject to worldwide supply\nand demand factors, as well as other factors beyond our control. Raw material price fluctuations may adversely affect our results. In\nthe past raw material prices have experienced volatility. Commodity pricing has fluctuated over the past few years and may continue to\ndo so in the future. Such fluctuations could have a material effect on our results of operations, balance sheets and cash flows and impact\nthe comparability of our results between financial periods.

We\nmay be subject to loss in market share and market acceptance as a result of performance failures, manufacturing errors, delays, or shortages.

There\nis a risk that, for unforeseen reasons, we may need to repair or replace products in use, or reimburse customers for products that fail\nto work or meet strict performance criteria. To date, we have encountered some product failures related to electronic and mechanical\ncomponents in equipment and vehicles. These are either repaired under warranty, at cost to the customer, or through a relevant maintenance\nagreement.

Other\ndisruptions in the supply chain process or product sales and fulfilment systems for any reason, including equipment malfunction, failure\nto follow specific protocols and procedures, supplier facility shut-downs, defective raw materials, wars and conflict, natural disasters\nsuch as hurricanes, tornadoes or wildfires, property damage from riots, other environmental factors, the impact of epidemics or pandemics,\nand actions by businesses, communities and governments in response, could lead to launch delays, product shortage, unanticipated costs,\nlost revenues and damage to our reputation.

We\nhave taken steps to limit remedies for product failure to the repair or replacement of malfunctioning or non-compliant products or services\nand also attempt to exclude or minimize exposure to product and related liabilities by including in our standard agreements warranty\ndisclaimers and disclaimers for consequential and related damages as well as limitations on our aggregate liability. From time to time,\nin certain sales transactions, we may negotiate liability provisions that vary from such standard forms. There is a risk that our contractual\nprovisions may not adequately minimize our product and related liabilities or that such provisions may be unenforceable. We intend to\ncarry product liability insurance, but the coverage we secure may not be adequate to cover potential claims. Moreover, to the extent\nwe have to repair, reimburse, or expend funds to cover customer service issues, our results of operations will be negatively affected.

The\nmarkets in which we operate are highly competitive, which could reduce sales and operating margins.

Most\nof our products are sold in competitive markets. Maintaining and improving a competitive position will require continued investment in\nmanufacturing, engineering, quality standards, marketing, customer service and support and distribution networks. We may not be successful\nin maintaining our competitive position. Our competitors may develop products and methods that are more efficient or may adapt quicker\nto new technologies or evolving customer requirements. We may not be able to compete successfully with existing competitors or with new\ncompetitors. Pricing pressures may require us to adjust the prices of products to stay competitive. Failure to continue competing successfully\ncould reduce sales, operating margins, and overall financial performance.

A\nsubstantial decrease in the price of gas could significantly lower our gross profit or cash flow.

We\ndistribute gas and, as a result, our business may be significantly affected by the price and supply of gas. When gas prices are lower,\nthe prices that we charge customers for products may decline, which affects our gross profit and cash flow. The gas industry as a whole\nis cyclical and at times pricing and availability of gas can be volatile due to numerous factors beyond our control, including general\ndomestic and international economic conditions, labor costs, sales levels, competition, consolidation of steel producers, import duties\nand tariffs and currency exchange rates. When gas prices decline, customer demands for lower prices and our competitors’ responses\nto those demands could result in lower sale prices and, consequently, lower gross profit or cash flow.

If\ngas prices rise, we may be unable to pass along the cost increases to our customers.

We\nmaintain inventories of gas to accommodate the lead time requirements of our customers. Accordingly, we purchase gas in an effort to\nmaintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic\nbuying practices, contracts with customers and market conditions. Our commitments to purchase gas are generally at prevailing market\nprices in effect at the time we place our orders. If gas prices increase between the time that we order gas and the time of delivery\nof such products to us, our suppliers may impose surcharges that require us to pay for increases in gas prices during such period. Demand\nfor the gas we distribute, the actions of our competitors, and other factors will influence whether we will be able to pass such gas\ncost increases and surcharges on to our customers, and we may be unsuccessful in doing so. A failure to pass such costs on to customers\nmay force us to use more working capital to cover the mismatch between supplier payments and customer payments, which may have an adverse\neffect our financial condition and results of operations.

We\noccasionally provide integrated gas distribution project management services in the form of long-term, fixed price contracts that may\nrequire us to assume additional risks associated with cost overruns, operating cost inflation, labor availability and productivity, supplier\nand contractor pricing and performance, and potential claims for liquidated damages.

We\noccasionally provide integrated gas distribution project management services outside our normal discrete business in the form of long-term,\nfixed price contracts. Some of these contracts are required by our customers, primarily international gas companies. These services include\nacting as project managers as well as service providers and may require us to assume additional risks associated with cost overruns.\nThese customers may provide us with inaccurate information in relation to their reserves, which is a subjective process that involves\nlocation and volume estimation, that may result in cost overruns, delays, and project losses. In addition, our gas distribution customers\noften operate in countries with unsettled political conditions, war, civil unrest, or other sources of disruption. These issues may also\nresult in cost overruns, delays, and project losses.

Providing\nservices on an integrated basis may also require us to assume additional risks associated with operating cost inflation, labor availability\nand productivity, supplier pricing and performance, and potential claims for liquidated damages. We rely on third-party subcontractors\nand equipment providers to assist us with the completion of these types of contracts. To the extent that we cannot engage subcontractors\nor acquire equipment or materials in a timely manner and on reasonable terms, our ability to complete a project in accordance with stated\ndeadlines or at a profit may be impaired. If the amount we are required to pay for these goods and services exceeds the amount we have\nestimated in bidding for fixed-price work, we could experience losses in the performance of these contracts. These delays and additional\ncosts may be substantial, and we may be required to compensate our customers for these delays. This may reduce the profit to be realized\nor result in a loss on a project.

Trends\nin gas prices affect the level of exploration, development, and production activity of our customers and the demand for our services\nand products, which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial\ncondition.

Demand\nfor our services and products is particularly sensitive to the level of exploration, development, and production activity of, and the\ncorresponding capital spending by, gas companies. The level of exploration, development, and production activity is directly affected\nby trends in gas prices, which historically have been volatile and are likely to continue to be volatile. Prices for gas are subject\nto large fluctuations in response to relatively minor changes in the supply of and demand for gas, market uncertainty, and a variety\nof other economic factors that are beyond our control. Given the long-term nature of many large-scale development projects, even the\nperception of longer-term lower gas prices by gas companies can cause them to reduce or defer major expenditures. Any prolonged reductions\nof commodity prices or expectations of such reductions could have a material adverse effect on our business, consolidated results of\noperations, and consolidated financial condition.

Factors\naffecting the price of gas include:

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the\n level of supply and demand for gas;

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the\n cost of, and constraints associated with, producing and delivering gas;

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governmental\n regulations and other actions, including economic sanctions and policies of governments regarding\n the exploration for and production and development of their gas reserves;

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weather\n conditions, natural disasters, and health or similar issues, such as pandemics or epidemics;

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worldwide\n political and military actions, and economic conditions, including potential recessions;\n and

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increased\n demand for alternative energy and use of electric vehicles and increased emphasis on decarbonization,\n including government initiatives to promote the use of renewable energy sources and public\n sentiment around alternatives to fossil fuels such as gas.

Our\nbusiness is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on\nour gas distribution business, consolidated results of operations, and consolidated financial condition.

Our\ngas distribution business is directly affected by changes in capital expenditures by our customers, and reductions in their capital spending\ncould reduce demand for our services and products and have a material adverse effect on our business, consolidated results of operations,\nand consolidated financial condition. Some of the items that may impact our customers’ capital spending include:

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gas\n prices, which are impacted by the factors described in the preceding risk factor;

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the\n inability of our customers to access capital on economically advantageous terms, which may\n be impacted by, among other things, a decrease of investors’ interest in hydrocarbon\n producers because of environmental and sustainability initiatives;

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changes\n in customers’ capital allocation, including an increased allocation to the production\n of renewable energy or other sustainability efforts, leading to less focus on gas production\n growth;

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restrictions\n on our customers’ ability to get their gas to market due to infrastructure limitations;

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consolidation\n of our customers;

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customer\n personnel changes;

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elections\n by customers to defer payments beyond our invoice due dates; and

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adverse\n developments in the business or operations of our customers, including write-downs of gas\n reserves and borrowing base reductions under customers’ credit facilities.

Constraints\nin the supply of, prices for, and availability of transportation of raw materials can have a material adverse effect on our gas distribution\nbusiness and consolidated results of operations.

Raw\nmaterials essential to our gas distribution operations and manufacturing, such as proppants (primarily sand), chemicals, metals, and\ngels, are normally readily available. Shortages of raw materials as a result of high levels of demand or loss of suppliers can trigger\nconstraints in the supply chain of those raw materials, particularly where we have a relationship with a single supplier for a particular\nresource. Many of the raw materials essential to our business require the use of rail, storage, and trucking services to transport the\nmaterials to our job sites. These services, particularly during times of high demand, may cause delays in the arrival of or otherwise\nconstrain our supply of raw materials. These constraints could have a material adverse effect on our business and consolidated results\nof operations. In addition, price increases imposed by our vendors for raw materials and transportation providers used in our business,\nand the inability to pass these increases through to our customers, could have a material adverse effect on our business and consolidated\nresults of operations.

Demand\nfor the products we distribute could decrease if the manufacturers of those products were to sell a substantial amount of goods directly\nto end users in the markets we serve.

Our\nproducts are purchased through distributors and not directly from manufacturers. If those customers were to purchase the products that\nwe sell directly from manufacturers, or if manufacturers sought to increase their efforts to sell directly to end users, our business,\nresults of operations and financial condition could be materially and adversely affected. These or other developments that remove us\nfrom, or limit our role in, the distribution chain, may harm our competitive position in the marketplace and reduce our sales and earnings.

Price\nreductions by suppliers of gas products sold by us could cause the value of our inventory to decline. Also, such price reductions could\ncause our customers to demand lower sales prices for these products, possibly decreasing our margins and profitability on sales to the\nextent that our inventory of such products was purchased at the higher prices prior to supplier price reductions, and we are required\nto sell such products to our customers at the lower market prices.

The\nvalue of our gas products inventory could decline as a result of price reductions by manufacturers of products sold by us. There is no\nassurance that a substantial decline in product prices would not result in a write-down of our inventory value. Such a write-down could\nhave a material adverse effect on our financial condition. Also, decreases in the market prices of products sold by us could cause customers\nto demand lower sale prices from us. These price reductions could reduce our margins and profitability on sales with respect to such\nlower-priced products. Reductions in our margins and profitability on sales could have a material adverse effect on our business, results\nof operations, and financial condition.

Our\noperations are subject to hazards inherent in the gas industry and, as a result, we are exposed to potential liabilities that may affect\nour financial condition and reputation.

Risks\ninherent to the gas industry, such as equipment malfunctions and failures, equipment misuse and defects, explosions and uncontrollable\nflows of gas and natural disasters, can cause personal injury, loss of life, suspension of operations, damage to facilities, business\ninterruption and damage to or destruction of property, equipment, and the environment. These risks could expose us to substantial liability\nfor personal injury, wrongful death, property damage, loss of gas production, pollution, and other environmental damages. The frequency\nand severity of such incidents will affect operating costs, insurability and relationships with customers, employees, and regulators.\nIn particular, our customers may elect not to purchase our services if they view our safety record as unacceptable, which could cause\nus to lose customers and substantial revenues. In addition, these risks may be greater for us because we may acquire companies that have\nnot allocated significant resources and management focus to safety and have a poor safety record requiring rehabilitative efforts during\nthe integration process.

Our\ncustomers could seek damages for losses associated with these errors, defects, or other performance problems. Our insurance policies\nmay not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance\npremiums may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming\nand costly to defend.

We\nare subject to increased risks associated with our investments in emerging markets, particularly in the Middle East region and specifically\nin the UAE. These risks encompass significant political, social, and economic uncertainties in the region. Given the volatile nature\nof these markets, instabilities in these regions could significantly adversely affect the value of our investments.

Our\ngas operations are conducted, and our gas assets are located in, the UAE, which is defined as an emerging market. There is no assurance\nthat any political, social, economic or market conditions affecting countries in the Middle East region would not have a material adverse\neffect on our business, results of operations and financial condition.

Specific\nrisks in the Middle East region that may have a material impact on our business, results of operations and financial condition include:

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an\n increase in inflation and the cost of living;

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a\n devaluation in the currency of any country in which we have operations;

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external\n acts of warfare and civil clashes or other hostilities involving nations in the region;

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governmental\n actions or interventions, including tariffs, protectionism, and subsidies;

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difficulties\n and delays in obtaining governmental or other approvals, new permits and consents for our\n operations or renewing existing ones;

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potential\n lack of transparency or reliability in jurisdictions where we operate;

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cancellation\n of contractual rights;

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lack\n of infrastructure;

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expropriation\n or nationalization of assets;

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inability\n to repatriate profits and/or dividends;

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continued\n regional political instability and unrest, including government or military regime change,\n riots or other forms of civil disturbance or violence, including through acts of terrorism;

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military\n strikes or the outbreak of war or other hostilities involving nations in the region;

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a\n material curtailment of the industrial and economic infrastructure development that is currently\n underway across the Middle East region;

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increased\n government regulations, or adverse governmental activities, with respect to price, import\n and export controls, the environment, customs and immigration, capital transfers, foreign\n exchange and currency controls, labor policies, land and water use and foreign ownership;

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changing\n tax regimes, including the imposition of taxes in currently tax favorable jurisdictions;

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arbitrary,\n inconsistent, or unlawful government action, including capricious application of tax laws\n and selective tax audits;

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limited\n availability of capital or debt financing; and

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slowing\n regional and global economic environment.

Any\nunexpected changes in these or other political, social, economic, or other conditions in which we operate in the UAE or neighboring countries\nmay have a material adverse effect on our business, results of operations and financial condition. It is not possible to predict the\noccurrence of events or circumstances such as or like those outlined above or the impact of such occurrences and no assurance can be\ngiven that we would be able to achieve profitable operations if such events or circumstances were to occur.

Investors\nshould also be aware that emerging markets are subject to greater risks than more developed markets, including in some cases significant\nlegal, economic, and political risks. Accordingly, investors should exercise particular care in evaluating the risks involved and must\ndecide for themselves whether, considering those risks, their investment is appropriate. Generally, investment in developing markets\nis only suitable for sophisticated investors who fully appreciate the significance of the risks involved.

To\nthe extent that economic growth or performance in the countries in which we operate slows or begins to decline, or political conditions\nbecome sufficiently unstable to have a material adverse effect on our operations, our business, financial condition, and results of operations\nmay be materially adversely affected.

We\nare exposed to risks from potentially unpredictable legal and regulatory environments in the UAE and Middle East region.

We\ncurrently operate in the UAE, an emerging market economy, which is in various stages of developing legal and regulatory systems that\nare not yet as fully matured and/or established as those of Western Europe and the United States. Some emerging market countries are\nalso in the process of transitioning to a market economy and, as a result, are experiencing changes in their economies and their government\npolicies (including, without limitation, policies relating to foreign ownership, repatriation of profits, property and contractual rights\nand planning and permit granting regimes) that may affect our business in those countries. Such countries are also characterized by less\ncomprehensive legal and regulatory environments and systems. Existing laws and regulations may be applied inconsistently with anomalies\nin their interpretation or implementation. Such anomalies could affect our ability to enforce our rights under our contracts or to defend\nour business against claims by others.

There\ncan be no assurance that if laws or regulations were imposed on the products and services offered by us it would not increase our costs,\nor adversely affect the way in which we conduct our business or otherwise have a material adverse effect on our results of operations\nand financial condition.

Any\nof the above factors, alone or in combination, may have a material adverse effect on our business, results of operations and financial\ncondition.

We\nare exposed to risks arising from potential changes in the UAE’s visa legislation, which could adversely impact our business operations.

Any\nrestrictive changes to the UAE’s visa policies may discourage foreign nationals from choosing to live, work, and invest in the\nUAE, which would have an adverse effect on our ability to attract skilled personnel, our business, results of operations and financial\ncondition.

We\nare subject to risks associated with potential unlawful or arbitrary governmental actions in the UAE, which could negatively impact our\noperations and financial performance.

Governmental\nauthorities in the UAE may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice,\nand sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Such governmental action could\ninclude, among other things, the withdrawal of building permits, the expropriation of property without adequate compensation or the forcing\nof business acquisitions, combinations, or sales. Any such action taken may have a material adverse effect on our business, results of\noperations and financial condition.

We\nare subject to the risk of international sanctions, which could significantly impact our business activities, results of operations and\nfinancial condition.

European,\nU.S. and other international sanctions have in the past been imposed on companies engaging in certain types of transactions with specified\ncountries or companies or individuals in those countries. Companies operating in certain countries in the Middle East region have been\nsubject to such sanctions in the past. The UAE is not subject to such sanctions as of the date of this report. The terms of legislation\nand other rules and regulations that establish sanctions regimes are often broad in scope and difficult to interpret.

If\nthe UAE were in the future to violate European, U.S. or international sanctions, penalties could include a prohibition or limitation\non the UAE’s ability to conduct business in certain jurisdictions or to access the U.S. or international capital markets. Any such\nsanction could have a material adverse effect on our business, results of operations and financial condition.

The\nsale of our products involves potential product liability and related risks that could expose us to significant insurance and loss expenses.

We\nface an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted\nin, illness or injury. Any product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover,\nliability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles for our\ninsurances and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance\nmay fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages.

Risks\nRelated to the Ownership of Our Securities

We\nmay not be able to maintain a listing of the Class A Ordinary Shares on Nasdaq.

We\nmust meet certain financial and liquidity criteria to maintain our listing on Nasdaq. If we violate Nasdaq’s listing requirements,\nor if we fail to meet any of Nasdaq’s continued listing standards, the Class A Ordinary Shares may be delisted. In addition, our\nBoard of Directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of\nsuch listing.

In\nthe past, we received notices of noncompliance with the Nasdaq listing rules, including Nasdaq Listing Rule 5550(b)(1), requiring minimum\nstockholders’ equity of $2,500,000, Nasdaq Listing Rule 5620(a), requiring the Company to hold an annual shareholder meeting, and\nNasdaq Listing Rule 5550(a)(2), requiring the Company to have a minimum bid price of $1.00. Although we have since been found to regain\ncompliance with these rules by the relevant Nasdaq staff, there is no assurance that we will be able to continue to meet these or other\nrequirements of the Nasdaq listing rules in order to maintain the listing of the Class A Ordinary Shares.

A\ndelisting of the Class A Ordinary Shares from Nasdaq may materially impair our shareholders’ ability to buy and sell the Class\nA Ordinary Shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, the Class A\nOrdinary Shares. The delisting of the Class A Ordinary Shares could significantly impair our ability to raise capital and the value of\nany investment in our securities. If Nasdaq delists the Class A Ordinary Shares, we could face significant material adverse consequences,\nincluding:

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a\n limited availability of market quotations for the Class A Ordinary Shares;

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a\n reduced level of trading activity in the secondary trading market for the Class A Ordinary\n Shares;

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a\n limited amount of news and analyst coverage;

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a\n decreased ability to issue additional securities or obtain additional financing in the future;

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stamp\n duty may be chargeable on transfers of Class A Ordinary Shares at a rate of 1% of the greater\n of the price paid or market value of the Class A Ordinary Shares transferred; and

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our\n securities would not be “covered securities” under the National Securities Markets\n Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states\n from regulating the sale of certain securities, including securities listed on Nasdaq, in\n which case our securities would be subject to regulation in each state where we offer and\n sell securities.

Our\noperating results and share price may fluctuate, and you could lose all or part of your investment.

Our\noperating results are likely to fluctuate as a publicly traded company. In addition, securities markets worldwide have experienced, and\nare likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic,\nmarket, or political conditions, could subject the market price of the Class A Ordinary Shares to wide price fluctuations regardless\nof our operating performance. You may not be able to resell your shares at or above the price you paid or at all. Our operating results\nand the trading price of the Class A Ordinary Shares may fluctuate in response to various factors, including:

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market\n conditions in the broader stock market;

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actual\n or anticipated fluctuations in our quarterly financial and operating results;

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introduction\n of new products or services by us or our competitors;

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issuance\n of new or changed securities analysts’ reports or recommendations;

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changes\n in debt ratings;

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results\n of operations that vary from expectations of securities analysts and investors;

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guidance,\n if any, that we provide to the public, any changes in this guidance or our failure to meet\n this guidance;

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strategic\n actions by us or our competitors;

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announcement\n by us, our competitors, or our vendors of significant contracts or acquisitions;

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sales,\n or anticipated sales, of large blocks of the Class A Ordinary Shares;

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additions\n or departures of key personnel;

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regulatory,\n legal, or political developments;

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public\n response to press releases or other public announcements by us or third parties, including\n our filings with the SEC;

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litigation\n and governmental investigations;

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changing\n economic conditions;

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changes\n in accounting principles; and

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other\n events or factors, including those from natural disasters, pandemic, war, acts of terrorism,\n or responses to these events.

These\nand other factors, many of which are beyond our control, may cause our operating results and the market price and demand for the Class\nA Ordinary Shares to fluctuate substantially. While we believe that operating results for any particular period are not necessarily a\nmeaningful indication of future results, fluctuations in our operating results could limit or prevent investors from readily selling\nthe Class A Ordinary Shares and may otherwise negatively affect the market price and liquidity of the Class A Ordinary Shares. In addition,\nin the past, when the market price of a stock has been volatile, holders of that stock have sometimes brought securities class action\nlitigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial\ncosts defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could\nsignificantly harm our profitability and reputation.

We\ndo not intend to declare or pay cash dividends on the Class A Ordinary Shares, and, consequently, your ability to achieve a return on\nyour investment will depend on appreciation in the price of the Class A Ordinary Shares. In addition, any distribution of dividends must\nbe in accordance with the rules and restrictions applying under Irish law.

We\nhave not declared or paid any cash dividends on the Class A Ordinary Shares since our formation and do not currently intend to pay cash\ndividends in the foreseeable future. Any determination to pay dividends in the future will be at the sole discretion of our Board of\nDirectors after considering our financial condition, results of operations, capital requirements, contractual restrictions, general business\nconditions and other factors our Board of Directors deems relevant, and subject to compliance with applicable laws, including the Irish\nCompanies Act, which requires Irish companies to have distributable reserves available for distribution equal to or greater than the\namount of the proposed dividend. Distributable reserves are the accumulated realized profits of the Company that have not previously\nbeen utilized in a distribution or capitalization less accumulated realized losses that have not previously been written off in a reduction\nor reorganization of capital. Unless the Company creates sufficient distributable reserves from its business activities, the creation\nof such distributable reserves would involve a reduction of the Company’s share premium account or other undenominated capital\naccount, which would require the approval of (i) 75% of our shareholders present and voting at a shareholder meeting, and (ii) the Irish\nHigh Court. In the event that we do not undertake a reduction of capital to create distributable reserves, no distributions by way of\ndividends, share repurchases or otherwise will be permitted under Irish law until such time as the Company has created sufficient distributable\nreserves from its business activities. The determination as to whether or not the Company has sufficient distributable reserves to fund\na dividend must be made by reference to “relevant financial statements” of the Company. The “relevant financial statements”\nare either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance\nwith the Irish Companies Act, which give a “true and fair view” of the Company’s unconsolidated financial position\nin accordance with accepted accounting practice in Ireland.

Moreover,\neven if we are or become able to declare and pay dividends, we expect to retain all earnings, if any, generated by our operations for\nthe development and growth of our business. Therefore, you are not likely to receive any dividends on the Class A Ordinary Shares for\nthe foreseeable future.

As\na result, the success of an investment in the Class A Ordinary Shares will depend upon any future appreciation in our value and investors\nmay need to sell all or part of their holdings of Class A Ordinary Shares after price appreciation, which may never occur, as the only\nway to realize any future gains on their investment. There is no guarantee that the Class A Ordinary Shares will appreciate in value\nor even maintain the price at which our shareholders have purchased the Class A Ordinary Shares. If the price of the Class A Ordinary\nShares declines before we pay dividends, you will incur a loss on your investment, without the likelihood that this loss will be offset\nin part or at all by potential future cash dividends. Investors seeking cash dividends should not purchase Class A Ordinary Shares.

In\naddition, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in dollars that our\nshareholders receive upon the payment of cash dividends or other distributions we declare and pay in euros, if any. These factors could\nharm the value of the Class A Ordinary Shares, and, in turn, the dollar proceeds that holders receive from the sale of the Class A Ordinary\nShares.

In\ncertain limited circumstances, dividends paid by the Company may be subject to Irish dividend withholding tax.

The\nCompany does not intend to pay dividends on its capital stock in the foreseeable future. If the Company were to declare and pay dividends,\nin certain limited circumstances, dividend withholding tax may arise in respect of dividends paid on the Class A Ordinary Shares. A number\nof exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other countries with which Ireland\nhas entered into a double tax treaty may be entitled to exemptions from dividend withholding tax.

The\nIrish Revenue Commissioners have confirmed that shareholders resident in the U.S. that hold their Class A Ordinary Shares through DTC\nwill not be subject to dividend withholding tax, provided the addressees of the beneficial owners of such Class A Ordinary Shares in\nthe records of the brokers holding such Class A Ordinary Shares are recorded as being in the U.S. (and such brokers have further transmitted\nthe relevant information to a qualifying intermediary appointed by the Company). However, other holders of Class A Ordinary Shares may\nbe subject to dividend withholding tax.

Class\nA Ordinary Shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish\ncapital acquisitions tax (“CAT”) could apply to a gift or inheritance of Class A Ordinary Shares irrespective of the place\nof residence, ordinary residence or domicile of the parties. This is because Class A Ordinary Shares will be regarded as property situated\nin Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses\nare exempt from CAT. Children have a tax-free threshold in respect of taxable gifts or inheritances received from their parents.

A\ntransfer of the Class A Ordinary Shares, other than one effected by means of the transfer of book-entry interests in DTC, may be subject\nto Irish stamp duty.

Transfers\nof the Class A Ordinary Shares effected by means of the transfer of book entry interests in DTC will not be subject to Irish stamp duty.\nIt is anticipated that the majority of the Class A Ordinary Shares will be traded through DTC by brokers who hold such shares on behalf\nof customers. However, if Class A Ordinary Shares are held directly rather than beneficially through DTC, any transfer of these Class\nA Ordinary Shares could be subject to Irish stamp duty. Payment of Irish stamp duty is generally a legal obligation of the transferee.\nThe potential for stamp duty could adversely affect the price of our securities.

If\nthe Class A Ordinary Shares are not eligible for deposit and clearing within the facilities of DTC, then transactions in the Class A\nOrdinary Shares may be disrupted.

The\nfacilities of DTC are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the\nDTC system, which include many large banks and brokerage firms. The Class A Ordinary Shares are eligible for deposit and clearing within\nthe DTC system. On December 10, 2020, we entered into arrangements with DTC whereby we agreed to indemnify DTC for any Irish stamp duty\nthat may be assessed upon it as a result of its service as a depository and clearing agency for the Class A Ordinary Shares and, in consideration\nfor such indemnification, DTC agreed to accept the Class A Ordinary Shares for deposit and clearing within its facilities.

However,\nalthough DTC has initially accepted the Class A Ordinary Shares, it generally will have discretion to cease to act as a depository and\nclearing agency for the Class A Ordinary Shares. If DTC determines at any time that the Class A Ordinary Shares are not eligible for\ncontinued deposit and clearance within its facilities, then we believe the Class A Ordinary Shares would not be eligible for continued\nlisting on a U.S. securities exchange and trading in the Class A Ordinary Shares would be disrupted. While we would pursue alternative\narrangements to preserve our listing and maintain trading, any such disruption could have a material adverse effect on the trading price\nof the Class A Ordinary Shares.

Irish\nlaw differs from the laws in effect in the United States and U.S. investors may have difficulty enforcing civil liabilities against us,\nour directors or members of senior management.

The\nCompany is a company formed under the laws of Ireland, all of its properties are located outside of the United States, a majority of\nour directors and officers are not U.S. citizens and reside outside of the United States and all our assets are and are likely in the\nfuture to be located outside of the United States. As a result, it may not be possible to serve process on our directors and officers,\nor us, in the United States or to enforce court judgments obtained in the United States against these individuals or us in Ireland based\non the civil liability provisions of the U.S. federal or state securities laws. The United States currently does not have a treaty with\nIreland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment\nfor the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal\nor state securities laws, would not automatically be enforceable in Ireland. A judgment obtained against us will be enforced by the courts\nof Ireland if the following general requirements are met:

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U.S.\n courts must have had jurisdiction in relation to the particular defendant according to Irish\n conflict of law rules (the submission to jurisdiction by the defendant would satisfy this\n rule); and

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the\n judgment must be final and conclusive and the decree must be final and unalterable in the\n court which pronounces it.

A\njudgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. But where the effect of lodging\nan appeal under the applicable law is to stay execution of the judgment, it is possible that in the meantime the judgment may not be\nactionable in Ireland. It remains to be determined whether a final judgment given in default of appearance is final and conclusive. Irish\ncourts may also refuse to enforce a judgment of the U.S. courts that meets the above requirements for one of the following reasons:

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the\n judgment is not for a definite sum of money;

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the\n judgment was obtained by fraud;

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the\n enforcement of the judgment in Ireland would be contrary to natural or constitutional justice;

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the\n judgment is contrary to Irish public policy or involves certain U.S. laws that will not be\n enforced in Ireland; or

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jurisdiction\n cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings\n by personal service in Ireland or outside Ireland under Order 11 of the Irish Superior Courts\n Rules.

As\nan Irish company, we are principally governed by Irish law, which differs in some material respects from laws generally applicable to\nU.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and\nshareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders\nof Irish companies generally do not have a personal right of action against directors or other officers of the company and may exercise\nsuch rights of action on behalf of the company only in limited circumstances. Shareholders should also be aware that Irish law does not\nallow for any form of legal proceedings directly equivalent to the class action available in the United States.

Our\ncorporate affairs will be governed by the Company’s constitution, the Irish Companies Act, and the common law of Ireland. The rights\nof shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors\nto us under Irish law are governed by the Irish Companies Act and the common law of Ireland. The rights of the Company’s shareholders\nand the fiduciary responsibilities of our directors and officers under Irish law may not be as clearly established as they would be under\nstatutes or judicial precedent in some jurisdictions in the United States. In particular, Ireland has a less developed body of securities\nlaws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies\nof corporate law.

Accordingly,\nholders of the Class A Ordinary Shares may have more difficulty protecting their interests than would holders of shares of a corporation\nincorporated in a jurisdiction of the United States.

An\ninvestment in our securities may result in uncertain U.S. federal income tax consequences.

An\ninvestment in our securities may result in uncertain U.S. federal income tax consequences. See Item 10.E. Taxation. “Anticipated\nMaterial U.S. Federal Income Tax Consequences to U.S. Holders of Company Securities”. Prospective investors are urged\nto consult their tax advisors with respect to these and other tax consequences when purchasing, holding and disposing of our securities.

As\nan Irish public limited company, certain capital structure decisions regarding the Company will require the approval of the shareholders\nof the Company, which may limit the Company’s flexibility to manage its capital structure.

Irish\nlaw generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized\nto do so by a company’s constitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a\ncompany’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another\nordinary resolution. The Company’s constitution authorized the Board of Directors of the Company to allot shares up to the full\namount of the Company’s authorized but unissued share capital until December 31, 2023. At the Company’s annual general meeting\nin September 2023, the shareholders granted the Board of Directors of the Company the authority to allot shares up to 20% of the Company’s\nauthorized but unissued share capital until December 31, 2024. At an extraordinary general meeting of the Company in March 2024, the\nshareholders extended this authority and granted the Board of Directors of the Company the authority to allot shares up to the full amount\nof the Company’s authorized but unissued share capital until March 19, 2029. At the Company’s annual general meeting in June\n2025, the shareholders granted the Board of Directors of the Company to allot shares up to the full amount of the Company’s authorized\nbut unissued share capital until June 25, 2030. At the Company’s extraordinary general meeting in November 2025, the shareholders\ngranted the Board of Directors of the Company to allot shares up to the full amount of the Company’s authorized but unissued share\ncapital until November 6, 2030. This authorization will therefore need to be renewed by ordinary resolution by November 6, 2030 unless\notherwise renewed prior thereto. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance\nconsiderations may result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.

While\nIrish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for the Company’s\nconstitution, or for shareholders of the Company in a general meeting, to exclude such pre-emptive rights. Following the Company’s\nextraordinary general meeting in March 2024, pre-emptive rights are currently excluded until March 19, 2029. This exclusion will need\nto be renewed by special resolution by March 19, 2029 unless otherwise renewed prior thereto.

Provisions\nof the Company’s constitution, as well as provisions of Irish law, could make an acquisition of us more difficult, limit attempts\nby our shareholders to replace or remove our current directors, and limit the market price of the Class A Ordinary Shares.

The\nCompany’s constitution, together with certain provisions of the Irish Companies Act, could delay, defer or prevent a third party\nfrom acquiring us, even where such a transaction would be beneficial to the holders of the Class A Ordinary Shares, or could otherwise\nadversely affect the market price of the Class A Ordinary Shares. For example, certain provisions of the Company’s constitution:

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require\n that our Board of Directors be classified into three classes of directors with staggered\n three-year terms;

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permit\n our Board of Directors to establish the number of directors and fill any vacancies and newly\n created directorships;

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permit\n our Board of Directors to issue preferred shares with such rights and preferences as they\n may designate, subject to applicable law;

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permit\n our Board of Directors to adopt a shareholder rights plan upon such terms and conditions\n as it deems expedient and in our best interests; and

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impose\n advance notice requirements for shareholder proposals and director nominations to be considered\n at annual shareholder meetings.

We\nbelieve these provisions, if implemented in compliance with applicable law, may provide some protection to holders of ordinary shares\nfrom coercive or otherwise unfair takeover tactics. These provisions are not intended to make us immune from takeovers. They will, however,\napply even if some holders of Class A Ordinary Shares consider an offer to be beneficial and could delay or prevent an acquisition that\nour Board of Directors determines is in the best interest of the holders of Class A Ordinary Shares. Certain of these provisions may\nalso prevent or discourage attempts to remove and replace incumbent directors.

In\naddition, mandatory provisions of Irish law could prevent or delay an acquisition of the Company by a third party. For example, Irish\nlaw does not permit shareholders of an Irish public limited company to take action by written consent with less than unanimous consent.\nFurthermore, an effort to acquire us may be subject to various provisions of Irish law relating to mandatory bids, voluntary bids, requirements\nto make a cash offer and minimum price requirements, as well as substantial acquisition rules and rules requiring the disclosure of interests\nin Class A Ordinary Shares in certain circumstances.

Irish\nlaw differs from the laws in effect in the United States with respect to defending unwanted takeover proposals and may give our Board\nof Directors less ability to control negotiations with hostile offerors.

Attempted\ntakeovers of the Company will be subject to the Irish Takeover Rules and will be under the supervisory jurisdiction of the Irish Takeover\nPanel. Accordingly, the Company’s Board of Directors may be limited by the Irish Takeover Rules in its ability to defend an unsolicited\ntakeover attempt.

Due\nto the listing of the Class A Ordinary Shares on Nasdaq, the Company is subject to the Irish Takeover Rules, under which the Company\nis not permitted to take certain actions that might “frustrate” an offer for Class A Ordinary Shares once the Board of Directors\nhas received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders\nentitled to vote at a general meeting of our shareholders or the consent of the Irish Takeover Panel. This could limit the ability of\nthe Company’s Board of Directors to take defensive actions even if it believes that such defensive actions would be in our best\ninterests or the best interests of our shareholders.

The\nIrish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other\nmatters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple\nbidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the Board of Directors of the Company\nwill not be permitted, without shareholder approval, to take certain actions which might frustrate an offer for Class A Ordinary Shares\nonce the Board of Directors of the Company has received an approach that might lead to an offer or has reason to believe that an offer\nis, or may be, imminent.

Under\nthe Irish Takeover Rules, if an acquisition of Class A Ordinary Shares were to increase the aggregate holdings of the acquirer (together\nwith its concert parties) to 30% or more of the voting rights of the Company, such acquirer and, in certain circumstances, its concert\nparties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding Class A Ordinary\nShares at a price not less than the highest price paid by such acquirer or its concert parties for Class A Ordinary Shares during the\nprevious 12 months. This requirement would also be triggered by the acquisition of Class A Ordinary Shares by any person holding (together\nwith its concert parties) between 30% and 50% of the voting rights of the Company if the effect of such acquisition were to increase\nthat person’s voting rights by 0.05% within a 12-month period.

Anti-takeover\nprovisions in the Company’s constitution could make an acquisition of the Company more difficult. As discussed in the preceding\nrisk factor, the Company’s constitution contains provisions that may delay or prevent a change of control, discourage bids at a\npremium over the market price of Class A Ordinary Shares, adversely affect the market price of Class A Ordinary Shares, and adversely\naffect the voting and other rights of shareholders of the Company.

We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions\napplicable to U.S. domestic public companies.

Because\nwe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations\nin the United States that are applicable to U.S. domestic issuers, including:

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the\n rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form\n 10-Q or current reports on Form 8-K;

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the\n sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations\n in respect of a security registered under the Exchange Act;

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the\n sections of the Exchange Act requiring insiders to file public reports of their stock ownership\n and trading activities and liability for insiders who profit from trades made in a short\n period of time; and

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the\n selective disclosure rules by issuers of material nonpublic information under Regulation\n FD.

We\nare required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish\nour results on a semi-annual basis and disclose material events on Forms 6-K furnished to the SEC. However, the information we are required\nto file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.\ndomestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you\ninvesting in a U.S. domestic issuer.

As\na foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic\nU.S. issuers. This may afford less protection to holders of our shares.

We\nare exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private\nissuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements\nof Nasdaq. As a result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers.\nWe have elected to follow corporate governance practices under Irish law in lieu of the requirements of Nasdaq Listing Rules 5635(a),\n5635(b), 5635(c), and 5635(d)(2), which require companies to obtain shareholder approval prior to, respectively:

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the\n issuance of securities in connection with the acquisition of the stock or assets of another\n company if (1) where, due to the present or potential issuance of common stock, including\n shares issued pursuant to an earn-out provision or similar type of provision, or securities\n convertible into or exercisable for common stock, other than a public offering for cash:\n (A) the common stock has or will have upon issuance voting power equal to or in excess of\n 20% of the voting power outstanding before the issuance of stock or securities convertible\n into or exercisable for common stock; or (B) the number of shares of common stock to be issued\n is or will be equal to or in excess of 20% of the number of shares of common stock outstanding\n before the issuance of the stock or securities; or (2) any director, officer or Substantial\n Shareholder (as defined by Nasdaq Listing Rule 5635(e)(3)) of the Company has a 5% or greater\n interest (or such persons collectively have a 10% or greater interest), directly or indirectly,\n in the Company or assets to be acquired or in the consideration to be paid in the transaction\n or series of related transactions and the present or potential issuance of common stock,\n or securities convertible into or exercisable for common stock, could result in an increase\n in outstanding common shares or voting power of 5% or more;

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the\n issuance of securities when the issuance or potential issuance will result in a change of\n control of the Company;

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the\n issuance of securities when a stock option or purchase plan is to be established or materially\n amended or other equity compensation arrangement made or materially amended, pursuant to\n which stock may be acquired by officers, directors, employees, or consultants, except in\n certain circumstances; or

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conducting\n a transaction, other than a public offering, involving the sale, issuance or potential issuance\n by the Company of ordinary shares (or securities convertible into or exercisable for ordinary\n shares), which alone or together with sales by officers, directors or Substantial Shareholders\n of the Company, equals 20% or more of the Class A Ordinary Shares or 20% or more of the voting\n power outstanding before the issuance at a price that is less than a price that is the lower\n of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding\n the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of\n the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding\n the signing of the binding agreement.

Irish\nlaw and generally accepted business practices in Ireland do not require that shareholders approve such transactions. Accordingly, shareholder\napproval is not required for these types of transactions by the Company. As a result, our shareholders may not be provided with the benefits\nof certain corporate governance requirements of Nasdaq and may not have the same protections afforded to shareholders of other companies\nthat are subject to these Nasdaq requirements.

We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

While\nwe qualified as a foreign private issuer as of June 30, 2025, the determination of foreign private issuer status is made annually on\nthe last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private\nissuer status if we were to fail to meet the requirements necessary to maintain our foreign private issuer status as of the relevant\ndetermination date. For example, if more than 50% of our securities are held by U.S. residents and more than 50% of either our directors\nor executive officers are residents or citizens of the United States, we could lose our foreign private issuer status.

The\nregulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incur\nas a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements\non U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign\nprivate issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather\nthan IFRS. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost, and we would still be required\nto prepare financial statements in accordance with IFRS as required by Irish law. In addition, we may lose our ability to rely upon exemptions\nfrom certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones\ndescribed above and exemptions from procedural requirements related to the solicitation of proxies.

There\nis a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income\ntax consequences to U.S. investors in our shares.

In\ngeneral, a non-U.S. corporation is a passive foreign investment company (“PFIC”), for any taxable year in which (i) 75% or\nmore of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets\nthat produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that\nowns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the\nother corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes\ndividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.

However,\nbecause our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from\ntime to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be\nno assurance that we will not be a PFIC for any future taxable year. In particular, if the transactions contemplated by the Share Exchange\nAgreement, dated as of February 18, 2026, among the Company and certain shareholders of Royal Uranium, were to be consummated, the Company\nwould acquire royalty interests in uranium projects. Royalty income is generally treated as passive income for PFIC purposes, and assets\nheld for the production of royalty income are generally treated as passive assets. Accordingly, the consummation of such transactions\ncould cause the Company to be a PFIC for the taxable year in which such transactions are consummated and for subsequent taxable years,\ndepending on the value of the royalty assets relative to the Company’s other assets and the composition of the Company’s\nincome following such transactions.

If\nwe were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could\napply to such U.S. investor, including (i) the treatment of all or a portion of any gain on disposition of the Class A Ordinary Shares\nas ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) the\nobligation to comply with certain reporting requirements.

We\nare subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging\ngrowth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies.\n

We\nqualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions\nfrom certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of\nthe Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting. In addition,\nSection 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided\nin Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth\ncompany can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have\nelected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable\nto those of companies that comply with such new or revised accounting standards.

We\nwill remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross\nrevenues of at least $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale\nof our common equity securities pursuant to an effective registration statement under the Securities Act; (iii) the date on which we\nhave, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are\ndeemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of the Class A Ordinary\nShares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal\nquarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed\nabove.

Because\nwe will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not\nemerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public\ncompanies. We cannot predict if investors will find the Class A Ordinary Shares less attractive if we elect to rely on these exemptions,\nor if taking advantage of these exemptions would result in less active trading or more volatility in the price of the Class A Ordinary\nShares.

Substantial\nfuture sales or issuances of the Class A Ordinary Shares or securities convertible into, or exercisable or exchangeable for, the Class\nA Ordinary Shares, or the perception in the public markets that these sales or issuances may occur, may depress our stock price. Also,\nfuture issuances of the Class A Ordinary Shares or rights to purchase Class A Ordinary Shares could result in additional dilution of\nthe percentage ownership of our shareholders and could cause our stock price to fall.

The\nconversion or exercise of our outstanding convertible or exercisable securities and resale of the underlying Class A Ordinary Shares,\nand any other future issuances of the Class A Ordinary Shares or securities convertible into, or exercisable or exchangeable for, the\nClass A Ordinary Shares, would result in a decrease in the ownership percentage of existing shareholders, i.e., dilution, which may cause\nthe market price of the Class A Ordinary Shares to decline. We cannot predict the effect, if any, of future issuances, conversions, or\nexercises of our securities, on the price of the Class A Ordinary Shares. In all events, future issuances of the Class A Ordinary Shares\nwould result in the dilution of your holdings. In addition, the perception that new issuances of our securities are likely to occur,\nor the perception that holders of securities convertible or exercisable for Class A Ordinary Shares are likely to sell their securities,\ncould adversely affect the market price of the Class A Ordinary Shares. The effect of such dilution may be magnified as to all shares\nthat are not or may eventually not be subject to restrictions on resale as enumerated below.

On\nNovember 18, 2024, the Company entered into the QIND Purchase Agreement among the Company, QIND, Ilustrato, and the other QIND Sellers.\nUnder the QIND Purchase Agreement, the QIND Sellers agreed to sell 78,312,334 shares of common stock and 20,000 shares of Series B Preferred\nStock of QIND, constituting approximately 69.36% of the capital stock of QIND, to the Company. In exchange, the Company was required\nto issue the QIND Ordinary Shares Consideration, constituting 19.99% of the issued and outstanding Class A Ordinary Shares on the date\nof the QIND Purchase Agreement, and an aggregate of 4,171,327 Series A Preferred Shares to the QIND Sellers. On November 26, 2024, the\nconditions to the QIND Closing were satisfied in all material respects. As a result, the Company issued the QIND Ordinary Shares Consideration\nand 4,171,327 Series A Preferred Shares. The Series A Preferred Shares Conversion, in which the Series A Preferred Shares will automatically\nconvert into a certain number of Class A Ordinary Shares, will occur upon the later of the Series A Conversion Shareholder Approval,\nand the clearance of an initial listing application filed by the Company with Nasdaq. If such conditions for the Series A Preferred Shares\nConversion occur, the Company will be required to issue a number of Class A Ordinary Shares that will substantially dilute the percentage\nownership of our shareholders prior to the Series A Preferred Shares Conversion.

Under\nthe Securities Subscription Agreement, dated November 21, 2023 (the “November 2023 Subscription Agreement”), by and between\nthe Company and the investor parties to such agreement (the “November 2023 Investors”), up to $18.85 million of convertible\npromissory notes remain issuable to the November 2023 Investors. The actual conversion price under such promissory notes will be the\nhigher of (a) a minimum conversion price initially based on a percentage of the last closing price of the Class A Ordinary Shares immediately\npreceding the issuance of the promissory notes, subject to adjustment, and (b) 90% of the VWAP of the Class A Ordinary Shares on a single\ntrading day selected by the holder out of the five trading days immediately prior to the conversion date, subject to adjustment. The\nactual number of shares issuable upon exercise of the warrants to be issued with the promissory notes will be equal to the quotient of\n(a) 30% of the principal amount of the related promissory note issued to the holder at closing divided by (b) 130% of the VWAP of the\nClass A Ordinary Shares for the five trading days immediately preceding the applicable closing date, and such warrants will have an exercise\nprice equal to 130% of the VWAP of the Class A Ordinary Shares for the five trading days immediately preceding the applicable closing\ndate. Subject to these provisions, and assuming a minimum conversion price of $0.10 per share, the promissory notes that may be issuable\nunder the November 2023 Subscription Agreement would be convertible by the holders into an aggregate of up to 188,500,000 Class A Ordinary\nShares. Additionally, assuming all $18.85 million of such promissory notes are issued pursuant to the November 2023 Subscription Agreement,\nwe would also be required to issue to the investor warrants to purchase an aggregate of up to 37,700,000 Class A Ordinary Shares (assuming\nan exercise price of $0.15 per share) pursuant to the terms of the November 2023 Subscription Agreement. Such issuances could cause severe\ndilution of outstanding Class A Ordinary Shares.

We\nalso expect that significant additional capital may be needed in the future to continue our planned operations, including expanding research\nand development, hiring new personnel, marketing our products, and continuing activities as an operating public company. To the extent\nwe raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell Class A Ordinary\nShares, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time\nto time. If we sell Class A Ordinary Shares, convertible securities, or other equity securities in more than one transaction, investors\nmay be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new\ninvestors could gain rights superior to our existing shareholders.

Future\nissuances of debt securities, which would rank senior to the Class A Ordinary Shares upon our bankruptcy or liquidation, and future issuances\nof preferred shares, which could rank senior to the Class A Ordinary Shares for the purposes of dividends and liquidating distributions,\nmay adversely affect the level of return you may be able to achieve from an investment in the Class A Ordinary Shares.

In\nthe future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of\nour debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior\nto any distributions being made to holders of the Class A Ordinary Shares. Moreover, if we issue preferred shares, the holders of such\npreferred shares could be entitled to preferences over holders of Class A Ordinary Shares in respect of the payment of dividends and\nthe payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money\nfrom lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount,\ntiming or nature of any such future offerings or borrowings. Holders of the Class A Ordinary Shares must bear the risk that any future\nofferings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment\nin the Class A Ordinary Shares.

If\nsecurities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business\nor our market, if they adversely change their recommendations regarding the Class A Ordinary Shares, or if our operating results do not\nmeet their expectations or any financial guidance we may provide, the trading price or trading volume of the Class A Ordinary Shares\ncould decline.

The\ntrading market for the Class A Ordinary Shares depends, in part, on the research and reports that securities or industry analysts publish\nabout us or our business. We do not have any control over independent analysts. If we obtain independent securities or industry analyst\ncoverage and if one or more of the analysts who covers us downgrades the Class A Ordinary Shares, changes their opinion of the Class\nA Ordinary Shares, or publishes inaccurate or unfavorable research about our business, the price of the Class A Ordinary Shares would\nlikely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for the Class\nA Ordinary Shares could decrease and we could lose visibility in the financial markets, which could cause the Class A Ordinary Shares’\nprice and trading volume to decline. In addition, we may be expected to provide various measures of financial guidance, possibly including\nguidance related to non-GAAP financial measures, and, if we do not meet any financial guidance that we may provide to the public, if\nwe do not meet expectations of securities analysts or investors, or if our guidance is misunderstood by securities analysts or investors,\nthe trading price of the Class A Ordinary Shares could decline significantly. Our operating results may fluctuate significantly from\nperiod to period as a result of changes in a variety of factors affecting us or our industry, many of which are difficult to predict.\nAs a result, we may experience challenges in forecasting our operating results for future periods.

An\nactive trading market of the Class A Ordinary Shares may not be sustained, and investors may not be able to resell their Class A Ordinary\nShares at or above the price for which they purchased such securities.

An\nactive trading market for the Class A Ordinary Shares may not be sustained. In the absence of an active trading market for the Class\nA Ordinary Shares, investors may not be able to sell their Class A Ordinary Shares at or above the price they paid at the time that they\nwould like to sell. In addition, an inactive market may impair our ability to raise capital by selling shares or equity securities and\nmay impair our ability to acquire business partners by using the Class A Ordinary Shares as consideration, which, in turn, could harm\nour business.

ITEM\n4. INFORMATION ON THE COMPANY

4.A.\nHistory and Development of the Company

Corporate\nHistory of Fusion Fuel Green PLC

Fusion\nFuel Green PLC was incorporated in Ireland on April 3, 2020 as a private limited company under the name “Dolya Holdco 3 Limited”.\nOn July 14, 2020, the Company changed its name to Fusion Fuel Green Limited. On October 2, 2020, the Company converted into a public\nlimited company incorporated in Ireland under the name “Fusion Fuel Green PLC”. On December 10, 2020, the Company completed\na business combination pursuant to that certain Amended and Restated Business Combination Agreement, dated as of August 25, 2020 (the\n“Business Combination Agreement”), among the Company, HL Acquisitions Corp., a British Virgin Islands business company (“HL”),\nFusion Welcome - Fuel, S.A., a public limited company domiciled in Portugal, now known as Fusion Fuel Portugal, S.A. (“Fusion Fuel\nPortugal”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of the Company\n(“Merger Sub”), and the shareholders of Fusion Fuel Portugal (“Fusion Fuel Shareholders”). Pursuant to the Business\nCombination Agreement, (i) Merger Sub merged with and into HL (the “Merger”), with HL being the surviving entity of the Merger\nand becoming a wholly-owned subsidiary of the Company, and (ii) the Company acquired all of the issued and outstanding shares of Fusion\nFuel Portugal. As a result of this business combination transaction, Fusion Fuel Portugal and HL became wholly-owned subsidiaries of\nthe Company and the former security holders of Fusion Fuel Portugal and HL became security holders of the Company.

From\nthe date of the consummation of the Business Combination Agreement to November 11, 2024, the Company offered green hydrogen products\nand services, primarily through Fusion Fuel Portugal and its subsidiaries.

During\n2024, the former production and sale of the Company’s miniaturized Proton Exchange Membrane (“PEM”) green hydrogen\nelectrolyzer product line and research and development activities, which were conducted through Fusion Fuel Portugal and its subsidiaries,\nwere discontinued due to lack of capital following the lack of consummation of the transactions contemplated by the Hydrogenial Agreement\n(as defined under Item 8.A. “Financial Information – Consolidated Statements and Other Financial Information Legal Proceedings\n– Claim Against Hydrogenial”). On November 11, 2024, Fusion Fuel Portugal filed for insolvency in the civil court of\nSintra, Portugal, and is currently undergoing insolvency proceedings. The sale of all physical assets of Fusion Fuel Portugal (including\nall properties, equipment, and inventory directly or indirectly held) was completed as of December 2025. It is expected that the remaining\nassets held by Fusion Fuel Portugal and its subsidiaries (collectively, the “Legacy Hydrogen Entities”), will likewise be\nfully disposed of through a liquidation process. As a result, the Company’s former green hydrogen and electrolyzer manufacturing\nbusinesses have been effectively terminated.

Since\nDecember 1, 2024, the Company’s operations have primarily consisted of the operations of QIND and its 51%-owned subsidiary, Al\nShola Gas. See “—Acquisition of Quality Industrial Corp. – November 2024 Stock Purchase Agreement”.

On\nDecember 19, 2024, the Company’s shares representing 50% of the share capital of P2X Spain Sociedad Limitada, a Spanish company\n(formerly Fusion Fuel Spain, S.L.) (“P2X Spain”), were transferred to a third party, subject to an agreement, dated February\n7, 2025, among the Company, P2X Spain, Eree Desarrollos Empresariales S.L., and Greatrex Family Enterprises, LDA (the “P2X Agreement”).\nThe Company therefore sold all equity held in P2X Spain under the P2X Agreement. The P2X Agreement provides that subject to the non-fulfillment\nof certain conditions on or before August 7, 2025, the parties will acknowledge that such transfer is fully effective and that the third-party\ntransferee has become the sole owner with full legal title to the shares of P2X Spain Sociedad Limitada. On July 23, 2025, the Company\nannounced it had received the first required payment under the P2X Agreement of €370,100. The Company is entitled to a second payment\nof €145,000 if certain conditions are met.

On\nFebruary 17, 2025, Bright Hydrogen Solutions was incorporated in Ireland as a private company limited by shares wholly-owned by the Company.\nBright Hydrogen Solutions was formed to launch our comprehensive hydrogen engineering and advisory service. The former hydrogen business\noperations and assets of Fusion Fuel Portugal and its subsidiaries will not be part of Bright Hydrogen Solutions’ services due\nto Fusion Fuel Portugal’s pending insolvency proceedings.

On\nOctober 16, 2025, the Company acquired a 51.0% interest in Biosteam Energy under a Subscription and Shareholders Agreement, dated as\nof October 16, 2025, among the Company, Alien Fuel Proprietary Limited, and Biosteam Energy (the “Biosteam Shareholders Agreement”).\nBiosteam Energy was incorporated in South Africa on October 15, 2025.

Acquisition\nof 51% Interest in Biosteam Energy (Proprietary Limited) – Subscription and Shareholders Agreement

On\nOctober 16, 2025, the Company, Alien Fuel (Pty) Ltd (“Alien Fuel”), and Biosteam Energy entered into the Biosteam Shareholders\nAgreement to establish a joint venture to implement an initial fuel-switching project at Fairfield Dairy in South Africa (“Project\n1”). Under the Biosteam Shareholders Agreement, Fusion Fuel acquired 51% and Alien Fuel acquired 49% of Biosteam Energy’s\nissued ordinary shares.

Biosteam\nEnergy’s board initially comprises two directors: one designated by Fusion Fuel (serving as chair with a casting vote) and one\ndesignated by Alien Fuel; board quorum requires the presence of both appointees. Shareholder quorum requires at least 60% of the voting\nrights present, provided Fusion Fuel is represented. A list of reserved matters requires approval of the board including the Fusion Fuel-appointed\ndirector, including, among other things, changes to business scope, execution and amendment of material commercial agreements, budgets,\nappointment of auditors, changes to capital structure, declaration of dividends, institution of material litigation, granting of encumbrances,\nequity funding decisions, adoption or amendment of the memorandum of incorporation, winding up, and the admission of third-party shareholders.

The\nBiosteam Shareholders Agreement provides for funding of Project 1 through a shareholder loan of ZAR 10,000,000 from Fusion Fuel, advanced\nin tranches. All free cash flow is distributed pursuant to a contractual waterfall: first to operating expenses and working capital;\nthen to capped monthly drawings of ZAR 120,000 to Alien Fuel while any shareholder loans remain outstanding; then to accrued interest;\nthen to principal repayment of shareholder loans; and thereafter to distributions to shareholders pro rata. Beginning six months after\nthe first payment under the loan, unpaid shareholder loans accrue simple interest at 10% per annum, and excess cash above ZAR 250,000\nat quarter-end is swept to early repayment unless otherwise approved by the Fusion Fuel-appointed director. No dividends may be paid\nuntil all shareholder loans (principal and interest) have been repaid in full. Additional funding may be raised by third-party debt or,\nsubject to approval, by shareholder loans (pari passu for pro rata funding or on a priority, higher-interest basis if a shareholder elects\nnot to fund its proportionate share), or by equity financing resulting in dilution at fair market value.

The\nBiosteam Shareholders Agreement includes transfer restrictions, including a 12-month lock-in from the effective date and a requirement\nthat any transfer of shares be accompanied by a transfer of the corresponding shareholder loan. Pre-emptive rights apply to transfers,\nwith detailed offer procedures and requirements for board approval and compliance with the memorandum of incorporation and the Biosteam\nShareholders Agreement for any third-party transfers. The Biosteam Shareholders Agreement provides Fusion Fuel with a right of first\nrefusal on defined future projects, subject to specified notice, response, and re-offer periods. The Biosteam Shareholders Agreement\nalso includes deemed offer mechanics applicable upon certain trigger events (including fraud, willful misconduct, insolvency, uncured\nmaterial breach, and lock-in breaches), with purchase price adjustments reflecting “bad leaver” discounts to fair market\nvalue and “good leaver” pricing at fair market value. Customary drag-along and tag-along rights apply if a shareholder holding\nat least 75% of the shares seeks to sell; remaining shareholders may be required to sell or may elect to participate on the same terms,\npro rata.

The\nBiosteam Shareholders Agreement contains confidentiality, trade secret, and intellectual property provisions, including a limited, non-exclusive,\nnon-transferable, non-sublicensable license by Alien Energy of IP and know-how to Biosteam Energy for Project 1, and assignment to the\nCompany of business-related IP developed by personnel unless otherwise agreed. The Biosteam Shareholders Agreement imposes reporting,\nkey performance indicators, audit, related-party payment controls, and cash-flow oversight requirements tailored to Project 1, including\nholdbacks and escrow for certain performance-linked payments and carbon credit revenue treatment, with verified carbon credit revenues\naccruing to Biosteam Energy and Fusion Fuel entitled to 51% of such verified revenues. The Biosteam Shareholders Agreement is governed\nby the laws of South Africa and provides for confidential, binding arbitration under the UNCITRAL rules in Durban, South Africa, if disputes\nare not resolved informally.

Acquisition\nof Majority of Shares of Quality Industrial Corp. – November 2024 Stock Purchase Agreement

On\nNovember 18, 2024, pursuant to the QIND Purchase Agreement, the QIND Sellers agreed to sell the QIND Sellers’ Shares, consisting\nof 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock of QIND, constituting approximately 69.36% of the\ncapital stock of QIND, to the Company (the “QIND Sellers’ Shares”). In exchange, the Company was required to issue\nthe QIND Ordinary Shares Consideration, constituting 19.99% of the issued and outstanding Class A Ordinary Shares on the date of the\nQIND Purchase Agreement, and an aggregate of 4,171,327 Series A Preferred Shares (the “Preferred Shares Consideration” and\ntogether with the QIND Ordinary Shares Consideration, the “Company Shares Consideration”)), to the QIND Sellers. The Purchase\nAgreement provided that, subject to the satisfaction or waiver of the conditions set forth in the QIND Purchase Agreement, the Company\nwas required to consummate the transactions (the “QIND Transactions”) contemplated by the QIND Purchase Agreement at the\ndate (the “QIND Closing Date”) of the closing of the QIND Transactions (the “QIND Closing”).

The\nconditions to the QIND Closing included, among other things, the written resignation of Frederico Figueira de Chaves as Chief Executive\nOfficer of the Company effective as of the QIND Closing Date, and the appointment of John-Paul Backwell, the Chief Executive Officer\nof QIND, as the Chief Executive Officer of the Company effective as of the QIND Closing Date. In addition, the Company, QIND, and each\ndirector and officer of the Company that held equity securities in the Company (collectively, the “Company Equityholders”)\nand each of the QIND Sellers were required to enter into a lock-up agreement which provided that the Company Equityholders and the QIND\nSellers were each prohibited from transferring, entering into short sales, granting proxies or powers of attorney, or offering or agreeing\nto do any of the foregoing during the 180-day period beginning on the QIND Closing Date, subject to certain exceptions.

On\nNovember 26, 2024, the conditions to the QIND Closing were satisfied in all material respects, and therefore is considered to be the\nQIND Closing Date. On that date, the Company instructed its transfer agent to issue the Company Shares Consideration to the QIND Sellers.\nThe QIND Ordinary Shares Consideration was subsequently issued to Ilustrato, and the Series A Preferred Shares were subsequently issued\npro-rata to the QIND Sellers, with Ilustrato’s allocation of the Series A Preferred Shares reduced by the QIND Ordinary Shares\nConsideration. On November 26, 2024, the QIND Sellers delivered to QIND’s transfer agent all of the necessary documentation to\neffect the transfer of the QIND Sellers’ Shares to the Company, which were subsequently transferred to the Company. As of December\n1, 2024, the Company had gained effective control over QIND’s operations.

The\nSeries A Preferred Shares were issued pursuant to a Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible\nPreferred Shares, which was filed with the Companies Registration Office of Ireland on December 13, 2024 (the “Series A Certificate\nof Designation”). Pursuant to the Series A Certificate of Designation, the Series A Preferred Shares rank on parity with the Class\nA Ordinary Shares as to distributions of assets upon liquidation. The Series A Preferred Shares will have no voting rights except as\nrequired by the Irish Companies Act and with respect to amendments to the Series A Certificate of Designation or the constitution of\nthe Company that adversely affect the terms of the Series A Preferred Shares. On the later of the date of the Series A Conversion Shareholder\nApproval or the clearance of the initial listing application filed by the Company with Nasdaq, the Series A Preferred Shares Conversion\nwill occur, in which each of the Series A Preferred Shares will automatically convert into a certain number of Class A Ordinary Shares.\nIf the Series A Conversion Shareholder Approval is not obtained at the Shareholders Meeting (as defined below) by the Extended Meeting\nDeadline (as defined below), the Company will, subject to applicable law, be required to repurchase all of the outstanding Series A Preferred\nShares held by each of the QIND Sellers.

Pursuant\nto the QIND Purchase Agreement, following the QIND Closing Date, the Company, QIND, and the QIND Sellers will enter into an agreement\nand plan of merger (the “QIND Merger Agreement”). The QIND Purchase Agreement states that the parties intend that after the\nQIND Closing, subject to the terms of the QIND Merger Agreement and the receipt of any necessary shareholder, regulatory, and Nasdaq\nconsents or approvals, QIND will merge into a newly-formed, wholly-owned Nevada subsidiary of the Company (the “QIND Merger”).\nUpon completion of the QIND Merger, QIND will become the surviving entity and a wholly owned subsidiary of the Company.

In\naddition, in connection with the QIND Purchase Agreement, the Board of Directors of the Company approved resolutions that: (i) approved\nthe QIND Purchase Agreement, the Series A Certificate of Designation, the QIND Transactions, and the QIND Merger; (ii) approved the payment\nof the Company Shares Consideration, (iii) directed that the issuance of the Class A Ordinary Shares underlying the Series A Preferred\nShares pursuant to the Series A Preferred Shares Conversion, the amendment and restatement of the constitution of the Company, including\nthe change of the name of the Company to such name as shall be designated by the QIND Sellers (the “Amended Company Charter”),\nand the election of the New Directors (as defined below) be submitted for consideration at the Shareholders Meeting, and (iv) recommended\nto the shareholders of the Company that they approve the Series A Preferred Shares Conversion, the Amended Company Charter, and the election\nof the New Directors (the “Board Recommendation”).

Stock\nPurchase Agreement – Covenants

The\nQIND Purchase Agreement provides that the following covenants will apply:

●

Within\n ten days of the date of the QIND Purchase Agreement, the Company will cause its officers\n and directors who hold shares or convertible securities of the Company (the “Company\n Insiders”) to execute a voting agreement.

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After\n the date of the QIND Purchase Agreement, the Company will use commercially reasonable efforts\n to raise at least $5,000,000 in one or more financing transactions (the “Company Financing”).\n QIND and the QIND Sellers are required to support and assist the Company in connection with\n the Company Financing. 50% of the proceeds from the Company Financing will be set aside and\n made available expressly for QIND to use for its working capital and corporate needs and\n the remaining 50% of such funds will be set aside and made available expressly for the businesses\n of the Company existing immediately prior to the QIND Closing to use for its working capital\n and corporate needs. To split the net proceeds of the Company Financing as described above,\n the Company will make loans of one-half of the net proceeds (or such lesser amount as agreed\n to by the parties to the QIND Purchase Agreement) to QIND. Such loans will be (i) forgiven\n upon the Series A Preferred Shares Conversion or (ii) repaid if the QIND Transactions are\n unwound in accordance with the QIND Purchase Agreement. The Company and QIND are required\n to cooperate to structure such allocation of proceeds and the use of such proceeds on a mutually\n agreeable basis. The Company will utilize its portion of the net proceeds of the Company\n Financing to pay off any indebtedness for borrowed money, accounts payable and other liabilities.

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Any\n proceeds received by the Company in connection with the Subscription Agreement, dated as\n of August 28, 2024, between the Company and the investor signatory thereto (the “August\n 2024 Subscription Agreement”), must be used to repay certain funds that were received\n by certain subsidiaries of the Company or entities organized under Portuguese law by the\n Company, up to the lesser of (a) the amount of such funds that must be repaid pursuant to\n the terms and conditions for the receipt of such funds, or (b) €10 million. In the event\n that (i) any shares or securities of the Company are issued in connection with the August\n 2024 Subscription Agreement prior to the effectiveness of the QIND Merger, (ii) the proceeds\n are used to repay certain funds that were received by certain subsidiaries of the Company\n or entities organized under Portuguese law by the Company, and (iii) the satisfaction of\n the terms and conditions for the consummation of the QIND Merger pursuant to the QIND Purchase\n Agreement and the QIND Merger Agreement, then, within three business days of the QIND Merger,\n the Company will issue a number of Class A Ordinary Shares to the QIND Sellers that will\n cause their percentage ownership of the Company to be the percentage that the QIND Sellers\n would have owned but for the occurrence of any such issuances in connection with the August\n 2024 Subscription Agreement as to which the proceeds were used to repay the funds.

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From\n the date of the QIND Purchase Agreement through the period ending on the earlier of (i) the\n Series A Preferred Shares Conversion, (ii) the repurchase of the Company Shares Consideration\n from the QIND Sellers in exchange for the QIND Sellers’ Shares, and (iii) the termination\n of the QIND Purchase Agreement (the “Restricted Period”), the Company will not\n sell, transfer, or otherwise encumber the QIND Sellers’ Shares acquired under the QIND\n Purchase Agreement without the prior written consent from the QIND Sellers. In addition,\n during the Restricted Period, the Company will not, without the written consent of QIND,\n which may not be unreasonably withheld, and QIND will not, without the written consent of\n the Company, which may not be unreasonably withheld, among other things: (i) Declare any\n dividends; (ii) adjust, split, combine, reclassify, redeem, purchase, acquire, issue (other\n than pursuant to the exercise or conversion of convertible securities outstanding on the\n date of the QIND Purchase Agreement), or enter into any contract with respect to the sale,\n voting, registration, or repurchase of capital stock; (iii) incur more than a certain amount\n and/or type of indebtedness; (iv) sell any assets; (v) acquire material assets, properties,\n or business organizations; (vi) enter into certain types of contracts; (vii) make certain\n loans; (viii) commence, settle, or take certain other actions with respect to legal actions\n pending before any governmental or regulatory body; (ix) enter into transactions with any\n affiliate or shareholder that would reasonably be expected to materially delay or prevent\n the consummation of the QIND Transactions or the QIND Merger or that would be required to\n be described under Item 404 of Regulation S-K of the SEC in the Company or QIND’s SEC\n filings; or (x) increase or extend the compensation of any employees, directors, or officers\n or take certain other actions with respect to employees of the Company or QIND.

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As\n soon as practicable after the date of the QIND Purchase Agreement, and in any case no less\n than six weeks prior to the Shareholders Meeting, the Company will file an initial listing\n application with Nasdaq. The Company, the QIND Sellers and QIND are required to use their\n commercially reasonable efforts to respond to any questions or comments of the staff of Nasdaq.

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The\n Company will deliver the certificates representing the QIND Sellers’ Shares to a third-party\n agent on terms and conditions to be mutually agreed upon by the parties to the QIND Purchase\n Agreement to hold in escrow until the expiration of the Restricted Period such that (i) if\n the Series A Conversion Shareholder Approval is not obtained, then such certificates will\n be delivered to the QIND Sellers, and (ii) upon occurrence of the Series A Conversion Shareholder\n Approval, such certificates will be delivered to the Company.

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The\n Company will be required to take all steps necessary to cause the Class A Ordinary Shares\n issued to the QIND Sellers in connection with the QIND Transactions to be approved for listing\n (subject to notice of issuance) on Nasdaq at or after the QIND Closing pursuant to Nasdaq\n rules and regulations.

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The\n Company, QIND, and the QIND Sellers will enter into the QIND Merger Agreement.

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As\n promptly as practicable following the QIND Closing Date and the execution and delivery of\n the QIND Merger Agreement, and after reasonable consultation with QIND, the Company will\n duly call, convene and hold a special meeting of the holders of the Class A Ordinary Shares\n (the “Shareholders Meeting”), to be held on a date (the “Initial Meeting\n Deadline”) no later than 45 days after the effective date (the “Registration\n Statement Effective Date”) of a registration statement on Form F-4 or such other applicable\n form (the “Registration Statement”) to be filed with the SEC, unless otherwise\n required by applicable laws, in accordance with Irish law, including the Irish Companies\n Act, and the Company’s organizational documents. As promptly as practicable after the\n mailing of a proxy statement/prospectus relating to the matters to be submitted to the shareholders\n of the Company at the Shareholders Meeting (the “Proxy Statement”), the Company\n will solicit proxies from the holders of Class A Ordinary Shares to vote in accordance with\n the recommendation of the Board of Directors with respect to (i) the Series A Preferred Shares\n Conversion in compliance with all applicable laws and regulations, including, but not limited\n to, Irish law, including the Irish Companies Act, and the rules and regulations of Nasdaq,\n (ii) the Amended Company Charter, (iii) the election of the New Directors, (iv) if the parties\n to the QIND Purchase Agreement determine that approval of the QIND Merger by the Company’s\n shareholders is required, the QIND Merger, (v) approval to opt out of Rule 9 of the Irish\n Takeover Rules, (vi) the adjournment of such meeting in accordance with the terms and conditions\n of the QIND Purchase Agreement, and (vii) any other proposal or proposals that the Company\n reasonably deems necessary or desirable to consummate the QIND Transactions and the QIND\n Merger. The Company will be required to use its best efforts to obtain the Series A Conversion\n Shareholder Approval by the Initial Meeting Deadline, including, without limitation, by causing\n (x) the Company’s Board of Directors not to withdraw the Board Recommendation, (y)\n the Company Insiders to be present at the Shareholders Meeting for quorum purposes, and (z)\n the Company Insiders to vote their respective Class A Ordinary Shares in accordance with\n the Board Recommendation. The QIND Purchase Agreement provides that the Company may postpone\n or adjourn the Shareholders Meeting: (A) with the consent of QIND; (B) for the absence of\n a quorum (other than due to the failure of Company Insiders); or (C) to allow reasonable\n additional time (not to exceed 20 days) for the filing and distribution of any supplemental\n or amended disclosure with respect to the QIND Transactions or the QIND Merger that the board\n has determined in good faith (after consultation with its outside legal counsel) is necessary\n under applicable laws and for such supplemental or amended disclosure to be disseminated\n to and reviewed by the Company’s shareholders prior to the Shareholders Meeting. Prior\n to the mailing of the Registration Statement, the Company will be entitled to engage a proxy\n solicitor that is reasonably satisfactory to QIND and the QIND Sellers, and the Company will\n keep QIND and the QIND Sellers reasonably informed regarding its solicitation efforts and\n proxy tallies following the mailing of the Proxy Statement. In connection with the above,\n the board will be required to take all necessary action to ensure that the restrictions on\n business combinations that are provided for in the Irish Companies Act, and any other similar\n law applicable to the Company, will not apply to the QIND Purchase Agreement, the QIND Transactions,\n and the QIND Merger, including by approving the QIND Purchase Agreement and certain related\n agreements, documents and certificates to which the Company is or will be a party.

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If,\n despite the Company’s reasonable best efforts, the Series A Conversion Shareholder\n Approval is not obtained by the Initial Meeting Deadline, the Company will be required, during\n the period beginning on the Initial Meeting Deadline and continuing for 180 days thereafter\n (the “Extended Meeting Deadline”), cause one or more additional shareholder meetings\n to be held so as to obtain the Series A Conversion Shareholder Approval.

\n\n\n \n\n

	●	Each\n of the Company and QIND must take all necessary actions so that, immediately upon adjournment\n of the Shareholders Meeting or additional shareholders meeting held prior to the Extended\n Meeting Deadline at which the Series A Conversion Shareholder Approval is obtained, the board\n will be comprised of: (w) one individual as designated by the Company and who shall be designated\n in writing pursuant to the QIND Merger Agreement; (x) one individual as designated by QIND\n and who shall be designated in writing pursuant to the QIND Merger Agreement; (y) two individuals\n that qualify as “independent” under the Nasdaq rules as designated by QIND and\n who shall be designated in writing under the QIND Merger Agreement; and (z) one individual\n that qualifies as “independent” under the Nasdaq rules as designated jointly\n by the Company and QIND and who is designated in writing under the QIND Merger Agreement,\n provided that a majority of these designees must qualify as an “independent director”\n under Nasdaq rules and regulations (collectively, the “New Directors”).

	●	Within three business days of obtaining the Series A Conversion Shareholder Approval, the Company will file the Amended Company Charter\nwith the Companies Registration Office of Ireland or as otherwise required to be effective under Irish law.

Stock\nPurchase Agreement – Unwinding and Termination Provisions

The\nQIND Purchase Agreement contains the following unwinding and termination provisions:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	The Company will be required\n to repurchase the Company Shares Consideration from the QIND Sellers, in whole, and return the QIND Sellers’ Shares to the QIND\n Sellers, (i) within 15 calendar days after the Extended Meeting Deadline if despite the Company’s reasonable best efforts, the\n Series A Conversion Shareholder Approval is not obtained by the Extended Meeting Deadline; or (ii) if the Company fails to allocate\n cash raised from the Company Financing in compliance with the QIND Purchase Agreement, and the Company continues to fail to do so within\n five calendar days after written notice from QIND, then within 10 calendar days after the date of QIND’s notice to complete such\n repurchase. The QIND Purchase Agreement will automatically terminate upon such repurchase.

	●	The QIND Purchase Agreement\n may be terminated by any party before the end of the Restricted Period, by written notice, if (a) the QIND Closing does not occur by\n the date that is 30 days from the date of the QIND Purchase Agreement, provided that the party seeking termination is not in material\n breach of the QIND Purchase Agreement, or (b) a law or order by any governmental or regulatory body (including Nasdaq) permanently\n prohibits the consummation of the QIND Transactions.

If\nthe QIND Purchase Agreement is validly terminated, it will become void without further obligations or liabilities, except if termination\nresults from fraud or willful and material failure to perform or breach, then the responsible party will be liable for damages as a result\nof such breach. Certain provisions, including confidentiality, fees and expenses, and miscellaneous terms, will continue to apply after\ntermination.

The\nQIND Purchase Agreement also contains customary representations, warranties, and covenants, including customary restrictive covenants.\nThe QIND Purchase Agreement provides for mutual indemnification provisions. Indemnification obligations with respect to claims relating\nto breaches of required representations under the QIND Purchase Agreement or certain related agreements, documents, or certificates are\nlimited to claims of maximum damages of $4,000,000 and claims exceeding $400,000, except that no such limits apply with respect to claims\nof breach of certain representations considered to be fundamental under the QIND Purchase Agreement or with respect to claims of acts\nof fraud or willful misconduct. Indemnification obligations under the QIND Purchase Agreement will survive until the earlier of the Series\nA Preferred Shares Conversion or 24 months following the QIND Closing Date, except that indemnification for claims of breach of certain\nrepresentations considered to be fundamental under the QIND Purchase Agreement or with respect to claims of acts of fraud, willful misconduct\nor intentional misrepresentation will survive until the expiration of the applicable statute of limitations. The QIND Sellers’\nindemnification obligations will be shared on a pro-rata basis.

Corporate\nHistory of Quality Industrial Corp.

Background

QIND\nwas incorporated in the state of Nevada on May 4, 1998. In October 2011, QIND’s name was changed to Bluestar Technologies, Inc.\nIn March 2018, QIND’s name was changed to Wikisoft Corp. On May 28, 2022, Ilustrato acquired 77.4% of the outstanding shares of\nQIND. In connection with Ilustrato’s acquisition of QIND, QIND’s name was changed from Wikisoft Corp. to Quality Industrial\nCorp. by way of a short-form merger with QIND’s wholly-owned subsidiary, Quality Industrial Corp. Since August 4, 2022, OTC Markets\nGroup Inc. has provided quotation services for QIND’s common stock under the ticker symbol “QIND”.

Acquisition\nof Majority of Equity Interests in Al Shola Al Modea Gas Distribution L.L.C. by Quality Industrial Corp.

On\nMarch 27, 2024, QIND entered into a Share Purchase Agreement, dated as of March 27, 2024, between QIND and Al Shola Gas (the “ASG\nPurchase Agreement”), to acquire a 51% interest in Al Shola Gas. The closing of the transaction occurred with the execution of\nthe ASG Purchase Agreement. On April 8, 2025, QIND entered into an Amendment Agreement in respect of the Share Purchase Agreement, dated\nas of April 8, 2025, among QIND, Al Shola Gas, Safir Ahammed (“Ahammed”), and Mohamed Hilal Saeed Muroushad Almheiri (“Almheiri”).\nAs amended, the ASG Purchase Agreement provided that Sanjeeb Safir (“Safir”), Ahammed, and Almheiri (together with Safir\nand Ahammed, the “ASG Sellers”) will transfer 153 of the 300 outstanding shares of Al Shola Gas to QIND at the closing of\nthe transaction pursuant to the ASG Purchase Agreement for a purchase price of $10,000,000, to be paid by QIND to the ASG Sellers, as\nfollows: (1) $9 million will be paid in the form of national exchange-listed stock or cash, in eight quarterly tranches over a period\nof 24 months, beginning from the first quarter following QIND’s uplist to a national exchange, as follows: (a) $3,600,000 of the\ncash or stock will be paid to Safir; (b) $3,600,000 of the cash or stock will be paid to Ahammed; and (c) $1,800,000 of the cash or stock\nwill be paid to Almheiri, with the value of any stock issued protected by make whole agreement(s), and with each tranche subject to a\n12-month leak-out agreement; and (2) $1 million cash will be paid within 12 months of the closing and at the soonest possible time, as\nfollows: (a) $400,000 will be paid to Safir; (b) $400,000 will be paid to Ahammed; and (c) $400,000 will be paid to Almheiri. As amended,\nthe ASG Purchase Agreement provides that the Sellers confirm receipt of $200,000 from QIND during the first quarter of 2025, and that\namount will be deducted from the purchase price.

Pursuant\nto the terms of the ASG Purchase Agreement, QIND will elect two non-paid directors of Al Shola Gas, including Chairman of the Board,\nand one non-paid director of Al Shola Gas will be elected by the other Al Shola Gas shareholders. QIND obtained immediate control of\nAl Shola Gas upon execution of the ASG Purchase Agreement. Full operational control of Al Shola Gas will be retained by existing management\nunless the Board of Directors designated under the ASG Purchase Agreement determines otherwise due to a breach of the ASG Purchase Agreement,\nongoing poor performance, or if structural changes are recommended in line with the laws governed by the ASG Purchase Agreement which\nwill be decided and approved by the Board of Directors designated under the ASG Purchase Agreement. Al Shola Gas will make payment along\nwith interest, if any, to the Company from revenue proceeds before disbursement of dividends in four yearly equal installments, starting\nin 2025. The Company will have the right but not the obligation to purchase the remaining 49% of Al Shola Gas’s shares for a two-year\nperiod from the closing date at an amount prorated to the purchase price. The board of directors of Al Shola Gas will determine a mutually\nagreed management fee to be paid to the Company for services.

Corporate\nInformation

Our\ncorporate address and registered office is located at 9 Pembroke Street Upper, Dublin D02 KR83 Ireland. The phone number of our corporate\noffice and registered office is +353 1 961 9350.

Our\nagent for service of process in the United States is Luisa Ingargiola, whose business address is: c/o Avalon GloboCare Corp., 4400 Route\n9 South, Suite 3100, Freehold, NJ 07728.

Our\nwebsites can be found at https://www.fusion-fuel.eu, www.qualityindustrialcorp.com, www.brighthy.com and https://alsholagas.ae. The information\ncontained on our websites is not a part of this Annual Report, nor is such content incorporated by reference herein, and should not be\nrelied upon in determining whether to make an investment in the Class A Ordinary Shares.

The\nSEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding\nissuers that file electronically with the SEC.

4.B.\nBusiness Overview

Overview\nof the Former Green Hydrogen Business

From\nits inception until 2024, the Company was the provider of a miniaturized PEM electrolyzer, which the Company referred to as the “HEVO,”\nwhich could be attached to the back of concentrated photovoltaic (“CPV”) solar modules, creating a single solar to green\nhydrogen system. This combination of CPV solar modules and HEVOs was the Company´s first product and was called the HEVO-Solar.\nIn 2023, the Company began commercializing a solution which the Company referred to as the HEVO-Chain solution. This product was built\naround the concept of the HEVOs working in sequence, making it easily scalable, and allowing it to operate with any type of electrical\nenergy input. The Company shifted its offering to focus solely on the HEVO-Chain solution for any new proposals to clients given it was\nsignificantly easier to install and license, its lower space requirements and the fact that it could be used with any power input. The\nCompany began to generate revenues from its electrolyzer system sales in 2023.

From\n2022 until 2024, the Company operated a solar-to-green hydrogen demonstration and research and development plant in Evora, Portugal.\nIn Benavente, Portugal, the Company operated an industrial electrolyzer production factory, which the Company sold subject to a lease-back\ncontract in a €9.3 million transaction that generated net proceeds of approximately €7.5 million. As of the end of 2023, the\nCompany had been contracted to provide its electrolyzer technology for five green hydrogen projects ranging from 300 kW to 1.25 MW of\nelectrolyzer capacity, and engineering and procurement services ranging from providing engineering designs and specifications, providing\nthe balance of plant equipment, and turnkey project delivery, subject to obtaining government support or grants through a tender process.\nOn February 16, 2024, the Company announced that it had received notification from the European Commission that the Company’s HEVO-Portugal\nproject was among 33 entities selected for approval under the Important Projects of Common European Interest Hy2Infra program.

The\nCompany’s in-house production facility in Benavente, Portugal began the first production of the Company’s 4th generation\nHEVOs and its HEVO-Chain cube solution. This solution encased the HEVO in dedicated cube structures or in containers depending on project\nrequirements.

During\n2023, the Company took steps to deliver hydrogen production plants using its HEVO technology and related services and equipment for three\ndifferent projects. The Company delivered the first full plant to a client, the Exolum Torrejon plant in Madrid, Spain. The Company also\nstarted the delivery of services, materials and equipment for Consejo Superior de Investigaciones Científicas (“CSIC”),\nthe largest public institution dedicated to research in Spain, and for a building materials company operating in Spain. The Exolum Torrejon\nproject used the Company’s HEVO-Solar solution. The CSIC project was designed to use a mix of HEVO-Solar and HEVO-Chain equipment.\nThe Company’s third commercial project was a pure HEVO-Chain project. For all three projects, the Company undertook a substantial\namount of the engineering work required for project completion and providing the balance of plant equipment.

Prior\nto 2024, the Company developed a series of projects in Portugal for which it aimed to secure key elements that make a project viable\nsuch as land, grant, permits, and potentially offtake agreements, before selling the project to a third party who would then make the\ncapital investment to begin construction. The Company was in discussions and negotiations with various parties regarding the sale and/or\nan investment commitment for these projects. For these projects, the Company aimed to secure a provision contract with the final investor,\nwhether with electrolyzer provisions, engineering or procurement services, or all three for certain cases.

On\nNovember 11, 2024, Fusion Fuel Portugal filed for insolvency in the civil court of Sintra, Portugal, and entered into insolvency proceedings.\nSubsequently, the former production and sale of the Company’s miniaturized PEM green hydrogen electrolyzer product line and research\nand development activities, which were conducted through the Legacy Hydrogen Entities, ceased and will not be continued. It is expected\nthat the assets held by Fusion Fuel Portugal and its subsidiaries will be disposed of through a liquidation process. As a result, all\nbusiness operations of the Company’s former green hydrogen business ceased as of November 11, 2024, and are not expected to be\nresumed.

Overview\nof the Alternative Energies Business

Overview\nof New Hydrogen and Biomass Business

We\nnow provide green hydrogen engineering and advisory services through Bright Hydrogen Solutions, spanning advisory, engineering, equipment\nsupply, and project execution oversight. Our offering covers the full project lifecycle from early feasibility and front-end design through\ndelivery, installation, commissioning, and operational support.

We\nconduct our biomass-powered industrial steam engineering and advisory business through Biosteam Energy, a majority-owned joint venture\nwith Alien Fuel. Under the joint venture, we hold 51% of Biosteam Energy and Alien Fuel holds 49%. We advanced a loan of R10 million\n(approximately €480,000) under a scheduled payment plan to fund the management and administration of Biosteam Energy and the initial\nproject. The loan is repayable from available free cash flow after certain expenses and minimum cash balances.

Services\nand Business Model

Through\nBright Hydrogen Solutions, we offer specialized engineering and advisory services, including concept development, feasibility assessments,\nand front-end engineering design (FEED) as well as front-end loading (FEL) I–III studies. We will provide equipment procurement\nand sourcing, integration engineering, and project and construction oversight, with the capability to support engineering, procurement,\nand construction (EPC) in collaboration with third parties. Our scope includes engineering and advisory services relating to electrolyzers,\nhydrogen refueling stations and dispensing systems, compression and storage, balance of system and balance of plant integration, and\ndownstream use cases such as fuel cells and hydrogen blending. We also offer post-implementation support, including operational readiness,\nsafety and environmental studies, and performance optimization. Hydrogen projects often require local regulatory and permitting expertise,\nand we engage third parties accordingly.

Biosteam\nEnergy is expected to generate recurring revenues under a steam supply agreement with Fairfield Dairy, a large dairy enterprise in South\nAfrica, with additional potential income from verified carbon credits associated with landfill avoidance and fuel-switching. The project\nis intended to reduce Scope 1 and Scope 2 greenhouse gas emissions at the site. In connection with the joint venture, we hold a right\nof first refusal to participate in new projects, business opportunities, or ventures within the scope of Biosteam Energy’s business\nthat are offered to Alien Energy or certain of its affiliates.

Commercial\nDevelopments

\n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	We signed a contract to deliver\n an electrolyzer system and a hydrogen refueling station for a large construction company in southern Europe, with a total contract\n value of up to approximately €1.7 million. Engineering has commenced and production of key equipment is underway. Delivery, installation,\n and commissioning are expected in 2026.

	●	We signed a contract to provide\n FEED services for a planned 15 MW industrial green hydrogen production facility in southern Europe. The contract, valued at €275,000\n and payable in phases upon achieving defined milestones, includes safety and environmental studies, project management, and technical\n engineering specifications. The services are scheduled within an approximately 16-week timeline, inclusive of preparation and delivery\n periods.

	●	Biosteam Energy’s initial\n project is the Fairfield Industrial Decarbonization Project in Howick, KwaZulu-Natal, South Africa, at Fairfield Dairy, one of South\n Africa’s largest dairy processing facilities. The project will replace an existing fossil-fuel-based steam generation system\n with a biomass-powered boiler system designed and operated using Alien Fuel’s proprietary technology. The system will utilize\n wood pellets produced from waste biomass. Construction activities and equipment fabrication commenced in November 2025, with fabrication\n performed by Alien Energy (Proprietary) Limited, an affiliate of Alien Fuel. The plant is expected to be commissioned and enter commercial\n operation in the first half of 2026.

Agency\nAgreements

In\n2025, Bright Hydrogen Solutions entered into agency agreements with leading equipment manufacturers:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	We entered into an agency\n agreement with Sungrow Hydrogen Sci. & Tech. Co. Ltd. (“Sungrow Hydrogen”) under which Bright Hydrogen Solutions serves\n as an agent for Sungrow Hydrogen’s electrolyzer and related hydrogen production products in southern Europe.

	●	We entered into an agency\n agreement with Houpu Global Clean Energy Co., Ltd. (“Houpu”), a manufacturer of hydrogen refueling and clean energy technologies.\n Under this agreement, Bright Hydrogen Solutions acts as Houpu’s authorized agent for its hydrogen product portfolio in southern\n Europe and Latin America.

These\nstrategic relationships are intended to broaden Bright Hydrogen Solutions’ technology offering, enhance procurement optionality,\nand support schedule and cost certainty for our clients. Sales under these agreements are subject to project awards and customary commercial\nterms.

Markets\nand Customers

The\ninitial commercial focus for Bright Hydrogen Solutions is on southern Europe, where we are supporting industrial decarbonization use\ncases. Through our agency arrangements, we also pursue selected opportunities in Latin America. Our customers include industrial companies,\ninfrastructure developers, and construction firms seeking turnkey or modular hydrogen solutions and technical advisory services.

Biosteam\nEnergy targets industrial heat users that require reliable steam-based power and wish to decarbonize. Our initial market is South Africa,\nwith the first project at a major dairy processing facility in KwaZulu-Natal. Prospective customer segments include food and beverage\nprocessing (for example, dairies and breweries), pulp and paper, textiles, chemicals, and other process industries with year-round steam\ndemand.

Competition

Bright\nHydrogen Solutions competes primarily with hydrogen engineering firms, EPC contractors, electrolyzer and station OEMs, and integrated\nhydrogen solution providers. Our success depends on our ability to convert tenders and negotiated opportunities into binding contracts,\ndeliver projects safely and on schedule, and secure equipment and financing on competitive terms.

Biosteam\nEnergy’s market – biomass steam-based energy – is competitive and fragmented, with participants that include industrial\nboiler OEMs and distributors, EPC and operations and maintenance (O&M) service providers, and energy services companies offering\nthermal energy-as-a-service using biomass, biogas, natural gas, or electrified boilers.

Our\nalternative energy business will also encounter competition from various established energy companies and engineering firms providing\nsimilar services or companies providing industrial gases for hydrogen for industrial feedstock purposes. Many of these competitors possess\ngreater financial resources, established customer relationships, and extensive industry expertise, which could hinder the Company’s\nability to secure contracts and stand out in the market. The Company’s competitiveness relies on its capacity to showcase technical\nexpertise, forge and maintain strategic relationships, and deliver cost-effective solutions.

Overview\nof the Gas Distribution Business

Through\nour operating subsidiary, QIND, an industrial company specializing in the energy sector, and its operating subsidiary, Al Shola Gas,\nwe provide comprehensive solutions for the LPG industry. Our services include consulting, designing, supplying, installing, and maintaining\nLPG systems, as well as the transportation and supply of LPG in both bulk and cylinder formats. We cater to a diverse range of clients,\nincluding commercial buildings, mixed-use apartment complexes, shopping centers, food courts, heavy industries, labor accommodations,\ncatering units, commercial kitchens, and dining establishments. Our mission is to develop a next-generation industrial and energy corporation\nthat meets the increasing global demand for high-quality, cost-effective, and sustainable energy solutions.

Al\nShola Gas is based in Dubai, UAE, offering a broad range of specialized services, including:

\n\n \n \n \n

●

Central Gas Systems (LPG):

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	●	Design, supply, construction,\n operation, and maintenance (certified by Dubai Civil Defense)
	●	Design consultancy and project\n management
	●	Repair and preventive maintenance
	●	Billing and monitoring systems

\n\n \n \n \n

●

LPG Supply and Distribution:

\n\n \n \n \n

●

Supply of LPG in cylinders\n and bulk formats

\n\n \n \n \n

●

LPG System Projects:

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	●	Design, supply, and installation\n of aboveground and underground LPG tanks, including all pipeline and instrumentation components
	●	Installation and commissioning\n of LPG, propane, and synthetic natural gas-compatible systems
	●	Pressure-reducing and distribution\n stations
	●	Gas leak detection systems

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	●	LPG\n metering stations
	●	Vaporizer\n systems
	●	Deluge\n and sprinkler systems, along with other gas safety systems

Al\nShola Gas specializes in the design, implementation, and maintenance of various LPG pipeline networks for commercial and industrial clients.\nWe comply with Dubai Civil Defense regulations and international safety standards, offering warranty and safety certification as mandated\nby relevant regulations.

LPG\nDistribution – Cylinders

Al\nShola Gas maintains an extensive LPG cylinder distribution network in Dubai, supported by a fleet of delivery trucks. Our centralized\ncall center, along with a dedicated administrative team, allows it to distribute over 20,000 LPG cylinders each month.

LPG\nDistribution – Bulk Gas

Al\nShola Gas is an approved supplier of bulk LPG, sourcing from the Emirates General Petroleum Corporation. We distribute more than 500,000\nliters of bulk LPG each month. Our fleet consists of two 18,000-liter capacity trucks and one 25,000-liter capacity truck to support\nour bulk LPG supply operations.

Customers\nand Markets

Al\nShola Gas serves residential, mixed-use, commercial, and selected industrial customers across the United Arab Emirates, with a core focus\non Dubai and an active expansion program into the northern emirates of Sharjah, Ras Al Khaimah, Fujairah, Ajman, and Umm Al Quwain. Demand\nis driven by sustained real estate development and population growth, which translate into new central LPG system installations and recurring\nutility operations and bulk LPG supply. During 2025, Al Shola Gas secured numerous engineering and utility awards, including large multi-tower\nresidential developments and mixed-use properties, and continued to add recurring customers through long-term utility service arrangements.

The\ncustomer base includes property developers, owners’ associations, and facilities managers for high-density residential complexes,\nas well as food and beverage outlets and retail tenants that require metered LPG supply. In addition to one-time engineering and installation\nrevenue, the business generates recurring revenue from (i) metered LPG utility services after project handover, (ii) bulk LPG deliveries,\nand (iii) project operations and maintenance.

Competition

Al\nShola Gas’s competitors are primarily UAE-based companies that specialize in gas distribution systems, such as Royal Development\nfor Gas Works, Al Fanar Gas, and Lahej & Sultan.

Intellectual\nProperty

The\nCompany and its subsidiaries do not possess registered intellectual property rights.

Laws\nand Regulations

Hydrogen\nservice providers worldwide must comply with a complex regulatory framework governing production, transportation, storage, and distribution,\nwith specific requirements varying by jurisdiction. Key regulations include environmental and sustainability mandates (e.g., the European\nUnion’s Renewable Energy Directive (RED III), U.S. Inflation Reduction Act incentives), safety and transport standards (e.g., Accord\nDangereux Routier (ADR) in Europe, Department of Transportation in the U.S., and the UN Recommendations on the Transport of Dangerous\nGoods), infrastructure rules (e.g., the Alternative Fuels Infrastructure Regulation in the European Union, Japan’s Basic Hydrogen\nStrategy), and market regulations ensuring open access and certification compliance (e.g., Guarantees of Origin in the European Union,\nChina’s hydrogen certification system).

Biomass-powered\nindustrial steam projects operate within environmental, air-quality, waste, safety, and carbon-credit regulatory frameworks that vary\nby jurisdiction. In South Africa, where Biosteam Energy’s initial project is located, compliance is typically required with the\nNational Environmental Management Act and Environmental Impact Assessment Regulations (as triggered by project scale), the Air Quality\nAct for listed or threshold-based combustion activities, and the Waste Act for biomass handling and ash management. Plant design and\noperations are governed by the Occupational Health and Safety Act, including Pressure Equipment Regulations and applicable South Africa\nNational Standards. Feedstock sourcing must comply with forestry and environmental laws and may require sustainability certification.\nCarbon-credit revenues depend on verification under recognized standards and alignment with South Africa’s Carbon Tax Act and offset\nrules, while municipal bylaws and water-use regulations may also apply to siting and operations.

LPG\ndistribution and engineering service providers in Dubai are primarily regulated by the Dubai Municipality and Dubai Civil Defense, which\nenforce strict safety, storage, and transportation requirements in accordance with local laws. Licensing for LPG distributors and engineering\nfirms necessitates compliance with technical standards, environmental guidelines, and periodic safety inspections. Across the broader\nMiddle East, regulations vary by country but generally adhere to international safety standards, such as those set by the International\nOrganization for Standardization (ISO). Gulf Cooperation Council countries, including Saudi Arabia, Qatar, and Oman, impose stringent\ncontrols on the importation, storage, and sale of LPG, with regulatory oversight from national energy and safety authorities.

Seasonality

Our\nbusiness lines can be affected by seasonal trends. During specific holiday periods, business development may see a slowdown in negotiations\nand discussions with counterparties and clients, which could also affect the supply chain. Revenues from our hydrogen services may be\ninfluenced by seasonality; however, primary drivers include project development and commissioning schedules, customer procurement cycles,\nand offtake demand. For our biomass steam business, seasonality can affect both biomass fuel supply and steam demand due to biomass feedstock\navailability, moisture content, and logistics that typically vary with harvest cycles and wet/dry seasons, which can influence delivered\nfuel cost, calorific value, and boiler efficiency.

The\nseasonality of revenue derived from LPG distribution services in the Middle East is typically not pronounced; nevertheless, demand fluctuations\nmay still arise. Consumption of LPG may increase during winter months when the population in the region reaches its peak, resulting in\nhigher gas consumption in residential facilities, hotels, and restaurants. A seasonal variation may be observed during the summer months\nwhen the demand for LPG can decline due to the extreme heat prevalent in the region, which generally leads to lower tourist activity\nand a decreased population density.

4.C.\nOrganizational Structure

The\nfollowing is a list of the subsidiaries of the Company:

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	●	Quality Industrial Corp.,\n a 51.9% owned (as of March 31, 2026) subsidiary of Fusion Fuel Green PLC, a Nevada corporation formed on May 4, 1998.
	●	Al Shola Al Modea Gas Distribution\n LLC, a 51.0%-owned subsidiary of Quality Industrial Corp., formed in the United Arab Emirates on March 18, 1990.
	●	Bright Hydrogen Solutions\n Limited, a wholly-owned subsidiary of Fusion Fuel Green PLC, a private limited company incorporated in Ireland on February 17, 2025.
	●	Biosteam Energy (Proprietary)\n Limited, a 51.0%-owned subsidiary of Fusion Fuel Green PLC, a private company incorporated in South Africa on October 15, 2025.
	●	Fusion Fuel USA, Inc., a\n wholly-owned subsidiary of Fusion Fuel Green PLC, a Delaware corporation formed on April 21, 2021.

The\nfollowing diagram depicts our consolidated entities as of December 31, 2025.

$\"\"$

4.D.\nProperty, Plants, and Equipment

Assets\nunder Construction

BioSteam\nEnergy is currently constructing a processing plant in South Africa, with all related expenditures recorded as assets under construction\nwithin property, plant and equipment. As of December 31, 2025, total capitalised expenditures incurred to date amounted to approximately\n€0.35 million. The plant is not yet operational or available for use and, accordingly, no depreciation has been recognised. The\nasset will be depreciated over its estimated useful life once the plant is commissioned and brought into use.

Leases

The\nCompany leases its corporate office in Dublin, Ireland for a monthly payment of approximately €2,800.

Bright\nHydrogen Solutions leases an office in Madrid, Spain, for a monthly payment of €1,500.

QIND\nhas a virtual office at 505 Montgomery Street, San Francisco, California. The cost per month is $115 and is renewed annually.

Set\nforth in the table below is information regarding Al Shola Gas’ leased facilities, including the lease term, respective square\nfoot sizes, and annual rent amounts.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Location	Lease\n Term	Area\n (Sq. Ft.)		Annual\n Rent
Office at Hamsah Building, O/112,\n Zabeel Road, Dubai, UAE	May 10, 2025 to May 9, 2026		1,222		€	30,186
Office at Hamsah Building, O/307, Zabeel Road,\n Dubai, UAE*	January 7, 2026 to January 6, 2027		347		€	6,229
Gas Warehouse Unit No. L723, Plot No. 0243-0154,\n Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, UAE	March 1, 2025 to February 28, 2026		6,400		€	6,062
Gas Store Unit No. L705, Plot No. 0243-0171,\n Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, UAE	March 1, 2025 to February 28, 2026		6,400		€	6,062
Warehouse Plot No: 987-1006, Al Layan 1, DIC,\n Dubai, UAE	March 26, 2025 to March 25, 2026		10,010		€	4,648
Employee Accommodation,\n 17 Units, Plot No: 438-0, Muhaisanah Second, DIC, Dubai, UAE	February 1, 2025 to\n January 31, 2026		2,928		€	42,630
Total			27,307		€	95,817

*Lease\nstarting period from January 7, 2026, and included for disclosure purposes.

Rent\nand other lease expenses under certain of the above lease agreements may be paid by Al Shola Al Modea Safety and Security LLC (“Al\nShola Al Modea Safety and Security”), a company owned by certain minority shareholders of Al Shola Gas. Such payments have generally\nbeen made on the basis of the extent of the use of Al Shola Gas’ leased properties by the employees of Al Shola Al Modea Safety\nand Security. This arrangement has not been reflected in a written sublease or other agreement between Al Shola Gas or the Company and\nAl Shola Al Modea Safety and Security. Use of Al Shola Gas’ leased properties by Al Shola Al Modea Safety and Security has been\nat the discretion of Al Shola Gas and is subject to Al Shola Gas’ rights under its lease agreements.

Fusion\nFuel’s rent expenses, across all entities, for the fiscal year ended December 31, 2025, amounted to approximately €0.13 million.

ITEM\n4A. UNRESOLVED STAFF COMMENTS

Not\napplicable.

ITEM\n5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You\nshould read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated\nfinancial statements and the related notes included elsewhere in this Annual Report. The consolidated financial statements have been\nprepared in accordance with IFRS. Information related to the year ended December 31, 2023 has not been included. It can be found in the\nCompany’s filing of the Form 20-F for the year ended December 31, 2024. The financial information for the year ended December 31, 2025 included in this Item 5 has been restated; see the\nExplanatory Note to this Annual Report and Note 5 to our consolidated financial statements.

This\ndiscussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking\nstatements because of various factors, including those set forth under Item 3.D. “Risk Factors,” or in other\nparts of this Annual Report. See also “Cautionary Note Regarding Forward-Looking Statements”.

5.A.\nOperating Results

Overview

The\nCompany is an Irish holding company. Prior to 2024, the Company primarily offered green hydrogen products and services, primarily through\nFusion Fuel Portugal and its subsidiaries. During 2024, commercial operations relating to our former green hydrogen business were discontinued\ndue to lack of capital and were effectively terminated pursuant to the insolvency filing of Fusion Fuel Portugal on November 11, 2024.\nAs of December 1, 2024, the Company’s consolidated operations primarily consisted of industrial gas distribution and engineering\nservices provided in the UAE, following the acquisition of a majority stake in QIND and its 51%-owned subsidiary Al Shola Gas on November\n26, 2024. During 2025, the Company began to diversify its energy services through the launch of hydrogen and biomass steam project advisory\nand engineering services. The former hydrogen business operations and assets of Fusion Fuel Portugal and its subsidiaries will not be\npart of the Company’s services due to Fusion Fuel Portugal’s insolvency proceedings.

Recent\nDevelopments

Mineral\n& Element Advisory Agreements

On\nFebruary 12, 2026, the Company entered into a Mineral & Element Advisory Agreement, dated as of February 12, 2026 (each, an “MAT\nAdvisory Agreement”), with each of three advisors (each an “Advisor”, collectively, the “Advisors”) for\nan initial term of twelve months, with renewal by mutual written consent for successive six-month periods. Pursuant to each MAT Advisory\nAgreement, each Advisor will (a) provide strategic, operational, and technical advisory services relating to the evaluation, structuring,\nand execution of a mineral asset acquisition or other transaction (the “MAT”), including with respect to diligence, negotiation,\nlogistics, risk management, and integration of acquired mineral assets; and (b) identify and introduce to the Company prospective counterparties\nthat, in the reasonable judgment of an Advisor, possess the capabilities to facilitate or accelerate the MAT (for example, mineral rights\nholders, mining companies, brokers, logistics providers, technical consultants, asset custodians, or other relevant service providers).

In\nexchange for the MAT related services, the Company agreed to issue to each Advisor: (i) a fee (the “Advisory Fee”) equal\nto 95,000 Class A Ordinary Shares in connection with the signing of a definitive agreement (a “Definitive MAT Agreement”)\nwith a party (“Qualified Counterparty”) introduced to the Company within twelve months after the initial introduction by\nthe Advisor pursuant to which the Company will receive or deploy cash, mineral assets, credit facilities, or other resources for the\nprimary purpose of executing a MAT (the “Advisory Fee Shares”); and (ii) an additional 45,000 Class A Ordinary Shares on\nthe day(s) on which the Company achieves each of the following milestones: (i) a share price of $5.83 for at least five consecutive trading\ndays; (ii) a share price of $9.72 for at least five consecutive trading days; and (iii) a share price of $15.50 for at least five consecutive\ntrading days. The total amount of Class A Ordinary Shares to be issued if all milestones are met equals 135,000 Class A Ordinary Shares\n(the “Milestone Fee Shares”, together with the Advisory Fee Shares, the “Compensation Shares”). If the Company\nenters into multiple Definitive Agreements with more than one Qualified Counterparty in connection with a single mineral asset transaction\nor MAT or series of related transactions that is publicly announced as a single transaction, the respective Advisor shall be entitled\nto only one Advisory Fee with respect to such transaction, regardless of the number of Qualified Counterparties involved.

If\nthe issuance of Advisory Fee Shares pursuant to the MAT Advisory Agreement would result in an Advisor beneficially owning in excess of\n4.99% (or upon election of the Advisor prior to the issuance of any Advisory Fee Shares, 9.99%) of the Company’s then-outstanding\nClass A Ordinary Shares, the Company shall issue to the Advisor, in lieu of such excess shares, pre-funded warrants to purchase Class\nA Ordinary Shares (the “Advisor Pre-Funded Warrants”). The Advisor Pre-Funded Warrants will be exercisable immediately and\nmay be exercised at any time until all of the Advisor Pre-Funded Warrants are exercised in full, subject to the beneficial ownership\nlimitation described above.

In\naddition, the Company will be required to file one or more registration statements with the SEC to register the resale of the Compensation\nShares (and Class A Ordinary Shares issuable upon exercise of Advisor Pre-Funded Warrants issued in lieu of Advisory Fee Shares) no later\nthan 45 days following the date of the closing of a MAT with respect to the respective Advisory Fee Shares (or Advisory Pre-Funded Warrants\nissued in lieu of Advisory Fee Shares) or the date of issuance of the Milestone Fee Shares with respect to such Milestone Fee Shares,\nand to use commercially reasonable efforts to have such registration statements declared effective by the SEC as promptly as practicable,\nand in any event within five trading days after receiving notification that the SEC will not review or has no comments to such registration\nstatements, and otherwise no later than 90 days following the date of filing of such registration statements. The Company will also be\nrequired to maintain the effectiveness of such registration statements while the Compensation Shares remain outstanding or issuable and\nare not freely tradable without restriction under Rule 144 promulgated under the Securities Act. The Company will be responsible for\nall fees and expenses incurred in connection with such registration requirements.

An\nMAT Advisory Agreement may be terminated immediately upon material breach by the other party that remains uncured for ten days after\nwritten notice, or upon 30 days’ prior written notice. Upon any termination of an MAT Advisory Agreement that is not the result\nof an uncured material breach by an Advisor, the Advisor shall remain entitled to receive: (i) an Advisory Fee with respect to any Definitive\nAgreement entered into prior to the effective date of termination or within 18 months thereafter, and (ii) the Milestone Fee for any\nrequisite milestone achieved during such 18-month period.

Each\nMAT Advisory Agreement contains additional customary representations, warranties, covenants, and indemnification obligations of the contracting\nparties. These representations, warranties and covenants were made only for purposes of the MAT Advisory Agreement and as of specific\ndates, were solely for the benefit of the contracting parties and may be subject to limitations agreed upon by the contracting parties.

Securities\nPurchase Agreement

On\nFebruary 14, 2026, the Company entered into a Securities Purchase Agreement, dated as of February 14, 2026 (the “February 2026\nSecurities Purchase Agreement”), with certain investors (the “February 2026 Investors”), pursuant to which the Company\nagreed to issue and sell the following securities to the February 2026 Investors: (i) an aggregate of 577,124 Class A Ordinary Shares,\n(ii) pre-funded warrants to purchase an aggregate of 129,005 Class A Ordinary Shares at an exercise price of $0.0035 per share (the “February\n2026 Pre-Funded Warrants”), (iii) warrants to purchase an aggregate of 706,129 Class A Ordinary Shares at an exercise price equal\nto 150% of the Minimum Price (as defined by Nasdaq Listing Rule 5635(d)(1)(A)), or $5.148 per share (the “150% Price Warrants”),\nand (iv) warrants to purchase an aggregate of 706,129 Class A Ordinary Shares at an exercise price equal to 200% of the Minimum Price,\nor $6.864 per share (the “200% Price Warrants” and together with the February 2026 Pre-Funded Warrants and the 150% Price\nWarrants, the “February 2026 Warrants”), for aggregate gross proceeds of $2,600,000 (the “February 2026 PIPE”).

The\nFebruary 2026 Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until exercised in full, subject to\nthe beneficial ownership limitation described below. The 150% Price Warrants and the 200% Price Warrants will be exercisable immediately\nand have a term of exercise equal to three years from the date of the closing under the February 2026 Securities Purchase Agreement (the\n“February 2026 Closing Date”), subject to the beneficial ownership limitation described below.

The\nFebruary 2026 Pre-Funded Warrants, the 150% Price Warrants and the 200% Price Warrants may not be exercised to the extent that such exercise\nwould result in the number of Class A Ordinary Shares beneficially owned by the holder and its affiliates exceeding 4.99% (or, if elected\nby the holder at the Closing, 9.99%), of the total number of Class A Ordinary Shares outstanding immediately after giving effect to the\nexercise.

The\nCompany will use the net proceeds from the February 2026 PIPE for general corporate and working capital purposes and to pay any fees\nand expenses in connection with the transactions contemplated by the February 2026 Securities Purchase Agreement.

In\naddition, the Company will be required to file a registration statement with the SEC within 30 days of the February 2026 Closing Date\nto register the resale of the Class A Ordinary Shares and Class A Ordinary Shares issuable upon exercise of the February 2026 Warrants.\nThe Company must use commercially reasonable efforts to have such registration statement declared effective by the SEC as promptly as\npracticable, and in any event within five trading days after receiving notification that the SEC will not review or has no comments to\nsuch registration statement, and otherwise no later than 90 days following the February 2026 Closing Date, subject to extension to the\nextent that a full or partial federal government shutdown prevents such registration statement from being declared effective. The Company\nwill also be required to maintain the effectiveness of such registration statement for so long as any Class A Ordinary Shares issued\npursuant to the February 2026 Securities Purchase Agreement remain outstanding or issuable and are not freely tradable without restriction\nunder Rule 144 promulgated under the Securities Act. The Company will be required to pay the February 2026 Investors 1.5% of the aggregate\namount to be paid for the Class A Ordinary Shares and February 2026 Warrants for more than 30 consecutive days or more than an aggregate\nof 60 days during any 12-month period that the above registration requirements remain unmet, with 18% annual interest on overdue amounts.\nThe Company will be responsible for all fees and expenses incurred in connection with such registration requirements.

Share\nExchange Agreement

On\nFebruary 18, 2026, the Company entered into a Share Exchange Agreement, dated as of February 18, 2026 (the “Share Exchange Agreement”),\namong the Company and certain shareholders (the “RU Shareholders”) of Royal Uranium.

Pursuant\nto the Share Exchange Agreement, the RU Shareholders will sell up to 100% of the issued and outstanding shares in the capital of Royal\nUranium (78,581,029 common shares) to the Company in exchange for up to 3,750,025 Class A Ordinary Shares or pre-funded warrants to subscribe\nfor up to such number of Class A Ordinary Shares (at an exercise price per share equal to the nominal value of the shares) in lieu of\nthe Class A Ordinary Shares to the extent that the allotment of Class A Ordinary Shares would result in such shareholders’ beneficial\nownership of shares in the Company exceeding 9.99% of the issued share capital of the Company (the “Securities Exchange”).\nThe Securities Exchange will result in Royal Uranium becoming a subsidiary of the Company. The Share Exchange Agreement provides that\nRoyal Uranium is valued at $15,000,000.

The\nclosing of the Securities Exchange (the “Securities Exchange Closing”) will take place electronically on the third business\nday following satisfaction or waiver of all conditions to consummate the Securities Exchange or such other date and time as the parties\nmay mutually determine. The Share Exchange Agreement provides that if, within 30 days following the date of the Share Exchange Agreement,\nsubject to extension by agreement between the Company and Anthony Milewski and Mark Schipperheijn (each of whom is an RU Shareholder,\nand together, the “Representative Shareholders”), RU Shareholders holding not less than 75% of the issued shares in Royal\nUranium have not signed the Share Exchange Agreement or a joinder thereto, the Company may elect to implement the Securities Exchange\nby way of a plan of arrangement or in such other manner as may be permitted by Canadian law.

The\nSecurities Exchange Closing is subject to certain conditions, including: (i) that no temporary restraining order, preliminary or permanent\ninjunction issued by any court of competent jurisdiction preventing or prohibiting the consummation of the Securities Exchange shall\nbe in effect; (ii) that RU Shareholders holding not less than 75% of the issued shares in Royal Uranium shall have signed the Share Exchange\nAgreement or executed a joinder thereto; (iii) that the Company shall have obtained the requisite shareholder approval as required by\nthe Irish Takeover Rules; (iv) the accuracy of the representations and warranties of the parties in all material respects; (v) compliance\nby the parties with their covenants and agreements in all material respects; and (vi) the absence of any material adverse effect on either\nRoyal Uranium or the Company since the date of the Share Exchange Agreement.

From\nand after the date of the Share Exchange Agreement until the earlier of the Securities Exchange Closing or the termination of the Share\nExchange Agreement, the Company, Royal Uranium, and each RU Shareholder shall not, directly or indirectly, (i) initiate, solicit, encourage,\nnegotiate, accept or discuss any transaction or series of transactions with any person involving any sale of substantially all of the\nassets or capital stock of Royal Uranium or the Company to another acquirer (an “Alternative Acquisition”), (ii) provide\ninformation with respect to a party to any person relating to a possible Alternative Acquisition, (iii) enter into an agreement with\nany person providing for a possible Alternative Acquisition, or (iv) make or authorize any statement, recommendation or solicitation\nin support of any possible Alternative Acquisition. If any party receives any unsolicited offer, inquiry or proposal relating to an Alternative\nAcquisition, such party must promptly notify the other parties thereof.

The\nCompany is required to prepare a draft circular to shareholders containing notice of an extraordinary general meeting (the “EGM”)\nand information regarding the Securities Exchange as required by the Irish Takeover Rules. The Company must furnish a draft of the circular\nto the Representative Shareholders for review within five business days of the date of the Share Exchange Agreement, submit the draft\ncircular to the Irish Takeover Panel within three business days of receipt of input from the Representative Shareholders, and commence\nmailing to shareholders within five business days of the Irish Takeover Panel providing confirmation that the circular satisfies the\nnecessary requirements under the Irish Takeover Rules. The Company is required to use all reasonable endeavors to procure that the EGM\nis held, and shareholder approval of the Securities Exchange is obtained, as soon as reasonably practicable following the date of the\nShare Exchange Agreement.

The\nShare Exchange Agreement includes lock-up restrictions on the RU Shareholders with respect to the Class A Ordinary Shares. RU Shareholders\n(or RU Shareholders who are affiliates) who receive more than 25,000 Class A Ordinary Shares are subject to restrictions prohibiting\nthe transfer, sale, pledge, or other disposition of the Class A Ordinary Shares as follows: (i) 100% of the Class A Ordinary Shares for\nsix months from the date of the Share Exchange Agreement; (ii) two-thirds of the Class A Ordinary Shares for 12 months from the date\nof the Share Exchange Agreement; and (iii) one-third of the Class A Ordinary Shares for 18 months from the date of the Share Exchange\nAgreement. RU Shareholders (together with their affiliates) who receive 25,000 Class A Ordinary Shares or fewer will be released from\nsuch restrictions after six months following the date of the Share Exchange Agreement. The Company will be required to file a registration\nstatement to register the resale of the Class A Ordinary Shares within 20 business days of the expiration of such lock-up restrictions.

The\nShare Exchange Agreement may be terminated prior to the Securities Exchange Closing: (i) by mutual written agreement of the Representative\nShareholders and the Company; (ii) by either party if the other party has breached any representation, warranty, covenant or agreement\nresulting in or reasonably expected to result in a material adverse effect or would prevent or materially delay the consummation of the\nSecurities Exchange; (iii) by any party if all conditions to such party’s obligations have not been satisfied or waived on or before\nthe date falling 12 months from the date of the Share Exchange Agreement; or (iv) by any party if a permanent injunction or other order\npreventing or prohibiting consummation of the Securities Exchange has been issued and has become final and non-appealable.

In\naddition, the Share Exchange Agreement contains certain representations, warranties, limitations of liability, and indemnification provisions,\nand customary covenants.

Under\neach of the MAT Advisory Agreements, the Share Exchange Agreement will constitute a Definitive Agreement. Pursuant to the MAT Advisory\nAgreements and at the election of the Advisors, the Company was required to issue 95,000 Class A Ordinary Shares and customary pre-funded\nwarrants to purchase up to an aggregate of 190,000 Class A Ordinary Shares to the Advisors on the first trading day after the execution\nof the Share Exchange Agreement. Such Class A Ordinary Shares and Class A Ordinary Shares issuable upon exercise of such Advisor Pre-Funded\nWarrants will be subject to certain registration requirements, as further disclosed under “—Mineral & Element Advisory\nAgreements” above.

Prior\nto the entry into the Share Exchange Agreement, there were no material relationships between the Company or any of the Company’s\naffiliates, including any director or officer of the Company, or any associate of any director or officer of the Company, and any of\nthe RU Shareholders, except that certain RU Shareholders, which include Anthony Milewski, purchased an aggregate of $1,645,000 of the\nsecurities purchased under the Securities Purchase Agreement, dated as of February 14, 2026, between the Company and certain investors,\nwhich was previously disclosed in the Prior Form 6-K. Each of Anthony Milewski and two other RU Shareholders is also an Advisor under\none of the MAT Advisory Agreements.

Principal\nFactors Affecting Our Financial Performance

Our\noperating results are primarily affected by the following factors:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	our ability to generate revenue\n from QIND and Al Shola Gas, including LPG distribution and engineering services;

	●	our ability to execute hydrogen\n and biomass steam project engineering and advisory contracts;

\n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	macroeconomic conditions\n affecting industrial gas demand and the hydrogen and biomass steam industries;

	●	regulatory and compliance\n changes impacting hydrogen, biomass, and LPG businesses;

	●	our ability to offer competitive\n pricing for our products and services;

	●	our ability to broaden product\n and service offerings;

	●	industry demand and competition;\n and

	●	market conditions and our\n market position.

Emerging\nGrowth Company

We\nqualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on\nexemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section\n404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting. In\naddition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period\nprovided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging\ngrowth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.\nWe have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable\nto those of companies that comply with such new or revised accounting standards.

We\nwill remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross\nrevenues of at least $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale\nof our common equity securities pursuant to an effective registration statement under the Securities Act; (iii) the date on which we\nhave, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are\ndeemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of the Class A Ordinary\nShares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal\nquarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed\nabove.

Results\nof Operations

The\nfollowing sets forth a summary of the Company’s consolidated results of operations for the periods indicated. The information should\nbe read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. Our historical\nresults presented below are not necessarily indicative of the results that may be expected for any future period.

Revenue

During\nthe period from December 1, 2024 to December 31, 2024, the Company solely generated revenue from its LPG distribution operations conducted\nthrough Al Shola Gas. During 2025, the Company continued to primarily generate revenue from its LPG distribution operations conducted\nthrough Al Shola Gas.

Revenue\nincreased 798.1% to approximately €14.4 million for the year ended December 31, 2025, from approximately €1.6 million for the\nyear ended December 31, 2024. The increase was primarily due to the inclusion of a full year of revenue from the Company’s indirect\nmajority-owned subsidiary, Al Shola Gas, in 2025, compared to consolidation beginning in the fourth quarter of 2024 following its acquisition.

Cost\nof Sales

During\n2024 and 2025, cost of sales primarily related to the purchase of gas in our LPG distribution operations.

Cost\nof sales increased 776.3% to approximately €10.2 million for the year ended December 31, 2025, from approximately €1.2 million\nfor the year ended December 31, 2024. The increase was primarily due to (i) the inclusion of a full year of revenue from the Company’s\nmajority-owned subsidiary, Al Shola Gas, in 2025, compared to consolidation beginning in the fourth quarter of 2024 following its acquisition,\nand (ii) higher revenue during the year ended December 31, 2025.

Administration\nExpenses

Administration\nexpenses during the reported periods related primarily to wages and salaries, costs incurred to wind down dormant or discontinued\nsubsidiaries, along with expenses related to QIND’s restructuring and personnel costs and the operations of the consolidated operations\nfrom Al Shola Gas’s LPG distribution operations due to its consolidation into the Company’s operations from December 1, 2024\nto December 31, 2024 and fiscal year 2025. In 2024, administration expenses also included an impairment\non inventory of €2.2 million in relation to the Legacy Hydrogen Entities. This impairment was booked as a consequence of customer\ncontracts not being fulfilled due to the insolvency of Fusion Fuel Portugal.

Administration\nexpenses decreased to approximately €11.7 million for the year ended December 31, 2025, from approximately €16.5 million for\nthe year ended December 31, 2024. This decrease was primarily due to (i) the non-recurrence of the impairment on inventory of €2.2 million in\nrelation to the Legacy Hydrogen Entities for the fiscal year ended December 31, 2024 described above, (ii) lower wages and salaries following\nthe deconsolidation of the Legacy Hydrogen Entities and related headcount reductions, (iii) lower consulting fees, and (iv) the non-recurrence\nof a reclassification from cost of sales recorded in 2024, in each case partially offset by higher professional fees and other expenses\nassociated with the consolidation of QIND (including Al Shola Gas) for the full year ended December 31, 2025. Administration expenses for 2025 include amortization of the customer relationships and trade names acquired with\nQIND of €2.3 million, which has been restated to translate it at the average exchange rate for the year.

Share-Based\nPayment (Expense)/Credit

Share-based\npayment (expense)/credit primarily consisted of the grant and cancellation of equity awards under the Fusion Fuel Green PLC 2021 Equity\nIncentive Plan (the “2021 Plan”).

Share-based\npayment (expense)/credit decreased 28.6% to approximately €1.6 million for the year ended December 31, 2025, from approximately\n€2.2 million for the year ended December 31, 2024, primarily due to lower vesting of equity awards than in 2024.

Impairment Expense

Impairment expense was approximately €1.1 million\nfor the year ended December 31, 2025, compared to nil for the year ended December 31, 2024. The 2025 expense relates principally to the\nimpairment of goodwill allocated to the LPG Distribution & Engineering cash-generating unit, recognized in the restatement described\nin Note 5 to our consolidated financial statements. See Note 16 to our consolidated financial statements.

Net\nFinance Income

Net\nfinance income consists of fair value gains/losses on the Company’s public warrants. The functional currency of the Company is\nthe euro, and as the exercise price of the warrants was set in U.S. dollars, the warrants were considered a liability as a variable amount\nof cash in the Company’s functional currency would have been received on exercise. Accordingly, the warrants have been classified\nand accounted for as a derivative liability at fair value through profit or loss. The fair value of the warrants is determined with reference\nto the prevailing market price for warrants as reported by Nasdaq. Also included in the derivative financial instruments in 2024 are\nfair value gains/losses on the portion of the May 2024 Note that has been classified as a derivative liability under IFRS. These notes\nare classified and accounted for as a derivative liability at fair value through profit or loss due to the underlying variable conversion\nrate embedded in the notes.

Net\nfinance income increased by 980.4% to approximately €2.5 million for the year ended December 31, 2025, from approximately €0.2\nmillion for the year ended December 31, 2024, primarily driven by increased gains on the remeasurement of warrant-related derivative\nliabilities, reflecting changes in the Company’s share price during the period, partially offset by exchange losses on monetary items. As restated, exchange differences arising on the translation\nof foreign operations, a gain of €3.1 million in 2025, are presented in other comprehensive income rather than in net finance income.

Loss for the Year and Other Comprehensive\nIncome

Loss for the year was approximately €5.0\nmillion for the year ended December 31, 2025 (as restated), compared to approximately €15.3 million for the year ended December\n31, 2024, of which €4.1 million (2024: €15.3 million) was attributable to owners of the Company. Other comprehensive loss was\napproximately €2.3 million for the year ended December 31, 2025 (2024: nil) and comprises exchange differences on translating foreign\noperations, principally our U.S. dollar-denominated investment in QIND, including the goodwill and fair value adjustments arising on\nits acquisition, reflecting the weakening of the U.S. dollar against the euro during 2025. Total comprehensive loss for the year ended\nDecember 31, 2025 was approximately €7.3 million, of which a loss of €5.8 million was attributable to owners of the Company\nand a loss of €1.5 million to non-controlling interests.

Comparison\nof the Years Ended December 31, 2024 and 2023

For\na discussion comparing our consolidated statement of (loss)/profit and other comprehensive (loss)/ income for the years ended December\n31, 2024 and 2023, see Item 5.A. “Operating Results” in our Annual Report on Form 20-F for the year ended December 31, 2024.

5.B.\nLiquidity and Capital Resources

As\nof December 31, 2025, we had cash and cash equivalents of approximately €0.575 million. As of December 31, 2025, we also had\ntotal liabilities of €15.3 million (as restated), including liabilities, excluding deferred tax, of approximately €13.6 million. To date, we have financed our\noperations primarily through income generated from shares issued for cash, grants, and loans.

As\nof December 31, 2025, we anticipate that our levels of cash will only be sufficient to meet our cash needs for our operations and other\ncash requirements until December 31, 2026 and for at least 12 months beyond that period, including our costs associated with being a\npublic reporting company, if we receive additional financing. We may also in the future require additional or alternative cash resources\ndue to changing business conditions or to fund significant business investments or acquisitions. Since our own financial resources may\nbe insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities in public offerings, private\nplacements or credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence\nof indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants\nthat would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by\nus to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could\nharm our overall business prospects.

Going\nConcern

The\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. Our auditor’s\nopinion included in our audited financial statements for the years ended December 31, 2025, 2024 and 2023 contain an explanatory paragraph\nregarding substantial doubt about our ability to continue as a going concern. In recent years, we have suffered recurring losses from\noperations, negative working capital and cash outflows from operating activities, and therefore have been dependent upon external sources\nfor financing our operations.

There\ncan be no assurance that the Company’s financial resources will be sufficient to remain in operation or that necessary financing\nwill be available on satisfactory terms, if at all. The Company may be forced to significantly reduce its spending, delay or cancel its\nplanned activities, sell off substantial assets, or substantially change its business plans or corporate or capital structure. There\ncan also be no assurance that the Company will ever succeed in generating sufficient revenues to continue its operations as a going concern.\nFor further discussion, see “We will need to obtain additional funding to continue operations. If we fail to obtain the necessary\nfinancing or fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue\nour operations and be forced to significantly delay, scale back or discontinue our operations.” in Item 3.D. “Risk\nFactors”.

The\nfinancial statements that accompany this Annual Report do not include any adjustments to reflect the possible future effects on the recoverability\nand classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Summary\nof Cash Flow

The\nfollowing summary of the Company’s consolidated cash flows for the periods indicated should be read together with our consolidated\nfinancial statements and related notes included elsewhere in this Annual Report. Our historical results presented below are not necessarily\nindicative of cash flows that may be expected for any future period.

Net\ncash used in operating activities was approximately €8.2 million and approximately €8.3 million for the years ended December\n31, 2025 and 2024, respectively. The decrease in net cash used in operating activities was primarily driven by lower operating losses\nand reduced non-cash adjustments, including the absence of significant inventory impairments and revenue impairment recorded in the prior\nyear, partially offset by fair value movements on derivative financial instruments.

Net\ncash used in investing activities was approximately €0.5 million compared to net cash provided of approximately €0.8 million\nfor the years ended December 31, 2025 and 2024, respectively. The increase in net cash used in investing activities compared to 2024\nwas primarily driven by the absence of significant government grant receipts recorded in the prior year, together with higher payments\nto subsidiaries’ shareholders and increased purchases of tangible assets.

Net\ncash provided by financing activities was approximately €8.9 million and approximately €6.5 million for the years ended December\n31, 2025 and 2024, respectively. The increase in net cash provided by financing activities compared to 2024 was primarily driven by shareholder\nloan proceeds of approximately €3.9 million, proceeds from the July 2025 PIPE share issuance of approximately €1.6 million,\nand reduced lease liability payments, partially offset by lower proceeds from the issuance of ordinary shares under the Company’s\nat the market offering. Convertible note conversions during the year were non-cash transactions and accordingly did not contribute to\nfinancing cash flows; refer to Note 20 of the financial statements included elsewhere in this Annual Report for further details of non-cash\ninvesting and financing transactions.

ATM\nOfferings

During\nthe year ended December 31, 2025, the Company sold 347,283 Class A Ordinary Shares in connection with an “at the market offering”\n(as defined in Item 10.C. “Material Contracts – At The Market Offering Agreement”) for net proceeds of $2.71\nmillion (€2.31 million), after placement fees deducted at settlement, and reimbursed $0.06 million (€0.05 million) of related legal expenses to H.C. Wainwright & Co., LLC (“Wainwright”)\nas part of these sales.

During\nthe year ended December 31, 2024, the Company sold 67,013 Class A Ordinary Shares under the At Market Issuance Sales Agreement, dated\nas of June 6, 2022 (the “Prior ATM Agreement”), between the Company and B. Riley Securities, Inc., Fearnley Securities Inc.\n(“Fearnley”), and Wainwright, as the sales agents, for net proceeds of $6.4 million (€5.9 million) and paid $0.2 million\n(€0.2 million) in commissions to Fearnley and Wainwright as part of these sales.

Committed\nEquity Financing

On\nJanuary 10, 2025, we entered into an Ordinary Shares Purchase Agreement, dated as of January 10, 2025 (the “Keystone Purchase Agreement”),\nwith Keystone Capital Partners, LLC, a Delaware limited liability company (“Keystone”), and a Registration Rights Agreement,\ndated as of January 10, 2025 (the “Keystone Registration Rights Agreement”), with Keystone. Upon the terms and subject to\nthe satisfaction of the conditions contained in the Keystone Purchase Agreement, we will have the right, in our sole discretion, to sell\nto Keystone up to $25,000,000 of Class A Ordinary Shares (subject to certain limitations contained in the Keystone Purchase Agreement),\nfrom time to time from after the Commencement Date (as defined below) and during the term of the Keystone Purchase Agreement. Sales of\nClass A Ordinary Shares pursuant to the Keystone Purchase Agreement, and the timing of any sales, will be solely at our option, and we\nwill be under no obligation to sell any securities to Keystone under the Keystone Purchase Agreement. In accordance with our obligations\nunder the Keystone Registration Rights Agreement, we filed a registration statement with the SEC to register under the Securities Act\nthe resale by Keystone of up to 178,506 Class A Ordinary Shares, consisting of (i) up to 164,616 Class A Ordinary Shares that we may,\nin our sole discretion, elect to sell to Keystone, from time to time from and after the Commencement Date pursuant to the Keystone Purchase\nAgreement and (ii) 13,890 Class A Ordinary Shares (the “Commitment Shares”) we issued to Keystone as consideration for its\ncommitment to purchase the Class A Ordinary Shares that we may, in our sole discretion, direct Keystone to purchase from us pursuant\nto the Keystone Purchase Agreement, from time to time from after the Commencement Date during the term of the Keystone Purchase Agreement.

At\nany time from and after the date (the “Commencement Date”) that all of the conditions to the Company’s right to commence\nsales of Class A Ordinary Shares to Keystone set forth in the Keystone Purchase Agreement have been initially satisfied, including that\na registration statement covering the resale of such shares is declared effective by the SEC and the final form of prospectus contained\ntherein is filed with the SEC (the “Commencement”), on any business day on which the closing sale price of the Class A Ordinary\nShares is equal to or greater than $1.00 (the “VWAP Purchase Date”), the Company may direct Keystone to purchase a number\nof Class A Ordinary Shares in an amount up to the VWAP Purchase Maximum Amount (as defined in the Keystone Purchase Agreement) (a “VWAP\nPurchase”) at a purchase price equal to the lesser of 92% of (i) the closing sale price of the Class A Ordinary Shares on the applicable\nVWAP Purchase Date and (ii) the volume-weighted average price during the period on the applicable VWAP Purchase Date beginning at the\nopening of trading and ending at the VWAP Purchase Termination Time (as defined in the Keystone Purchase Agreement) (the “VWAP\nPurchase Price”). If the lowest trade price for the Class A Ordinary Shares on the Clearing Date (as defined in the Keystone Purchase\nAgreement) is lower than that at the time any Class A Ordinary Shares are required to be issued pursuant to a VWAP Purchase, then the\nprice per share at which such shares are issued will be adjusted such that the price per share at which such shares are issued will be\ncalculated from the closing trade price on the Clearing Date, and the Company will issue additional Class A Ordinary Shares to Keystone\nto reflect such adjusted price per share.

The\nKeystone Purchase Agreement provides that the Company may issue to Keystone no more than 19.99% of the total number of Class A Ordinary\nShares outstanding immediately prior to the execution of the Keystone Purchase Agreement, which number of shares will be reduced, on\na share-for-share basis, by the number of Class A Ordinary Shares issued or issuable pursuant to any transaction or series of transactions\nthat may be aggregated with the transactions contemplated by the Keystone Purchase Agreement under applicable rules of Nasdaq (the “Exchange\nCap”), unless (i) the Company obtains the approval of the issuance of such shares by its shareholders in accordance with the applicable\nstock exchange rules (the “Shareholder Approval”), (ii) the average price of all applicable sales of Class A Ordinary Shares\nare made at a price equal to or in excess of the lower of (A) the official closing sale price on Nasdaq immediately preceding the delivery\nof the applicable VWAP Purchase notice to Keystone and (B) the average of the closing prices of the Class A Ordinary Shares for the five\nbusiness days immediately preceding the delivery of such VWAP Purchase notice (in each case, plus an incremental amount to take into\naccount the Commitment Shares and other compensation provided to Keystone pursuant to the Keystone Purchase Agreement), such that the\nsales of such Class A Ordinary Shares to Keystone would not count toward the Exchange Cap because they are “at market” under\napplicable stock exchange rules, or (iii) the Company obtains and submits to Nasdaq a written statement from an independent counsel in\nthe Company’s home country certifying that the Company’s practices, including the practices of not obtaining shareholder\napproval to issue more than the Exchange Cap, are not prohibited by the home country’s laws, or any equivalent document that serves\nsuch purpose. Prior to entering into the Keystone Purchase Agreement, the Company submitted a written statement to Nasdaq from its Irish\nlegal counsel which certified that the Company’s practices, including the practices of not obtaining shareholder approval to issue\nmore than the Exchange Cap that would otherwise be required under Nasdaq Listing Rule 5635(d)(2), are not prohibited by Irish law. Therefore,\nthe Exchange Cap is not applicable.

The\nKeystone Purchase Agreement prohibits us from directing Keystone to purchase any Class A Ordinary Shares if those shares, when aggregated\nwith all other Class A Ordinary Shares then beneficially owned by Keystone and its affiliates (as calculated pursuant to Section 13(d)\nof the Exchange Act, and Rule 13d-3 thereunder), would result in Keystone beneficially owning more than 4.99% of the outstanding Class\nA Ordinary Shares.

The\nnet proceeds from sales, if any, under the Keystone Purchase Agreement, will depend on the frequency and prices at which we sell Class\nA Ordinary Shares to Keystone. To the extent we sell shares under the Keystone Purchase Agreement, we currently plan to use any proceeds\ntherefrom for costs of this transaction, for working capital, strategic and other general corporate purposes. The Keystone Purchase Agreement\nalso provides that the Company will use 25% of any gross proceeds received under the Keystone Purchase Agreement to make payments of\noutstanding interest, dividends and principal, as applicable, on any outstanding notes, instruments, or other obligations of the Company,\nat a rate of 120% of the greater of (i) the outstanding obligations and (ii) the intrinsic underlying value of such instrument.

As\nconsideration for Keystone’s irrevocable commitment to purchase Class A Ordinary Shares upon the terms of and subject to satisfaction\nof the conditions set forth in the Keystone Purchase Agreement, following the execution and delivery of the Keystone Purchase Agreement,\nwe issued to Keystone 13,890 Class A Ordinary Shares, i.e., the Commitment Shares. Pursuant to the Purchase Agreement, the number of\nthe Commitment Shares was determined as the number of shares equal to $250,000, valued at 92% of the closing sale price on the trading\nday immediately preceding the closing date (i.e., 92% of $19.565 per share). In addition, as consideration for Keystone’s irrevocable\ncommitment to purchase Class A Ordinary Shares upon the terms of and subject to satisfaction of the conditions set forth in the Keystone\nPurchase Agreement, we agreed to reimburse Keystone for reasonable out-of-pocket expenses, including the legal fees and disbursements\nof legal counsel, in the amount of $25,000.

The\nKeystone Purchase Agreement will terminate automatically on the earliest to occur of (i) the expiration of any registration statement\nrequired to be filed pursuant to the Keystone Registration Rights Agreement pursuant to Rule 415(a)(5) of the Securities Act, (ii) the\ndate on which Keystone shall have purchased $25,000,000 of Class A Ordinary Shares, or (iii) the occurrence of certain other events set\nforth in the Keystone Purchase Agreement. The Company may terminate the Keystone Purchase Agreement at any time after the Commencement\nDate upon one trading day’s prior written notice to Keystone. Keystone may terminate the Keystone Purchase Agreement upon ten trading\ndays’ prior written notice after the occurrence of certain events, including upon the occurrence of a Material Adverse Effect (as\ndefined in the Keystone Purchase Agreement), the failure to meet a required Filing Deadline (as defined below) or Effectiveness Deadline\n(as defined below), or the failure to maintain a registration statement required to be maintained by the Keystone Registration Rights\nAgreement. The Keystone Purchase Agreement may also be terminated by mutual written consent. Certain provisions of the Keystone Purchase\nAgreement will survive automatic termination or termination by either party other than by mutual written consent.

Pursuant\nto the Keystone Registration Rights Agreement, the Company was required to file the initial registration statement with the SEC covering\nthe resale of the Commitment Shares and the maximum number of the Class A Ordinary Shares that may be sold to Keystone pursuant to the\nKeystone Purchase Agreement and that may be permitted to be included in the initial registration statement under SEC rules, regulations\nand interpretations on or before the 45th calendar day following January 10, 2025 (the “Initial Filing Deadline”). An additional\nregistration statement must be filed to cover the resale of the maximum remaining number of the Class A Ordinary Shares that may be sold\nto Keystone pursuant to the Keystone Purchase Agreement and that may be permitted to be included in the initial registration statement\nunder SEC rules, regulations and interpretations within ten business days following the sale of substantially all of the securities covered\nby the most recent prior registration statement (such date, together with the Initial Filing Deadline, a “Filing Deadline”).\nEach registration statement required to be filed under the Keystone Registration Rights Agreement must be declared effective by the SEC\non or before the earlier of the 60th calendar day following the applicable Filing Deadline and the third business day that the Company\nis notified by the SEC that such registration statement will not be reviewed (the “Effectiveness Deadline”). The Company\nmust maintain the effectiveness of each registration statement required to be filed under the Keystone Registration Rights Agreement\nand the availability of the prospectus contained within it. The registration rights granted under the Keystone Registration Rights Agreement\nare subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

Neither\nwe nor Keystone may assign or transfer its rights and obligations under the Keystone Purchase Agreement, and no provision of the Keystone\nPurchase Agreement or the Keystone Registration Rights Agreement may be modified or waived by the parties.

Subject\nto specified exceptions included in the Keystone Purchase Agreement, we are restricted in our ability to enter into specified variable\nrate transactions during the term of the Keystone Purchase Agreement. Such transactions include, among others, the issuance of convertible\nsecurities with a conversion or exercise price that is based upon or varies with the trading price of our Class A Ordinary Shares after\nthe date of issuance. Under a Limited Waiver and Consent, dated as of March 17, 2025, between us and Keystone (the “Equity Financing\nWaiver”), Keystone waived this restriction and any other restriction or condition that would be applicable under the Keystone Purchase\nAgreement relating to the Waived ATM. Pursuant to the Equity Financing Waiver, the Company may at any time enter into any agreement relating\nto the Waived ATM, the filing of a prospectus supplement to a prospectus contained in an effective registration statement that was filed\nunder the Securities Act relating to the Waived ATM, the announcement of the Waived ATM, the issuance, offer, sale, or grant of any Class\nA Ordinary Shares relating to the Waived ATM, or the issuance, offer, sale, or grant of any securities in connection with either the\nprovision of goods or services or settlement of any obligations that may otherwise arise with respect to the Waived ATM. The Equity Financing\nWaiver provides that the Company will use 25% of any gross proceeds received under the Waived ATM to make payments of outstanding interest,\ndividends and principal, as applicable, on any outstanding notes, instruments, or other obligations of the Company, at a rate of 120%\nof the greater of (i) the outstanding obligations and (ii) the intrinsic underlying value of such instrument.

The\nVWAP Purchase Price for a VWAP Purchase will be equitably adjusted as set forth in the Keystone Purchase Agreement for any reorganization,\nrecapitalization, non-cash dividend, share split, reverse share split or other similar transaction.

The\npayment for shares in respect of each VWAP Purchase under the Keystone Purchase Agreement will be settled on the third trading day immediately\nfollowing the delivery of the shares to Keystone, which shall occur on the trading day immediately following the applicable VWAP Purchase\nDate.

The\nPurchase Agreement and the Registration Rights Agreement contain customary representations, warranties, covenants, and indemnification\nand contribution obligations of the parties.

Debt

February\n2025 Private Placement of Senior Convertible Notes and Warrants

On\nFebruary 28, 2025, the Company, entered into the February 2025 Securities Purchase Agreement with certain institutional investors (the\n“February 2025 Investors”), pursuant to which the February 2025 Investors and the Company agreed to execute and deliver to\nthe February 2025 Investors certain Senior Convertible Notes (the “March 2025 Notes”) in the aggregate original principal\namount of $1,300,000 and an aggregate purchase price of $1,000,000, and certain warrants (the “March 2025 Warrants”) to initially\npurchase an aggregate of 81,840 Class A Ordinary Shares. On March 3, 2025, the closing of the February 2025 Securities Purchase Agreement\noccurred. In satisfaction of the conditions to closing, on March 3, 2025, the Company entered into a Registration Rights Agreement, dated\nas of March 3, 2025 (the “March 2025 Registration Rights Agreement”), with the February 2025 Investors, and issued the March\n2025 Notes and the March 2025 Warrants to the February 2025 Investors.

February\n2025 Securities Purchase Agreement

The\nFebruary 2025 Securities Purchase Agreement contained the following provisions:

Until\nthe earlier to occur of (a) the first date that the Class A Ordinary Shares underlying the March 2025 Notes and the March 2025 Warrants\nthat were required to be included in the initial registration statement of the Company filed under the Securities Act covering the March\n2025 Registrable Securities pursuant to the March 2025 Registration Rights Agreement (the “March 2025 Registrable Securities”)\nwas declared effective by the SEC (and each prospectus contained therein was available for use on such date) (the “Initial March\n2025 Securities Registration Statement”), and (b) the first date on which all of the March 2025 Registrable Securities were eligible\nto be resold by the February 2025 Investors pursuant to Rule 144 under the Securities Act (“Rule 144”) (or if (x) the Company\nfailed for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current\npublic information requirement under Rule 144(c) or (y) the Company failed to satisfy any condition set forth in Rule 144(i)(2), if applicable\n(a “Current Public Information Failure”), the date such Current Public Information Failure was cured) (the “March 2025\nSecurities Applicable Date”), and at any time thereafter while any registration statement filed pursuant to the March 2025 Registration\nRights Agreement (“March 2025 Securities Registration Statement”) was not effective or the prospectus contained therein was\nnot available for use or any Current Public Information Failure existed, the Company could not file a registration statement or offering\nstatement under the Securities Act relating to securities that were not the March 2025 Registrable Securities, other than certain amendments\nor supplements to outstanding effective registration statements, registration statements on Form S-8, a registration statement registering\nfor resale Class A Ordinary Shares pursuant to an equity line of credit offered to the lead February 2025 Investor (“Permitted\nELOC”), or a registration statement required pursuant to the January 2025 Registration Rights Agreement. Pursuant to a Limited\nWaiver or Amended and Restated Limited Waiver, dated as of March 26, 2025, between each holder of the March 2025 Notes, each holder of\nthe January 2025 Notes, and the Company (the “January/March 2025 Note Waivers”), the filing of a registration statement on\nForm F-3 (or amendment or supplement thereto) pursuant to Rule 415(a)(6) under the Securities Act was not subject to this restriction.

Until\nthe 90^th trading day after the March 2025 Securities Applicable Date and at any time thereafter while any March 2025 Securities\nRegistration Statement was not effective or the prospectus contained therein was not available for use or any Current Public Information\nFailure existed (the “March 2025 Securities Restricted Period”), the Company could not directly or indirectly issue, offer,\nsell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right\nto purchase or other disposition of) any equity or debt security (a “March 2025 Securities Subsequent Placement”), subject\nto exceptions for a Permitted ELOC and certain customary exceptions. The February 2025 Securities Purchase Agreement waived the application\nof a similar prohibition in the January 2025 Purchase Agreement with respect to the transactions contemplated by the February 2025 Securities\nPurchase Agreement.

While\nany March 2025 Notes remained outstanding, the Company could not enter into a Variable Rate Transaction (as defined in the February 2025\nSecurities Purchase Agreement) other than a Permitted ELOC or a Permitted ATM (as defined in the February 2025 Securities Purchase Agreement).\nThe February 2025 Securities Purchase Agreement waived the application of a similar prohibition under the January 2025 Purchase Agreement\nwith respect to the transactions contemplated by the February 2025 Securities Purchase Agreement.

Until\nSeptember 3, 2025, the February 2025 Investors had a right of first refusal as to 20% of any March 2025 Securities Subsequent Placement\nunder the February 2025 Securities Purchase Agreement, based on the February 2025 Investors’ pro rata portion of the aggregate\noriginal principal amount of the March 2025 Notes. The February 2025 Securities Purchase Agreement waived the application of a similar\nright under the January 2025 Purchase Agreement with respect to the transactions contemplated by the February 2025 Securities Purchase\nAgreement.

While\nany March 2025 Notes remained outstanding, the Company also could not (i) redeem or declare a dividend on any securities without prior\nwritten consent of the February 2025 Investors; or (ii) effect more than one reverse share split that would be required to maintain the\nCompany’s listing on Nasdaq without the prior written consent of the Required Holders.

While\nany of the March 2025 Notes or any of the March 2025 Warrants remained outstanding, the Company was required to reserve at least 150%\nof the sum of the maximum number of Class A Ordinary Shares (x) into which the March 2025 Notes could be converted, assuming that the\nMarch 2025 Notes were convertible at 80% of the lowest VWAP of the Class A Ordinary Shares during the five consecutive trading days immediately\nprior to the date on which the Company received written notice of a conversion from a holder (the “March 2025 Notes Alternate Conversion\nPrice”) assuming an Alternate Conversion Date (as defined in the March 2025 Notes) as of such applicable date of determination,\nand including interest through the date of maturity, and (y) issuable upon exercise of the March 2025 Warrants.

In\naddition, the February 2025 Securities Purchase Agreement provided that on or before April 2, 2025, unless extended with the Required\nHolders’ written consent, the Company was required to obtain the consent of the assignee of the Lead Holder (as defined in the\nNovember 2023 Subscription Agreement) to the transactions contemplated by the February 2025 Securities Purchase Agreement and the specified\ntransaction documents.

The\nFebruary 2025 Securities Purchase Agreement provided that the Company was required to reimburse the lead February 2025 Investor a non-accountable\namount of $35,000 for costs and expenses in connection with the transaction, including reasonable legal fees.

The\nFebruary 2025 Securities Purchase Agreement provided that the Company could not disclose any material non-public information regarding\nthe Company to any of the February 2025 Investors without its prior written consent.

The\nFebruary 2025 Securities Purchase Agreement also waived in part certain requirements under the January 2025 Registration Rights Agreement,\nsuch that the initial registration statement required to be filed under the January 2025 Registration Rights Agreement was required to\nbe filed no later than March 30, 2025, and was required to be declared effective by the SEC no later than 90 days after the date of the\nclosing under the February 2025 Securities Purchase Agreement.

The\nFebruary 2025 Securities Purchase Agreement also contained customary closing conditions, representations and warranties, covenants, indemnification\nprovisions, and termination provisions.

March\n2025 Notes

General.\nTwo of the March 2025 Notes were issued in the aggregate original principal amount of $406,250 with an original issue discount of 20%\nfor an aggregate purchase price of $325,000 and one of the March 2025 Notes was issued in the original principal amount of $893,750 with\nan original issue discount of approximately 24.48% for a purchase price of $675,000. On the date of the maturity of the March 2025 Notes,\nthe Company was required to pay to the holders an amount in cash representing 100% of all outstanding principal, accrued and unpaid interest\nand unpaid late charges. The March 2025 Notes were convertible into Class A Ordinary Shares at any time at the option of the holders\nand, with respect to interest payments where certain conditions are met by the Company, were also subject to certain redemption rights\nof the holders and the Company, as described further below. Other than as described below, the Company generally could not prepay any\nportion of outstanding principal, accrued and unpaid interest or accrued and unpaid late charges under the March 2025 Notes.

Ranking.\nAll payments due under the March 2025 Notes were senior to all other indebtedness of the Company, other than certain existing and other\npermitted debts.

Maturity\nDate. Unless converted or redeemed, the March 2025 Notes would mature on September 3, 2026, subject to such holder’s right\nto extend such date in certain circumstances.

Interest\nRate. The March 2025 Notes accrued interest at an annual rate equal to 8% per annum which was payable monthly in securities of the\nCompany subject to the conditions described below, or, at the Company’s option, in cash. Upon an event of default under the March\n2025 Notes, the interest rate increased to 22% per annum until such default was cured.

Late\nCharges. The Company was required to pay late charges of 18% per annum on any amount of principal or other amounts that are not paid\nwhen due.

Conversion\nat Option of Holder. At any time after issuance, all amounts due under the March 2025 Notes were convertible at any time, in whole\nor in part, at the holder’s option, into Class A Ordinary Shares at a price of $15.274 per share, subject to proportional adjustment\nupon the occurrence of any share split, share dividend, share combination or similar transaction (the “March 2025 Notes Conversion\nPrice”). Upon a holder’s conversion of a March 2025 Note, the amount of Class A Ordinary Shares into which such March 2025\nNote was convertible was equal to the principal amount to be converted under such March 2025 Note plus any accrued and unpaid interest,\nand accrued and unpaid late charges on such principal and interest, if any.

Alternate\nOptional Conversion. From and after the occurrence of an event of default, a holder could alternatively elect to convert (a “March\n2025 Notes Alternate Optional Conversion”) such holder’s March 2025 Notes into an amount of Class A Ordinary Shares equal\nto 115% of the converted dollar amount at the March 2025 Notes Alternate Conversion Price, which would be equal to the lowest of (a)\nthe March 2025 Notes Conversion Price then in effect; and (b) the greater of (x) a floor price initially equal to $2.7755, as adjusted\nto equal 20% of the lower of the closing price or the average closing price for the five consecutive trading days immediately prior to\nevery six-month anniversary of the issuance date of the March 2025 Notes, and any share split, share dividend, share combination or similar\ntransaction (the “March 2025 Notes Floor Price”), and (y) 80% of the lowest VWAP of the Class A Ordinary Shares during the\nfive consecutive trading days immediately prior to the date on which the Company received written notice of such conversion from such\nholder.

Conversion\nof Interest at Option of Company. For each required payment of interest, the Company could pay such interest by converting the interest\namount and issuing a number of Class A Ordinary Shares (a “March 2025 Notes Interest Conversion”) equal to the interest amount\nmultiplied by a price equal to the lower of (i) the applicable March 2025 Notes Conversion Price as in effect, and (ii) the greater of\n(x) the March 2025 Notes Floor Price then in effect and (y) 90% of the lowest VWAP of the Class A Ordinary Shares during the seven consecutive\ntrading days ending and including the trading day immediately preceding the applicable interest date (the “March 2025 Notes Interest\nConversion Price”), so long as there was no Equity Conditions Failure (as defined in the March 2025 Notes).

Limitations\non Conversion. The March 2025 Note holders did not have the right to convert any portion of any March 2025 Note to the extent that,\nafter giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of 4.99%\n(the “January/March 2025 Securities Maximum Percentage”) of Class A Ordinary Shares outstanding immediately after giving\neffect to such conversion. The January/March 2025 Securities Maximum Percentage could be raised or lowered to any other percentage not\nin excess of 9.99%, at the option of each holder, provided that any increase would only be effective upon 61 days’ prior written\nnotice to the Company.

Distribution\nParticipation Rights. If the Company issued options, convertible securities, warrants, shares, or similar securities or distributed\nassets pro rata to holders of the Class A Ordinary Shares, each of the March 2025 Note holders had the right to acquire the same as if\nsuch holder had converted such holder’s March 2025 Notes in full, except that to the extent that such acquisition would result\nin such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to such holder would\nbe held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to be exceeded.

Floor\nPrice Adjustment Payment. If the March 2025 Notes Floor Price was applicable to a March 2025 Notes Alternate Optional Conversion\nor a March 2025 Notes Interest Conversion, the Company was required to pay the respective holder an amount in cash equal to the product\nof (x) the higher of (i) the highest price of the Class A Ordinary Shares on the trading day before the conversion and (ii) the applicable\nMarch 2025 Notes Alternate Conversion Price or March 2025 Notes Interest Conversion Price and (y) the difference obtained by subtracting\n(I) the number of Class A Ordinary Shares to be issued with respect to such March 2025 Notes Alternate Optional Conversion or March 2025\nNotes Interest Conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount or amount of interest by (y)\nthe applicable March 2025 Notes Alternate Conversion Price or March 2025 Notes Interest Conversion Price without giving effect to the\nportion of the March 2025 Notes Alternate Conversion Price or the March 2025 Notes Interest Conversion Price, as applicable, relating\nto the March 2025 Notes Floor Price.

Antidilution\nRights. The March 2025 Notes had full-ratchet antidilution rights, i.e., the March 2025 Notes Conversion Price would be reduced to\nequal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided\nfor in the March 2025 Notes. Under the January/March 2025 Note Waivers, these antidilution rights did not apply to Class A Ordinary Shares\nsold under an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act) between the Company and Wainwright,\nunder which the Company could offer and sell to or through Wainwright, as sales agent, the Class A Ordinary Shares (the “Waived\nATM”). The conversion price formulas and number of shares issuable upon conversion of the March 2025 Notes were also proportionately\nadjusted for any share split or reverse share split or similar event.

Share\nSplit Adjustments. Upon any share split or reverse share split or similar event, the March 2025 Notes Conversion Price would be reduced\nto a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the five trading\ndays with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the trading day\nimmediately preceding the 16th trading day after such event, divided by five.

Applicable\nDate Adjustments. On the 90th calendar day after the March 2025 Securities Applicable Date, the March 2025 Notes Conversion Price\nwould be reduced to equal the lower of (i) the applicable March 2025 Notes Conversion Price as in effect on the applicable adjustment\ndate, and (ii) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares\nduring the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

Company\nOptional Redemption. At any time, the Company could redeem in cash all, but not less than all, of the March 2025 Notes at a 15% redemption\npremium to the greater of (a) the amount then outstanding under the March 2025 Notes, and (b) the product of (1) the quotient of (A)\nthe amount outstanding divided by (b) the March 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing\nsale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding the redemption\ndate and ending on the trading day immediately prior to the date the Company made the entire redemption payment.

Change\nof Control Redemption. Upon a Change of Control (as defined in the March 2025 Notes), the holder of any March 2025 Note could require\nthe Company to redeem in cash all, or any portion, of such March 2025 Note at a 15% redemption premium to the greater of (a) the amount\nbeing redeemed, (b) the product of (x) the amount being redeemed multiplied by (y) the quotient determined by dividing (I) the greatest\nclosing sale price of the Class A Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur\nof (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the\ndate of such holder’s Change of Control redemption notice by (II) the March 2025 Notes Conversion Price then in effect, and (c)\nthe product of (x) the amount being redeemed multiplied by (y) the quotient of (I) the aggregate cash consideration and the aggregate\ncash value of any non-cash consideration per Class A Ordinary Share to be paid to the holders of the Class A Ordinary Shares upon consummation\nof such Change of Control (any such non-cash consideration constituting publicly-traded securities to be valued at the highest of the\nclosing sale price of such securities as of the trading day immediately prior to the consummation of such Change of Control, the closing\nsale price of such securities on the trading day immediately following the public announcement of such proposed Change of Control and\nthe closing sale price of such securities on the trading day immediately prior to the public announcement of such proposed Change of\nControl) divided by (II) the March 2025 Notes Conversion Price then in effect.

Subsequent\nPlacement Optional Redemption and Exchange Rights. Upon the occurrence of a March 2025 Securities Subsequent Placement, subject to\ncertain customary exceptions, the holder of any March 2025 Note could require the Company to redeem such March 2025 Note, in whole or\nin part, using the Holder Pro Rata Amount (as defined in the March 2025 Notes) of 25% (or, if such March 2025 Securities Subsequent Placement\nincluded sales during the March 2025 Securities Restricted Period of securities pursuant to any at-the-market offering, 30%, except as\nprovided under the January/March 2025 Note Waivers, as described below) of the gross proceeds of such March 2025 Securities Subsequent\nPlacement (the “March 2025 Securities Subsequent Placement Optional Redemption Right”). Upon exercise of the March 2025 Securities\nSubsequent Placement Optional Redemption Right, the Company was required to pay in cash at a price equal to 115% of the greater of (i)\nthe amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the March 2025 Notes\nAlternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading\nday during the period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately\nprior to the date the Company made the entire required payment.

In\naddition, at the option of the holders of the March 2025 Notes, the Company was required to permit each of such holders to participate\nin the March 2025 Securities Subsequent Placement by exchanging all or any part of such holder’s March 2025 Notes against the purchase\nprice of the securities offered in the March 2025 Securities Subsequent Placement up to the March 2025 Securities Subsequent Placement\nredemption amount that would otherwise be paid to such holder (the “March 2025 Securities Subsequent Placement Exchange Right”).\nThe aggregate amount of the securities to be issued to such holder in such exchange would be equal to 120% of the greater of (i) the\namount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the March 2025 Notes Alternate\nConversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during\nthe period commencing on the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the\nconsummation of such March 2025 Securities Subsequent Placement.

The\nJanuary/March 2025 Note Waivers provided that the March 2025 Securities Subsequent Placement Optional Redemption Right and the March\n2025 Securities Subsequent Placement Exchange Right would be waived with respect to the Waived ATM, and instead provided that 25% of\nthe gross proceeds from any sale of securities pursuant to the Waived ATM must be used to redeem each of the March 2025 Notes at a premium\nof 120%.

Asset\nSale Redemption. Upon the occurrence of certain asset sales, the holder of any March 2025 Note could require the Company to redeem\nsuch March 2025 Note, in whole or in part, using the Holder Pro Rata Amount of 25% of the net proceeds from such asset sale. Upon such\nredemption, the Company was required to pay in cash at a price equal to 115% of the greater of (i) the amount being redeemed and (ii)\nthe product of (1) the quotient of (A) the amount being redeemed divided by (B) the March 2025 Notes Alternate Conversion Price then\nin effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing\non the date immediately preceding notice of the redemption and ending on the trading day immediately prior to the date the Company made\nthe entire required payment.

Event\nof Default Redemption. Upon any event of default, each holder could require the Company to redeem in cash all or any portion of the\namounts due under such holder’s March 2025 Notes at a price equal to the greater of (i) the product of (A) the amount to be redeemed\nmultiplied by (B) 115% and (ii) the product of (X) the quotient of (a) the amount to be redeemed divided by (b) the March 2025 Notes\nAlternate Conversion Price then in effect multiplied by (Y) the product of (1) 115% multiplied by (2) the greatest closing sale price\nof the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding such event of default\nand ending on the date the Company made the entire payment.

Bankruptcy\nEvent of Default Redemption. Upon any event of default relating to the bankruptcy or similar event of the Company, the Company would\nbe required to immediately pay each holder in cash all amounts due under such holder’s March 2025 Notes at a 15% premium.

Redemption\nPayment Failure. In the event of a redemption by any holder of the March 2025 Notes and the Company does not pay the applicable redemption\nprice to such holder within the time period required, at any time thereafter and until the Company paid such unpaid redemption price\nin full, such holder had the option, in lieu of redemption, to require the Company to promptly return to such holder all or any portion\nof such March 2025 Notes representing the amount that was submitted for redemption and for which the applicable redemption price (together\nwith any late charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable redemption notice\nwould be null and void with respect to such redemption amount, (y) the Company was required to immediately return such March 2025 Notes,\nor issue new notes to such holder, and in each case the principal amount of such March 2025 Notes or such new notes was to be increased\nby an amount equal to the difference between (1) the applicable redemption price (as adjusted, if applicable) minus (2) the principal\nportion of the amount submitted for redemption and (z) the March 2025 Notes Conversion Price would be automatically adjusted with respect\nto each conversion effected thereafter by such holder to the lowest of (A) the March 2025 Notes Conversion Price as in effect on the\ndate on which the applicable redemption notice was voided, (B) the greater of (i) the March 2025 Notes Floor Price then in effect and\n(ii) 75% of the lowest closing bid price of the Class A Ordinary Shares during the period beginning on and including the date on which\nthe applicable redemption notice was delivered to the Company and ending on and including the date on which the applicable redemption\nnotice was voided and (C) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) 75% of the quotient of (I) the sum\nof the five lowest VWAPs of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the applicable conversion\ndate, divided by (II) five.

Certain\nCovenants; Reservation of Shares. While any March 2025 Notes were outstanding, the Company could not incur or guarantee any debts\nor liens, pay cash dividends or effect redemptions on its shares, make certain asset sales, or change the nature of its business, and\nwas required to comply with certain other customary covenants. In addition, the Company was required to reserve at least 150% of the\nnumber of Class A Ordinary Shares into which the March 2025 Notes may be converted, assuming conversion by way of a March 2025 Notes\nAlternate Optional Conversion.

Fundamental\nTransactions. The Company could not enter into a Fundamental Transaction (as defined in the March 2025 Notes) unless the successor\nentity assumed all obligations of the Company under the March 2025 Notes and specified transaction documents. Prior to the occurrence\nof a Fundamental Transaction, the March 2025 Note holders had the right to (i) in addition to the Class A Ordinary Shares receivable\nupon any conversion, such securities or other assets to which such holders would have been entitled with respect to such Class A Ordinary\nShares had such Class A Ordinary Shares been held by such holders upon the consummation of such Fundamental Transaction (without taking\ninto account any limitations or restrictions on the convertibility of the March 2025 Notes), if any, or (ii) in lieu of the Class A Ordinary\nShares otherwise receivable upon such conversion, such securities or other assets received by the holders of Class A Ordinary Shares\nin connection with the consummation of such Fundamental Transaction, if any, in such amounts as such holders would have been entitled\nto receive had the March 2025 Notes initially been issued with conversion rights for the form of such consideration (as opposed to Class\nA Ordinary Shares) at a conversion rate for such consideration commensurate with the number of Class A Ordinary Shares issuable upon\nconversion of the conversion amount by the March 2025 Notes Conversion Price.

Penalty\nfor Late Delivery of Shares Upon Conversion; Buy-In Payments. The March 2025 Notes provided that if the Company failed to deliver\nClass A Ordinary Shares upon conversion of any March 2025 Notes when and as required, the Company was required to pay the holders of\nsuch March 2025 Notes an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to such\nholders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders in\nwriting as in effect at any time during the period beginning on the applicable conversion date and ending on the date that the shares\nwere delivered. In addition, the March 2025 Notes provided that if any holder conducted a Buy-In (as defined in the March 2025 Notes)\nupon failure to deliver any Class A Ordinary Shares issuable upon conversion when and as required, the Company would be required to pay\nsuch holder the Buy-In Payment Amount (as defined in the March 2025 Notes).

March\n2025 Warrants

Exercise\nPrice. The March 2025 Warrants were initially exercisable for cash at an exercise price equal to $15.274 per Class A Ordinary Share\n(the “March 2025 Warrants Exercise Price”), subject to adjustment as set forth therein.

Antidilution\nRights. The March 2025 Warrants had full-ratchet antidilution rights, i.e., the March 2025 Warrants Exercise Price would be reduced\nto equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided\nfor in the March 2025 Warrants. Under the January/March 2025 Note Waivers, these antidilution rights did not apply to Class A Ordinary\nShares sold under the Waived ATM. The exercise price formulas and number of shares issuable upon exercise of the March 2025 Warrants\nwould also be proportionately adjusted for any share split or reverse share split or similar event.

Share\nSplit Adjustments. Upon any share split or reverse share split or similar event, the March 2025 Warrants Exercise Price would be\nreduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the\nfive trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the\ntrading day immediately preceding the 16th trading day after such event, divided by five.

Applicable\nDate Adjustments. On the 90th calendar day after each March 2025 Securities Applicable Date, the March 2025 Warrants Exercise Price\nwould be reduced to equal the lower of (i) the applicable March 2025 Warrants Exercise Price as in effect on the applicable adjustment\ndate, and (ii) the greater of (x) the March 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares\nduring the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

Number\nof Warrant Shares Adjustment. In the event of any adjustment to the March 2025 Warrants Exercise Price, the number of Class A Ordinary\nShares issuable upon the exercise of the March 2025 Warrants would also be adjusted so that the aggregate March 2025 Warrants Exercise\nPrice would be the same immediately before and immediately after any such adjustment.

Exercise\nPeriod. The March 2025 Warrants were exercisable beginning on the issuance date of the March 2025 Warrants and expiring on the third\nanniversary of the issuance date.

Cashless\nExercise. If at the time of exercise of any March 2025 Warrant, there was no effective registration statement registering the Class\nA Ordinary Shares underlying the March 2025 Warrants, such March 2025 Warrant could be exercised on a cashless basis pursuant to its\nterms.

Limitations\non Exercise. The March 2025 Warrant holders did not have the right to exercise any portion of any March 2025 Warrant to the extent\nthat, after giving effect to such exercise, such holder (together with certain related parties) would beneficially own in excess of the\nJanuary/March 2025 Securities Maximum Percentage after giving effect to such exercise. The January/March 2025 Securities Maximum Percentage\ncould be raised or lowered to any percentage not in excess of 9.99%, at the option of such holder, provided that any increase would only\nbe effective upon 61 days’ prior written notice to the Company.

Distribution\nParticipation Rights. If the Company issued options, convertible securities, warrants, shares, or similar securities or distributes\nassets pro rata to holders of the Class A Ordinary Shares, each of the March 2025 Warrant holders would have the right to acquire the\nsame as if such holder had exercised such holder’s March 2025 Warrants in full, except that to the extent that such acquisition\nwould result in such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to\nsuch holder would be held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to\nbe exceeded.

Reservation\nof Shares. While any March 2025 Warrants were outstanding, the Company was required to reserve at least 150% of the maximum number\nof Class A Ordinary Shares as would be necessary to satisfy the Company’s obligation to issue Class A Ordinary Shares under the\nMarch 2025 Warrants.

Fundamental\nTransactions. The Company could not enter into a Fundamental Transaction (as defined in the March 2025 Warrants) unless the successor\nentity assumed all obligations of the Company under the March 2025 Warrants and specified transaction documents. Upon a Fundamental Transaction,\nthe March 2025 Warrant holders would thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any\nother property which such holders would have been entitled to receive upon the happening of the Fundamental Transaction had such holders’\nMarch 2025 Warrants been exercised immediately prior to the Fundamental Transaction, if any.

Change\nof Control Redemption Rights. Upon the occurrence or public disclosure of a Change of Control (as defined in the March 2025 Warrants),\neach of the March 2025 Warrant holders had the right to require the Company to repurchase the unexercised portion of such holder’s\nMarch 2025 Warrants for an amount of cash based on an option pricing model reasonably acceptable to such holder and the Company.

Penalty\nfor Late Delivery of Shares Upon Exercise; Buy-In Payments. The March 2025 Warrants provided that if the Company failed to deliver\nClass A Ordinary Shares upon exercise of any March 2025 Warrants when and as required, the Company was required to pay the holders of\nsuch March 2025 Warrants an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to\nsuch holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders\nin writing as in effect at any time during the period beginning on the applicable exercise date and ending on the date that the shares\nwere delivered. In addition, the March 2025 Warrants provided that if any holder conducted a Buy-In (as defined in the March 2025 Warrants)\nupon failure to deliver any Class A Ordinary Shares issuable upon exercise when and as required, the Company would be required to pay\nsuch holder the Buy-In Payment Amount (as defined in the March 2025 Warrants).

March\n2025 Registration Rights Agreement

Under\nthe March 2025 Registration Rights Agreement, the Company agreed to register the resale of the March 2025 Registrable Securities, which\nwas the number of Class A Ordinary Shares equal to the product of 150% of the aggregate original principal amount of $1,300,000 outstanding\nunder the March 2025 Notes as of March 24, 2025, divided by the March 2025 Notes Alternate Conversion Price as of the time of determination.\nThe Company was required to file the Initial March 2025 Securities Registration Statement with the SEC within 45 calendar days after\nthe date of the closing under the February 2025 Securities Purchase Agreement and to have the Initial March 2025 Securities Registration\nStatement declared effective by the SEC within 90 days after the date of such closing. If the number of Class A Ordinary Shares registered\nfor resale on the Initial March 2025 Securities Registration Statement was deemed insufficient, the Company was required to file a new\nMarch 2025 Securities Registration Statement covering the deficient number within 15 days, taking into account any SEC staff position\nas to whether such March 2025 Securities Registration Statement would be permitted, and have such new Registration Statement declared\neffective within 90 days. The number of Class A Ordinary Shares registered for resale would be considered insufficient if at any time\nthe number of Class A Ordinary Shares available for resale under the applicable March 2025 Securities Registration Statement was less\nthan the product determined by multiplying (i) the March 2025 Registrable Securities as of such time by (ii) 0.90. Each March 2025 Securities\nRegistration Statement was required to remain effective and available for the resale of all securities required to be registered for\nresale until all such securities were resold or such securities could be resold without restriction pursuant to Rule 144.

Upon\na failure (a) to file a March 2025 Securities Registration Statement, (b) have a March 2025 Securities Registration Statement declared\neffective by the required date, (c) maintain the effectiveness of a March 2025 Securities Registration Statement, or (d) maintain the\navailability of the prospectus contained in a March 2025 Securities Registration Statement for use, then the Company was required to\npay each February 2025 Investor an amount in cash equal to 1% of the original principal amount under such February 2025 Investor’s\nMarch 2025 Note on the date of the failure, and every 30-day anniversary until the failure was cured.

The\nMarch 2025 Registration Rights Agreement also provided the February 2025 Investors certain piggyback registration rights if there was\nnot an effective March 2025 Securities Registration Statement covering all of the securities that must be registered under the March\n2025 Securities Registration Statement under the March 2025 Registration Rights Agreement.

The\nMarch 2025 Registration Rights Agreement also contained certain customary covenants and indemnification provisions.

January\n2025 Private Placement of Senior Convertible Notes and Warrants

On\nJanuary 10, 2025, the Company entered into the January 2025 Purchase Agreement with certain institutional investors (the “January\n2025 Investors”), pursuant to which the January 2025 Investors and the Company agreed to execute and deliver to the January 2025\nInvestors the January 2025 Notes in the aggregate original principal amount of $1,231,250 and an aggregate purchase price of $1,025,000,\nand the January 2025 Warrants to initially purchase an aggregate of 2,292,040 Class A Ordinary Shares. On the same date, the closing\nunder the January 2025 Purchase Agreement occurred. In satisfaction of the conditions to closing, on January 10, 2025, the Company entered\ninto a Registration Rights Agreement, dated as of January 10, 2025 (the “January 2025 Registration Rights Agreement”), with\nthe January 2025 Investors, and issued the January 2025 Notes and the January 2025 Warrants to the January 2025 Investors.

January\n2025 Purchase Agreement

The\nJanuary 2025 Purchase Agreement contained the following provisions:

Until\nthe earlier to occur of (a) the first date that the Class A Ordinary Shares underlying the January 2025 Notes and the January 2025 Warrants\nthat were required to be included on the initial registration statement of the Company filed under the Securities Act covering the January\n2025 Registrable Securities pursuant to the January 2025 Registration Rights Agreement (the “January 2025 Registrable Securities”)\nwas declared effective by the SEC (and each prospectus contained therein is available for use on such date) (the “Initial January\n2025 Securities Registration Statement”), and (b) the first date on which all of the January 2025 Registrable Securities were eligible\nto be resold by the January 2025 Investors pursuant to Rule 144 (or if a Current Public Information Failure occurred, the date such Current\nPublic Information Failure was cured) (the “January 2025 Securities Applicable Date”), and at any time thereafter while any\nregistration statement filed pursuant to the January 2025 Registration Rights Agreement (“January 2025 Securities Registration\nStatement”) was not effective or the prospectus contained therein was not available for use or any Current Public Information Failure\nexisted, the Company could not file a registration statement or offering statement under the Securities Act relating to securities that\nwere not the January 2025 Registrable Securities, other than certain amendments or supplements to outstanding effective registration\nstatements, registration statements on Form S-8, or a registration statement registering for resale Class A Ordinary Shares pursuant\nto a Permitted ELOC. Pursuant to the January/March 2025 Note Waivers, the filing of a registration statement on Form F-3 (or amendment\nor supplement thereto) pursuant to Rule 415(a)(6) under the Securities Act was not subject to this restriction.

Until\nthe 90^th trading day after the January 2025 Securities Applicable Date and at any time thereafter while any January 2025 Securities\nRegistration Statement was not effective or the prospectus contained therein was not available for use or any Current Public Information\nFailure existed (the “January 2025 Securities Restricted Period”), the Company could not directly or indirectly issue, offer,\nsell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right\nto purchase or other disposition of) any equity or debt security (a “January 2025 Securities Subsequent Placement”), subject\nto exceptions for a Permitted ELOC and certain customary exceptions. Pursuant to the February 2025 Securities Purchase Agreement, the\napplication of this prohibition was waived with respect to the transactions contemplated by the February 2025 Securities Purchase Agreement.

While\nany January 2025 Notes remained outstanding, the Company could not enter into a Variable Rate Transaction (as defined in the January\n2025 Purchase Agreement) other than a Permitted ELOC or a Permitted ATM (as defined in the January 2025 Purchase Agreement). Pursuant\nto the February 2025 Securities Purchase Agreement, the application of this prohibition was waived with respect to the transactions contemplated\nby the February 2025 Securities Purchase Agreement.

Until\nJuly 10, 2025, the January 2025 Investors had a right of first refusal as to 20% of any January 2025 Securities Subsequent Placement\nunder the January 2025 Purchase Agreement, based on the January 2025 Investors’ pro rata portion of the aggregate original principal\namount of the January 2025 Notes. Pursuant to the February 2025 Securities Purchase Agreement, the application of this right was waived\nwith respect to the transactions contemplated by the February 2025 Securities Purchase Agreement.

While\nany January 2025 Notes remained outstanding, the Company also could not (i) redeem or declare a dividend on any securities without prior\nwritten consent of the January 2025 Investors; or (ii) effect more than one reverse share split that would be required to maintain the\nCompany’s listing on Nasdaq without the prior written consent of the Required Holders.

While\nany of the January 2025 Notes or any of the January 2025 Warrants remained outstanding, the Company was required to reserve at least\n150% of the sum of the maximum number of Class A Ordinary Shares (x) into which the January 2025 Notes could be converted, assuming that\nthe January 2025 Notes were convertible at 80% of the lowest VWAP of the Class A Ordinary Shares during the five consecutive trading\ndays immediately prior to the date on which the Company received written notice of a conversion from a holder (the “January 2025\nNotes Alternate Conversion Price”) assuming an Alternate Conversion Date (as defined in the January 2025 Notes) as of such applicable\ndate of determination, and including interest through the date of maturity, and (y) issuable upon exercise of the January 2025 Warrants.

In\naddition, the January 2025 Purchase Agreement provided that on or before February 9, 2025, unless extended with the Required Holders’\nwritten consent, the Company was required to obtain the consent of the assignee of the Lead Holder (as defined in the November 2023 Subscription\nAgreement) to the transactions contemplated by the January 2025 Purchase Agreement and the specified transaction documents.

The\nJanuary 2025 Purchase Agreement provided that the Company would reimburse the lead January 2025 Investor a non-accountable amount of\n$75,000 for costs and expenses in connection with the transaction, including reasonable legal fees.

The\nJanuary 2025 Purchase Agreement provided that the Company could not disclose any material non-public information regarding the Company\nto any of the January 2025 Investors without its prior written consent.

The\nJanuary 2025 Purchase Agreement also contained customary closing conditions, representations and warranties, covenants, indemnification\nprovisions, and termination provisions.

January\n2025 Notes

General.\nThree of the January 2025 Notes were issued in the aggregate original principal amount of $796,875 with an original issue discount of\n20% for an aggregate purchase price of $637,500, and one of the January 2025 Notes was issued in the original principal amount of $434,375\nwith an original issue discount of approximately 10.79% for a purchase price of $387,500. On the date of the maturity of the January\n2025 Notes, the Company was required to pay to the holders an amount in cash representing 100% of all outstanding principal, accrued\nand unpaid interest and unpaid late charges. The January 2025 Notes were convertible into Class A Ordinary Shares at any time at the\noption of the holders and, with respect to interest payments where certain conditions are met, by the Company, and were also subject\nto certain redemption rights of the holders and the Company, as described further below. Other than as described below, the Company generally\ncould not prepay any portion of outstanding principal, accrued and unpaid interest or accrued and unpaid late charges under the January\n2025 Notes.

Ranking.\nAll payments due under the January 2025 Notes were senior to all other indebtedness of the Company, other than certain existing and other\npermitted debts.

Maturity\nDate. Unless converted or redeemed, the January 2025 Notes would mature on July 10, 2026, subject to the holder’s right to\nextend such date in certain circumstances.

Interest\nRate. The January 2025 Notes accrued interest at an annual rate equal to 8% per annum which was payable monthly in securities of\nthe Company subject to the conditions described below, or, at the Company’s option, in cash. Upon an event of default under the\nJanuary 2025 Notes, the interest rate increased to 22% per annum until such default was cured.

Late\nCharges. The Company was required to pay late charges of 18% per annum on any amount of principal or other amounts that are not paid\nwhen due.

Conversion\nat Option of Holder. At any time after issuance, all amounts due under the January 2025 Notes were convertible at any time, in whole\nor in part, at the holder’s option, into Class A Ordinary Shares at a price of $19.565 per share, subject to proportional adjustment\nupon the occurrence of any share split, share dividend, share combination or similar transaction (the “January 2025 Notes Conversion\nPrice”). Upon a holder’s conversion of a January 2025 Note, the amount of Class A Ordinary Shares into which such January\n2025 Note was convertible was equal to the principal amount to be converted under such January 2025 Note plus any accrued and unpaid\ninterest, and accrued and unpaid late charges on such principal and interest, if any.

Alternate\nOptional Conversion. From and after the occurrence of an event of default, a holder could alternatively elect to convert (a “January\n2025 Notes Alternate Optional Conversion”) such holder’s January 2025 Notes into an amount of Class A Ordinary Shares equal\nto 115% of the converted dollar amount at the January 2025 Notes Alternate Conversion Price, which would be equal to the lowest of (a)\nthe January 2025 Notes Conversion Price then in effect; and (b) the greater of (x) a floor price initially equal to $3.913, as adjusted\nto equal 20% of the lower of the closing price or the average closing price for the five consecutive trading days immediately prior to\nevery six-month anniversary of the issuance date of the January 2025 Notes (the “January 2025 Notes Floor Price”), and (y)\n80% of the lowest VWAP of the Class A Ordinary Shares during the five consecutive trading days immediately prior to the date on which\nthe Company received written notice of such conversion from such holder.

Conversion\nof Interest at Option of Company. For each required payment of interest, the Company could pay such interest by converting the interest\namount and issuing a number of Class A Ordinary Shares (a “January 2025 Notes Interest Conversion”) equal to the interest\namount multiplied by a price equal to the lower of (i) the applicable January 2025 Notes Conversion Price as in effect, and (ii) the\ngreater of (x) the January 2025 Notes Floor Price then in effect and (y) 90% of the lowest VWAP of the Class A Ordinary Shares during\nthe seven consecutive trading days ending and including the trading day immediately preceding the applicable interest date (the “January\n2025 Notes Interest Conversion Price”), so long as there was no Equity Conditions Failure (as defined in the January 2025 Notes).

Limitations\non Conversion. The January 2025 Note holders did not have the right to convert any portion of any January 2025 Note to the extent\nthat, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of\nthe January/March 2025 Securities Maximum Percentage of Class A Ordinary Shares outstanding immediately after giving effect to such conversion.\nThe January/March 2025 Securities Maximum Percentage could be raised or lowered to any other percentage not in excess of 9.99%, at the\noption of each holder, provided that any increase would only be effective upon 61 days’ prior written notice to the Company.

Distribution\nParticipation Rights. If the Company issued options, convertible securities, warrants, shares, or similar securities or distributed\nassets pro rata to holders of the Class A Ordinary Shares, each of the January 2025 Note holders had the right to acquire the same as\nif such holder had converted such holder’s January 2025 Notes in full, except that to the extent that such acquisition would result\nin such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to such holder would\nbe held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to be exceeded.

Floor\nPrice Adjustment Payment. If the January 2025 Notes Floor Price was applicable to a January 2025 Notes Alternate Optional Conversion\nor a January 2025 Notes Interest Conversion, the Company was required to pay the respective holder an amount in cash equal to the product\nof (x) the higher of (i) the highest price of the Class A Ordinary Shares on the trading day before the conversion and (ii) the applicable\nJanuary 2025 Notes Alternate Conversion Price or January 2025 Notes Interest Conversion Price and (y) the difference obtained by subtracting\n(I) the number of Class A Ordinary Shares to be issued with respect to such January 2025 Notes Alternate Optional Conversion or January\n2025 Notes Interest Conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount or amount of interest\nby (y) the applicable January 2025 Notes Alternate Conversion Price or January 2025 Notes Interest Conversion Price without giving effect\nto the portion of the January 2025 Notes Alternate Conversion Price or the January 2025 Notes Interest Conversion Price, as applicable,\nrelating to the January 2025 Notes Floor Price.

Antidilution\nRights. The January 2025 Notes had full-ratchet antidilution rights, i.e., the January 2025 Notes Conversion Price would be reduced\nto equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided\nfor in the January 2025 Notes. Under the January/March 2025 Note Waivers, these antidilution rights did not apply to Class A Ordinary\nShares sold under the Waived ATM, or that are issued upon conversion of the March 2025 Notes or exercise of the March 2025 Warrants.\nThe conversion price formulas and number of shares issuable upon conversion of the January 2025 Notes would also be proportionately adjusted\nfor any share split or reverse share split or similar event.

Share\nSplit Adjustments. Upon any share split or reverse share split or similar event, the January 2025 Notes Conversion Price would be\nreduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the\nfive trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the\ntrading day immediately preceding the 16th trading day after such event, divided by five.

Applicable\nDate Adjustments. On the 90th calendar day after the January 2025 Securities Applicable Date, the January 2025 Notes Conversion Price\nwould be reduced to equal the lower of (i) the applicable January 2025 Notes Conversion Price as in effect on the applicable adjustment\ndate, and (ii) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares\nduring the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

Company\nOptional Redemption. At any time, the Company could redeem in cash all, but not less than all, of the January 2025 Notes at a 15%\nredemption premium to the greater of (a) the amount then outstanding under the January 2025 Notes, and (b) the product of (1) the quotient\nof (A) the amount outstanding divided by (b) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest\nclosing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding the\nredemption date and ending on the trading day immediately prior to the date the Company made the entire redemption payment.

Change\nof Control Redemption. Upon a Change of Control (as defined in the January 2025 Notes), the holder of any January 2025 Note could\nrequire the Company to redeem in cash all, or any portion, of such January 2025 Note at a 15% redemption premium to the greater of (a)\nthe amount being redeemed, (b) the product of (x) the amount being redeemed multiplied by (y) the quotient determined by dividing (I)\nthe greatest closing sale price of the Class A Ordinary Shares during the period beginning on the date immediately preceding the earlier\nto occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending\non the date of such holder’s Change of Control redemption notice by (II) the January 2025 Notes Conversion Price then in effect,\nand (c) the product of (x) the amount being redeemed multiplied by (y) the quotient of (I) the aggregate cash consideration and the aggregate\ncash value of any non-cash consideration per Class A Ordinary Share to be paid to the holders of the Class A Ordinary Shares upon consummation\nof such Change of Control (any such non-cash consideration constituting publicly-traded securities to be valued at the highest of the\nclosing sale price of such securities as of the trading day immediately prior to the consummation of such Change of Control, the closing\nsale price of such securities on the trading day immediately following the public announcement of such proposed Change of Control and\nthe closing sale price of such securities on the trading day immediately prior to the public announcement of such proposed Change of\nControl) divided by (II) the January 2025 Notes Conversion Price then in effect.

Subsequent\nPlacement Optional Redemption and Exchange Rights. Upon the occurrence of a January 2025 Securities Subsequent Placement, subject\nto certain customary exceptions, the holder of any January 2025 Note could require the Company to redeem such January 2025 Note, in whole\nor in part, using the Holder Pro Rata Amount (as defined in the January 2025 Notes) of 25% (or, if such January 2025 Securities Subsequent\nPlacement included sales during the January 2025 Securities Restricted Period of securities pursuant to any at-the-market offering, 30%,\nexcept as provided under the January/March 2025 Note Waivers, as described below) of the gross proceeds of such January 2025 Securities\nSubsequent Placement (the “January 2025 Securities Subsequent Placement Optional Redemption Right”). Upon exercise of the\nJanuary 2025 Securities Subsequent Placement Optional Redemption Right, the Company was required to pay in cash at a price equal to 115%\nof the greater of (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by\n(b) the January 2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A\nOrdinary Shares on any trading day during the period commencing on the date immediately preceding notice of the redemption and ending\non the trading day immediately prior to the date the Company made the entire required payment.

In\naddition, at the option of the holders of the January 2025 Notes, the Company was required to permit each of such holders to participate\nin the January 2025 Securities Subsequent Placement by exchanging all or any part of such holder’s January 2025 Notes against the\npurchase price of the securities offered in the January 2025 Securities Subsequent Placement up to the January 2025 Securities Subsequent\nPlacement redemption amount that would otherwise be paid to such holder (the “January 2025 Securities Subsequent Placement Exchange\nRight”). The aggregate amount of the securities to be issued to such holder in such exchange would be equal to 120% of the greater\nof (i) the amount being redeemed and (ii) the product of (1) the quotient of (A) the amount being redeemed divided by (b) the January\n2025 Notes Alternate Conversion Price then in effect multiplied by (2) the greatest closing sale price of the Class A Ordinary Shares\non any trading day during the period commencing on the date immediately preceding notice of the redemption and ending on the trading\nday immediately prior to the consummation of such January 2025 Securities Subsequent Placement.

The\nJanuary/March 2025 Note Waivers provided that the January 2025 Securities Subsequent Placement Optional Redemption Right and the January\n2025 Securities Subsequent Placement Exchange Right would be waived with respect to the Waived ATM, and instead provided that 25% of\nthe gross proceeds from any sale of securities pursuant to the Waived ATM must be used to redeem each of the January 2025 Notes at a\npremium of 120%.

Asset\nSale Redemption. Upon the occurrence of certain asset sales, the holder of any January 2025 Note could require the Company to redeem\nsuch January 2025 Note, in whole or in part, using the Holder Pro Rata Amount of 25% of the net proceeds from such asset sale. Upon such\nredemption, the Company must pay in cash at a price equal to 115% of the greater of (i) the amount being redeemed and (ii) the product\nof (1) the quotient of (A) the amount being redeemed divided by (B) the January 2025 Notes Alternate Conversion Price then in effect\nmultiplied by (2) the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the\ndate immediately preceding notice of the redemption and ending on the trading day immediately prior to the date the Company made the\nentire required payment.

Event\nof Default Redemption. Upon any event of default, each holder could require the Company to redeem in cash all or any portion of the\namounts due under such holder’s January 2025 Notes at a price equal to the greater of (i) the product of (A) the amount to be redeemed\nmultiplied by (B) 115% and (ii) the product of (X) the quotient of (a) the amount to be redeemed divided by (b) the January 2025 Notes\nAlternate Conversion Price then in effect multiplied by (Y) the product of (1) 115% multiplied by (2) the greatest closing sale price\nof the Class A Ordinary Shares on any trading day during the period commencing on the date immediately preceding such event of default\nand ending on the date the Company made the entire payment.

Redemption\nPayment Failure. In the event of a redemption by any holder of the January 2025 Notes and the Company does not pay the applicable\nredemption price to such holder within the time period required, at any time thereafter and until the Company paid such unpaid redemption\nprice in full, such holder had the option, in lieu of redemption, to require the Company to promptly return to such holder all or any\nportion of such January 2025 Notes representing the amount that was submitted for redemption and for which the applicable redemption\nprice (together with any late charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable\nredemption notice would be null and void with respect to such redemption amount, (y) the Company was required to immediately return such\nJanuary 2025 Notes, or issue new notes to such holder, and in each case the principal amount of such January 2025 Notes or such new notes\nwas to be increased by an amount equal to the difference between (1) the applicable redemption price (as adjusted, if applicable) minus\n(2) the principal portion of the amount submitted for redemption and (z) the January 2025 Notes Conversion Price would be automatically\nadjusted with respect to each conversion effected thereafter by such holder to the lowest of (A) the January 2025 Notes Conversion Price\nas in effect on the date on which the applicable redemption notice was voided, (B) the greater of (i) the January 2025 Notes Floor Price\nthen in effect and (ii) 75% of the lowest closing bid price of the Class A Ordinary Shares during the period beginning on and including\nthe date on which the applicable redemption notice is delivered to the Company and ending on and including the date on which the applicable\nredemption notice was voided and (C) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) 75% of the quotient\nof (I) the sum of the five lowest VWAPs of the Class A Ordinary Shares during the 20 consecutive trading days ending and including the\napplicable conversion date, divided by (II) five.

Certain\nCovenants; Reservation of Shares. While any January 2025 Notes were outstanding, the Company could not incur or guarantee any debts\nor liens, pay cash dividends or effect redemptions on its shares, make certain asset sales, or change the nature of its business, and\nwas required to comply with certain other customary covenants. In addition, the Company was required to reserve at least 150% of the\nnumber of Class A Ordinary Shares into which the January 2025 Notes may be converted, assuming conversion by way of a January 2025 Notes\nAlternate Optional Conversion.

Fundamental\nTransactions. The Company could not enter into a Fundamental Transaction (as defined in the January 2025 Notes) unless the successor\nentity assumed all obligations of the Company under the January 2025 Notes and specified transaction documents. Prior to the occurrence\nof a Fundamental Transaction, the January 2025 Note holders had the right to (i) in addition to the Class A Ordinary Shares receivable\nupon any conversion, such securities or other assets to which such holders would have been entitled with respect to such Class A Ordinary\nShares had such Class A Ordinary Shares been held by such holders upon the consummation of such Fundamental Transaction (without taking\ninto account any limitations or restrictions on the convertibility of the January 2025 Notes), if any, or (ii) in lieu of the Class A\nOrdinary Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Class A Ordinary\nShares in connection with the consummation of such Fundamental Transaction, if any, in such amounts as such holders would have been entitled\nto receive had the January 2025 Notes initially been issued with conversion rights for the form of such consideration (as opposed to\nClass A Ordinary Shares) at a conversion rate for such consideration commensurate with the number of Class A Ordinary Shares issuable\nupon conversion of the conversion amount by the January 2025 Notes Conversion Price.

Penalty\nfor Late Delivery of Shares Upon Conversion; Buy-In Payments. The January 2025 Notes provided that if the Company failed to deliver\nClass A Ordinary Shares upon conversion of any January 2025 Notes when and as required, the Company was required to pay the holders of\nsuch January 2025 Notes an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered to\nsuch holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders\nin writing as in effect at any time during the period beginning on the applicable conversion date and ending on the date that the shares\nwere delivered. In addition, the January 2025 Notes provided that if any holder conducted a Buy-In (as defined in the January 2025 Notes)\nupon failure to deliver any Class A Ordinary Shares issuable upon conversion when and as required, the Company would be required to pay\nsuch holder the Buy-In Payment Amount (as defined in the January 2025 Notes).

January\n2025 Warrants

Exercise\nPrice. The January 2025 Warrants were initially exercisable for cash at an exercise price equal to $19.565 per Class A Ordinary Share\n(the “January 2025 Warrants Exercise Price”), subject to adjustment as set forth therein.

Antidilution\nRights. The January 2025 Warrants had full-ratchet antidilution rights, i.e., the January 2025 Warrants Exercise Price would be reduced\nto equal any lower price per share of any securities issued by the Company, subject to certain customary exceptions, in the manner provided\nfor in the January 2025 Warrants. Under the January/March 2025 Note Waivers, these antidilution rights did not apply to Class A Ordinary\nShares sold under the Waived ATM. The exercise price formulas and number of shares issuable upon exercise of the January 2025 Warrants\nwould also be proportionately adjusted for any share split or reverse share split or similar event.

Share\nSplit Adjustments. Upon any share split or reverse share split or similar event, the January 2025 Warrants Exercise Price would be\nreduced to a price equal to the quotient determined by dividing (x) the sum of the VWAP of the Class A Ordinary Shares for each of the\nfive trading days with the lowest VWAP of the Class A Ordinary Shares during the 15 consecutive trading days ending and including the\ntrading day immediately preceding the 16th trading day after such event, divided by five.

Applicable\nDate Adjustments. On the 90th calendar day after each January 2025 Securities Applicable Date, the January 2025 Warrants Exercise\nPrice would be reduced to equal the lower of (i) the applicable January 2025 Warrants Exercise Price as in effect on the applicable adjustment\ndate, and (ii) the greater of (x) the January 2025 Notes Floor Price then in effect and (y) the lowest VWAP of the Class A Ordinary Shares\nduring the 20 consecutive trading days ending and including the trading day immediately preceding the applicable adjustment date.

Number\nof Warrant Shares Adjustment. In the event of any adjustment to the January 2025 Warrants Exercise Price, the number of Class A Ordinary\nShares issuable upon the exercise of the January 2025 Warrants would also be adjusted so that the aggregate January 2025 Warrants Exercise\nPrice would be the same immediately before and immediately after any such adjustment.

Exercise\nPeriod. The January 2025 Warrants were exercisable beginning on the issuance date of the January 2025 Warrants and expiring on the\nthird anniversary of the issuance date.

Cashless\nExercise. If at the time of exercise of any January 2025 Warrant, there was no effective registration statement registering the Class\nA Ordinary Shares underlying the January 2025 Warrants, such January 2025 Warrant could be exercised on a cashless basis pursuant to\nits terms.

Limitations\non Exercise. The January 2025 Warrant holders did not have the right to exercise any portion of any January 2025 Warrant to the extent\nthat, after giving effect to such exercise, such holder (together with certain related parties) would beneficially own in excess of the\nJanuary/March 2025 Securities Maximum Percentage after giving effect to such exercise. The January/March 2025 Securities Maximum Percentage\ncould be raised or lowered to any percentage not in excess of 9.99%, at the option of such holder, provided that any increase would only\nbe effective upon 61 days’ prior written notice to the Company.

Distribution\nParticipation Rights. If the Company issued options, convertible securities, warrants, shares, or similar securities or distributes\nassets pro rata to holders of the Class A Ordinary Shares, each of the January 2025 Warrant holders would have the right to acquire the\nsame as if such holder had exercised such holder’s January 2025 Warrants in full, except that to the extent that such acquisition\nwould result in such holder exceeding the January/March 2025 Securities Maximum Percentage, the securities or assets distribution to\nsuch holder would be held in abeyance until such distribution would not cause the January/March 2025 Securities Maximum Percentage to\nbe exceeded.

Reservation\nof Shares. While any January 2025 Warrants were outstanding, the Company was required to reserve at least 150% of the maximum number\nof Class A Ordinary Shares as would be necessary to satisfy the Company’s obligation to issue Class A Ordinary Shares under the\nJanuary 2025 Warrants.

Fundamental\nTransactions. The Company could not enter into a Fundamental Transaction (as defined in the January 2025 Warrants) unless the successor\nentity assumed all obligations of the Company under the January 2025 Warrants and specified transaction documents. Upon a Fundamental\nTransaction, the January 2025 Warrant holders would thereafter have the right to receive upon an exercise such shares, securities, cash,\nassets or any other property which such holders would have been entitled to receive upon the happening of the Fundamental Transaction\nhad such holders’ January 2025 Warrants been exercised immediately prior to the Fundamental Transaction, if any.

Change\nof Control Redemption Rights. Upon the occurrence or public disclosure of a Change of Control (as defined in the January 2025 Warrants),\neach of the January 2025 Warrant holders had the right to require the Company to repurchase the unexercised portion of such holder’s\nJanuary 2025 Warrants for an amount of cash based on an option pricing model reasonably acceptable to such holder and the Company.

Penalty\nfor Late Delivery of Shares Upon Exercise; Buy-In Payments. The January 2025 Warrants provided that if the Company failed to deliver\nClass A Ordinary Shares upon exercise of any January 2025 Warrants when and as required, the Company was required to pay the holders\nof such January 2025 Warrants an amount equal to 2% of the product of (A) the sum of the number of Class A Ordinary Shares not delivered\nto such holders by the required delivery date, multiplied by (B) any trading price of the Class A Ordinary Shares selected by such holders\nin writing as in effect at any time during the period beginning on the applicable exercise date and ending on the date that the shares\nwere delivered. In addition, the January 2025 Warrants provided that if any holder conducted a Buy-In (as defined in the January 2025\nWarrants) upon failure to deliver any Class A Ordinary Shares issuable upon exercise when and as required, the Company would be required\nto pay such holder the Buy-In Payment Amount (as defined in the January 2025 Warrants).

January\n2025 Registration Rights Agreement

Under\nthe January 2025 Registration Rights Agreement, the Company agreed to register the resale of the January 2025 Registrable Securities,\nwhich was the number of Class A Ordinary Shares equal to the product of 150% of the aggregate original principal amount of $1,231,250\noutstanding under the January 2025 Notes, divided by the January 2025 Notes Alternate Conversion Price as of the time of determination.\nThe Company was initially required to file the Initial January 2025 Securities Registration Statement with the SEC within 45 calendar\ndays after the date of the closing under the January 2025 Purchase Agreement and to have the Initial January 2025 Securities Registration\nStatement declared effective by the SEC within 90 days after the date of such closing. Pursuant to the February 2025 Securities Purchase\nAgreement, this requirement was waived in part such that the Initial January 2025 Securities Registration Statement was required to be\nfiled no later than March 30, 2025, and declared effective by the SEC no later than 90 days after the date of the closing under the February\n2025 Securities Purchase Agreement. If the number of Class A Ordinary Shares registered for resale on the Initial January 2025 Securities\nRegistration Statement was deemed insufficient, the Company was required to file a new January 2025 Securities Registration Statement\ncovering the deficient number within 15 days, taking into account any SEC staff position as to whether such January 2025 Securities Registration\nStatement would be permitted, and have such new Registration Statement declared effective within 90 days. The number of Class A Ordinary\nShares registered for resale would be considered insufficient if at any time the number of Class A Ordinary Shares available for resale\nunder the applicable January 2025 Securities Registration Statement was less than the product determined by multiplying (i) the January\n2025 Registrable Securities as of such time by (ii) 0.90. Each January 2025 Securities Registration Statement was required to remain\neffective and available for the resale of all securities required to be registered for resale until all such securities were resold or\nsuch securities could be resold without restriction pursuant to Rule 144.

Upon\na failure (a) to file a January 2025 Securities Registration Statement, (b) have a January 2025 Securities Registration Statement declared\neffective by the required date, (c) maintain the effectiveness of a January 2025 Securities Registration Statement, or (d) maintain the\navailability of the prospectus contained in a January 2025 Securities Registration Statement for use, then the Company was required to\npay each January 2025 Investor an amount in cash equal to 1% of the original principal amount under such January 2025 Investor’s\nJanuary 2025 Note on the date of the failure, and every 30-day anniversary until the failure was cured.

The\nJanuary 2025 Registration Rights Agreement also provided the January 2025 Investors certain piggyback registration rights if there was\nnot an effective January 2025 Securities Registration Statement covering all of the securities that must be registered under the January\n2025 Securities Registration Statement under the January 2025 Registration Rights Agreement.

The\nJanuary 2025 Registration Rights Agreement also contained certain customary covenants and indemnification provisions.

Conversion\nof January 2025 Notes and March 2025 Notes

On\nJuly 22, 2025, the holders of the January 2025 Notes and the March 2025 Notes submitted conversion notices to convert the entire aggregate\noutstanding balance of $2,531,259 into an aggregate of 545,714 Class A Ordinary Shares at a conversion price per share of $4.65. The\nconversion price per share was based on the investors’ interpretation of the application of a conversion price adjustment provision\nin the January 2025 Notes and the March 2025 Notes to the Company’s one-for-35 share consolidation of the Class A Ordinary Shares,\nwhich became legally effective at 5:00 PM Eastern Time on July 11, 2025. Pursuant to such conversion notices, the Company issued an aggregate\nof 492,714 Class A Ordinary Shares, and held 53,000 Class A Ordinary Shares in abeyance pending the filing of a prospectus supplement\nto the Company’s prospectus dated June 12, 2025 relating to the offer and sale of the Class A Ordinary Shares underlying the January\n2025 Notes and the March 2025 Notes (Registration No. 333-286198) to reflect the purchase of one of the January 2025 Notes from one of\nthe January 2025 Investors by another January 2025 Investor.

July\n2025 Private Placement

On\nJuly 22, 2025, the Company entered into a Securities Purchase Agreement, dated as of July 22, 2025 (the “July 2025 Securities Purchase\nAgreement”), with certain investors (the “July 2025 Investors”), pursuant to which the Company agreed to issue and\nsell the following securities to the July 2025 Investors: (i) an aggregate of 269,459 Class A Ordinary Shares, (ii) pre-funded warrants\nto purchase an aggregate of 541,706 Class A Ordinary Shares at an exercise price of $0.0035 per share (the “July 2025 Pre-Funded\nWarrants”), (iii) warrants to purchase an aggregate of 1,622,330 Class A Ordinary Shares at an exercise price of $4.926 per share\n(the “July 2025 Market Price Warrants”), and (iv) warrants to purchase an aggregate of 811,165 Class A Ordinary Shares at\nan exercise price of $9.852 per share (the “200% Warrants” and together with the July 2025 Pre-Funded Warrants and the July\n2025 Market Price Warrants, the “July 2025 Warrants”), for aggregate gross proceeds of $4,300,000.

The\nJuly 2025 Pre-Funded Warrants were exercisable immediately and could be exercised at any time until all of the July 2025 Pre-Funded Warrants\nwere exercised in full, subject to the beneficial ownership limitation described below. The July 2025 Market Price Warrants and the 200%\nWarrants were exercisable immediately and had a term of exercise equal to three years from the date of the closing under the July 2025\nSecurities Purchase Agreement (the “July 2025 Closing Date”), subject to the beneficial ownership limitation described below.

The\nJuly 2025 Warrants could only be exercised on a cashless basis if there was no registration statement registering, or the prospectus\ncontained therein was not available for, the resale of the Class A Ordinary Shares underlying the July 2025 Warrants. A July 2025 Warrant\ncould not be exercised to the extent that such exercise would result in the number of Class A Ordinary Shares beneficially owned by the\nholder and its affiliates exceeding 4.99%, or, if elected by the holder upon 61 days’ notice, 9.99%, of the total number of Class\nA Ordinary Shares outstanding immediately after giving effect to the exercise.

The\nJuly 2025 Securities Purchase Agreement required the Company to use the net proceeds from the sale of the Class A Ordinary Shares and\nthe July 2025 Warrants under the July 2025 Securities Purchase Agreement to repay in full any indebtedness owed pursuant to each of the\nJanuary 2025 Notes and the March 2025 Notes). Any balance remaining was required to be used for general corporate and working capital\npurposes and to pay any fees and expenses in connection with the transactions contemplated by the July 2025 Securities Purchase Agreement.

The\nJuly 2025 Securities Purchase Agreement required that prior to closing, the Company must obtain (i) a written waiver from each holder\nof the January 2025 Notes and the March 2025 Notes of any participation rights, pre-emptive rights, or similar rights that would otherwise\napply to the transactions contemplated under the July 2025 Securities Purchase Agreement, and (ii) an acknowledgment from each holder\nof the January 2025 Notes and the March 2025 Notes that the antidilution provisions contained in any outstanding Company warrants held\nby each holder of the January 2025 Notes and the March 2025 Notes shall not be applicable to the transactions contemplated under the\nJuly 2025 Securities Purchase Agreement. The July 2025 Securities Purchase Agreement also contained customary closing conditions.

In\naddition, the Company was required to file a registration statement with the SEC within 15 days following the July 2025 Closing Date\nto register the resale of the Class A Ordinary Shares and Class A Ordinary Shares issuable upon exercise of the July 2025 Warrants, and\nto use commercially reasonable efforts to have such registration statement declared effective by the SEC as promptly as practicable,\nand no later than 90 calendar days following the July 2025 Closing Date. The Company will be required to maintain the effectiveness of\nsuch registration statement for so long as any Class A Ordinary Shares issued pursuant to the July 2025 Securities Purchase Agreement\nremain outstanding or issuable pursuant to the July 2025 Warrants and are not freely tradable without restriction under Rule 144 promulgated\nunder the Securities Act. The Company will be responsible for all fees and expenses incurred in connection with such registration requirements.

The\nJuly 2025 Securities Purchase Agreement contains customary representations, warranties, covenants, and indemnification obligations of\nthe contracting parties. These representations, warranties and covenants were made only for purposes of the July 2025 Securities Purchase\nAgreement and as of specific dates, were solely for the benefit of the contracting parties and may be subject to limitations agreed upon\nby the contracting parties.

Notes\nRedemption, Warrants Cancellation and Exchange, Limited Waiver, Consent and Release Agreement

In\nconnection with the July 2025 Securities Purchase Agreement, on July 22, 2025, the Company entered into a Notes Redemption, Warrants\nCancellation and Exchange, Limited Waiver, Consent and Release Agreement, dated as of July 22, 2025 (collectively, the “Redemption\nAgreements”), between the Company and each of the January 2025 Investors and March 2025 Investors. Pursuant to the Redemption Agreements,\nthe Company agreed to redeem each of the January 2025 Notes and March 2025 Notes, to the extent not previously converted or repaid, upon\nor within one business day after the closing under the July 2025 Securities Purchase Agreement. The Redemption Agreement provided that\nupon receipt of the redemption price, the January 2025 Investors and March 2025 Investors must surrender the January 2025 Notes and March\n2025 Notes for cancellation, and all rights and obligations under the January 2025 Notes and March 2025 Notes will terminate. As a result\nof the prior conversion in full of the January 2025 Notes and March 2025 Notes on or around July 22, 2025, no indebtedness remained under\nthe January 2025 Notes and March 2025 Notes, and the redemption price under the Redemption Agreements was $0.

The\nRedemption Agreements further provided for the cancellation of each of the January 2025 Warrants and March 2025 Warrants, and the exchange\nof the January 2025 Warrants and March 2025 Warrants for new warrants to purchase Class A Ordinary Shares (the “Replacement July\n2025 Warrants”), pursuant to Section 3(a)(9) under the Securities Act. The Replacement July 2025 Warrants may be exercised to purchase\n294,658 Class A Ordinary Shares in aggregate, and will expire on the same date that the respective January 2025 Warrants and March 2025\nWarrants expired, which will be either January 10, 2028 or March 3, 2028, as set forth on Schedule A to the Redemption Agreements. The\nReplacement July 2025 Warrants may be exercised as a Cashless Exercise (as defined in the Replacement July 2025 Warrants) only if a registration\nstatement covering the resale of the Class A Ordinary Shares issuable upon exercise of the Replacement July 2025 Warrants is not effective\nor the prospectus contained therein is not available for use. Each holder of the Replacement July 2025 Warrants shall not have the right\nto exercise any portion of any Replacement July 2025 Warrants to the extent that, after giving effect to such exercise, such holder (together\nwith certain related parties) would beneficially own in excess of 4.99% after giving effect to such exercise. Such percentage may be\nraised or lowered to any percentage not in excess of 9.99%, at the option of such holder, provided that any increase will only be effective\nupon 61 days’ prior written notice to the Company.

Additionally,\nthe January 2025 Investors and March 2025 Investors waived and released claims relating to certain rights, restrictions, and conditions\nunder the January 2025 Securities Purchase Agreement and the February 2025 Securities Purchase Agreement, with respect to any Subsequent\nPlacements (as defined in the January 2025 Securities Purchase Agreement and the February 2025 Securities Purchase Agreement), redemptions,\ncash dividends, share splits, reverse share splits, and any other subsequent transactions of the Company, and omissions from performing\nany remaining post-closing conditions under the January 2025 Securities Purchase Agreement and the February 2025 Securities Purchase\nAgreement, without being subject to any price-based antidilution adjustments, resets, or similar effects, participation rights, or cash\npayment requirements upon changes of control, including any change of control redemption rights (the “2025 Notes Waived Matters”).\nIn addition, the January 2025 Investors and March 2025 Investors waived and released claims relating to the requirement for the Company\nto make certain payments from proceeds of the Company’s at-the-market offering under the January/March 2025 Note Waivers.

December\n2025 Warrant Exchange Agreement

On\nDecember 5, 2025, the Company entered into a Warrants Cancellation and Exchange Agreement, dated as of December 5, 2025 (the “Warrant\nExchange Agreement”), between the Company and each of the July 2025 Investors. The Warrant Exchange Agreement provides for (i)\nthe surrender and cancellation of each of the July 2025 Pre-Funded Warrants, the July 2025 Pre-Funded Warrants, the July 2025 Market\nPrice Warrants and the July 2025 200% Price Warrants, and (ii) the exchange of the July 2025 Warrants for new warrants (collectively,\nthe “December 2025 Warrants”) to purchase Class A Ordinary Shares pursuant to Section 3(a)(9) under the Securities Act of\n1933, as amended.

The\nDecember 2025 Warrants consist of the following: (i) pre-funded warrants to purchase an aggregate of 475,267 Class A Ordinary Shares\nat an exercise price of $0.0035 per share (the “December 2025 Pre-Funded Warrants”), (ii) warrants to purchase an aggregate\nof 1,622,330 Class A Ordinary Shares at an exercise price of $3.50 per share (the “$3.50 Warrants”), and (ii) warrants to\npurchase an aggregate of 811,165 Class A Ordinary Shares at an exercise price of $5.00 per share (the “$5.00 Warrants”).\nEach of the December 2025 Pre-Funded Warrants was issued in exchange for the respective July 2025 Investor’s Old Pre-funded Warrant;\neach of the $3.50 Warrants was issued in exchange for the respective July 2025 Investor’s Market Price Warrant; and each of the\n$5.00 Warrants was issued in exchange for the respective July 2025 Investor’s $9.852 Warrant. Each of the December 2025 Warrants\nis exercisable for the same number of Class A Ordinary Shares as the respective July 2025 Warrants.

The\n$3.50 Warrants and the 5.00 Warrants may be exercised until July 28, 2025, which is the same date that the $4.926 Warrants and the $9.852\nWarrants would have terminated; and the December 2025 Pre-Funded Warrants, like the Pre-Funded Warrants, may be exercised until exercised\nin full. Like the July 2025 Warrants, each of the December 2025 Warrants may not be exercised to the extent that, after giving effect\nto such exercise, its holder (together with any of its affiliates) would beneficially own in excess of 4.99% of Class A Ordinary Shares\noutstanding immediately after giving effect to such exercise. This beneficial ownership limitation may be raised or lowered to any other\npercentage not in excess of 9.99%, at the option of each holder, provided that any increase will only be effective upon 61 days’\nprior written notice to the Company. The exercise prices of the December 2025 Warrants are subject to customary adjustments.

Each\nof the $3.50 Warrants and the $5.00 Warrants may be exercised to purchase pre-funded warrants in lieu of Class A Common Shares at the\napplicable exercise price less $0.0035 per Class A Ordinary Share. The December 2025 Warrants may not be exercised on a cashless exercise\nbasis. The December 2025 Warrants do not contain certain provisions requiring payments to the July 2025 Investors for failure to deliver\nClass A Ordinary Shares within a certain period upon exercise of the December 2025 Warrants. In addition, certain provisions providing\ncertain other rights to the July 2025 Investors that were contained in the July 2025 Warrants are omitted from or reduced in the December\n2025 Warrants.

May\n2024 Convertible Note

On\nNovember 21, 2023, the Company entered into the November 2023 Subscription Agreement, pursuant to which the November 2023 Investors agreed\nto subscribe for convertible promissory notes in the aggregate principal amount of up to $20 million, in tranches based on certain requirements\nand subject to the satisfaction of certain conditions as set forth in the November 2023 Subscription Agreement.

Pursuant\nto the November 2023 Subscription Agreement, on May 7, 2024, the Company issued the May 2024 Note for principal of $1,150,000, and a\nwarrant to purchase an aggregate of 208,582 Class A Ordinary Shares with an exercise price of $1.654 per share.

The\nMay 2024 Note was issued with an original issue discount of 2%. On the second anniversary of the date of issuance of the May 2024 Note,\nthe Company will be required to pay to the holder an amount in cash representing 100% of all outstanding principal and accrued and unpaid\ninterest. The May 2024 Note initially accrued interest at 4.00% per annum over the Secured Overnight Financing Rate (SOFR).

Holders\nof the May 2024 Note may convert all or any portion of the outstanding principal, interest and late fees if any, into a number of Class\nA Ordinary Shares at a conversion rate determined by dividing (x) the conversion amount by (y) the higher of (i) the May 2024 Note Minimum\nConversion Price (as defined below) and (ii) 90% of the VWAP of the Class A Ordinary Shares on a day selected by the holder out of the\nfive trading days immediately prior to the date of conversion. The “May 2024 Note Minimum Conversion Price” will be $0.40\nprovided that if at any time while the May 2024 Note is outstanding, the three-day VWAP of the Class A Ordinary Shares is less than $0.40,\nthen the May 2024 Note Minimum Conversion Price shall thereafter equal $0.10.

The\nMay 2024 Note provides for certain customary events of default, including, among other things, the instituting of bankruptcy, insolvency,\nreorganization or liquidation proceedings or other proceedings for the relief of debtors by or against the Company or any subsidiary\n(a “May 2024 Note Bankruptcy Event of Default”).

In\nconnection with a May 2024 Note Bankruptcy Event of Default, the Company will be required to promptly pay to the holder an amount in\ncash representing (i) all outstanding principal, unpaid interest and unpaid late charges on such principal and interest accrued up to\nthe date of redemption, multiplied by (ii) 125%, in addition to any and all other amounts due, without the requirement for any notice\nor demand or other action by the holder or any other person or entity, provided that the holder may, in its sole discretion, waive such\nright to receive payment upon a May 2024 Note Bankruptcy Event of Default, in whole or in part, and any such waiver would not affect\nany other rights of the holder.

On\nNovember 11, 2024, Fusion Fuel Portugal filed for insolvency in the civil court of Sintra, Portugal. As a result of the commencement\nof the insolvency proceedings, on November 11, 2024, a May 2024 Note Bankruptcy Event of Default may be deemed to have occurred under\nthe terms of the May 2024 Note. As a result of the Bankruptcy Event of Default, the Company became liable to immediately repay in cash\nthe holder of the May 2024 Note at least $175,000, and the May 2024 Note will accrue interest at a rate of 18.0% per annum.

As\nof May 1, 2025, a total of $185,956 in principal and accrued interest under the May 2024 Note had been converted into an aggregate\nof 23,848 Class A Ordinary Shares, and no balance remained outstanding under the May 2024 Note.

Debt\nof Quality Industrial Corp.

As\nof December 31, 2025, the debt obligations of QIND consisted of the following:

Lender	Date\n of Issue	Maturity\n Date	Principal\n Amount (€)		Initial\n Interest Rate (%)		Interest\n Accrued (€)	Default\n Interest Rate (%)	Default\n Interest Accrued (€)			Amount\n Repaid (€)		Amount\n Converted (€)	Principal\n Outstanding (€)\n	Total\n Balance Remaining (€)
RB Capital Partners Inc.	August 3, 2022	August 3, 2024		937,287		7	%	224,153		-			-		-		-	⁽¹⁾	937,287		1,161,367
RB Capital Partners Inc.	March 17, 2023	March 16, 2025		170,416		7	%	33,173		-			-		27,867		-	⁽²⁾	142,543		175,721
Jefferson Street Capital LLC	May 23, 2023	February 23, 2024		187,457		6.5	%	8,694		15	%		105,614		-		205,773	⁽³⁾	87,299		95,991
Sky Holdings Ltd	June 16, 2023	December 16, 2024		468,643		7	%	45,815		-			-		-		65,610	⁽⁴⁾	404,233		448,847
Sean Levi	December 20, 2023	December 20, 2024		85,208		(5	)	24,710		-			-		63,906		-	⁽⁶⁾	21,302		46,012
Exchange Listing LLC	February 6, 2024	August 6, 2024		29,823		10	%	12,281		20	%		-		-		-	⁽⁷⁾	29,823		40,103
Jefferson Street Capital LLC	May\n21, 2024	February 21, 2025		60,924		10	%	14,934		15	%		41,591		-		70,757	⁽⁸⁾	31,757		46,689	⁽⁸⁾
J.J. Astor & Co.⁽⁹⁾	September 20, 2024	June 30, 2025		345,092		0	%	60,176		16	%		31,921		269,619		-	⁽¹⁰⁾	107,388	⁽¹¹⁾	167,566
Total⁽¹²⁾				2,284,390				421,937					179,127		361,392		342,140		1,760,331		2,182,296

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	(1)	The note may be converted\n by the holder at the initial conversion price of $1.00 per share, subject to adjustment.
	(2)	The note may be converted\n by the holder at the initial conversion price of $1.00 per share, subject to adjustment.
	(3)	The note may be converted\n by the holder at the initial conversion price of $0.35 per share, subject to adjustment. As of December 31, 2025, the holder had converted\n an aggregate of €85,208 of principal into 2,697,315 shares of QIND’s common stock.
	(4)	The note was initially convertible\n by the holder at the initial conversion price of $0.35 per share. On May 16, 2024, the note was amended to have a conversion price\n equal to $0.0375 per share. As of December 31, 2025, the holder had converted €65,610 of principal and €30,559 of accrued\n interest into 3,009,680 shares of QIND’s common stock at a conversion price of $0.0375 per share.
	(5)	20% interest will be charged\n on the day the Company receives certain funding, and thereafter 15% per annum will be charged.
	(6)	The note may be converted\n by the holder at the initial conversion price equal to 200% of the value of the note, subject to adjustment.
	(7)	The note may be converted\n by the holder at the initial conversion price equal to the price reflecting a discount of 35% to the volume weight average price of\n QIND’s common stock for the five days before any conversion.
	(8)	The note may be converted\n by the holder at the initial conversion price of $0.03 per share, subject to adjustment. €1,278 will be added to principal for\n each conversion. Ilustrato is a guarantor under the note.
	(9)	The note ranks senior to\n other debt and is secured by all assets of QIND.
	(10)	The note may be converted\n by the holder at the initial conversion price is 80% of the average of the four lowest volume weighted average closing prices of QIND’s\n common stock over the 20 trading days immediately prior to each permitted conversion of the note, subject to adjustment.
	(11)	Reflects an increase to 110%\n of the principal outstanding due to the occurrence of an event of default under the note.
	(12)	Does not include a total\n of $4,427,537 owed for loans by Fusion Fuel, as of year-end 2025. The loans have no interest rate or repayment date.

Leases

See\n4.D. “Property, Plants, and Equipment” for discussion of rent expenses relating to the Company’s property interests.

Certain\nOther Liabilities

On\nDecember 31, 2025, the Company entered into a supplement to letter agreement (the “BPLLC Engagement Letter Supplement”) with\nBevilacqua PLLC, the Company’s outside securities counsel (“BPLLC”). The BPLLC Engagement Letter Supplement amended\nand supplemented that certain engagement agreement, dated October 30, 2024, between BPLLC and the Company. Under the BPLLC Engagement\nLetter Supplement, the Company agreed that the Company was obligated to pay BPLLC $395,502.28 for services rendered to the Company through\nNovember 30, 2025 by BPLLC (the “Outstanding Fees”). The BPLLC Engagement Letter Supplement provided that BPLLC agreed to\ndeduct $200,000 from the Outstanding Fees, provided that on the date of the BPLLC Engagement Letter Supplement, the Company issued BPLLC\na five-year warrant (the “BPLLC Warrant”) to purchase an aggregate of 71,429 Class A Ordinary Shares.

The\nBPLLC Warrant has an exercise price of $0.88 per share and provides for demand registration rights with respect to the Class A Ordinary\nShares issuable upon exercise of the BPLLC Warrant. In addition, the Company and BPLLC agreed to a volume cap on dispositions of Class\nA Ordinary Shares issuable upon exercise of the BPLLC Warrant, pursuant to which the holder of the BPLLC Warrant may not sell, transfer,\nor otherwise dispose of such shares on any trading day if such disposition would cause the holder’s total sales of Class A Ordinary\nShares to exceed 10% of that day’s aggregate trading volume on the Company’s primary trading market.

Capital\nExpenditures

During\nthe years ended December 31, 2025 and 2024, the Company made approximately €0.3 million and approximately €0.01 million, respectively,\nin capital expenditures. We did not have any contractual obligations for capital expenditures as of December 31, 2025.

Contingencies

We\nare currently not a defendant in any material legal proceedings, investigation, or claims.

Off-Balance\nSheet Arrangements

We\nhave no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,\nchanges in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Compensation\nRecovery Analysis

As\na result of the correction of errors in the Company’s financial statements for the fiscal year ended December 31, 2024, which required\nthe Company to prepare an accounting restatement of its financial statements, the Board of Directors conducted a recovery analysis of\nIncentive Compensation (as defined in the Company’s Clawback Policy) received by the Company’s current and former executive\nofficers who are Covered Executives (as defined in the Clawback Policy) during the three completed fiscal years immediately preceding\nthe date on which the Company was required to prepare such accounting restatement, as contemplated by Rule 10D-1 under the Exchange Act,\nand in accordance with the Clawback Policy. Based on this analysis, no recovery of Incentive Compensation from the Company’s Covered\nExecutives is required, as the financial statement adjustments for the fiscal year ended December 31, 2024 did not impact any financial\nreporting measure used to determine Incentive Compensation during such period, and thus there was no erroneously awarded\nIncentive Compensation subject to recovery.

In connection with the restatement of\nthe Company’s consolidated financial statements for the fiscal year ended December 31, 2025 described in the Explanatory Note to\nthis Annual Report, the Board of Directors conducted a recovery analysis of Incentive Compensation received by the Company’s current\nand former Covered Executives during the three completed fiscal years immediately preceding the date on which the Company was required\nto prepare such accounting restatement, as contemplated by Rule 10D-1 under the Exchange Act and in accordance with the Clawback Policy.\nBased on this analysis, no recovery of Incentive Compensation from the Company’s Covered Executives is required, as none of the\nIncentive Compensation received during that period was granted, earned or vested based wholly or in part on the attainment of a financial\nreporting measure affected by the restatement, and accordingly there was no erroneously awarded Incentive Compensation subject to recovery.

5.C.\nResearch and Development, Patents and Licenses, etc.

During\n2023 and 2024, the Company’s research and development policies prioritized the design, testing, and funding of development and\ncommercialization of prototype models of its miniaturized PEM electrolyzer, or “HEVO”, product lines. The rights with respect\nto these patents and technologies are expected to be liquidated in connection with its entry into insolvency proceedings on November\n11, 2024. Since November 2024, we have not conducted significant research and development.

5.D.\nTrend Information

Other\nthan as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events that\nare reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources,\nor would cause reported financial information not to be indicative of future operation results or financial condition.

5.E.\nCritical Accounting Estimates

The\npreparation of our consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions\nthat affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosures. Actual results may differ\nfrom these estimates. We consider the following to be our critical accounting estimates and judgments, each of which is discussed further\nin Note 4 to our consolidated financial statements:

Impairment\nof goodwill - We test goodwill for impairment at least annually, which requires estimating the recoverable amount of the relevant\ncash-generating unit, including assumptions on future cash flows, growth rates and discount rates. As of December 31, 2025, the recoverable amount of the LPG Distribution & Engineering cash-generating unit was\nbelow its carrying amount and an impairment loss of €1.1 million was recognized (as restated).

Business\ncombinations and purchase price allocation - The identification and valuation of identifiable assets and liabilities acquired in\nthe November 2024 acquisition of Quality Industrial Corp. required significant estimates, including the valuation of intangible assets\nand determination of fair values during the measurement period.

Fair\nvalue of derivative financial instruments - The valuation of warrants and embedded derivatives associated with the convertible notes\nissued during 2025 requires the use of valuation techniques and key assumptions, including share price volatility and other market-based\ninputs.

Deferred\ntaxation - The recognition of deferred tax assets and liabilities requires judgment in assessing the recoverability of future taxable\nprofits and the expected reversal of temporary differences, including those arising from the QIND business combination.

Assessment\nof control and deconsolidation - Determining whether the Group has control over an entity, including in circumstances involving insolvency\nor other legal processes, requires judgment. Changes in control result in consolidation or deconsolidation, which may significantly impact\nthe Group’s financial position and results.

ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A.\nDirectors and Senior Management

The\nfollowing table sets forth certain information regarding our directors and executive officers.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

NAME	AGE	POSITION
Frederico\n Figueira de Chaves	42	Chief\n Executive Officer, Interim Chief Financial Officer, Chief Strategy Officer, and Director
James\n Passin	54	Chairman\n and Director
John-Paul\n Backwell	45	Director
Luisa\n Ingargiola	58	Director
Pierce\n Crosby	35	Director
Steven\n Gold	47	Director

Frederico\nFigueira de Chaves has been Chief Executive Officer of the Company since April 2026, Interim Chief Financial Officer of the Company\nsince January 2025, Chief Strategy Officer of the Company since November 2024, and a director of the Company since June 2020. Since August\n2025, Mr. Figueira de Chaves has also been Chairman and a director of QIND (OTCID: QIND). Mr. Figueira de Chaves has also been Chief\nExecutive Officer and a director of Bright Hydrogen Solutions Limited since February 2025. Mr. Figueira de Chaves was Chief Executive\nOfficer of the Company from June 2023 to November 2024. Mr. Figueira de Chaves was Chief Financial Officer of the Company from June 2020\nto June 2023. From January 2009 to 2019, Mr. Figueira de Chaves held a number of senior positions at UBS AG, including Asset Management\nHead of Sales Management & Marketing, Global Asset Management Head Wealth Management & Wealth Management Americas Distribution,\nChief of Staff to Global Asset Management CEO & CEO Europe, the Middle East, and Africa (“EMEA”), and Chief of Staff\nto Group COO & CEO EMEA, and Business Manager of Group CEO Management Office. Mr. Figueira de Chaves holds a master’s degree\nin Economics from Edinburgh University.

James\nPassin has been Chairman of the Company since April 2026 and a director of the Company since March 2026. Mr. Passin has been\nCo-founder, Chief Executive Officer, and a director of BioVaxys Technology Corp. (CSE: BIOV) since October 2020. Since June 2023, Mr.\nPassin has served as a director of St.-Georges Eco-Mining Corp. (CSE: SX). From December 1999 to September 2018, Mr. Passin was a fund\nmanager at Firebird Management LLC. From December 2020 to October 2023, Mr. Passin was co-founder and a director of Mindset Pharma Inc.\n(CSE: MSET) (FSE: 9DF) (OTCQB: MSSTF), which was acquired by Otsuka Pharmaceutical Co. Ltd. in October 2023. Mr. Passin has over 20 years\nof experience as a hedge fund and private equity fund manager, with expertise in institutional resource investment, including uranium\nand frontier market investments. Mr. Passin holds a Bachelor of Arts in Philosophy and Classical Literature from St. John’s College,\nAnnapolis, a Graduate Certificate from the Company Director Program at Singapore Institute of Directors, and a Certificate in Corporate\nGovernance from the Mongolian Corporate Governance Institute. Mr. Passin is a Chartered Market Technician and Member of the CMT Association.

John-Paul\nBackwell has been a director of the Company since November 2024, and was the Chief Executive Officer of the Company from November\n2024 to April 2026 and was the Chairman of the Company from November 2025 to April 2026. Mr. Backwell has also been the Chief Executive\nOfficer of QIND (OTCID: QIND) since October 2022, has been a director of QIND since August 2025, and was Chief Commercial Officer of\nQIND from May 2022 to October 2022. From January 2024 to January 2025, Mr. Backwell was also a director and the Chief Executive Officer\nof Samsara Luggage, Inc. (OTC Pink: SAML). Mr. Backwell previously served as a director of FB Fire Technologies Ltd (FireBug) from November\n2024 until January 2025. From July 2021 until January 2025, Mr. Backwell was Managing Director of Ilustrato. From February 2022 until\nJanuary 2025, Mr. Backwell was a director of Emergency Response Technologies Inc. From May 2019 to June 2021, Mr. Backwell was a Non-Executive\nDirector of ConnectNow. From September 2019 to June 2021, Mr. Backwell was the Managing Director of Detego Global. Mr. Backwell earned\na Bachelor of Arts degree in English Language and Literature/Letters from Stellenbosch University.

Luisa\nIngargiola has been a director of the Company since February 2025. Ms. Ingargiola has been Chief Financial Officer of Avalon\nGloboCare Corp. (Nasdaq: ALTB) since February 2017. Ms. Ingargiola has been a board director and Audit Committee chairman for Vision\nMarine Technologies, Inc. (Nasdaq: VMAR) since December 2020 and BioCorRx Inc. (OTCQB: BICX) since April 2018. Ms. Ingargiola was also\na board director and Audit Committee chairman for AgEagle Aerial Systems Inc. (NYSE American: UAVS) from May 2018 to November 2022. Earlier\nin her career, Ms. Ingargiola was CFO and co-founder of BBHC, Inc., formerly known as MagneGas Corporation (formerly Nasdaq: TRNX; MNGA).\nMs. Ingargiola graduated from Boston University with a bachelor’s degree in Business Administration and a concentration in Finance.\nShe also received a Master of Health Administration from the University of South Florida.

Pierce\nCrosby has been a director of the Company since November 2025. Mr. Crosby has been the Managing Partner of Merchant Seven, LLC\nsince February 2019. From May 2019 to January 2025, Mr. Crosby was the General Manager of TradingView, Inc. From 2014 to 2019, Mr. Crosby\nwas Vice President of Revenue Strategy and Head of Business Development of StockTwits, Inc. Mr. Crosby holds a Master of Science in Journalism\nfrom Columbia University – Graduate School of Journalism and a Bachelor’s degree from the University of California, Santa\nCruz.

Steven\nGold has been a director of the Company since November 2025. Mr. Gold has been the Chief Executive Officer and President of Jaguar\nUranium Corp. since January 2024, where he also serves as a member of the Board of Directors. From October 2021 to March 2023, Mr. Gold\nwas the Vice President of Investor Relations of Collective Mining Ltd. From August 2012 to December 2018, Mr. Gold was the Chief Financial\nOfficer of Energold Drilling Corp. Mr. Gold holds a Chartered Financial Analyst designation from the CFA Institute and a Bachelor’s\ndegree in Industrial Relations from McGill University.

No\nfamily relationships exist between any of our directors and executive officers. There are no arrangements or understandings with major\nshareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior\nmanagement.

6.B.\nCompensation of Board Members and Executives

Executive\nOfficer Compensation

Our\nexecutive officers were entitled to an aggregate compensation of approximately €2.6 million for the year ended December 31, 2025.\nThis amount included cash payments and equity compensation during the fiscal year. During the year, the executive officers were paid\napproximately €1.9 million. We have not set aside or accrued any additional amount to provide pension, retirement or other similar\nbenefits to our executive officers.

On\nOctober 12, 2025, the Board of Directors approved the grant of an option to purchase 400,000 Class A Ordinary Shares to each of John-Paul\nBackwell, the former Chief Executive Officer of the Company, and Frederico Figueira de Chaves, the Chief Executive Officer, Interim Chief\nFinancial Officer, Chief Strategy Officer, and a director of the Company. On November 26, 2025, the Company entered into an Option Agreement,\ndated as of November 26, 2025, with each of Mr. Backwell and Mr. Figueira de Chaves, in consideration for services to the Company. The\nconditions to the effectiveness of the option grants were satisfied on November 26, 2025. Each of the options is exercisable at a price\nper share of $4.53, will vest as to one-third of the underlying Class A Ordinary Shares on December 31, 2025, December 31, 2026, and\nDecember 31, 2027, subject to the respective optionee’s continuous service through each vesting date, and will expire on October\n9, 2032.

Non-Executive\nDirector Compensation

Our\nnon-executive directors were entitled to an aggregate compensation of €0.5 million for the year ended December 31, 2025. During\nthe year, the non-executive directors were paid €0.3 million. We have not set aside or accrued any additional amount to provide\npension, retirement or other similar benefits to our executive officers.

For\nthe year ended December 31, 2025, share options to purchase an aggregate of 29,240 Class A Ordinary Shares were granted to a non-executive\ndirector at an exercise price of $4.53 per share, which vested upon grant.

6.C.\nBoard Practices

Director\nTerm of Office

The\nCompany’s Board of Directors has three classes of directors with staggered terms, with each director serving for up to three years\nuntil his or her successor is designated and qualified. During such term, our shareholders will have no power to remove directors without\ncause. The directors have been assigned to the following classes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

John-Paul\n Backwell		Class\n I
Frederico\n Figueira de Chaves		Class\n I
Luisa\n Ingargiola		Class\n II
Pierce\n Crosby		Class\n II
Steven\n Gold		Class\n II
James\n Passin		Class\n III

The\nterm of office for the first class of directors, consisting of John-Paul Backwell and Frederico Figueira de Chaves, will expire at the\nCompany’s annual general meeting of shareholders for fiscal year 2027. The term of office for the second class of directors, consisting\nof Luisa Ingargiola, Steven Gold, and Pierce Crosby, will expire at the Company’s annual general meeting of shareholders for fiscal\nyear 2028. The term of office for the third class of directors, which consists of James Passin, will expire at the Company’s annual\ngeneral meeting of shareholders for fiscal year 2026. Mr. Figueira de Chaves has been a director since June 2020. Mr. Backwell has been\na director since November 2024. Ms. Ingargiola has been a director since February 2025. Mr. Crosby has been a director since November\n2025. Mr. Gold has been a director since November 2025. Mr. Passin has been a director since March 2026.

There\nare no service contracts between the Company and any member of our Board of Directors providing for the accrual of benefits, compensation\nor otherwise, upon termination of their employment or service.

Board\nCommittees

Our\nBoard of Directors has established an Audit Committee, a Compensation Committee, and a Nominating Committee. We adopted a charter for\neach of the three committees. Each committee’s members and functions are described below.

Audit\nCommittee

The\npurpose of the Audit Committee is to assist the Board of Directors in monitoring the integrity of the annual, quarterly and other financial\nstatements of the Company, independent auditor’s qualifications and independence, the performance of the Company’s independent\nauditor, and the compliance by the Company with legal and regulatory requirements. The Audit Committee also reviews and approves all\nrelated-party transactions.

The\nAudit Committee members are Luisa Ingargiola, Pierce Crosby, Steven Gold, and James Passin. Our Board of Directors has determined that\neach of the Audit Committee members satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and the\nrequirements of the Audit Committee members under the Nasdaq Listing Rules. Luisa Ingargiola serves as the Audit Committee Chairman.\nThe Audit Committee Charter is available on our website at https://www.fusion-fuel.eu/.

Compensation\nCommittee

The\npurposes of the Compensation Committee are, among other things, making recommendations to the Board of Directors relating to the compensation\nof the Company’s chief executive officer, if any, and other executive officers of the Company, and administering or delegating\nthe power to administer the Company’s incentive compensation and equity-based compensation plans.

The\nCompensation Committee members are Luisa Ingargiola, Pierce Crosby, Steven Gold, and James Passin. Our Board of Directors has determined\nthat each of the Compensation Committee members satisfies the “independence” and other requirements of Compensation Committee\nmembers under the Nasdaq Listing Rules. Steven Gold serves as the Compensation Committee Chairman. The Compensation Committee Charter\nis available on our website at https://www.fusion-fuel.eu/.

Nominating\nCommittee

The\npurpose of the Nominating Committee is, among other things, to discharge the responsibilities of the Board of Directors relating to the\nappropriate size, functioning, and needs of the Board of Directors including, but not limited to, recruitment and retention of high-quality\nboard members and committee composition and structure.

The\nNominating Committee members are Luisa Ingargiola, Pierce Crosby, Steven Gold, and James Passin. Our Board of Directors has determined\nthat each of the Nominating Committee members satisfies the “independence” and other requirements of Nominating Committee\nmembers under the Nasdaq Listing Rules. Pierce Crosby serves as the Nominating Committee Chairman. The Nominating Committee Charter is\navailable on our website at https://www.fusion-fuel.eu/.

6.D.\nEmployees

As\nof December 31, 2025, December 31, 2024, and December 31, 2023, the Company (including its direct and indirect majority-owned subsidiaries)\nhad a total of 131, 131, and 124 employees, respectively, all of whom were full-time. As of December 31, 2025, 120 employees were employed\nby Al Shola Gas; 2 employees were employed by QIND; 3 employees were employed by Bright Hydrogen Solutions; and 6 employees were employed\nby Fusion Fuel Green PLC.

None\nof our employees are represented by labor unions.

6.E.\nShare Ownership

See\n“Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

Equity\nIncentive Plan

On\nAugust 5, 2021, the Company’s Board of Directors adopted and approved the Fusion Fuel Green PLC 2021 Equity Incentive Plan, which\nauthorized the Company to grant up to 28,572 Class A Ordinary Shares in the form of incentive share options, non-qualified share options,\nshare appreciation rights, restricted awards, performance share awards, cash awards and other share awards. Cancelled and surrendered\nshare options and share awards may again become available for grant under the 2021 Plan. On October 9, 2025, Company’s Board of\nDirectors approved Amendment No. 1 to the Fusion Fuel Green PLC 2021 Equity Incentive Plan, to increase the maximum number of Class A\nOrdinary Shares available to be granted under the Fusion Fuel Green PLC 2021 Equity Incentive Plan by 1,971,428, to a total of 2,000,000\nClass A Ordinary Shares. The purpose of the 2021 Plan is to provide the Company with the flexibility to issue share-based awards as part\nof an overall compensation package to attract and retain qualified personnel.

Purpose\nof the 2021 Plan: The purpose of the 2021 Plan is to advance our interests and the interests of our shareholders by providing an\nincentive to attract, retain and reward persons performing services for us and by motivating such persons to contribute to our growth\nand profitability.

The\nfollowing summary briefly describes the principal features of the 2021 Plan and is qualified in its entirety by reference to the full\ntext of the 2021 Plan.

Awards\nthat may be granted include: (a) incentive share options, or ISOs, (b) non-qualified share options, (c) share appreciation rights, (d)\nrestricted Shares, (e) restricted share units, or RSUs, (f) shares granted as a bonus or in lieu of another award, (g) performance awards,\n(h) other equity-based awards, and (i) cash awards. These awards offer us and our shareholders the possibility of future value, depending\non the long-term price appreciation of the Class A Ordinary Shares and the award holder’s continuing service with us.

Share\noptions give the option holder the right to acquire from us a designated number of shares of the Class A Ordinary Shares at a purchase\nprice that is fixed at the time of the grant of the option. The exercise price will not be less than the market price of the Class A\nOrdinary Shares on the date of grant. Share options granted may be either incentive share options or non-qualified share options.

Share\nappreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options.\nWhen an SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market\nprice of the shares on the date of exercise and the exercise price of the shares under the SAR. Again, the exercise price for SARs normally\nis the market price of the shares on the date the SAR is granted. Under the 2021 Plan, holders of SARs may receive this payment –\nthe appreciation value – either in cash or Class A Ordinary Shares valued at the fair market value on the date of exercise. The\nform of payment will be determined by us.

Restricted\nshare and RSU awards are rights to receive shares of the Class A Ordinary Shares, which may be subject to certain vesting or other conditions.\nRestricted shares represent issued and outstanding shares of the Class A Ordinary Shares, which may be subject to vesting criteria. RSUs\nrepresent the right to receive shares of the Class A Ordinary Shares subject to satisfaction of the vesting criteria. Restricted shares\nare surrenderable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established\nwhen the awards are granted.

The\n2021 Plan also provides for performance awards, representing the right to receive a payment, which may be in the form of cash, Class\nA Ordinary Shares, or a combination, based on the attainment of pre-established goals. The 2021 Plan also provides for other equity-based\nawards and cash awards.

6.F.\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

On September 25, 2026, the Audit\nCommittee of the Board of Directors concluded that the Company’s previously issued consolidated financial statements for the fiscal\nyear ended December 31, 2025 should no longer be relied upon and should be restated. As a result of that restatement, the Board of Directors\nconducted a recovery analysis of Incentive Compensation (as defined in the Company’s Clawback Policy). The analysis covered Incentive\nCompensation received by the Company’s current and former executive officers who are Covered Executives (as defined in the Clawback Policy)\nduring the three completed fiscal years immediately preceding the date on which the Company was required to prepare the accounting restatement,\nas contemplated by Rule 10D-1 under the Exchange Act and in accordance with the Clawback Policy. Based on this analysis, no recovery of\nIncentive Compensation from the Company’s Covered Executives is required. No Incentive Compensation received by the Covered Executives\nduring such period was granted, earned or vested based wholly or in part on the attainment of a financial reporting measure, and thus\nthere was no erroneously awarded Incentive Compensation subject to recovery. There was no outstanding balance of erroneously awarded compensation\nas of December 31, 2025 from the application of the Clawback Policy to any prior restatement.

As a result of the correction of errors in the Company’s consolidated financial statements for the fiscal year\nended December 31, 2024, which required the Company to prepare an accounting restatement, the Board of Directors also conducted a recovery\nanalysis of Incentive Compensation in respect of that restatement. That analysis concluded that no recovery was required, as described\nunder Item 5.B. “Liquidity and Capital Resources – Compensation Recovery Analysis.”

ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.\nMajor Shareholders

The\nfollowing table sets forth information with respect to beneficial ownership of any class of our voting securities as of the date of this\nAnnual Report by:

\n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	each person who is known\n by us to beneficially own 5% or more of any class of our voting securities;

	●	each of our current directors\n and each member of our senior management; and

	●	all of our directors and\n senior management as a group.

The\ncalculations in the table below are based on 3,297,509 Class A Ordinary Shares and 4,171,327 Series A Preferred Shares outstanding as\nof May 7, 2026, except to the extent indicated otherwise in the footnotes. Beneficial ownership is determined in accordance with the\nrules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that\nperson, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option,\nwarrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage\nownership of any other person.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name\n and Title of Director or Officer or Name of Shareholder	Class\n A Ordinary Shares Beneficially Owned			Ownership\n (%)		Class\n A Ordinary Shares Underlying Options	Exercise Price\n of Option ($)	Option\n Expiration Date
Frederico Figueira de Chaves, Chief\n Executive Officer, Interim Chief Financial Officer, Chief Strategy Officer, and Director		151,719	⁽¹⁾		4.4	%	5,715	$	367.50	1/1/2029
		-			-		5,715	$	367.50	1/1/2029
		-			-		400,000	$	4.53	10/9/2032
John-Paul Backwell, Director		133,333	⁽²⁾		3.9	%	400,000	$	4.53	10/9/2032
Luisa Ingargiola, Director		29,240	⁽³⁾		0.9	%	29,240		-	-
Total Directors and Officers		314,292			8.7	%	-		-	-
Lantern Management Fund\n LP⁽⁴⁾		340,497	⁽⁵⁾⁽⁶⁾		9.9	% ⁽⁵⁾	-		-	-
Roxy Capital Corp.⁽⁷⁾		343,709	⁽⁸⁾⁽⁹⁾		9.9	% ⁽⁸⁾	-		-	-
Bower Four Capital Corp.⁽¹⁰⁾		350,519	^(11)(12)		9.9	% ⁽¹¹⁾	-		-	-

\n\n \n \n

(1)

Consists of (1) 6,352 Class\n A Ordinary Shares held by Key Family Holding Investimentos e Consultoria de Gestão, Ltd (“KFH”), (2) 429 Class A\n Ordinary Shares issuable upon the vesting of RSUs, and (3) 139,048 Class A Ordinary Shares issuable upon exercise of options within\n 60 days of May 7, 2026. Does not include (1) 5,715 Class A Ordinary Shares subject to certain performance-based vesting conditions\n under an option that may not be met as of a date within 60 days of May 7, 2026, and (2) 266,667 Class A Ordinary Shares subject\n to time-based vesting conditions under an option that will not be met as of a date within 60 days of May 7, 2026. Each of Frederico\n Figueira de Chaves and Francisco Figueira de Chaves have shared voting and dispositive power over the Class A Ordinary Shares held\n by KFH.

(2)	Consists of 133,333 Class\n A Ordinary Shares issuable upon exercise of an option within 60 days of May 7, 2026. Does not include 266,667 Class A Ordinary Shares\n subject to vesting conditions under the option that will not be met as of a date within 60 days of May 7, 2026.

(3)	Consists of 29,240 Class\n A Ordinary Shares issuable upon exercise of an option.

(4)	Lantern Management Fund GP\n is the general partner of Lantern Management Fund LP. Voting and investment decisions with respect to the securities held by Lantern\n Management Fund LP are made by the investment committee of Lantern Management Fund GP, which is comprised of three members and acts\n by majority vote.

(5)	Consists of (i) 229,625 Class\n A Ordinary Shares and (ii) an aggregate of 110,872 Class A Ordinary Shares issuable upon exercise of certain warrants, after giving\n effect to warrant provisions preventing exercise if such exercise would result in the holder beneficially owning greater than 9.99%\n of the outstanding Class A Ordinary Shares when aggregated with all other Class A Ordinary Shares beneficially owned.

	Consists of (i) 229,625 Class\n A Ordinary Shares, (ii) 73,577 Class A Ordinary Shares issuable upon exercise of a prefunded warrant, (iii) 786,886 Class A Ordinary\n Shares issuable upon exercise of a $3.50 Warrant, and (iv) 450,858 Class A Ordinary Shares issuable upon exercise of a $5.00 Warrant,\n without regard to any limitations on exercise.

(6)	The information presented\n in this table relating to the number of Class A Ordinary Shares held by Lantern Management Fund LP is based on a Schedule 13G that\n was jointly filed by Lantern Management Fund LP and Lantern Management Fund GP with the SEC on February 13, 2026. The information presented\n in this table relating to the warrants held by Lantern Management Fund LP is based on the records of the Company or its transfer agent.

(7)	Eric Lazer is the Director\n of Roxy Capital Corp. and has sole voting and investment power over the securities held by it. Eric Lazer disclaims beneficial ownership\n of such securities except to the extent of his pecuniary interest, if any, in such securities.

(8)	Consists of (i) 200,682 Class\n A Ordinary Shares and (ii) an aggregate of 143,027 Class A Ordinary Shares issuable upon exercise of certain warrants, after giving\n effect to warrant provisions preventing exercise if such exercise would result in the holder beneficially owning greater than 9.99%\n of the outstanding Class A Ordinary Shares when aggregated with all other Class A Ordinary Shares beneficially owned.

	Consists of (i) 200,682 Class\n A Ordinary Shares, (ii) 196,202 Class A Ordinary Shares issuable upon exercise of pre-funded warrants, (iii) 197,249 Class A Ordinary\n Shares issuable upon exercise of a $3.50 Warrant, (iv) 141,482 Class A Ordinary Shares issuable upon exercise of a $5.00 Warrant, (v)\n 74,687 Class A Ordinary Shares issuable upon exercise of a 150% Price Warrant, and (vi) 74,687 Class A Ordinary Shares issuable upon\n exercise of a 200% Price Warrant, without regard to any limitations on exercise.

(9)	The information presented\n in this table relating to the number of Class A Ordinary Shares held by Roxy Capital Corp. is based on a Schedule 13G/A that was jointly\n filed by Roxy Capital Corp. and Eric Lazer with the SEC on December 30, 2025. The information presented in this table relating to the\n warrants held by Roxy Capital Corp. is based on the records of the Company or its transfer agent.

(10)	Gregory Lipschitz is the\n Managing Director of Bower Four Capital Corp. and has sole voting and investment power over the securities held by it. Gregory Lipschitz\n disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any, in such securities.

(11)	Consists of (i) 139,328 Class\n A Ordinary Shares and (ii) an aggregate of 211,191 Class A Ordinary Shares issuable upon exercise of certain warrants, after giving\n effect to warrant provisions preventing exercise if such exercise would result in the holder beneficially owning greater than 9.99%\n of the outstanding Class A Ordinary Shares when aggregated with all other Class A Ordinary Shares beneficially owned.

\n\n \n \n\n\n \n \n\n \n \n

	Consists of (i) 139,328 Class\n A Ordinary Shares, (ii) 270,198 Class A Ordinary Shares issuable upon exercise of pre-funded warrants; (iii) 263,277 Class A Ordinary\n Shares issuable upon exercise of a $3.50 Warrant, (iv) 174,495 Class A Ordinary Shares issuable upon exercise of a $5.00 Warrant, (v)\n 54,318 Class A Ordinary Shares issuable upon exercise of a 150% Price Warrant, and (vi) 54,318 Class A Ordinary Shares issuable upon\n exercise of a 200% Price Warrant, without regard to any limitations on exercise.

(12)	The information presented\n in this table relating to the number of Class A Ordinary Shares held by Bower Four Capital Corp. is based on a Schedule 13G that was\n jointly filed by Bower Four Capital Corp. and Gregory Lipschitz with the SEC on December 18, 2025. The information presented in this\n table relating to the warrants held by Bower Four Capital Corp. is based on the records of the Company or its transfer agent.

There\nhave been no significant changes in the percentage ownership held by any beneficial owners of more than 5% of any class of the Company’s\nvoting securities during the past three years, based on their filings of Schedules 13D. Schedules 13G, or amendments thereto, with the\nSEC, except as follows:

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	●	Based on a Schedule 13D filed\n by Frederico Figueira de Chaves with the SEC on December 4, 2025, Frederico Figueira de Chaves became the beneficial owner of 17.2%\n of the outstanding Class A Ordinary Shares, including, solely for purposes of such Schedule 13D, 273,019 Class A Ordinary Shares issuable\n under options that were subject to vesting conditions that would not or may not have been met within 60 days.
	●	Based on a Schedule 13D filed\n by John-Paul Backwell with the SEC on December 4, 2025, John-Paul Backwell became the beneficial owner of 16.6% of the outstanding\n Class A Ordinary Shares, including, solely for purposes of such Schedule 13D, 266,667 Class A Ordinary Shares issuable under an option\n that were subject to vesting conditions that would not be met within 60 days.
	●	Based on a Schedule 13G jointly\n filed by Lantern Management Fund LP and Lantern Management Fund GP with the SEC on February 13, 2026, as of January 4, 2026 with respect\n to Class A Ordinary Shares, and, as of May 7, 2026 based on the Company’s records or transfer agent records with respect to\n warrants to purchase Class A Ordinary Shares, Lantern Management Fund LP and Lantern Management Fund GP were the beneficial owners\n of 9.99% of the outstanding Class A Ordinary Shares.
	●	Based on a Schedule 13G jointly\n filed by Bower Four Capital Corp. and Gregory Lipschitz with the SEC on December 18, 2025, as of December 11, 2025 with respect to\n Class A Ordinary Shares, and, as of May 7, 2026 based on the Company’s records or transfer agent records with respect to warrants\n to purchase Class A Ordinary Shares, Bower Four Capital Corp. and Gregory Lipschitz were the beneficial owners of 9.99% of the outstanding\n Class A Ordinary Shares.
	●	Based on a Schedule 13G/A\n jointly filed by Roxy Capital Corp. and Eric Lazer with the SEC on December 30, 2025, as of December 10, 2025 with respect to Class\n A Ordinary Shares, and, as of May 7, 2026 based on the Company’s records or transfer agent records with respect to warrants\n to purchase Class A Ordinary Shares, Roxy Capital Corp. and Eric Lazer were the beneficial owners of 9.99% of the outstanding Class\n A Ordinary Shares.
	●	Based on a Schedule 13G jointly\n filed by Roxy Capital Corp. and Eric Lazer with the SEC on September 29, 2025, as of September 19, 2025, Roxy Capital Corp. and Eric\n Lazer were the beneficial owners of 7.31% of the outstanding Class A Ordinary Shares.
	●	Based on a Schedule 13G filed\n by Ilustrato with the SEC on December 3, 2024, as of November 26, 2024, Ilustrato and Nicolas Link were the beneficial owners of 109,114\n Class A Ordinary Shares, which the Schedule 13G stated constituted 16.7% of the outstanding Class A Ordinary Shares. Based on a Form\n 4 filed by Ilustrato with the SEC on October 7, 2025, Ilustrato held 1,502 Class A Ordinary Shares, constituting less than 1% of the\n outstanding Class A Ordinary Shares.
	●	Based on a Schedule 13G jointly\n filed by MAK Capital Fund L.L.C., MAK Capital Fund LP, and Michael A. Kaufman with the SEC on December 18, 2023, as amended on November\n 18, 2024 and December 11, 2024, between February 7, 2022 and December 4, 2024, MAK Capital Fund L.L.C., MAK Capital Fund LP, and Michael\n A. Kaufman’s shared beneficial ownership of the outstanding Class A Ordinary Shares changed from 24.5% to 2.54%.
	●	Based on a Schedule 13G filed\n by Richard Leahy with the SEC on March 27, 2024, as amended on August 6, 2024, between March 20, 2022 and June 30, 2024, Richard Leahy’s\n beneficial ownership of the outstanding Class A Ordinary Shares changed from 5.1% to 1.9%.

We\nare not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company, except for the transactions\ncontemplated by the QIND Purchase Agreement.

7.B.\nRelated Party Transactions

Unless\notherwise noted, the following is a description of transactions since January 1, 2025, with transactions or loans between the Company\nand (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common\ncontrol with, the company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company\nthat gives them significant influence over the Company, and close members of any such individual’s family; (d) key management personnel,\nthat is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including\ndirectors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial\ninterest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able\nto exercise significant influence; other than compensation arrangements, which are described under Item 6.B. “Compensation”.

Loans\nto Quality Industrial Corp.

As\nof December 31, 2025 and April 15, 2026, Fusion Fuel had loaned QIND a total of $4,427,537 (€3,901,895) and $4,767,537 (€4,062,181)\nrespectively. These loans may be used by QIND for working capital and corporate needs. Such loans are non-interest-bearing and have no\nrequired repayment date. Pursuant to the QIND Purchase Agreement, Fusion Fuel is required to provide 50% of any Company Financing to\nQIND for its working capital and corporate needs. Such loans will be (i) forgiven upon the Series A Preferred Shares Conversion or (ii)\nrepaid if the QIND Transactions are unwound in accordance with the QIND Purchase Agreement. The Company and QIND are required to cooperate\nto structure such allocation of proceeds and the use of such proceeds on a mutually agreeable basis. These loans are eliminated in full\non consolidation and accordingly have no impact on the Group’s consolidated statement of financial position or consolidated statement\nof profit or loss.

Stock\nPurchase Agreement with Quality Industrial Corp.

Pursuant\nto a Stock Purchase Agreement, dated as of August 1, 2025, between Fusion Fuel and QIND, Fusion Fuel acquired 2,000,000 shares of QIND’s\ncommon stock for an aggregate purchase price of $40,000.

Loan\nAgreements with Ilustrato Pictures International, Inc.

In\nconnection with the ongoing relationship between the Company and Ilustrato under the QIND Purchase Agreement, and in consideration of\nIlustrato’s agreement, among other things, to extend certain performance deadlines thereunder, the Company has entered into three\nloan agreements with Ilustrato (collectively, the “Loan Agreements”), the material terms of which are described below.

December\n2025 Loan Agreement

On\nDecember 24, 2025, the Company, as lender, entered into a Loan Agreement (the “December 2025 Loan Agreement”) with Ilustrato,\nas borrower, pursuant to which the Company agreed to lend Ilustrato an aggregate principal amount of $100,000, interest-free and unsecured,\nfor general working capital purposes. In consideration for the loan, Ilustrato agreed to extend the Extended Purchaser Meeting Deadline\nto March 31, 2026, and to procure that the other Sellers agree to such extension. The loan is repayable in full on the earliest of: (a)\nthe first anniversary of the date of the December 2025 Loan Agreement; (b) conversion of any preferred shares in the Company held by\nIlustrato into ordinary shares; or (c) Ilustrato ceasing to hold any shares in the Company. At the Company’s option and subject\nto applicable law, the loan may be repaid by cancellation of shares in the Company held by Ilustrato having a value equivalent to the\noutstanding loan amount. The December 2025 Loan Agreement contains customary events of default, including non-payment (subject to a 10\nbusiness day cure period), breach of agreement, misrepresentation, and insolvency events, upon the occurrence of which the Company may\naccelerate repayment of the outstanding balance. The December 2025 Loan Agreement is governed by the laws of Ireland.

February\n2026 Loan Agreement

On\nFebruary 16, 2026, the Company entered into a second Loan Agreement (the “February 2026 Loan Agreement”) with Ilustrato,\npursuant to which the Company agreed to lend Ilustrato an aggregate principal amount of $240,000, interest-free and unsecured, for general\nworking capital purposes. The consideration and repayment terms of the February 2026 Loan Agreement are substantially the same as those\nof the December 2025 Loan Agreement, including the extension of the Extended Purchaser Meeting Deadline to March 31, 2026 as consideration,\nrepayment on the earliest of the first anniversary of the agreement, conversion of preferred shares, or Ilustrato ceasing to hold shares\nin the Company, and the Company’s option to satisfy repayment by cancellation of shares. The February 2026 Loan Agreement contains\nthe same customary events of default as under the December 2025 Loan Agreement and is governed by the laws of Ireland.

March\n2026 Loan Agreement

On\nMarch 26, 2026, the Company entered into a third Loan Agreement (the “March 2026 Loan Agreement”) with Ilustrato, pursuant\nto which the Company and Ilustrato agreed that certain payments totaling $100,000 made during February and March 2026 to entities related\nto Ilustrato (the “Ilustrato Related Payments”) constitute a loan subject to repayment by Ilustrato under the March 2026\nLoan Agreement, separate from and in addition to the amounts owing under the February 2026 Loan Agreement. The March 2026 Loan Agreement\nis interest-free. In consideration for the March 2026 Loan Agreement, Ilustrato agreed to extend the Extended Purchaser Meeting Deadline\nto June 30, 2026 and to procure that the other Sellers agree to such extension. The March 2026 Loan Agreement further provides that this\nextension does not excuse the Company from meeting its obligations as soon as it is technically possible to do so and the Company does\nnot have a matter of choice as to when it chooses to meet its stock purchase obligations, it must do so immediately that it is technically\nable to, that a further extension will not be granted, and that the Company must under no circumstances whatsoever intentionally delay\nthe process and must do everything within its power to meet the stock purchase agreement obligations as soon as possible. The March 2026\nLoan Agreement also recites that “[the Company] will continue to provide additional loans to [Ilustrato] from proceeds of capital\nraising activities [Ilustrato] executes as it did in both December 2025 and the first quarter of 2026.”

The\nMarch 2026 Loan Agreement provides that all amounts owed under the March 2026 Loan Agreement and the February 2026 Loan Agreement (the\n“Secured Obligations”) are secured by the preferred shares of the Company held by Ilustrato (the “Secured Shares”).\nThe Company may impose restrictions on the transfer, conversion, or other disposal of a portion of the Secured Shares equal in value\nto the outstanding balance of the Secured Obligations. While any such share restriction is in effect, Ilustrato may not sell, transfer,\nconvert, or encumber the Secured Shares without the prior written consent of the Company, and the Company may note the restriction on\nits register of members and instruct its transfer agents to refuse transfers of the Secured Shares. The Secured Shares will be released\nfrom these restrictions to the extent of the payment or discharge of the Secured Obligations.

The\nrepayment terms of the March 2026 Loan Agreement are substantially the same as those of the prior Loan Agreements, including repayment\non the earliest of the first anniversary of the March 2026 Loan Agreement, conversion of preferred shares, or Ilustrato ceasing to hold\nshares in the Company, and the Company’s option to satisfy repayment by cancellation of shares. The March 2026 Loan Agreement contains\nthe same customary events of default and is governed by the laws of Ireland.

As\nof May 7, 2026, Ilustrato and the Company agreed that advances totaling $200,000 would be made under the Loan Agreements. Specifically,\nat the direction of Ilustrato, the Company advanced $50,000 directly to Ilustrato in December 2025, and $150,000 to another entity designated by Ilustrato (consisting of payments of $50,000, $10,000, $65,000, and $25,000\nin December 2025, February 2026, February 2026, and March 2026, respectively).

7.C.\nInterests of Experts and Counsel

Not\napplicable.

ITEM\n8. FINANCIAL INFORMATION

8.A.\nConsolidated Statements and Other Financial Information

Financial\nStatements

See\nItem 18. “Financial Statements,” which contains our consolidated financial statements prepared in accordance with\nIFRS.

Legal\nProceedings

Insolvency\nProceedings

On\nNovember 11, 2024, Fusion Fuel Portugal filed for insolvency in the civil court of Sintra, Portugal. Subsequently, the former production\nand sale of the Company’s miniaturized PEM green hydrogen electrolyzer product line and research and development activities, which\nwere conducted through Fusion Fuel Portugal and its subsidiaries, ceased and will not be continued. The sale of all physical assets of\nFusion Fuel Portugal (including all properties, equipment, and inventory directly or indirectly held) was completed as of December 2025.\nIt is expected that the remaining assets held by Fusion Fuel Portugal and its subsidiaries will likewise be disposed of through a liquidation\nprocess.

Claim\nAgainst Hydrogenial

In\nconnection with its insolvency proceedings, on November 11, 2024, Fusion Fuel Portugal submitted a claim in Portugal for damages against\nHydrogenial S.A. (“Hydrogenial”) and Norbert Bindner that were allegedly incurred due to Hydrogenial’s breach of the\nSubscription Agreement, dated as of August 28, 2024, between the Company and Hydrogenial, as amended by the Amendment to Subscription\nAgreement, dated as of October 9, 2024, between the Company and Hydrogenial (as amended, the “Hydrogenial Agreement”). The\nHydrogenial Agreement provides for the offer and sale of an aggregate of 1,251,168 Class A Ordinary Shares and warrants to acquire an\naggregate of 375,351 Class A Shares for an aggregate purchase price of $33,500,000, as a private placement to Hydrogenial, which represented\nthat it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Hydrogenial Agreement originally\nprovided for the closing of the sale to take place on September 30, 2024, subject to applicable closing conditions. On October 1, 2024,\nthe Company delivered a notice of breach of the Hydrogenial Agreement to Hydrogenial, which stated that all conditions to the obligations\nof Hydrogenial to purchase and pay for the securities under the Hydrogenial Agreement had been met as of September 30, 2024 and demanded\nthat Hydrogenial make immediate payment of the purchase price. On October 9, 2024, the Hydrogenial Agreement was amended to provide that\nthe closing under the Hydrogenial Agreement would take place on October 25, 2024. However, the closing did not occur on such date. See\n10.C. “Material Contracts – Subscription Agreement with Hydrogenial S.A.”

Policy\non Dividend Distributions

We\nhave never declared or paid cash dividends on the Class A Ordinary Shares. Moreover, we are generally prohibited from paying cash dividends\non our securities under certain loan covenants without the prior written consents of the relevant creditors. We currently intend to retain\nall available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends\nin the near future. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend\non our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other\nfactors that our Board of Directors may deem relevant, and will be subject to compliance with applicable laws, including the Irish Companies\nAct, which requires Irish companies to have distributable reserves available for distribution equal to or greater than the amount of\nthe proposed dividend.

8.B.\nSignificant Changes

Except\nfor the events described in Item 5.A. “Operating Results – Recent Developments”, in Note 30 “Subsequent events” to our consolidated financial statements or as disclosed elsewhere in\nthis Annual Report, no significant change has occurred since the date of our consolidated financial statements filed as part of this\nAnnual Report.

ITEM\n9. THE OFFER AND LISTING

9.A.\nOffer and Listing Details

The\nCompany’s Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “HTOO”. The Company’s\nsecurities are not listed on any exchange or traded in any market outside of the United States.

9.B.\nPlan of Distribution

Not\napplicable.

9.C.\nMarkets

See\nItem 9.A. “Offer and Listing Details”.

9.D.\nSelling Shareholders

Not\napplicable.

9.E.\nDilution

Not\napplicable.

9.F.\nExpenses of the Issue

Not\napplicable.

ITEM\n10. ADDITIONAL INFORMATION

10.A.\nShare Capital

Not\napplicable.

10.B.\nMemorandum and Articles of Association

The\nfollowing information is incorporated by reference herein: (1) the information under the section “Comparison of Corporate Governance\nand Shareholder Rights” and particularly with respect to the Company as described under the column entitled “Ireland”\nwith such section in the Registration Statement on Form F-4/A filed by the Company with the SEC on November 5, 2020; and (2) the information\nin Exhibit 2.25 to this Annual Report.

10.C.\nMaterial Contracts

Loan Agreements with Ilustrato Pictures International,\nInc.

The information under Item 7.B. “Related\nParty Transactions – Loan Agreements with Ilustrato Pictures International, Inc.” is incorporated by reference herein.

Mineral\n& Element Advisory Agreements

The\ninformation under Item 5.A. “Operating Results – Recent Developments – Mineral & Element Advisory Agreements”\nis incorporated by reference herein.

February\n2026 Securities Purchase Agreement

The\ninformation under Item 5.A. “Operating Results – Recent Developments – Securities Purchase Agreement”\nis incorporated by reference herein.

February\n2026 Share Exchange Agreement

The\ninformation under Item 5.A. “Operating Results – Recent Developments – Share Exchange Agreement” is incorporated\nby reference herein.

August\n2025 Stock Purchase Agreement

Pursuant\nto a Stock Purchase Agreement, dated as of August 1, 2025 (the “August 2025 Stock Purchase Agreement”), between Fusion Fuel\nGreen PLC and Quality Industrial Corp., a Nevada corporation (“QIND”), the Company acquired 2,000,000 shares of the common\nstock of QIND for an aggregate purchase price of $40,000. The Stock Purchase Agreement contains customary representations, warranties,\nclosing conditions and other agreements of the parties.

July\n2025 Private Placement

The\ninformation under Item 5.B. “Liquidity and Capital Resources – July 2025 Private Placement” is incorporated\nby reference herein.

Notes\nRedemption, Warrants Cancellation and Exchange, Limited Waiver, Consent and Release Agreement

The\ninformation under Item 5.B. “Liquidity and Capital Resources – Notes Redemption, Warrants Cancellation and Exchange, Limited\nWaiver, Consent and Release Agreement” is incorporated by reference herein.

December\n2025 Warrant Exchange Agreement

The\ninformation under Item 5.B. “Liquidity and Capital Resources – December 2025 Warrant Exchange Agreement” is\nincorporated by reference herein.

At\nThe Market Offering Agreement

On\nMay 16, 2025, the Company, entered into an At The Market Offering Agreement (the “Offering Agreement”) with Wainwright. Pursuant\nto the Offering Agreement, the Company may offer and sell, from time to time, Class A Ordinary Shares through or to Wainwright as the\nCompany’s sales agent or as principal, subject to the terms and conditions set forth in the Offering Agreement. Wainwright will\nuse commercially reasonable efforts consistent with its normal trading and sales practices to sell Class A Ordinary Shares from time\nto time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery\nof a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Offering Agreement\ngenerally, Wainwright may sell Class A Ordinary Shares by any method permitted by law deemed to be an “at the market offering”\nas defined by Rule 415(a)(4) promulgated under the Securities Act.

The\noffer and sale of Class A Ordinary Shares were required to be made pursuant to the Company’s prior shelf registration statement\non Form F-3, which was declared effective by the SEC on May 13, 2022 (File No. 333-264714) (the “Prior Shelf Registration Statement”),\nthe prospectus contained in the Prior Shelf Registration Statement, and the prospectus supplements filed with respect to such prospectus\npursuant to Rule 424(b) under the Securities Act. On May 16, 2025, the Company filed a prospectus supplement with respect to the Prospectus\npursuant to Rule 424(b) under the Securities Act relating to the offer and sale of Class A Ordinary Shares under the Offering Agreement\nhaving a maximum aggregate offering price of $2,064,262. On July 28, 2025, the Company filed a prospectus supplement which increased\nthe maximum aggregate offering price issuable under the Offering Agreement to up to an aggregate of $4,184,136, which does not include\n$2,063,999 of securities that were previously sold pursuant to General Instruction I.B.5 of Form F-3 during the 12-calendar month period\nthat ended on July 28, 2025.

The\nCompany or Wainwright may suspend the offering of Class A Ordinary Shares under the Offering Agreement. The Company may terminate the\nOffering Agreement at any time upon ten business days’ prior notice. Wainwright may terminate the Offering Agreement at any time.

The\nCompany will pay Wainwright a cash commission equal to 3.0% of the gross proceeds from each sale of shares of common stock sold pursuant\nto the Offering Agreement, and will reimburse Wainwright for certain specified expenses, including the documented fees and costs of its\nlegal counsel reasonably incurred in connection with entering into the transactions contemplated by the Offering Agreement in an amount\nup to $60,000 and up to $5,000 per due diligence update session.

The\nCompany made certain customary representations, warranties and covenants in the Offering Agreement concerning the Company and the Prior\nShelf Registration Statement, the prospectus contained therein, prospectus supplements and other documents and filings relating to the\noffering of the Class A Ordinary Shares. In addition, the Company agreed to indemnify Wainwright against certain liabilities, including\nliabilities under the Securities Act. The Prior Shelf Registration Statement expired on November 10, 2025 following a 180-day grace period\npursuant to Rule 415(a)(6) promulgated under the Securities Act.

November\n2023 Securities Subscription Agreement, Registration Rights Agreement, Convertible Notes and Warrants

Under\nthe November 2023 Subscription Agreement, the November 2023 Investors may subscribe for convertible promissory notes (“November\n2023 Subscription Notes”) in the aggregate principal amount of up to $20 million, including the initial tranche of $1.15 million\ndescribed below, in tranches based on certain requirements and subject to the satisfaction of certain conditions as set forth in the\nNovember 2023 Subscription Agreement. Each tranche size, other than the initial tranche, is to be determined by mutual agreement of the\nCompany and the Assignee Lead Holder (as defined below). The Company also agreed to issue to the November 2023 Investors, for no additional\nconsideration, warrants (“November 2023 Subscription Warrants”) to purchase Class A Ordinary Shares in an amount equal to\n30% of the principal amount of the November 2023 Subscription Notes divided by 130% of the VWAP for the five trading days immediately\npreceding the applicable closing date and with an exercise price equal to 130% of the VWAP for the five trading days immediately preceding\nthe applicable closing date.

In\nconnection with the November 2023 Subscription Agreement, under the Registration Rights Agreement, dated as of November 21, 2023, between\nthe Company and the Initial Lead Holder (the “November 2023 Registration Rights Agreement”), the Company was required to\nregister 200% of the maximum number of Class A Ordinary Shares issuable upon conversion of the November 2023 Subscription Notes and exercise\nof the November 2023 Subscription Warrants. In accordance with the terms of the November 2023 Registration Rights Agreement, the Company\nfiled a Registration Statement on Form F-3 (File No. 333-276880), which, as amended, was declared effective by the SEC on May 3, 2024,\nto register the offer and resale of a maximum of 1,328,072 Class A Ordinary Shares issuable upon conversion and exercise of the November\n2023 Subscription Notes and the November 2023 Subscription Warrants. On May 3, 2024, the Company filed the final prospectus for this\noffering, dated May 3, 2024, relating to the offer and resale of up to 32,010 Class A Ordinary Shares upon conversion and exercise of\nthe November 2023 Subscription Notes and exercise of the November 2023 Subscription Warrants, based upon the price of the Class A Ordinary\nShares as of May 1, 2024.

On\nMay 7, 2024, the initial tranche in the amount of $1,150,000 was agreed and subscribed for by the Initial Lead Holder.

Convertible\nNote Issued May 7, 2024

Pursuant\nto the November 2023 Subscription Agreement, the Company issued the May 2024 Note to the Initial Lead Holder with an original issue discount\nof 2%. On May 7, 2026, the Company was required to pay to the holder an amount in cash representing 100% of all outstanding principal\nand accrued and unpaid interest unless the May 2024 Note was previously converted or repaid. The May 2024 Note initially accrued interest\nat 4.00% per annum over the Secured Overnight Financing Rate (SOFR).

Holders\nof the May 2024 Note could convert all or any portion of the outstanding principal, interest and late fees if any, into a number of Class\nA Ordinary Shares at a conversion rate determined by dividing (x) the conversion amount by (y) the higher of (i) the May 2024 Note Minimum\nConversion Price and (ii) 90% of the VWAP of the Class A Ordinary Shares on a day selected by the holder out of the five trading days\nimmediately prior to the date of conversion (the “May 2024 Note Conversion Price”). The “May 2024 Note Minimum Conversion\nPrice” was $14.00 provided that if at any time while the May 2024 Note was outstanding, the three-day VWAP of the Class A Ordinary\nShares is less than $14.00, then the May 2024 Note Minimum Conversion Price would thereafter equal $3.50.

The\nMay 2024 Note provided for certain customary events of default, including, among other things, a May 2024 Note Bankruptcy Event of Default.\nIn connection with a May 2024 Note Bankruptcy Event of Default, the Company was be required to promptly pay to the holder an amount in\ncash representing (i) all outstanding principal, unpaid interest and unpaid late charges on such principal and interest accrued up to\nthe date of redemption, multiplied by (ii) 125%, in addition to any and all other amounts due, without the requirement for any notice\nor demand or other action by the holder or any other person or entity, provided that the holder could, in its sole discretion, waive\nsuch right to receive payment upon a May 2024 Note Bankruptcy Event of Default, in whole or in part, and any such waiver would not affect\nany other rights of the holder.

See\n“—Convertible Notes Issuable Pursuant to the Securities Subscription Agreement” for other general terms applicable\nto the May 2024 Note.

Warrant\nIssued May 7, 2024

Also\non May 7, 2024, pursuant to the November 2023 Subscription Agreement and in connection with the issuance of the May 2024 Note, the Company\nissued a warrant (the “May 2024 Warrant”) to the Initial Lead Holder to purchase an aggregate of 5,960 Class A Ordinary Shares\nwith an exercise price of $57.89 per share, expiring on May 7, 2026. See “—Warrants Issuable Pursuant to the Securities\nSubscription Agreement” for other general terms applicable to the May 2024 Warrant.

As\na result of the conversions of the January 2025 Notes and the March 2025 Notes described under “—Conversion of January\n2025 Notes and March 2025 Notes”, the adjusted exercise price for this warrant became $4.65 per share, and the adjusted number\nof underlying shares became 74,199. As of December 31, 2025, the May 2024 Warrant had been fully exercised for a total of 74,199 Class\nA Ordinary Shares in the aggregate.

Assignment\nof Rights by Belike Nominees Pty Ltd. to Macquarie Bank Limited

On\nMay 8, 2024, Belike Nominees Pty Ltd. (the “Initial Lead Holder”) assigned its rights under the November 2023 Subscription\nAgreement, the November 2023 Registration Rights Agreement, the May 2024 Note, and the May 2024 Warrant to Macquarie Bank Limited (the\n“Assignee Lead Holder”). On May 22, 2024, the Company filed a prospectus supplement, dated May 22, 2024, to the prospectus\ndated May 3, 2024 with the SEC pursuant to Rule 424(b)(3) under the Securities Act, which replaced the Initial Lead Holder with the Assignee\nLead Holder as the named selling shareholder pursuant to the assignment of all rights to the Class A Ordinary Shares issuable upon conversion\nor exercise of the May 2024 Note and the May 2024 Warrant by the Initial Lead Holder to the Assignee Lead Holder. On March 12, 2025,\nthe Company filed an additional prospectus supplement, dated March 12, 2025, to the prospectus dated May 3, 2024 with the SEC pursuant\nto Rule 424(b)(3) under the Securities Act for the resale from time to time of up to 171,959 Class A Ordinary Shares, which was equal\nto 200% of the maximum number of Class A Ordinary Shares that was issuable to the Assignee Lead Holder upon conversion of the principal\nand accrued interest and interest that was accruable prior to maturity under the May 2024 Note at the May 2024 Note Minimum Conversion\nPrice in the original principal amount of $1,150,000 and upon exercise of the May 2024 Warrant, and which included 49,498 Class A Ordinary\nShares that Assignee Lead Holder had previously been issued upon conversion of the May 2024 Note as of the date of such prospectus supplement.

Securities\nSubscription Agreement

The\nNovember 2023 Subscription Agreement provides that from the period beginning on May 7. 2024 and ending on May 7, 2026 (the “Tranche\nTermination Date”), the Company may give notice (“New Tranche Notice”) of a request of a subsequent loan tranche under\nthe November 2023 Subscription Agreement upon 20 business days’ written notice to the November 2023 Investors, unless otherwise\nagreed to between the Company and the November 2023 Investors, provided (i) the Equity Conditions (as defined in the November 2023 Subscription\nAgreement) are met (as determined in the sole discretion of the Assignee Lead Holder, (ii) the Assignee Lead Holder has obtained all\nnecessary internal approvals, and (iii) subject to the satisfaction of closing conditions. Each of the November 2023 Investors will have\nthe right, but not the obligation, in its sole discretion, to subscribe for from the Company the requested additional tranche of November\n2023 Subscription Notes in an aggregate original principal amount to be determined upon agreement or as stated in the New Tranche Note.\nEach of the November 2023 Investors will pay $9,800 for each $10,000 of principal amount of November 2023 Subscription Notes to be subscribed\nfor by such November 2023 Investors.

The\nNovember 2023 Subscription Agreement contains a number of conditions to the closing of each tranche, including the following:

●

With\n respect to the initial closing, the Company shall have closed on an equity financing with\n a third party investor in which the Company receives net proceeds of at least $1,000,000.

●

The\n filing and effectiveness of a registration statement registering for resale the Class A Ordinary\n Shares issuable upon conversion and exercise of the November 2023 Subscription Notes and\n November 2023 Subscription Warrants purchased in the tranche.

●

The\n Company shall have provided evidence of the termination of the Prior ATM Agreement.

●

The\n average daily traded value of the Class A Ordinary Shares for the ten consecutive trading\n days immediately preceding the most recent closing date is not less than 50% of the average\n daily traded value of the Class A Ordinary Shares for 10 consecutive trading days immediately\n preceding the date on which the relevant registration statement was filed with the SEC and\n the trading price of the Class A Ordinary Shares at any time on any of the three trading\n days immediately preceding the closing date is not less than 65% of the Closing Sale Price\n (as defined in the November 2023 Subscription Agreement) of the Class A Ordinary Shares on\n the date on which the relevant registration statement is filed with the SEC (or if such date\n is not a trading day, the trading day immediately preceding such date).

●

The\n Company shall have a minimum balance of cash (and cash equivalent assets) equal to or greater\n than $500,000 within five days of the applicable closing.

●

For\n each tranche subsequent to the initial tranche, the Company will be required to satisfy the\n Equity Conditions.

The\nNovember 2023 Subscription Agreement contains a number of covenants, including the following:

●

So\n long as any November 2023 Subscription Notes remain outstanding, the Company and its subsidiaries\n will not effect or enter an agreement to effect any Variable Rate Transaction (as defined\n in the November 2023 Subscription Agreement).

●

So\n long as any of the November 2023 Investors beneficially own any November 2023 Subscription\n Notes or November 2023 Subscription Warrants, the Company will not, without the prior written\n consent of the Assignee Lead Holder, offer, issue or sell (1) any November 2023 Subscription\n Notes (other than to one of the November 2023 Investors pursuant to the November 2023 Subscription\n Agreement) or (2) other equity or securities that could reasonably be expected to cause a\n breach or default under the November 2023 Subscription Notes or the November 2023 Subscription\n Warrants or otherwise impede the ability of any of the November 2023 Investors to exercise\n any rights thereunder.

●

So\n long as any of the November 2023 Investors beneficially owns any November 2023 Subscription\n Notes, subject to certain exceptions, the Company and its subsidiaries shall not directly\n or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose\n of (or announce any issuance, offer, sale, grant of any option or right to purchase or other\n disposition of any equity security, any convertible securities (as defined below), any preferred\n stock or any purchase rights and including any “at-the-market” offering of equity\n securities.

●

The\n Company is required to reimburse the Assignee Lead Holder up to $125,000 for its legal and\n due diligence fees, of which $40,000 was paid prior to the date of the November 2023 Subscription\n Agreement.

●

Until\n the November 2023 Subscription Agreement Applicable Date (as defined below) and at any time\n thereafter while any registration statement is not effective or the prospectus contained\n therein is not available for use or any Current Public Information Failure (as defined in\n the November 2023 Registration Rights Agreement) exists, the Company shall not file a registration\n statement or an offering statement under the Securities Act relating to securities that are\n not the Registrable Securities (as defined in the November 2023 Registration Rights Agreement).\n “November 2023 Subscription Agreement Applicable Date Applicable Date” means\n the earlier of (x) the first date on which the resale by the holders of all the Registrable\n Securities required to be filed on the initial registration statement (as defined in the\n November 2023 Registration Rights Agreement) pursuant to the November 2023 Registration Rights\n Agreement is declared effective by the SEC (and each prospectus contained therein is available\n for use on such date) or (y) the first date on which all of the Registrable Securities are\n eligible to be resold by such holders pursuant to Rule 144 (or, if a Current Public Information\n Failure has occurred and is continuing, such later date after which the Company has cured\n such Current Public Information Failure).

●

For\n so long as any November 2023 Subscription Notes or November 2023 Subscription Warrants remain\n outstanding, the Company may not issue or sell any Class A Ordinary Shares, subject to certain\n exceptions, for a consideration per share less than a price equal to the conversion price\n of the November 2023 Subscription Notes in effect immediately prior to such issuance or sale\n (“November 2023 Subscription Dilutive Issuance”) if the effect of such Dilutive\n Issuance is to cause the Company to be required to issue upon conversion or exercise of any\n November 2023 Subscription Notes or November 2023 Subscription Warrants any Class A Ordinary\n Shares in excess of that number of Class A Ordinary Shares which the Company may issue upon\n conversion or exercise of any November 2023 Subscription Notes or November 2023 Subscription\n Warrants without breaching the Company’s obligations under the rules or regulations\n of Nasdaq.

●

So\n long as any November 2023 Subscription Notes are outstanding, the Company shall not, directly\n or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities\n of the Company without the prior express written consent of the November 2023 Investors.

●

In\n addition, the Company granted the Assignee Lead Investor the right, but not the obligation,\n to participate exclusively as investor in future equity and equity-linked offerings of securities\n during the period beginning on the date of the November 2023 Subscription Agreement and ending\n on the six-month anniversary of the day the Assignee Lead Investor ceases to hold any November\n 2023 Subscription Notes or November 2023 Subscription Warrants, in an amount of up to 100%\n of the securities being sold in such offerings.

The\nCompany may terminate the November 2023 Subscription Agreement and the ability to request any further tranches under it at any time prior\nto the Tranche Termination Date by providing forty business days’ written notice or other period if agreed to by the Company and\nthe November 2023 Investors (the “Termination Notice Period”). Within two business days of the expiration of the Termination\nNotice Period, the Company will have the obligation to purchase all outstanding November 2023 Subscription Notes from the November 2023\nInvestors at price equal to 108% of the then issued and outstanding principal balance of such November 2023 Subscription Notes and all\naccrued but unpaid interest thereon by wire transfer of immediately available funds.

The\nNovember 2023 Subscription Agreement contains certain representations and warranties, covenants and indemnities customary for similar\ntransactions.

Convertible\nNotes Issuable Pursuant to the Securities Subscription Agreement

General.\nThe November 2023 Subscription Notes will be issued with an original issue discount of 2%. On the second anniversary of the date of issuance\nof a November 2023 Placement Note (the “November 2023 Subscription Notes Maturity Date”), the Company shall pay to the holder\nan amount in cash representing 100% of all outstanding principal and accrued and unpaid interest.

Interest.\nThe November 2023 Subscription Notes accrue interest at 4.00% per annum over the Secured Overnight Financing Rate (SOFR). After the occurrence\nand during the continuance of an event of default, the November 2023 Subscription Notes will accrue interest at the rate of 18.0% per\nannum. See “—Events of Default” below.

Conversion.\nHolders of the November 2023 Subscription Notes may convert all or any portion of the outstanding principal, interest and late fees if\nany, into a number of Class A Ordinary Shares at a conversion rate determined by dividing (x) the conversion amount by (y) the higher\nof (i) the November 2023 Subscription Notes Minimum Conversion Price (as defined below) and (ii) 90% of the VWAP of the Class A Ordinary\nShares on a day selected by the holder out of the five trading days immediately prior to the date of conversion (the “November\n2023 Subscription Notes Conversion Price”). The “November 2023 Subscription Notes Minimum Conversion Price” will be\n$7.00 provided that if at any time while the November 2023 Subscription Notes are outstanding, the three-day VWAP of the Class A Ordinary\nShares is less than $7.00, then the November 2023 Subscription Notes Minimum Conversion Price shall thereafter equal $1.75. With respect\nto the May 2024 Note only, all references to the November 2023 Subscription Notes Conversion Price refer to the May 2024 Note Conversion\nPrice, and all references to the November 2023 Subscription Notes Minimum Conversion Price refer to the May 2024 Note Minimum Conversion\nPrice.

Trading\nPrice Redemption. If, at any time prior to the November 2023 Subscription Notes Maturity Date, the VWAP of the Company’s Class\nA Ordinary Shares for any ten trading day period is less than the November 2023 Subscription Notes Minimum Conversion Price, then the\nholder shall have the right, but not the obligation, to require the Company to redeem the November 2023 Subscription Notes in full at\na price equal to 108% of all outstanding principal and accrued and unpaid interest and accrued and unpaid late charges, if any, on such\nprincipal and interest.

Conversion\nLimitation. Each of the holders of the November 2023 Subscription Notes may not convert any portion of the November 2023 Subscription\nNotes to the extent that after giving effect to such conversion, such holder together with its affiliates and certain other parties (“November\n2023 Securities Attribution Parties”) collectively would beneficially own in excess of 9.99% of the Class A Ordinary Share outstanding\nimmediately after giving effect to such conversion.

Events\nof Default

The\nNovember 2023 Subscription Notes contain certain customary events of default, including, among other things, the failure of a required\nregistration statement to be filed, become or remain effective in accordance with certain deadlines set forth in the November 2023 Registration\nRights Agreement, and breach of the financial covenants described in “—Covenants” below.

In\nconnection with an event of default, a holder may require the Company to redeem in cash any or all of the November 2023 Subscription\nNotes. The redemption price (except in the case of certain events of default relating to bankruptcy) will equal the greater of (i) 125%\nof the conversion amount being redeemed and (ii) the conversion rate with respect to the conversion amount in effect at such time as\nthe holder delivers notice of an event of default redemption multiplied by the greatest closing sale price of the Class A Ordinary Shares\non any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company\nmade the entire redemption payment.

In\nconnection with bankruptcy, insolvency, reorganization, or similar proceedings or court orders of, against, or in respect of the Company\nor any subsidiary, the Company will be required to promptly pay to the holders of the November 2023 Subscription Notes an amount in cash\nrepresenting (i) all outstanding principal, unpaid interest and unpaid late charges on such principal and interest accrued up to the\ndate of redemption, multiplied by (ii) 125%, in addition to any and all other amounts due, without the requirement for any notice or\ndemand or other action by the holder or any other person or entity, provided that each of the holders may, in its sole discretion, waive\nsuch right to receive payment, in whole or in part, and any such waiver will not affect any other rights of the holder.

Change\nof Control. In connection with a Change of Control (as defined in the November 2023 Subscription Notes), a holder may require the\nCompany to redeem all or any portion of each November 2023 Subscription Note (“Change of Control Redemption”). The redemption\nprice per share will equal the greatest of (i) 125% of the conversion amount being redeemed, (ii) the product of 125% multiplied by the\nproduct of (A) the conversion amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest closing sale\nprice of the Class A Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation\nof the applicable Change of Control and (2) the public announcement of such Change of Control, and ending on the date the holder delivers\nnotice of the Change of Control Redemption by (II) the November 2023 Subscription Notes Conversion Price then in effect and (iii) the\nproduct of 125% multiplied by the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate\ncash consideration and the aggregate cash value of any non-cash consideration per Class A Ordinary Share to be paid to the holders of\nthe Class A Ordinary Shares upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded\nsecurities to be valued at the highest of the closing sale price of such securities as of the trading day immediately prior to the consummation\nof such Change of Control, the closing sale price of such securities on the trading day immediately following the public announcement\nof such proposed Change of Control and the closing sale price of such securities on the trading day immediately prior to the public announcement\nof such proposed Change of Control) divided by (II) the November 2023 Subscription Notes Conversion Price then in effect.

Holder\nRights Upon Issuance of Purchase Rights, Corporate Events, and Issuance of other Securities

If\nat any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities\nor other property pro rata to all or substantially all of the record holders of Class A Ordinary Shares (the “Purchase Rights”),\nthen each of the holders of the November 2023 Subscription Notes will be entitled to acquire, upon the terms applicable to such Purchase\nRights, the aggregate Purchase Rights which the holders could have acquired if the holders had held the number of Class A Ordinary Shares\nacquirable upon complete conversion of the November 2023 Subscription Notes (without taking into account any limitations or restrictions\non the convertibility of the November 2023 Subscription Notes and assuming for such purpose that the November 2023 Subscription Notes\nwere converted at the then effective November 2023 Subscription Notes Minimum Conversion Price as of the applicable record date) immediately\nprior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights.

Prior\nto the consummation of any Fundamental Transaction (as defined in the November 2023 Subscription Notes) pursuant to which holders of\nClass A Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange for Class A Ordinary Shares\n(a “Corporate Event”), each of the holders of the November 2023 Subscription Notes will thereafter have the right to receive\nupon a conversion of the November 2023 Subscription Notes, such securities or other assets to which the holder would have been entitled\nwith respect to such Class A Ordinary Shares had such Class A Ordinary Shares been held by the holder upon the consummation of such Corporate\nEvent (without taking into account any limitations or restrictions on the convertibility of the November 2023 Subscription Notes).

Subject\nto certain exceptions, if the Company issues or sells, or is deemed to have issued or sold, any Class A Ordinary Shares (including the\nissuance or sale of Class A Ordinary Shares owned or held by or for the account of the Company issued or sold or deemed to have been\nissued or sold) for a consideration per share less than a price equal to the November 2023 Subscription Notes Conversion Price in effect\nimmediately prior to such issuance or sale or deemed issuance or sale, then, immediately after such issuance or sale, the November 2023\nSubscription Notes Conversion Price then in effect shall be reduced to an amount equal to the price of the lower-priced security.

If\nthe Company in any manner issues or sells or enters into any agreement to issue or sell, any ordinary shares, options or convertible\nsecurities that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for Class A Ordinary Shares\nat a price which varies or may vary with the market price of the Class A Ordinary Shares, including by way of one or more reset(s) to\na fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (“Variable Price”), the Company\nwill be required to provide written notice to the holders of the November 2023 Subscription Notes on the date of such agreement and the\nissuance of such securities. From and after the date the Company enters into such agreement or issues any such securities, each holder\nof the November 2023 Subscription Notes may, in its sole discretion, substitute the Variable Price for the November 2023 Subscription\nNotes Conversion Price or November 2023 Subscription Notes Minimum Conversion Price upon conversion of the November 2023 Subscription\nNotes.

Covenants.\nThe Company will be subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence\nof liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer\nof assets, among other matters.

Warrants\nIssuable Pursuant to the Securities Subscription Agreement

General.\nEach of the November 2023 Subscription Warrants enables its holder to acquire, at any time after the issuance date thereof and from time\nto time, at the exercise price then in effect, Class A Ordinary Shares.

Exercise\nPrice. The exercise price per share of the November 2023 Subscription Warrants will be 130% of the VWAP of the Class A Ordinary Shares\nduring the five trading days immediately preceding the issuance of such November 2023 Subscription Warrants, subject to adjustment as\ndescribed further below.

Exercise\nPeriod. November 2023 Subscription Warrants are exercisable at any time and from time to time until the second anniversary of the\nissuance date.

Cashless\nExercise. If at the time of exercise of any November 2023 Subscription Warrants, there is no effective registration statement registering\nthe Class A Ordinary Shares underlying the November 2023 Subscription Warrants, such November 2023 Subscription Warrants may be exercised\non a cashless basis pursuant to its terms.

Exercise\nLimitation. Each holder of the November 2023 Subscription Warrants may not exercise any portion of the November 2023 Subscription\nWarrants to the extent that after giving effect to such exercise, the holder together with the other November 2023 Securities Attribution\nParties collectively would beneficially own in excess of 9.99% of the Class A Ordinary Shares outstanding immediately after giving effect\nto such exercise.

Adjustment\nof Exercise Price and Number of Placement Warrant Shares

The\nexercise price of the November 2023 Subscription Warrants is subject to adjustment in accordance with the adjustment of the November\n2023 Subscription Notes Conversion Price as described above. If and whenever the Company issues or sells, or is deemed to have issued\nor sold, any Class A Ordinary Shares (including the issuance or sale of Class A Ordinary Shares owned or held by or for the account of\nthe Company), subject to certain exceptions, then immediately after such sale or issuance, the exercise price then in effect will be\nreduced to an amount equal to the price of the lower-priced security. Simultaneously with any adjustment to the exercise price, the number\nof Class A Ordinary Shares that may be acquired upon exercise of the November 2023 Subscription Warrants will be increased proportionately,\nso that after such adjustment the aggregate exercise price payable for the adjusted number of Class A Ordinary Shares underlying the\nNovember 2023 Subscription Warrants will be the same as the aggregate exercise price in effect immediately prior to such adjustment (without\nregard to any limitations on exercise).

If\nthe Company in any manner issues or sells or enters into any agreement to issue or sell, any ordinary shares, options or convertible\nsecurities that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for Class A Ordinary Shares\nat a Variable Price, the Company will be required to provide written notice to the holders of the November 2023 Subscription Warrants\non the date of such agreement and the issuance of such securities. From and after the date the Company enters into such agreement or\nissues any such securities, each holder of the November 2023 Subscription Warrants may, in its sole discretion, substitute the Variable\nPrice for the exercise price upon exercise of the November 2023 Subscription Warrants.

Fundamental\nTransaction Redemption. In connection with the Company’s consummation of a Fundamental Transaction (as defined in the November\n2023 Subscription Warrants), each holder of the November 2023 Subscription Warrants may require the Company (or the successor entity,\nas the case may be) to purchase the November 2023 Subscription Warrants from the holder by paying to the holder cash in an amount equal\nto the Black Scholes Value (as defined in the November 2023 Subscription Warrants).

Registration\nRights Agreement

Pursuant\nto the November 2023 Registration Rights Agreement, the Company granted certain registration rights to the November 2023 Investors, obligating\nthe Company to have a registration statement declared effective as a condition to any issuance of the November 2023 Subscription Notes.\nThe November 2023 Registration Rights Agreement also grants the November 2023 Investors customary “piggyback” registration\nrights. The Company will be required to pay certain Registration Delay Payments (as defined in the November 2023 Registration Rights\nAgreement) to the November 2023 Investors upon the occurrence of certain events as detailed in the November 2023 Registration Rights\nAgreement.

Subscription\nAgreement with Hydrogenial S.A.

The\nHydrogenial Agreement provides for the private placement of an aggregate of 1,251,168 Class A Ordinary Shares and warrants to acquire\nan aggregate of 375,351 Class A Shares for an aggregate purchase price of $33,500,000.

The\nHydrogenial Agreement originally provided for the closing of the sale to take place on September 30, 2024, subject to applicable closing\nconditions. The Hydrogenial Agreement was amended to provide that the closing under the Hydrogenial Agreement would take place on October\n25, 2024.

The\nHydrogenial Agreement provides that following the closing of the sale under the Hydrogenial Agreement, Hydrogenial will have the right\nto nominate one member to the Company’s Board of Directors, provided that such right will terminate once the investor ceases to\nown at least 25% of the Company’s outstanding voting securities. Hydrogenial will be prohibited from selling the purchased securities\nuntil five years after the closing of the sale, and as long as it owns at least 25% of the outstanding Class A Ordinary Shares, the Company\nwill have a right to purchase its shares prior to offering the shares to another party.

The\nCompany will be required to file a registration statement to register the resale of the Class A Ordinary Shares (including those underlying\nthe warrants) sold to Hydrogenial within 30 business days of the closing and use its commercially reasonable efforts to have it declared\neffective by the SEC as soon as practicable but no later than 60 calendar days after such filing deadline.

November\n2024 Stock Purchase Agreement

The\ninformation under Item 4.A. “History and Development of the Company – Acquisition of Quality Industrial Corp. –\nNovember 2024 Stock Purchase Agreement” is incorporated by reference herein.

January\n2025 Securities Purchase Agreement, Registration Rights Agreement, Notes and Warrants

The\ninformation under Item 5.A. “Operating Results – Recent Developments – January 2025 Private Placement of Senior\nConvertible Notes and Warrants” is incorporated by reference herein.

February\n2025 Securities Purchase Agreement and Registration Rights Agreement, March Notes and Warrants

The\ninformation under Item 5.A. “Operating Results – Recent Developments – February 2025 Private Placement of Senior\nConvertible Notes and Warrants” is incorporated by reference herein.

January\n2025 Ordinary Shares Purchase Agreement and Registration Rights Agreement

The\ninformation under Item 5.A. “Operating Results – Recent Developments – Committed Equity Financing” is\nincorporated by reference herein.

10.D.\nExchange Controls

Under\nthe laws of Ireland, except as indicated below, there are currently no restrictions on the export or import of capital, including foreign\nexchange controls or restrictions that affect the remittance of dividends, interest or other payments to nonresident holders of our ordinary\nshares.

It\nis an offence under Irish law (pursuant to various statutory instruments) to transfer funds or make funds or economic resources available,\ndirectly or indirectly to any person or entity in contravention of Irish, EU or United Nations sanctions or to otherwise contravene Irish,\nEU or United Nations sanctions.

Under\nthe Financial Transfers Act 1992 (the “1992 Act”), the Minister for Finance of Ireland may make provision for the restriction\nof financial transfers between Ireland and other countries. Financial transfers are broadly defined, and dividends would fall within\nthis definition.

The\n1992 Act and underlying EU regulations prohibit financial transfers with certain persons and entities listed in the EU Consolidated Financial\nSanctions List and United Nations Security Council Consolidated List, each of which is updated on an ongoing basis.

10.E.\nTaxation

The\nfollowing discussion is based on the tax laws, regulations and regulatory practices of the United States and Ireland as in effect on\nthe date hereof, which are subject to change (or subject to changes in interpretation), possibly with retroactive effect.

Current\nand prospective shareholders are advised to consult their own tax advisors in light of their particular circumstances as to the U.S.\nor Irish tax laws, regulations and regulatory practices that could be relevant for them in connection with owning and selling or otherwise\ndisposing of our Class A Ordinary Shares and receiving dividends and similar cash or in-kind distributions on our Class A Ordinary Shares\n(including dividends on liquidation proceeds and share dividends) or distributions on our Class A Ordinary Shares based upon a capital\nreduction or reserves paid out of capital contributions and the consequences thereof under the tax laws, regulations and regulatory practices\nof the United States or Ireland.

Material\nU.S. Federal Income Tax Consequences for U.S. Holders

The\nfollowing is a description of the material U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing\nour Class A Ordinary Shares. It does not describe all tax consequences that may be relevant to a particular person’s decision to\nacquire Class A Ordinary Shares.

This\ndiscussion applies only to a U.S. Holder that holds Class A Ordinary Shares as capital assets for U.S. federal income tax purposes (generally,\nproperty held for investment). In addition, it does not describe any tax consequences other than U.S. federal income tax consequences,\nincluding state and local tax consequences and estate tax consequences, and does not describe all of the U.S. federal income tax consequences\nthat may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the\npotential application of the provisions of the U.S. the Code known as the Medicare contribution tax, special tax accounting rules under\nSection 451(b) of the Code, and tax consequences applicable to U.S. Holders subject to special rules, such as:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	certain\n banks, insurance companies and other financial institutions;
	●	brokers,\n dealers or traders in securities who use a mark-to-market method of tax accounting;
	●	persons\n holding Class A Ordinary Shares as part of a straddle, wash sale, conversion transaction\n or other integrated transaction or persons entering into a constructive sale with respect\n to the Class A Ordinary Shares;
	●	persons\n whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
	●	entities\n or arrangements classified as partnerships or S corporations for U.S. federal income tax\n purposes (and investors therein);
	●	tax-exempt\n entities, including an “individual retirement account” or “Roth IRA,”\n or governmental entities;
	●	real\n estate investment trusts or regulated investment companies;
	●	former\n U.S. citizens or long-term residents of the United States;
	●	persons\n that own or are deemed to own 10% or more of the voting power or value of our shares;
	●	persons\n who acquired our Class A Ordinary Shares pursuant to the exercise of an employee stock option\n or otherwise as compensation; or
	●	persons\n holding Class A Ordinary Shares in connection with a trade or business conducted outside\n of the United States or in connection with a permanent establishment or other fixed place\n of business outside of the United States.

If\nan entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds Class A Ordinary Shares, the\nU.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership.\nPartnerships holding Class A Ordinary Shares and partners in such partnerships should consult their tax advisors as to the particular\nU.S. federal income tax consequences of owning and disposing of the Class A Ordinary Shares in their circumstances.

This\ndiscussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed U.S. Treasury regulations,\nand the income tax treaty between Ireland and the United States (the “Treaty”), all as of the date hereof, any of which is\nsubject to change or differing interpretations, possibly with retroactive effect.

A\n“U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of Class A Ordinary Shares, who\nis eligible for the benefits of the Treaty and who is:

\n\n\n\n\n

	●	a\n citizen or individual resident of the United States;
	●	a\n corporation, or other entity taxable as a corporation, created or organized in or under the\n laws of the United States, any state therein or the District of Columbia; or
	●	an\n estate or trust the income of which is subject to U.S. federal income taxation regardless\n of its source.

U.S.\nTreasury regulations that apply to taxable years beginning on or after December 28, 2021, or the Foreign Tax Credit Regulations, may\nin some circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to certain non-U.S. taxes that are not creditable\nunder applicable income tax treaties. The U.S. Internal Revenue Service (the “IRS”), has released notices which indicate\nthat the U.S. Treasury Department and the IRS are considering amendments to the Foreign Tax Credit Regulations and provide temporary\nrelief from certain of their provisions until such time as the IRS issues a subsequent notice or other guidance withdrawing or modifying\nthe temporary relief (or any later date specified in the relevant notice or guidance). U.S. investors that are not eligible for Treaty\nbenefits should consult their tax advisors regarding the creditability or deductibility of any non-U.S. taxes imposed on them. This discussion\ndoes not apply to investors in this special situation. U.S. Holders should consult their tax advisors concerning the U.S. federal, state,\nlocal and non-U.S. tax consequences of owning and disposing of Class A Ordinary Shares in their particular circumstances.

Passive\nForeign Investment Company Rules

Under\nthe Internal Revenue Code of 1986, as amended (the “Code”), we will be a PFIC for any taxable year in which, after the application\nof certain “look-through” rules with respect to our subsidiaries, either (i) 75% or more of our gross income consists of\n“passive income,” or (ii) 50% or more of the average quarterly value of our assets consists of assets that produce, or are\nheld for the production of, “passive income.” For purposes of the calculations above, we will be treated as if we hold our\nproportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we\ndirectly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income generally includes dividends, interest,\nrents, certain non-active royalties, and capital gains.

Based\non the composition of our income and assets during 2025 and the value of our assets, including the application of the look-through rules\nto our majority-owned subsidiary, Quality Industrial Corp., we do not believe we were a PFIC for the taxable year ended December 31,\n2025. However, the determination of PFIC status is a factual determination that must be made annually at the close of each taxable year\nbased on the composition of our income and the value of our assets at such time. Because our PFIC status for any taxable year will depend\non the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference\nto the market price of our Class A Ordinary Shares, which could be volatile), there can be no assurance that we will not be a PFIC for\nany future taxable year. In particular, if the transactions contemplated by the Share Exchange Agreement, dated as of February 18, 2026,\namong the Company and certain shareholders of Royal Uranium, were to be consummated, the Company would acquire royalty interests in uranium\nprojects. Royalty income is generally treated as passive income for PFIC purposes, and assets held for the production of royalty income\nare generally treated as passive assets. Accordingly, the consummation of such transactions could cause the Company to be a PFIC for\nthe taxable year in which such transactions are consummated and for subsequent taxable years, depending on the value of the royalty assets\nrelative to the Company’s other assets and the composition of the Company’s income following such transactions.

If\nwe are a PFIC for any year during which a U.S. Holder holds Class A Ordinary Shares, we would generally continue to be treated as a PFIC\nwith respect to such holder for all succeeding years during which such holder holds Class A Ordinary Shares, even if we ceased to meet\nthe threshold requirements for PFIC status, unless the U.S. Holder makes a “deemed sale” election, which would allow the\nU.S. Holder to eliminate the continuing PFIC status under certain circumstances but would require the U.S. Holder to recognize gain taxed\nunder the general PFIC rules described below.

If\nwe were a PFIC for any taxable year and any of our subsidiaries or other companies in which we owned or were treated as owning equity\ninterests were also a PFIC (any such entity is herein referred to as a “Lower-tier PFIC”), a U.S. Holder would be deemed\nto own a proportionate amount (by value) of the shares of each Lower-tier PFIC and would be subject to U.S. federal income tax according\nto the rules described in the subsequent paragraph on (i) certain distributions by a Lower-tier PFIC; and (ii) dispositions of shares\nof Lower-tier PFICs, in each case as if such holder held such shares directly, even though such holder will not have received the proceeds\nof those distributions or dispositions.

100

If\nwe were a PFIC for any taxable year during which a U.S. Holder held any of our Class A Ordinary Shares, such holder would generally be\nsubject to adverse tax consequences. Generally, gain recognized upon a disposition (including, under certain circumstances, a pledge)\nof our Class A Ordinary Shares would be allocated ratably over a U.S. Holder’s holding period for the Class A Ordinary Shares.\nThe amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary income. The\namount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals\nor corporations, as appropriate, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distributions\nreceived on a U.S. Holder’s Class A Ordinary Shares during a taxable year exceeded 125% of the average of the annual distributions\non those shares during the preceding three years or such holder’s holding period, whichever was shorter, those distributions would\nbe subject to taxation in the same manner as gain.

Alternatively,\nif we were a PFIC and if the Class A Ordinary Shares were “regularly traded” on a “qualified exchange,” a U.S.\nHolder may avoid the general PFIC tax consequences discussed above if such U.S. Holder makes a mark-to-market election with respect to\nthe Class A Ordinary Shares at the close of the first taxable year in which such holder holds our Class A Ordinary Shares. Nasdaq, on\nwhich the Class A Ordinary Shares are listed, is a qualified exchange for this purpose. Once made, the election cannot be revoked without\nthe consent of the IRS unless the Class A Ordinary Shares cease to be marketable.

If\na U.S. Holder makes the mark-to-market election with respect to the first taxable year that we are a PFIC and the U.S. Holder holds our\nClass A Ordinary Shares, such holder will generally recognize as ordinary income any excess of the fair market value of such holder’s\nClass A Ordinary Shares at the end of each taxable year in which we are a PFIC over their adjusted tax basis, and will recognize an ordinary\nloss in respect of any excess of the adjusted tax basis of the Class A Ordinary Shares over their fair market value at the end of such\ntaxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). The\nU.S. Holder’s tax basis in their Class A Ordinary Shares will be adjusted to reflect these income or loss amounts. Any gain recognized\non the sale or other disposition of Class A Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss\nwill be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market\nelection). Any gain or loss recognized on the sale or other disposition of Class A Ordinary Shares in a year when we are not a PFIC will\ngenerally be taxed in the manner described below under “– Sale or Other Disposition of Class A Ordinary Shares”.\nSubject to the discussion in the immediately succeeding paragraph, any distributions will generally be taxed in a manner described below\nunder “– Taxation of Distributions”. This election will not apply to any of our non-U.S. subsidiaries. Accordingly,\na U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any Lower-tier PFICs notwithstanding\na mark-to-market election for the Class A Ordinary Shares.

In\naddition, if we were a PFIC for any taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend\nrates discussed below with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

If\na company that is a PFIC provides certain information to U.S. Holders, a U.S. Holder can then avoid certain adverse tax consequences\ndescribed above by making a “qualified electing fund” (“QEF Election”) in the first taxable year that the company\nis treated as a PFIC with respect to the U.S. Holder. A U.S. Holder must make the QEF Election for each PFIC by attaching a separate\nproperly completed IRS Form 8621 for each PFIC to the U.S. Holder’s timely filed U.S. federal income tax return.

The\nCompany has not yet determined whether it will provide to U.S. Holders the information necessary for them to make a “qualified\nelecting fund” election under Section 1295 of the Code with respect to any taxable year in which the Company is or may be a PFIC.\nThere can be no assurance that the Company will provide such information in the future. Moreover, even if we provide this information\nregarding us and any wholly-owned subsidiaries on a timely basis, we may not be able to furnish this information with respect to a non-wholly-owned\nLower-tier PFIC, if any. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the\ninformation that a U.S. Holder would need to provide in order to make a valid election.

101

If\na U.S. Holder makes a QEF Election with respect to a PFIC, the U.S. Holder will be taxed on its pro rata share of the PFIC’s ordinary\nearnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year that the entity is a PFIC.\nIf we are a PFIC and if a U.S. Holder makes a QEF Election with respect to us, any distributions paid by us out of our earnings and profits\nthat were previously included in the U.S. Holder’s income under the QEF Election would not be taxable to the U.S. Holder. If we\nare a PFIC, a U.S. Holder will increase its tax basis in its Class A Ordinary Shares by an amount equal to any income included under\nthe QEF Election and will decrease its tax basis by any amount distributed on the Class A Ordinary Shares that is not included in the\nU.S. Holder’s income. In addition, if we are a PFIC and if a U.S. Holder makes a QEF Election with respect to us, a U.S. Holder\nwill recognize capital gain or loss on the disposition of Class A Ordinary Shares in an amount equal to the difference between the amount\nrealized and the U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares, as determined in U.S. dollars. If we are a PFIC,\nU.S. Holders should note that if they make QEF Elections with respect to us or any Lower-tier PFICs, they may be required to pay U.S.\nfederal income tax with respect to their Class A Ordinary Shares for any taxable year significantly in excess of any cash distributions\nreceived on the Class A Ordinary Shares for such taxable year. U.S. Holders should consult their tax advisors regarding making QEF Elections\nin their particular circumstances.

U.S.\nHolders should consult their tax advisors regarding whether we are a PFIC and the potential application of the PFIC rules.

If\na U.S. Holder owns Class A Ordinary Shares during any year in which we are a PFIC, the U.S. Holder generally must file an annual report\non IRS Form 8621 with respect to us and any Lower-Tier PFICs containing such information as the U.S. Treasury may require, generally\nwith the U.S. Holder’s U.S. federal income tax return for the relevant year. A U.S. Holder’s failure to file the annual report\nwill cause the statute of limitations for such U.S. Holder’s U.S. federal income tax return to remain open with respect to the\nitems required to be included in such report until three years after the U.S. Holder files the annual report and, unless such failure\nis due to reasonable cause and not willful neglect, the statute of limitations for the U.S. Holder’s entire U.S. federal income\ntax return will remain open during such period.

PROSPECTIVE\nU.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES OF OUR PFIC STATUS ON AN INVESTMENT IN CLASS A ORDINARY SHARES.

Taxation\nof Distributions

The\nfollowing is subject to the discussion under “– Passive Foreign Investment Company Rules” above. We do not currently\nexpect to make distributions on our Class A Ordinary Shares. In the event that we do make distributions of cash or other property, distributions\npaid on Class A Ordinary Shares, other than certain pro rata distributions of Class A Ordinary Shares, will generally be treated as dividends\nto the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because\nwe do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally\nwill be reported to U.S. Holders as dividends. However, if we were a PFIC for any taxable year in which we paid a dividend or for the\nprior taxable year, non-corporate U.S. Holders would not be eligible for preferential tax rates.

The\namount of a dividend will include any amounts withheld by us in respect of Irish income taxes. The amount of the dividend will be treated\nas foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to\nU.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt\nof the dividend. The amount of any dividend income paid in Euros will be the U.S. dollar amount calculated by reference to the exchange\nrate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars\nat that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize\nforeign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend\nis converted into U.S. dollars after the date of receipt.

Subject\nto applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, Irish income taxes withheld\nfrom dividends on Class A Ordinary Shares (at a rate not exceeding the rate provided by the Treaty) will be creditable against the U.S.\nHolder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult\ntheir tax advisors regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax\ncredit, U.S. Holders may, at their election, deduct foreign taxes, including any Irish income tax, in computing their taxable income,\nsubject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits\napplies to all foreign taxes paid or accrued in the taxable year.

102

Sale\nor Other Disposition of Class A Ordinary Shares

The\nfollowing is subject to the discussion under “– Passive Foreign Investment Company Rules” above.

Gain\nor loss realized by a U.S. Holder on the sale or other disposition of Class A Ordinary Shares will be capital gain or loss, and will\nbe long-term capital gain or loss if the U.S. Holder’s holding period for such Class A Ordinary Shares was more than one year as\nof the date of the sale or other disposition. The amount of the gain or loss will equal the difference between the U.S. Holder’s\ntax basis in the Class A Ordinary Shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars.\nLong-term capital gain recognized by a non-corporate U.S. Holder is subject to U.S. federal income tax at rates lower than the rates\napplicable to ordinary income and short-term capital gains, while short-term capital gains are subject to U.S. federal income tax at\nthe rates applicable to ordinary income. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.\nThe deductibility of capital losses is subject to various limitations. If we are a PFIC for any taxable year, any gain recognized on\na sale or other taxable disposition of the Class A Ordinary Shares during that taxable year will not be treated as long-term capital\ngain.

Information\nReporting and Backup Withholding

Payments\nof dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally\nare subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other\nexempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies\nthat it is not subject to backup withholding.

The\namount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal\nincome tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Information\nwith Respect to Foreign Financial Assets

Certain\nU.S. Holders who are individuals (and certain entities) may be required to report information relating to an interest in our Class A\nOrdinary Shares, subject to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain\nU.S. financial institutions). U.S. Holders should consult their tax advisors regarding the effect, if any, of this legislation on their\nownership and disposition of the Class A Ordinary Shares.

Material\nIrish Tax Consequences

The\nfollowing is a summary of the material Irish tax consequences for certain beneficial holders of Class A Ordinary Shares. The summary\nis based upon Irish tax laws and the practice of the Revenue Commissioners of Ireland in effect on the date of this Annual Report and\ncorrespondence with the Revenue Commissioners of Ireland. Changes in law and/or administrative practice may result in alteration of the\ntax considerations described below, possibly with retrospective effect.

The\nsummary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and holders of Class A\nOrdinary Shares should consult their own tax advisors about the Irish tax consequences (and the tax consequences under the laws of other\nrelevant jurisdictions) related to the acquisition, ownership and disposal of Class A Ordinary Shares. The summary applies only to shareholders\nwho will own Class A Ordinary Shares as capital assets and does not apply to other categories of shareholders, such as dealers in securities,\ntrustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired Class A Ordinary\nShares by virtue of an Irish office or employment (performed or carried on in Ireland) or who are associated entities with respect to\nFusion Fuel Green PLC (within the meaning of section 817U of the Taxes Consolidation Act, 1997).

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Tax\non Chargeable Gains

The\ncurrent rate of tax on chargeable gains (where applicable) in Ireland is 33%.

A\ndisposal of our Class A Ordinary Shares by a shareholder who is not resident or ordinarily resident for tax purposes in Ireland will\nnot give rise to Irish tax on any chargeable gain realized on such disposal unless such Class A Ordinary Shares are used, held, or acquired\nfor the purposes of a trade or business carried on by such shareholder in Ireland through a branch or agency.

A\nholder of our Class A Ordinary Shares who is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance\nlegislation, be liable to Irish tax on any chargeable gain realized on a disposal of our Class A Ordinary Shares during the period in\nwhich such individual is non-resident.

Stamp\nDuty

The\nrate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is typically 1% of the price paid or the\nmarket value of the shares acquired, whichever is greater. Where Irish stamp duty arises, it is generally a liability of the transferee.

Shares\nHeld Through the Depository Trust Company

A\ntransfer of our Class A Ordinary Shares effected by means of the transfer of book entry interests through DTC will not be subject to\nIrish stamp duty.

Shares\nHeld Outside of DTC or Transferred Into or Out of DTC

A\ntransfer of our Class A Ordinary Shares where any party to the transfer holds such shares outside of DTC may be subject to Irish stamp\nduty, subject to the availability of a relief or exemption. Shareholders wishing to transfer their shares into (or out of) DTC may do\nso without giving rise to Irish stamp duty provided that:

\n\n\n

	●	there\n is no change in the beneficial ownership of such shares as a result of the transfer; and
	●	the\n transfer into (or out of) DTC is not effected in contemplation of a sale of such shares by\n a beneficial owner to a third party.

Withholding\nTax on Dividends

We\ndo not expect to pay dividends for the foreseeable future. To the extent that we do make dividend payments (or other returns to shareholders\nthat are treated as “distributions” for Irish tax purposes), it should be noted that such distributions made by us will,\nin the absence of one of many exemptions, be subject to Irish dividend withholding tax, which is referred to in this Annual Report as\nDWT, currently at a rate of 25%.

For\nDWT purposes, a distribution includes any distribution that may be made by us to our shareholders, including cash dividends, non-cash\ndividends and additional shares taken in lieu of a cash dividend. Where an exemption does not apply in respect of a distribution made\nto a particular shareholder, we are responsible for withholding DWT prior to making such distribution.

General\nExemptions

The\nfollowing is a general overview of the scenarios where it will be possible for us to make payments of dividends without deduction of\nDWT.

Irish\ndomestic law provides that a non-Irish resident shareholder is not subject to DWT on dividends received from us if such shareholder is\nbeneficially entitled to the dividend and is either:

●

a\n person (not being a company) resident for tax purposes in certain jurisdictions (each, a\n “Relevant Territory”) (including the United States) and is neither resident nor\n ordinarily resident in Ireland (Relevant Territories for DWT purposes include the following:\n Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia & Herzegovina,\n Botswana, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Republic, Denmark, Egypt,\n Estonia, Ethiopia, Finland, France, Georgia, Germany, Ghana, Greece, Hong Kong, Hungary,\n Iceland, India, Israel, Italy, Japan, Kazakhstan, Kenya, Korea, Kosovo, Kuwait, Latvia, Lithuania,\n Liechtenstein, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco,\n Netherlands, New Zealand, Norway, Oman, Pakistan, Panama, Poland, Portugal, Qatar, Romania,\n Russia, Saudi Arabia, Serbia, Singapore, Slovak Republic, Slovenia, South Africa, Spain,\n Sweden, Switzerland, Thailand, The Republic Of Turkey, Ukraine, United Arab Emirates, United\n Kingdom, United States, Uzbekistan, Vietnam and Zambia);

104

\n\n\n\n\n\n\n

	●	a\n company which is not resident for tax purposes in Ireland but is resident for tax purposes\n in a Relevant Territory, provided such company is not under the control, whether directly\n or indirectly, of a person or persons who is or are resident in Ireland;
	●	a\n company, which is not resident for tax purposes in Ireland, that is controlled, directly\n or indirectly, by persons resident in a Relevant Territory and who is or are (as the case\n may be) not controlled by, directly or indirectly, persons who are not resident in a Relevant\n Territory;
	●	a\n company, which is not resident for tax purposes in Ireland, whose principal class of shares\n (or those of its 75% direct or indirect parent) is substantially and regularly traded on\n a stock exchange in Ireland, on a recognized stock exchange in a Relevant Territory or on\n such other stock exchange approved by the Irish Minister for Finance; or
	●	a\n company, which is not resident for tax purposes in Ireland, that is wholly-owned, directly\n or indirectly, by two or more companies where the principal class of shares of each of such\n companies is substantially and regularly traded on a stock exchange in Ireland, on a recognized\n stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish\n Minister for Finance,

and\nprovided, in all cases noted above, we have received from the shareholder, where required, the relevant DWT form(s) prior to the payment\nof the dividend (“DWT Form(s)”) and such DWT Form(s) remain valid.

For\nnon-Irish resident shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible\nfor such shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

Our\nshareholders that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions\nfrom DWT (subject if required to certain administrative obligations being satisfied). If any shareholders are exempt from DWT, but receive\ndividends subject to DWT, such shareholders may apply for refunds of such DWT from the Revenue Commissioners of Ireland.

Income\nTax on Dividends Paid on our Class A Ordinary Shares

Irish\nincome tax may arise for certain persons in respect of dividends received from Irish resident companies. A shareholder that is not resident\nor, in the case of individuals, ordinarily resident in Ireland and that is entitled to an exemption from DWT generally has no liability\nto Irish income tax or the universal social charge on a dividend received from us. An exception to this position may apply where such\nshareholder holds our Class A Ordinary Shares through a branch or agency in Ireland through which a trade is carried on.

A\nshareholder that is not resident or ordinarily resident in Ireland and that is not entitled to an exemption from DWT generally has no\nadditional Irish income tax liability or a liability to the universal social charge. The DWT deducted by us discharges the liability\nto income tax. An exception to this position may apply where the shareholder holds our Class A Ordinary Shares through a branch or agency\nin Ireland through which a trade is carried on.

Capital\nAcquisitions Tax

Irish\ncapital acquisitions tax (“CAT”), comprises principally gift tax and inheritance tax. CAT could apply to a gift or inheritance\nof our Class A Ordinary Shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because\nour Class A Ordinary Shares are regarded as property situated in Ireland for Irish CAT purposes as our share register must be held in\nIreland. The person who receives the gift or inheritance has primary liability for CAT.

CAT\nis levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship\nbetween the donor and the donee, and (ii) the aggregation of the values of previous taxable gifts and taxable inheritances received by\nthe donee from persons within the same group threshold. Gifts and inheritances passing between spouses of the same marriage or civil\npartners of the same civil partnership are exempt from CAT. Children have a tax free threshold of €400,000 in respect of taxable\ngifts or inheritances received from their parents. Our shareholders should consult their own tax advisors as to whether CAT is creditable\nor deductible in computing any domestic tax liabilities.

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There\nis also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by\na donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption\ndoes not apply to an inheritance.

THE\nIRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. HOLDERS OF OUR CLASS A ORDINARY SHARES SHOULD CONSULT WITH\nTHEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES IN IRELAND, INCLUDING RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSAL OF OUR CLASS\nA ORDINARY SHARES.

10.F.\nDividends and Paying Agents

Not\napplicable.

10.G.\nStatement by Experts

Not\napplicable.

10.H.\nDocuments on Display

We\nare subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information\nwith the SEC, including annual reports on Form 20-F and reports on Form 6-K. Reports and other information filed by us with the SEC,\nincluding this Annual Report, may be viewed from the SEC’s internet site at http://www.sec.gov.

Our\nwebsite address is www.fusion-fuel.eu. Through our website, we make available, free of charge, the following documents as soon as reasonably\npracticable after they are electronically filed with, or furnished to, the SEC, including our annual reports on Form 20-F; our proxy\nstatements for our annual and special shareholder meetings; our reports on Form 6-K; and Schedules 13D and 13G with respect to our securities\nfiled on behalf of our directors and our executive officers; and amendments to those documents. We have not incorporated by reference\ninto this Annual Report the information on our website, and you should not consider it to be a part of this Annual Report.

Statements\nmade in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document\nfiled as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and\neach such statement shall be deemed qualified in its entirety by such reference.

As\na foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports\nand proxy statements, officers and directors are exempt from the short-swing profit recovery provisions contained in Section 16 of the\nExchange Act, and principal shareholders are exempt from both the reporting and short-swing profit recovery provisions contained in Section\n16 of the Exchange Act.

10.I.\nSubsidiary Information

Not\napplicable.

10.J.\nAnnual Report to Security Holders

If\nwe are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual\nreport to security holders in electronic format in accordance with the EDGAR Filer Manual.

ITEM\n11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We\nare a “smaller reporting company” as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act and\nneed not provide the information required by this item.

ITEM\n12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.\nDebt Securities

Not\napplicable.

12.B.\nWarrants and Rights

Not\napplicable.

12.C.\nOther Securities

Not\napplicable.

12.D.\nAmerican Depositary Shares

Not\napplicable.

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PART\nII

ITEM\n13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

To\nthe extent applicable, the information included in the Report on Form 6-K furnished by the Company to the SEC on January 3, 2025 is incorporated\nby reference herein.

ITEM\n14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A-D.\nMaterial Modifications to the Rights of Security Holders

None.

E.\nUse of Proceeds

Not\napplicable.

ITEM\n15. CONTROLS AND PROCEDURES

Disclosure\nControls and Procedures

Our\nmanagement are responsible for establishing and maintaining our disclosure controls and procedures. These controls and procedures were\ndesigned to ensure that information that we are required to disclose in the reports that we file under the Exchange Act is recorded,\nprocessed, summarized and reported within the time periods specified in the applicable rules and forms of the SEC, and that it is accumulated\nand communicated to our management as appropriate to allow timely decisions regarding required disclosure.

As\nrequired by Rule 13a-15 under the Exchange Act, management has evaluated the effectiveness of our disclosure controls and procedures\nas of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed\nto ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized\nand reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without\nlimitations, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or\nsubmit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial\nofficers, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosures.

Based\non the foregoing, our principal executive and principal financial officer has concluded that as of December 31, 2025, our disclosure\ncontrols and procedures were not effective as a result of the material weakness in our internal control over financial reporting described\nbelow.

107

Management’s\nAnnual Report on Internal Control over Financial Reporting

Our\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)\nand 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance\nregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with\ngenerally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent\nor detect misstatements. However, these inherent limitations are known features of the financial reporting process. Therefore, it is\npossible to design into the process safeguards to reduce, though not eliminate, this risk.

Under\nthe supervision and with the participation of management, including our principal executive and principal financial officer, we evaluated\nthe effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on criteria for effective\ninternal control over financial reporting established in the Internal Control - Integrated Framework (2013) issued by the Committee\nof Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that our\ninternal control over financial reporting was not effective as of December 31, 2025, due to the material weakness described below.

A\ncompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance\nof records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;\n(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance\nwith IFRS, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and\ndirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,\nuse, or disposition of the company’s assets that could have a material effect on the financial statements.

A\nmaterial weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is\na reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely\nbasis.

Our\nmanagement identified a material weakness in our internal control over financial reporting primarily related to insufficient\naccounting staffing and a resulting lack of segregation of duties within our finance function. Throughout 2025 our finance team\nconsisted of our Accounting Director, our interim Chief Financial Officer, and a Finance Director who departed in January 2026,\nmeaning that preparation and review of journal entries, account reconciliations, and key management review controls over the\nfinancial close were concentrated among too few individuals. This material weakness resulted in the restatement of the\nCompany’s consolidated financial statements for the year ended December 31, 2025.

Attestation\nReport of Independent Registered Public Accounting Firm

This\nAnnual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation\nreport of the Company’s registered public accounting firm because the Company is neither an “accelerated filer” nor\na “large accelerated filer” as those terms are defined by the SEC.

Changes\nin Internal Controls over Financial Reporting

We\nhave worked to remediate the material weakness referenced above. We are actively recruiting a replacement for the departed Finance Director\nand at least one additional qualified accounting professional, and we expect these hires to be in place during financial year 2026. However,\nuntil the controls have been redesigned and operated effectively for a sufficient period, the material weakness will not be considered\nremediated. These remediation measures, which continue as of December 31, 2025, have been time-consuming and costly and there is no assurance\nthat these initiatives will remediate all issues.

Except\nfor as noted above, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that\nhave materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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It\nshould be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance,\nour management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or\nfraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives\nof the control system are met.

ITEM\n16. [RESERVED]

ITEM\n16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our\nBoard of Directors has determined that Luisa Ingargiola is an “audit committee financial expert” as defined under rules and\nregulations of the SEC and also meets Nasdaq’s financial sophistication requirements. Ms. Ingargiola is an “independent director”\nas defined by the rules and regulations of Nasdaq.

ITEM\n16B. CODE OF ETHICS

On\nJune 16, 2023, we adopted a Code of Ethics that applies to all of our employees, officers, and directors. This includes our principal\nexecutive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.\nThe full text of the Code of Ethics has been posted on our website at https://www.fusion-fuel.eu/. We intend to disclose on our website\nany future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal\naccounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Ethics. Information\ndisclosed on our website is not a part of this Annual Report.

ITEM\n16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our\nindependent registered public accounting firm for the year ended December 31, 2025 was Bush & Associates CPA LLC (Audit firm ID:\n6797). The following table represents aggregate fees billed to the Company for fiscal years ended December 31, 2025 and 2024 by the Company’s\nprincipal accounting firm.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For\n the year ended December\n 31,
	2025		2024
Audit Fees	€	76,687		€	84,000
Audit-Related Fees	€	-		€	-
Tax Fees	€	-		€	-
All Other Fees	€	-		€	-
Total	€	76,687		€	84,000

Audit\nFees

Audit\nfees consisted of the aggregate fees for the audits of our consolidated financial statements, the review of interim financial information,\nconsents, and assistance with review of documents filed with the SEC.

Audit-Related\nFees

Audit-related\nfees consist of the aggregate fees billed for each of the last two fiscal years for assurance and related services performed by the Company’s\nprincipal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported\nunder the paragraph captioned “Audit Fees” above. We did not engage our principal accountant to provide assurance\nor related services during the last two fiscal years.

Tax\nFees

Tax\nfees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s\nprincipal accountant with respect to tax compliance, tax advice, tax consulting and tax planning. We did not engage our principal accountant\nto provide tax compliance, tax advice or tax planning services during the last two fiscal years.

109

All\nOther Fees

All\nother fees consist of aggregate fees billed for each of the last two fiscal years for products and services provided by the Company’s\nprincipal accountant, other than for the services reported under the headings “Audit Fees,” “Audit-Related\nFees” and “Tax Fees” above. We did not engage our principal accountant to render services to us during the\nlast two fiscal years, other than as reported above.

Audit\nCommittee’s Pre-Approval Policies and Procedures

Our\naudit committee has not adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit\nservices. The audit committee will pre-approve each type of audit, audit-related, tax and other permitted services on a case-by-case\nbasis. All of the fees listed in the table above were pre-approved by our audit committee.

ITEM\n16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not\napplicable.

ITEM\n16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not\napplicable.

ITEM\n16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

The\ndisclosure called for by paragraph (a) of this Item need not be provided because it has been previously reported, as that term is defined\nin Rule 12b-2 under the Exchange Act, in the Report on Form 6-K furnished by the Company to the SEC on February 24, 2025.

ITEM\n16G. CORPORATE GOVERNANCE

Foreign\nPrivate Issuer

The\nNasdaq Listing Rules allow foreign private issuers, such as the Company, to follow home country corporate governance practices (in our\ncase Irish) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In order to rely on this exception, we are\nrequired to disclose each Nasdaq Listing Rule that we do not follow and describe the home country practice we do follow in lieu thereof.\nWe have elected to follow corporate governance practices under Irish law in lieu of the following requirements:

●

Nasdaq\n Listing Rule 5635(a), which requires a listed company to obtain shareholder approval prior\n to the issuance of securities in connection with the acquisition of the stock or assets of\n another company if (1) where, due to the present or potential issuance of common stock, including\n shares issued pursuant to an earn-out provision or similar type of provision, or securities\n convertible into or exercisable for common stock, other than a public offering for cash:\n (A) the common stock has or will have upon issuance voting power equal to or in excess of\n 20% of the voting power outstanding before the issuance of stock or securities convertible\n into or exercisable for common stock; or (B) the number of shares of common stock to be issued\n is or will be equal to or in excess of 20% of the number of shares of common stock outstanding\n before the issuance of the stock or securities; or (2) any director, officer or Substantial\n Shareholder (as defined by Nasdaq Listing Rule 5635(e)(3)) of the Company has a 5% or greater\n interest (or such persons collectively have a 10% or greater interest), directly or indirectly,\n in the Company or assets to be acquired or in the consideration to be paid in the transaction\n or series of related transactions and the present or potential issuance of common stock,\n or securities convertible into or exercisable for common stock, could result in an increase\n in outstanding common shares or voting power of 5% or more;

●

Nasdaq\n Listing Rule 5635(b), which requires a listed company to obtain shareholder approval prior\n to the issuance of securities when the issuance or potential issuance will result in a change\n of control;

●

Nasdaq\n Listing Rule 5635(c), which requires a listed company to obtain shareholder approval prior\n to the issuance of securities when a stock option or purchase plan is to be established or\n materially amended or other equity compensation arrangement made or materially amended, pursuant\n to which shares may be acquired by officers, directors, employees, or consultants, except\n under certain circumstances; and

110

●

Nasdaq\n Listing Rule 5635(d)(2), which requires a listed company to obtain shareholder approval prior\n to engaging in a transaction, other than a public offering, involving the sale, issuance\n or potential issuance of ordinary shares, which alone or together with sales by officers,\n directors or substantial shareholders of the company, equals 20% or more of the ordinary\n shares or 20% or more of the voting power outstanding before the issuance at a price below\n a certain price indicated in such Nasdaq Listing Rule.

Irish\nlaw and generally accepted business practices in Ireland do not require that shareholders approve such transactions. Our Irish counsel\nhas provided relevant letters to Nasdaq certifying that under Irish law, we are not required to seek shareholders’ approval in\nthe above circumstances. Accordingly, shareholder approval is not required for these types of transactions by the Company.

ITEM\n16H. MINE SAFETY DISCLOSURE

Not\napplicable.

ITEM\n16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not\napplicable.

ITEM\n16J. INSIDER TRADING POLICIES

We\nhave adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of our securities by directors,\nsenior management, and employees, that are reasonably designed to promote compliance with applicable insider trading laws, rules and\nregulations, and any listing standards applicable to us. A copy of our insider trading policy and procedures is filed as Exhibit 11.1\nto this Annual Report.

ITEM\n16K. CYBERSECURITY

We\nemploy procedures designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats.\nTo protect our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate,\nresolve and recover from identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to,\ninternal reporting, monitoring and detection tools, employee education, password encryption, frequent password change events, firewall\ndetection systems, anti-virus software in-place and frequent backups.

We\nregularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities, including\nthose that could arise from internal sources and external sources such as third-party service providers we do business with. We use a\nwidely adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security\ncontrols and safeguards. We conduct regular reviews and tests of our information security program and also leverage audits by our internal\naudit team, tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness\nof our information security program and improve our security measures and planning. We may and are considering whether to further engage\nan assessor(s), consultant(s), auditor(s) or other third party(s) to supplement our processes.

To\ndate, we have not experienced any attacks intended to lead to interruptions and delays in our service and operations as well as loss,\nmisuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual\nproperty. Any significant disruption to our service or access to our systems in the future could adversely affect our business and results\nof operation. Further, a penetration of our systems or a third-party’s systems or other misappropriation or misuse of personal\ninformation could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business,\nfinancial condition and results of operations.

Our\nBoard of Directors oversees our annual enterprise risk assessment, where we assess key risks within the Company, including security and\ntechnology risks and cybersecurity threats. The Audit Committee of the Board of Directors oversees our cybersecurity risk and receives\nregular reports from our management team on various cybersecurity matters, including risk assessments, mitigation strategies, areas of\nemerging risks, incidents and industry trends, and other areas of importance. Our management is responsible for the day-to-day assessment\nand management of our material risks from cybersecurity threats, including implementation and oversight of the processes, controls and\nsafeguards described above.

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PART\nIII

ITEM\n17. FINANCIAL STATEMENTS

The\nCompany has elected to provide financial statements pursuant to Item 18.

ITEM\n18. FINANCIAL STATEMENTS

Our\naudited financial statements begin on p. F-1 of this Annual Report.

All\nfinancial statements in this Annual Report, unless otherwise stated, are presented in accordance with IFRS.

ITEM\n19. EXHIBITS

Exhibit\n No.		Description
1.1\n		Amended and Restated Constitution of Fusion Fuel Green (incorporated by reference to Exhibit 1.1 to Report on Form 6-K filed on July 10, 2025)
1.2		Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares of Fusion Fuel Green PLC (incorporated by reference to Exhibit 1.2 to Annual Report on Form 20-F filed on May 9, 2025)
2.1		Specimen Class A Ordinary Share Certificate of Fusion Fuel Green PLC (incorporated by reference to Exhibit 4.1 to Registration Statement on Form F-4/A filed on October 9, 2020)
2.2		Specimen Warrant Certificate of Fusion Fuel Green PLC (incorporated by reference to Exhibit 4.2 to Registration Statement on Form F-4/A filed on October 9, 2020)
2.3		Novation Agreement between HL Acquisitions Corp., Fusion Fuel Green PLC, and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3.1 to Shell Company Report on Form 20-F filed on December 17, 2020)
2.4		Form of Placement Note (incorporated by reference to Exhibit 4.1 to Report on Form 6-K filed on November 27, 2023)
2.5		Form of Placement Warrant (incorporated by reference to Exhibit 4.2 to Report on Form 6-K filed on November 27, 2023)
2.6		Placement Note (incorporated by reference to Exhibit 99.1 to Report on Form 6-K filed on May 8, 2024)
2.7		Placement Warrant (incorporated by reference to Exhibit 99.2 to Report on Form 6-K filed on May 8, 2024)
2.8		Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 to Report on Form 6-K filed on January 13, 2025)
2.9		Form of Warrant To Purchase Ordinary Shares (incorporated by reference to Exhibit 4.2 to Report on Form 6-K filed on January 13, 2025)
2.10		Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 to Report on Form 6-K filed on March 3, 2025)
2.11		Form of Warrant To Purchase Ordinary Shares (incorporated by reference to Exhibit 4.2 to Report on Form 6-K filed on March 3, 2025)
2.12		Form of Pre-Funded Ordinary Shares Purchase Warrant issuable pursuant to the Securities Purchase Agreement, dated as of July 22, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to Report on Form 6-K filed on July 23, 2025)
2.13		Form of Ordinary Shares Purchase Warrant issuable pursuant to the Securities Purchase Agreement, dated as of July 22, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.2 to Report on Form 6-K filed on July 23, 2025)
2.14		Form of Ordinary Shares Purchase Warrant issuable pursuant to the Securities Purchase Agreement, dated as of July 22, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.3 to Report on Form 6-K filed on July 23, 2025)
2.15		Form of Ordinary Shares Purchase Warrants pursuant to the Notes Redemption, Warrants Cancellation and Exchange, Limited Waiver, Consent and Release Agreement, dated as of July 22, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.4 to Report on Form 6-K filed on July 23, 2025)
2.16		Form of Pre-Funded Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 to Report on Form 6-K filed on December 5, 2025)

112

2.17		Form of Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.2 to Report on Form 6-K filed on December 5, 2025)
2.18		Form of Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.3 to Report on Form 6-K filed on December 5, 2025)
2.19		Class A Ordinary Share Purchase Warrant issued on December 31, 2025 (incorporated by reference to Exhibit 4.1 to Report on Form 6-K filed on January 8, 2026)
2.20		Form of Pre-Funded Ordinary Shares Purchase Warrant issuable pursuant to the Mineral & Element Advisory Agreement, dated as of February 12, 2026, between Fusion Fuel Green PLC and the other party signatory thereto (incorporated by reference to Exhibit 4.1 to the Report on Form 6-K filed on February 18, 2026)
2.21		Form of Pre-Funded Ordinary Shares Purchase Warrant issuable pursuant to the Securities Purchase Agreement, dated as of February 14, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.2 to the Report on Form 6-K filed on February 18, 2026)
2.22		Form of Ordinary Shares Purchase Warrant issuable pursuant to the Securities Purchase Agreement, dated as of February 14, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.3 to the Report on Form 6-K filed on February 18, 2026)
2.23		Form of Ordinary Shares Purchase Warrant issuable pursuant to the Securities Purchase Agreement, dated as of February 14, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.4 to the Report on Form 6-K filed on February 18, 2026)
2.24		Form of Pre-Funded Ordinary Shares Purchase Warrant issuable pursuant to the Share Exchange Agreement, dated as of February 18, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to the Report on Form 6-K filed on February 18, 2026)
2.25		Description of Securities (incorporated by reference to Exhibit 2.25 to the Annual Report on Form 20-F filed on May 7, 2026)
4.1		Form of Indemnification Agreement with Fusion Fuel Green PLC Directors and Executive Officers (incorporated by reference to Exhibit 10.1 to Registration Statement on Form F-4/A filed on November 5, 2020)
4.2		Special Eligibility Agreement for Securities, dated as of December 10, 2020, among the Depository Trust Company, Cede & Co., National Securities Clearing Corporation, Fusion Fuel Green PLC, and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.10 to Registration Statement on Form F-4/A filed on November 5, 2020)
4.3		Form of Securities Subscription Agreement between the Fusion Fuel Green PLC and certain investors, dated as of November 21, 2023 (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on November 27, 2023)
4.4		Form of Registration Rights Agreement between Fusion Fuel Green PLC and certain investors, dated as of November 21, 2023 (incorporated by reference to Exhibit 10.2 to Report on Form 6-K filed on November 27, 2023)
4.5		Subscription Agreement between Fusion Fuel Green PLC and Hydrogenial S.A., dated as of August 28, 2024 (incorporated by reference to Exhibit 4.6 to Annual Report on Form 20-F filed on May 9, 2025)
4.6		Amendment to Subscription Agreement between Fusion Fuel Green PLC and Hydrogenial S.A., dated as of October 9, 2024 (incorporated by reference to Exhibit 4.7 to Annual Report on Form 20-F filed on May 9, 2025)
4.7		Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International, Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 to Report on Form 6-K filed on March 10, 2025)
4.8		Form of Lock-Up Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., and certain other persons (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on November 27, 2024)
4.9		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on January 13, 2025)
4.10		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Report on Form 6-K filed on January 13, 2025)
4.11		Form of Ordinary Shares Purchase Agreement (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on January 13, 2025)
4.12		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Report on Form 6-K filed on January 13, 2025)
4.13		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on March 3, 2025)
4.14		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Report on Form 6-K filed on March 3, 2025)

113

4.15		Limited Waiver and Consent, dated as of March 17, 2025, between Fusion Fuel Green PLC and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 4.6 to Registration Statement on Form F-3 filed on March 28, 2025)
4.16		Form of [Amended and Restated] Limited Waiver, dated as of March 26, 2025, between Fusion Fuel Green PLC and the investor signatory thereto (incorporated by reference to Exhibit 4.12 to Registration Statement on Form F-3 filed on March 28, 2025)
4.17		Share Purchase Agreement, dated March 27, 2024, between Quality Industrial Corp. and Al Shola Al Modea Distribution LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Quality Industrial Corp. on April 2, 2024)
4.18		Amendment Agreement in respect of Share Purchase Agreement, dated as of April 8, 2025, among Quality Industrial Corp., Al Shola Al Modea Distribution LLC, Safir Ahammed, and Mohamed Hilal Saeed Muroushad Almheiri (incorporated by reference to Exhibit 2.8 to the Annual Report on Form 10-K filed by Quality Industrial Corp. on April 28, 2025)
4.19		Loan Agreement, dated as of September 20, 2024, between Quality Industrial Corp. and J.J. Astor & Co. (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. on November 19, 2024)
4.20		Tenancy Contract Information Registration Certificate (Sub-Lease), dated March 28, 2024, among Dubai Real Estate Corporation, Al Tatweer Contracting (L.L.C.) and Al Shola Al Modea Gas Distribution (L.L.C.) (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed by Quality Industrial Corp. on April 8, 2024)
4.21		At The Market Offering Agreement, dated as of May 16, 2025, between Fusion Fuel Green PLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on May 16, 2025)
4.22		Letter Agreement, dated July 11, 2025, among Fusion Fuel Green PLC, Continental Stock Transfer & Trust Company, The Depository Trust Company, Cede & Co., and National Securities Clearing Corporation (incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F filed on May 7, 2026)
4.23		Form of Securities Purchase Agreement, dated as of July 22, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on July 23, 2025)
4.24		Form of Notes Redemption, Warrants Cancellation and Exchange, Limited Waiver, Consent and Release Agreement, dated as of July 22, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to the Report on Form 6-K filed on July 23, 2025)
4.25		Stock Purchase Agreement, dated as of August 1, 2025, between Fusion Fuel Green PLC and Quality Industrial Corp. (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on August 5, 2025)
4.26		Fusion Fuel Green PLC 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed on August 6, 2021)
4.27		Amendment No. 1 to Fusion Fuel Green PLC 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on October 14, 2025)
4.28		Subscription and Shareholders Agreement, dated as of October 16, 2025, among the Fusion Fuel Green PLC, Alien Fuel Proprietary Limited, and Biosteam Energy (Proprietary) Limited (incorporated by reference to Exhibit 4.28 to the Annual Report on Form 20-F filed on May 7, 2026)
4.29		Form of Warrants Cancellation and Exchange Agreement, dated as of December 5, 2025, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on December 5, 2025)
4.30		Supplement to Engagement Letter, dated as of December 31, 2025, between Bevilacqua PLLC and Fusion Fuel Green PLC (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on January 8, 2026)
4.31		Form of Mineral & Element Advisory Agreement, dated as of February 12, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on February 18, 2026)
4.32		Form of Securities Purchase Agreement, dated as of February 14, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to the Report on Form 6-K filed on February 18, 2026)
4.33		Form of Share Exchange Agreement, dated as of February 18, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on February 18, 2026)
4.34		Letter Agreement, dated as of February 24, 2025, between Fusion Fuel Green PLC and Luisa Ingargiola (incorporated by reference to Exhibit 4.34 to the Annual Report on Form 20-F filed on May 7, 2026)
4.35		Letter Agreement, dated as of November 6, 2025, between Fusion Fuel Green PLC and Pierce Crosby (incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F filed on May 7, 2026)
4.36		Letter Agreement, dated as of November 6, 2025, between Fusion Fuel Green PLC and Steven Gold (incorporated by reference to Exhibit 4.36 to the Annual Report on Form 20-F filed on May 7, 2026)
4.37		Letter Agreement, dated as of March 17, 2026, between Fusion Fuel Green PLC and James Passin (incorporated by reference to Exhibit 4.37 to the Annual Report on Form 20-F filed on May 7, 2026)

114

4.38		Convertible Promissory Note, dated August 3, 2022, issued by Quality Industrial Corp. (f/k/a Wikisoft Corp.) to RB Capital Partners Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Quality Industrial Corp. with the SEC on August 9, 2022)
4.39		Convertible Promissory Note, dated March 17, 2023, issued by Quality Industrial Corp. to RB Capital Partners Inc. (incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2023)
4.40		Convertible Promissory Note, dated May 23, 2023, issued by Quality Industrial Corp. to Jefferson Street Capital LLC (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. with the SEC on August 10, 2023)
4.41		Convertible Promissory Note, dated June 16, 2023, issued by Quality Industrial Corp. to Sky Holdings Ltd (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. with the SEC on August 10, 2023)
4.42		Convertible Promissory Note, dated December 20, 2023, issued by Quality Industrial Corp. to Sean Levi (incorporated by reference to Exhibit 4.17 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on April 8, 2024)
4.43		Convertible Promissory Note, dated February 6, 2024, issued by Quality Industrial Corp. to Exchange Listing, LLC (incorporated by reference to Exhibit 4.18 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on April 8, 2024)
4.44		Convertible Promissory Note, dated May 21, 2024, issued by Quality Industrial Corp. to Jefferson Street Capital LLC, with Ilustrato Pictures International Inc. as guarantor (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. with the SEC on August 19, 2024)
4.45		Addendum, dated May 16, 2024, Amending Convertible Promissory Note, dated June 16, 2023, issued by Quality Industrial Corp. to Sky Holdings Ltd (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. with the SEC on August 19, 2024)
4.46		Senior Secured Note, dated September 20, 2024, issued by Quality Industrial Corp. to J.J. Astor & Co. (incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.47		Short-Term Loan Agreement, dated July 27, 2023, with Mahavir Investments Limited (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1/A filed by Quality Industrial Corp. with the SEC on December 7, 2023)
4.48		Securities Purchase Agreement, dated May 21, 2024, among Quality Industrial Corp., Ilustrato Pictures International Inc., and Jefferson Street Capital LLC (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. with the SEC on August 19, 2024)
4.49		Guarantee & Indemnity Agreement dated as of August 21, 2023, by and between Quality Industrial Corp., Ilustrato Pictures International Inc., Quality International Co Ltd FZC, Mr. Saseendran Kodapully Ramakrishnan and Artelliq Software Trading (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Quality Industrial Corp. with the SEC on August 25, 2023)
4.50		Loan Agreement, dated September 20, 2024, between J.J. Astor & Co. and Quality Industrial Corp. (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Quality Industrial Corp. with the SEC on November 19, 2024)
4.51		Subsidiary Guarantee, dated as of September 20, 2024 (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.52		Subsidiary Guarantee, dated as of September 20, 2024, between Al Shola Al Modea Gas Distribution L.L.C. and Quality Industrial Corp. (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.53		Pledge and Security Agreement, dated as of September 20, 2024, among Al Shola Al Modea Gas Distribution L.L.C., Quality Industrial Corp. and J.J. Astor & Co. (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.54		Covenant Compliance Guaranty Agreement, dated as of September 20, 2024, by John-Paul Backwell (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.55		Renewal Contract, dated May 10, 2025, between Al Shola Al Modea Gas Distribution L.L.C. and Dubai International Real Estate (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.56		Digital Lease Contract No. 9877, dated May 7, 2025, between Dubai Real Estate Corporation and Al Shola Al Modea Gas Distribution LLC (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.57		Digital Lease Contract No. 1735, dated March 18, 2025, between Dubai Real Estate Corporation and Al Shola Al Modea Gas Distribution LLC (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.58		Tenancy Contract Information Registration Certificate (Sub-Lease) among Dubai Real Estate Corporation, Al Tatweer Contracting L.L.C., and Al Shola Al Modea Gas Distribution L.L.C. (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.59		Digital Lease Contract No. 8421, dated August 7, 2025, between Dubai Real Estate Corporation and Al Shola Al Modea Gas Distribution LLC (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.60		Sub-Lease Agreement, dated January 7, 2026, between Breeze Business Center L.L.C. and Al Shola Al Modea Gas Distribution L.L.C. (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.61		Intercompany Loan Agreement, dated as of June 15, 2022, between Ilustrato Pictures International Inc. and Quality Industrial Corp. (f/k/a WikiSoft Corp.) (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed by Quality Industrial Corp. with the SEC on March 31, 2026)
4.62*		Loan Agreement, dated December 24, 2025, between Fusion Fuel Green PLC and Ilustrato Pictures International Inc.
4.63*		Loan Agreement, dated February 16, 2026, between Fusion Fuel Green PLC and Ilustrato Pictures International Inc.
4.64*		Loan Agreement, dated March 26, 2026, between Fusion Fuel Green PLC and Ilustrato Pictures International Inc.
8.1		List of Subsidiaries (incorporated by reference to Exhibit 8.1 to the Annual Report on Form 20-F filed on May 7, 2026)
11.1		Amended and Restated Insider Trading Policy of Fusion Fuel Green PLC (incorporated by reference to Exhibit 11.1 to the Annual Report on Form 20-F filed on May 7, 2026)
12.1*		Certifications of the Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**		Certifications of the Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350
15.1*		Consent of Bush & Associates CPA LLC
15.2*		Consent of KPMG
97.1		Fusion Fuel Green PLC Clawback Policy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 20-F filed on April 30, 2024)
101.INS		Inline\n XBRL Instance Document
101.SCH		Inline\n XBRL Taxonomy Extension Schema Document
101.CAL		Inline\n XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline\n XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline\n XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline\n XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover\n Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*\nFiled herewith.

**\nFurnished herewith.

115

SIGNATURES

The\nregistrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized\nthe undersigned to sign this annual report on its behalf.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	FUSION FUEL GREEN PLC

Date:\n	October 6, 2026	By:	/s/\n Frederico Figueira de Chaves
	Name:	Frederico Figueira\n de Chaves
	Title:	Chief Executive Officer,\n Interim Chief Financial Officer, and Chief Strategy Officer

116

INDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Consolidated\n Financial Statements for the Years Ended December 31, 2025, 2024 and 2023		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 6797)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 1116)		F-4
Financial Statements:
Consolidated Statements of Financial Position		F-5
Consolidated Statements of (Loss)/Profit and Other Comprehensive (Loss)/Income		F-6
Consolidated Statements of Changes in Equity		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

F-1

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Board of Directors and Shareholders of

Fusion\nFuel Green PLC

Opinion\non the Financial Statements

We have audited the accompanying consolidated statements of financial position\nof Fusion Fuel Green PLC and subsidiaries (the “Company”) as of December 31, 2025, and 2024, and the related consolidated\nstatements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended, and the related\nnotes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in\nall material respects, the financial position of Fusion Fuel Green PLC and subsidiaries as of December 31, 2025, and 2024, and the results\nof their operations and their cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued\nby the International Accounting Standards Board (“IFRS Accounting Standards”).

We also have audited the adjustments to the 2023 consolidated\nfinancial statements to retrospectively apply the one-for-thirty-five (1-for-35) reverse share split on the weighted average number of\nordinary shares used in the basic and diluted loss per share calculations, as described in Note 28. In our opinion, such adjustments are\nappropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial\nstatements of the Company other than with respect to the adjustments as referenced in Note 28 and, accordingly, we do not express an opinion\nor any other form of assurance on the 2023 consolidated financial statements taken as a whole.

Restatement of 2025 Financial Statements

As discussed in Note 5 to the financial statements,\nthe 2025 financial statements have been restated to correct misstatements.

Basis\nfor Opinion

These financial statements are the responsibility of the Company’s management.\nOur responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm\nregistered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent\nwith respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities\nand Exchange Commission and the PCAOB.

We\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an\naudit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal\ncontrol over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control\nover financial reporting. Accordingly, we express no such opinion.

Our\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.

Explanatory\nParagraph – Going Concern

The accompanying financial statements have been prepared assuming that the\nCompany will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred recurring losses,\nhas negative operating cash flows, and remains dependent on external financing, which raise substantial doubt about its ability to continue\nas a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical\nAudit Matters

The critical audit matters communicated below are matters arising from the\ncurrent-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:\n(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective,\nor complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken\nas a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters\nor on the accounts or disclosures to which they relate.

Business\nCombination Accounting and Finalization of the Purchase Price Allocation for QIND

As described in the financial statements, the Company completed the acquisition\nof approximately 69.36% of the capital stock of Quality Industrial Corp. (“QIND”) in November 2024. During 2025, management\nfinalized the purchase price allocation, including the identification and valuation of acquired intangible assets, the measurement of\ngoodwill, and the recognition of related deferred tax liabilities. The finalization of the purchase price allocation also resulted in\nthe restatement of certain comparative 2024 balances and disclosures.

We identified the accounting for the QIND acquisition and the finalization\nof the purchase price allocation as a critical audit matter because auditing these matters involved especially challenging, subjective,\nand complex auditor judgment. In particular, significant judgment was required to evaluate management’s identification and valuation of\nacquired intangible assets, the measurement of goodwill and non-controlling interests, the related deferred tax effects, and the accuracy\nof the comparative-period restatement.

F-2

The primary procedures we performed to address this critical audit matter\nincluded, among others, the following:

\n\n\n\n\n\n\n\n\n\n\n

	●	Obtaining\n and reviewing the stock purchase agreement and related supporting documents.
	●	Testing\nmanagement’s identification of the assets acquired and liabilities assumed.
	●	Evaluating the valuation methodologies used by management to estimate the\nfair values of acquired intangible assets and other significant balances.
	●	Testing significant assumptions and inputs used in the purchase price allocation.
	●	Testing the mathematical accuracy of the purchase price allocation and related\nrestatement entries.
	●	Evaluating the adequacy of the related financial statement disclosures.

Accounting\nfor Derivative Liabilities, Warrants, and Compound Financial Instruments

As\ndescribed in the financial statements, the Company has complex financing arrangements that include warrants, convertible instruments,\nand embedded derivative features. Certain instruments are classified as derivative liabilities and measured at fair value through profit\nor loss, while host debt and equity components of compound instruments are separately identified and measured.

We\nidentified the accounting for derivative liabilities, warrants, and compound financial instruments as a critical audit matter because\nauditing the classification and valuation of these instruments required especially challenging, subjective, and complex auditor judgment.\nSignificant judgment was required in evaluating the contractual terms of the instruments, determining whether liability or equity classification\nwas appropriate, assessing whether embedded features required separate accounting, and evaluating the valuation techniques and assumptions\nused to measure fair value.

The\nprimary procedures we performed to address this critical audit matter included, among others, the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Obtaining\n and reviewing financing agreements, warrant agreements, and convertible instrument documentation.
	●	Evaluating\n management’s accounting conclusions regarding liability-versus-equity classification.
	●	Testing\n management’s identification and measurement of host and derivative components, where applicable.
	●	Evaluating\n the valuation methodologies and significant assumptions used in fair value measurements.
	●	Testing\n journal entries and disclosures related to derivative movements, conversions, and reclassifications.
	●	Evaluating\n the adequacy of the related financial statement disclosures.

Deconsolidation\nand Derecognition of Subsidiaries and Other Investments

As\ndescribed in the financial statements, the Company accounted for the loss of control and deconsolidation of certain former subsidiaries\nand legacy hydrogen operations, including matters involving insolvency proceedings and derecognition of related assets and liabilities.

We\nidentified deconsolidation and derecognition as a critical audit matter because auditing the timing and measurement of these transactions\ninvolved especially challenging, subjective, and complex auditor judgment. Significant judgment was required to assess when control was\nlost in light of legal and insolvency developments, whether any retained interest existed, and whether the resulting gains or losses\non deconsolidation were appropriately measured and disclosed.

The\nprimary procedures we performed to address this critical audit matter included, among others, the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Obtaining\n and reviewing legal agreements, insolvency-related documents, board materials, and other supporting records.
	●	Evaluating\n management’s conclusions regarding the timing of loss of control and the application of deconsolidation accounting.
	●	Testing\n the balances derecognized from the consolidated financial statements.
	●	Recalculating\n the gain or loss recognized on deconsolidation.
	●	Evaluating\n the adequacy of the related financial statement disclosures.

Impairment\nof Intangible Assets, Including Goodwill

As\ndescribed in the financial statements, the Company recognized goodwill and identifiable intangible assets, including customer relationships\nand trade names, in connection with the QIND acquisition. The assessment of whether these balances were impaired required management\nto apply significant judgment in estimating future cash flows, discount rates, growth assumptions, and other valuation inputs.

We\nidentified the impairment assessment of intangible assets, including goodwill, as a critical audit matter because auditing this matter\ninvolved especially challenging, subjective, and complex auditor judgment. The valuation of goodwill and intangible assets is sensitive\nto assumptions, and changes in those assumptions could have a material impact on the Company’s impairment assessment and related disclosures.

The\nprimary procedures we performed to address this critical audit matter included, among others, the following:

\n\n\n\n\n\n\n

	●	Evaluating\n management’s impairment assessment methodology for goodwill and intangible assets.
	●	Testing\n the reasonableness of significant assumptions used in the valuation models, including projected\n cash flows, discount rates, and long-term growth assumptions.
	●	Performing\n sensitivity analyses to assess the impact of changes in key assumptions.
	●	Evaluating\n the adequacy of the related financial statement disclosures.

/s/\nBush & Associates CPA LLC

We\nhave served as the Company’s auditor since 2024.

Henderson,\nNevada, May 7, 2026, except for the effects of the restatement described in Note 5 and the subsequent events described in Note 30, as\nto which the date is October 6, 2026

PCAOB\nID Number 6797

F-3

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Shareholders and Board of Directors

Fusion\nFuel Green plc:

Opinion\non the Consolidated Financial Statements

We\nhave audited, before the effects of the adjustments to retrospectively apply the one-for-thirty-five\nreverse share split on the weighted average number of ordinary shares described in Note 28, the consolidated statements of (loss)/profit and other comprehensive (loss)/income, changes\nin equity, and cash flows of Fusion Fuel Green plc and subsidiaries (the Company) for the year ended December 31, 2023, and the related notes\n(collectively, the consolidated financial statements). The 2023 consolidated financial statements before the effects of the adjustments\ndescribed in Note 28 are not presented herein. In our opinion, the consolidated financial statements present fairly, in all\nmaterial respects, the results of operations of the Company and its cash flows for the year ended December 31, 2023, in conformity\nwith U.S. generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures\nto the adjustments to retrospectively apply the one-for-thirty-five reverse share split on the weighted\naverage number of ordinary shares described in Note 28 and, accordingly, we do not express an opinion or any other form of assurance about\nwhether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis\nfor Opinion

These\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting\nOversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audit provides a reasonable basis for our opinion.

/s/\nKPMG

We\nserved as the Company’s auditor from 2021 to 2024.

Dublin,\nIreland

April 30, 2024

F-4

Consolidated\nstatement of financial position

		As\n at \n December\n 31			As\n at \n December\n 31		As\n at \n January\n 1
	Note	2025 (Restated)			2024\n (Restated)		2024
		€’000			€’000		€’000
Non-current assets
Property, plant and equipment	14		1,233			307		24,776
Intangible assets	15		19,296			23,958		5,076
Goodwill	16		4,859			6,602		-
Long-term deposits			255			-		-
Other assets			-			-		1,176
Total non current assets			25,643			30,867		31,028

Current assets
Assets held for sale			-			-		833
Prepayments and other receivables	17		5,047			3,059		4,919
Inventory	18		171			1,191		3,672
Deposits and advances	19		520			748		-
Income accruals			-			-		-
Cash and cash equivalents	20		575			214		1,147
Contract assets			-			-		752
Other Current Assets			114			-		-
Total\n current assets			6,427			5,211		11,323

Total\n assets			32,070			36,078		42,351

Non-current liabilities
Trade and other payables - Leases	21		281			155		9,958
Other payables - long-term	22		2,866			6,458
Deferred income			-			-		9,299
Total\n non-current liabilities			3,147			6,614		19,257

Current liabilities
Trade and other payables	23		8,829			10,180		15,312
Provisions			-			-		609
Deferred Income			321			-		587
Cost accruals			1,098			1,241		1,764
Derivative financial instruments	24		181			870		765
Loans and borrowings	25		1,757			1,938		1,326
Total\n current liabilities			12,186			14,228		20,363

Net\n Assets			16,737			15,236		2,731

Equity
Share capital - preferred			-			0		-
Share capital			9			3		2
Share premium			242,004			242,255		220,157
Share based payments reserve			8,492			6,940		5,365
Other equity reserve			4,995			24		-
Foreign currency translation reserve			(1,647	)		-		-
Retained earnings			(242,227	)		(237,985	)	(222,793	)
Noncontrolling interest			5,111			3,999		-
Total\n equity			16,737			15,236		2,731

The\naccompanying notes form an integral part of the consolidated financial statements.

The\nconsolidated statement of financial position as at 31 December 2025 has been restated. The Group has restated its consolidated\nstatement of financial position as at 31 December 2024. The restatement has no impact on the opening statement of financial position\nas at 1 January 2024. See Note 5 for further details.

F-5

Consolidated\nstatement of (loss)/profit and other comprehensive (loss)/ income

		€’000			€’000		€’000
		For\n the years ended December 31
	Note	2025 restated			2024\n restated		2023
		€’000			€’000		€’000
Revenue	7		14,415			1,605		4,144
Cost of sales	8		(10,235	)		(1,168	)	(20,088	)
Gross\n profit (loss)			4,180			437		(15,944	)

Operating expenses
Other income			1,358			881		199
Administration expenses	9		(11,696	)		(16,460	)	(15,835	)
Research and development expense			-			-		(1,925	)
Share-based payment (expense)/ credit	10		(1,562	)		(2,189	)	(1,393	)
Impairment expense	16		(1,062	)		-		(2,165	)
Operating\n loss			(8,782	)		(17,330	)	(37,063	)

Net finance income
Finance income	11		(883	)		293		51
Interest payable and similar expense	11		(24	)		(525	)	58
Finance costs			-			-		(544	)
Derivative financial instruments\n at FVTPL	11		3,392			462		6,886
Net\n finance income/ (costs)			2,485			230		6,451

Share of losses of equity-accounted investees			-			-		(245	)
Exceptional\n items:
Profit / (loss) on deconsolidation due to insolvency	12		1,225			1,846

(Loss)\n / profit before tax			(5,072	)		(15,254	)	(30,857	)

Income tax credit / (expense)	13		92			(25	)	(159	)

(Loss) / profit for the year			(4,980	)		(15,279	)	(31,016	)

Other comprehensive (loss) / income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations			(2,289	)		-		-
Total comprehensive (loss) / income for the year			(7,269	)		(15,279	)	(31,016	)

Less: net (income) / loss attributable to non\n controlling interest			874			(54	)	-

Net income / (loss) attributable\n to HTOO stockholders			(4,106	)		(15,333	)

Less: total comprehensive (income) / loss attributable to non controlling interest			1,516			(54	)	-

Total comprehensive (loss) / income attributable to HTOO stockholders			(5,753	)		(15,333	)

Basic (loss)/ earnings\n per share			(3.07	)		(29.05	)	(74.11	)

Diluted (loss)/ earnings\n per share			(3.07	)		(29.05	)	(74.11	)

The\naccompanying notes form an integral part of the consolidated financial statements.

The\namounts for the year ended 31 December 2025 have been restated. Certain comparative amounts for the year ended 31 December 2024 have\nbeen restated. Refer to Note 5 for further details.

F-6

Consolidated\nstatement of changes in equity

For\nthe year ended December 31, 2025

The\namounts for the year ended 31 December 2025 have been restated. Certain comparative amounts for the year ended 31 December 2024 have\nbeen restated. Refer to Note 5 for further details.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Ord		Preferred		Ord	Preferred
	Number\n of shares outstanding		Share\n capital		Share\n premium	Minority\n Interest	Share\n based payments reserve		Convertible\n note reserve			Foreign currency translation reserve		Retained\n earnings	Total
	Ord		Preferred		Ord	Preferred
	#		#		€’000	€’000	€’000		€’000		€’000		€’000		€’000		€’000			€’000
Balance at 1 January 2024		14,919,017		-		2		-		220,157			-		5,365			-			-		(222,793	)	2,731
Gain / (loss) during the year		-		-		-		-		-			54		-			-			-		(15,334	)	(15,279	)
Other comprehensive income		-		-		-		-		-			(0	)	-			-			-		-		(0	)
Total comprehensive income\n for the year		-		-		-		-		-			54		-			-			-		(15,334	)	(15,279	)
Issue of Share Capital:																									-
Equity incentive plan		107,500		-		0		-		615			-		-			-			-		-		615
ATM - share sales		2,345,452		-		1		-		5,941			-		-			-			-		-		5,942
Macquarie convertible note		1,732,430		-		0		-		916			-		-			-			-		-		916
Share issuance at QIND merger		3,818,969		4,171,327		0		0		14,626			-		-			-			-		-		14,626
Commitment shares
Reverse split rounding
Keystone note conversion
July PIPE issuance & exercise
Exchange warrants
December PIPE reprice & exercise
Service warrants
QIND preference stock conversion to common stock
Share Based Payments:																									-
Share Based Payments		-		-		-		-		-			-		(615	)		-			-		-		(615	)
Equity Settled share based compensation		-		-		-		-		-			-		2,189			-			-		-		2,189
Minority\n Interest:																									-
Minority interest - Initial recognition		-		-		-		-		-			3,945		-			-			-		142		4,088
Minority interest - remeasurement
Other\n reserves:																									-
Convertible note reserve		-		-		-		-		-			-		-			24			-		-		24
Legacy equity reserve
Balance at 31 December\n 2024		22,923,368		4,171,327		3		0		242,255			3,999		6,939			24			-		(237,985	)	15,237

Balance at 1 January 2025		654,953		4,171,327		3		0		242,255			3,999		6,939			24			-		(237,985	)	15,237
Gain / (loss) during the\n year		-		-		-		-		-			(874	)	-			-			-		(4,106	)	(4,980	)
Other comprehensive income		-		-		-		-		-			(642	)	-			-			(1,647	)	-		(2,289	)
Total comprehensive income\n for the year		-		-		-		-		-			(1,516	)	-			-			(1,647	)	(4,106	)	(7,269	)
Issue of Share Capital:																									-
Commitment shares		13,890		-		0		-		306			-		-			-			-		-		306
Macquarie conversions		98,046		-		0		-		574			-		-			-			-		-		574
Macquarie conversions note		98,046		-		0		-		574			-		-			-					-		574
Reverse split rounding		63,333		-		0		-		-			-		-			-			-		-		-
Keystone note conversion		492,715		-		2		-		1,936			-		-			-			-		-		1,938
July PIPE issuance & exercise		335,898		-		1				267			-		-			-			-		-		268
Exchange warrants		-		-		-				(961	)		-		-			961			-		-		-
ATM - share sales		347,283		-		1				2,313			-		-			-			-		-		2,314
December PIPE reprice & exercise		274,887		-		1				(4,839	)		-		-			5,458			-		-		620
Service warrants		7,286		-		0				137			-		35			-			-		-		172
QIND preference stock conversion to common\n stock		-		-		-				-			2,229		-			(1,813	)		-		-		416
Share Based Payments:																									-
Share Based Payments		-		-		-		-		16			-		(16	)		-			-		-		-
Equity Settled share based compensation		-		-		-		-		-			-		1,534			-			-		-		1,534
Minority\n Interest:																									-
Minority interest - remeasurement		-		-		-		-		-			399		-			-			-		-		399
Other\n reserves:																									-
Convertible note reserve																		(49	)		-		(136	)	(185	)
Legacy equity reserve																		413							413
Balance at 31 December\n 2025 (restated)		2,288,291		4,171,327		9		-		242,004			5,111		8,492			4,995			(1,647	)	(242,227	)	16,737

*\nBalances with less than 1

The\naccompanying notes form an integral part of the consolidated financial statements.

F-7

Consolidated\nstatement of cash flows

	€’000			€’000		€’000
	For the\n twelve months ended December 31,
	2025 (Restated)			2024		2023
	€’000			€’000		€’000
Cash flows from operating\n activities
Net loss for the 12\n months		(4,980	)		(15,279	)	(31,016	)
Adjusted\n for:
Equity settled share based payments		1,562			2,189		1,393
Fair value movement in derivative financial\n instruments-warrants		(3,392	)		(627	)	(6,886	)
Depreciation and amortisation		2,425			2,631		2,537
Finance (costs) / income		908			471		(115	)
Share of losses of equity-accounted investee		-			-		245
Onerous contract provision		-			-		(7,794	)
Impairment losses on assets		1,062			268		5,482
Administration expenses: Loss/gain on sale\n of tangible assets		(195	)		4
Impairment on inventory		-			2,200		13,936
Impairment on revenue		-			1,031
Stock issued for Services		(137	)		-		205
Corporate Income Tax Expense		18			25		-
Commitment fees		-			-		-
Other income		(1,755	)		(833	)	-
Discount on convertible Notes		82			18		-
Profit / (loss) on deconsolidation\n due to insolvency		(1,225	)		(1,846	)	-
Total adjustments		(5,627	)		(9,748	)	(22,013	)
Changes\n in working capital					-
(Increase)/decrease in receivables		(2,099	)		1,270		2,816
(Increase)/decrease in inventories		518			(1,643	)	(19	)
(Decrease)/increase in payables and accruals		(901	)		1,333		8,482
Interest paid		(172	)		(314	)	(549	)
Taxes received		55			822		2,101
Net\n cash used in operating activities		(8,226	)		(8,280	)	(9,182	)

Cash\n flows from investing activities							-
Purchase of tangible assets		(322	)		(11	)	(8,589	)
Proceeds from sale of assets		718			772		439
Development expenditure		-			(142	)	(629	)
Purchase of intangible assets – other		-			(37	)	(109	)
Receipt of government grants		-			472		7,975
Payments to subsidiaries shareholders		(852	)		-		-
Investment in equity-accounted investees							(245	)
Cash derecognised on insolvency		-			(254	)
Net\n cash used in investing activities		(456	)		800		(1,158	)

Cash\n flows from financing activities
Proceeds from issuance of shares		2,323			5,942		3,001
Convertible note repayments		198			-		-
Proceeds from PIPE issuance		1,565
Proceeds from loans and borrowings		1,013			1,270		1,326
Payment of lease liabilities		(184	)		(752	)	(1,291	)
Payments to subsidiaries		-			-
Shareholder loan (repayment)\n / proceeds		3,962			-		38
Net\n cash from financing activities		8,877			6,459		3,074

Net increase/(decrease) in cash and cash equivalents		195			(1,020	)	(7,266	)
Cash and cash equivalents at beginning of period		214			1,147		5,239
Cash and cash equivalents on consolidation\n with QIND		-			36
Transfer from restricted cash							2,925
Effects of movements in\n exchange rates on cash held		165			51		(38	)
Cash and cash equivalents\n at end of period		575			214		860
Add restricted cash		-			-		287
Cash\n and cash equivalents at end of year including restricted cash		575			214		1,147

The\naccompanying notes form an integral part of these consolidated financial statements. The amounts for the year ended 31 December 2025\nhave been restated. Certain comparative amounts for the year ended 31 December 2024 have been restated. Refer to Note 5 for further\ndetails.

F-8

Notes\nto the consolidated financial statements.

1.	Business\n activity

Fusion\nFuel Green plc (the “Parent” or “Company”) was incorporated in Ireland on April 3, 2020. The Company and its\nsubsidiaries are collectively referred to as the “Group”. The registered office of the Company is The Victorians, 15-18 Earlsfort\nTerrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland.

The\nCompany is an energy services and infrastructure group focused on the distribution of liquefied petroleum gas (“LPG”), engineering\nand advisory services, and the development of clean energy solutions. Through its operating subsidiaries, including Quality Industrial\nCorp. (“QIND”) and its subsidiary Al Shola Gas, the Group provides LPG distribution, installation and maintenance services,\nas well as engineering and infrastructure solutions to a broad customer base across commercial, industrial and residential sectors. The\nGroup also continues to develop hydrogen and renewable energy solutions through its engineering and advisory activities.

The\nbusiness activity of the Group changed significantly during the final months of the year ended 31 December 2024, following the acquisition\nof QIND, and this repositioning is reflected in the full year of operations for the year ended 31 December 2025. The Group’s core\nactivities are now centred on LPG distribution and energy infrastructure services, which provide recurring revenue streams and operational\nscale, while continuing to pursue opportunities in hydrogen and clean energy through targeted projects and partnerships.

The\nCompany has a well-established risk management process which is managed through its management team, finance committee and board of directors.\nThe key risks are evaluated throughout the period with key business leaders tasked to manage each risk as required. These risks are assessed\nthrough a risk matrix which evaluates each risk’s impact and likelihood

2.	Company\n history

The\n2020 Merger

On\nDecember 10, 2020, Fusion Fuel Green plc completed a business combination with HL Acquisitions Corp. and Fusion Welcome – Fuel\nS.A. The transaction was accounted for as a reverse recapitalisation, with Fusion Fuel as the accounting acquirer. The Company became\nlisted on the NASDAQ Global Market under the ticker symbol HTOO and raised additional capital through a concurrent private placement.

The\nEarn-Out

As\npart of the business combination, certain former shareholders were eligible to receive additional share-based awards contingent on the\nachievement of specified hydrogen project milestones. These conditions were not met and the arrangement expired in June 2022 with no\nawards granted.

Group\nexpansion and hydrogen strategy (2021–2024)

Between\n2021 and 2024, the Group focused on the development of green hydrogen solutions and expanded its international footprint, including the\nestablishment of a joint venture in Spain and operations in Australia and the United States.

During\n2024, the Group began a strategic repositioning, including the disposal of its Spanish joint venture and a shift away from legacy hydrogen\ndevelopment activities.

Financing\narrangements

In\nNovember 2023, the Company entered into a financing agreement for up to $20 million of senior convertible notes with a Macquarie Group\nentity. An initial tranche was drawn in May 2024. Following the insolvency of Fusion Fuel Portugal in November 2024, an event of default\nwas triggered under the agreement. The remaining balance was subsequently converted into equity during 2025, extinguishing the liability.

F-9

2024\nDevelopments

Insolvency\nof Fusion Fuel Portugal, S.A.

On\nNovember 11, 2024, Fusion Fuel Portugal, S.A. filed for insolvency, resulting in the appointment of an insolvency administrator and loss\nof control by the Group. As a result, Fusion Fuel Portugal and its subsidiaries (the “Legacy Hydrogen Entities”) were deconsolidated\nfrom the Group’s financial statements.

Acquisition\nof Quality Industrial Corp. (QIND)

On\nNovember 26, 2024, the Company acquired a 69.36% interest in Quality Industrial Corp. (“QIND”), a U.S.-based industrial holding\ncompany. QIND holds a controlling interest in Al Shola Gas, a leading LPG distribution and engineering business in the United Arab Emirates.

The\nacquisition marked a significant strategic shift for the Group towards energy infrastructure and LPG distribution activities.

2025\nDevelopments

Following\nthe acquisition of QIND in late 2024, the Group’s operations for the year ended 31 December 2025 were primarily driven by its LPG\ndistribution and energy infrastructure activities through QIND and its subsidiary Al Shola Gas. These operations provided recurring revenue\nstreams and formed the core of the Group’s business during the year.

During\n2025, the Group continued the integration and development of its broader energy platform. In addition to its LPG operations, the Group\nprogressed its engineering and advisory activities through Bright Hydrogen Solutions, focusing on energy infrastructure and clean energy\nproject support. The Group also advanced its investment in BioSteam, which is focused on energy and industrial infrastructure development.

The\nGroup further streamlined its capital structure and legacy positions during the year, including the conversion and settlement of outstanding\nconvertible notes under the Macquarie facility and the expiry of legacy public warrants.

Overall,\n2025 reflects the first full year of the Group’s repositioned business model, centred on energy infrastructure, LPG distribution\nand selected clean energy initiatives.

3.	Basis\n of preparation and significant accounting policies

The\nprincipal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently\napplied to all the years presented, unless otherwise stated.

Statement\nof compliance

The\nconsolidated financial statements have been prepared in accordance with International Accounting Standards and International Financial\nReporting Standards (“IFRS”) as adopted by the EU (“IFRS as adopted by the EU”), which are effective for the\nyear ended and as at December 31, 2025. In addition to complying with its legal obligation to comply with IFRS as adopted by the EU,\nthe consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards\nBoard (“IASB”) (“IFRS as issued by the IASB”).

These\nconsolidated financial statements are presented in Euro, the functional and presentation currency of the Company. All financial information\npresented has been rounded to the nearest thousand, unless otherwise stated.

The\nconsolidated financial statements have been prepared on the historical cost basis except for derivatives which have been measured at\nfair value and share based payments which have been measured at grant date fair value.

Basis\nof consolidation

Subsidiaries

The\nGroup financial statements consolidate the financial statements of the Company and its subsidiaries up to December 31, 2024. A parent\ncontrols a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability\nto affect those returns through its power over the subsidiary. The financial statements of subsidiaries are included in the consolidated\nfinancial statements from the date that control commences until the date that control ceases.

Loss\nof control

When\nthe Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling\ninterest (“NCI”) and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest\nretained in the former subsidiary is measured at fair value when control is lost.

F-10

Transactions\neliminated on consolidation

Intra-group\nbalances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from\nintra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against\nthe investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised\ngains, but only to the extent that there is no evidence of impairment.

Functional\ncurrency

Foreign\ncurrency transactions

Transactions\nin foreign currencies are translated into the respective functional currencies of the Group companies at the exchange rates at the dates\nof the transactions.

Monetary\nassets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting\ndate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency\nat the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency\nare translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or\nloss and presented within finance costs.

Foreign\noperations

The\nassets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into\nEuro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the exchange\nrates at the dates of the transactions. Foreign currency differences are recognised in OCI and accumulated in the translation reserve,\nexcept to the extent that the translation difference is allocated to NCI.

When\na foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the\ncumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain\nor loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion\nof the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining\nsignificant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

At\nthe Market Issuance Sales Agreement (“ATM”)

On\nJune 6, 2022, the Parent entered into an At the Market Issuance Sales Agreement (the “ATM”) with B. Riley Securities, Inc.,\nFearnley Securities Inc., and H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell, from time to time, through\nor to the agents, acting as agent or principal, Class A ordinary shares of the Company having an aggregate offering price of up to $30\nmillion under the Company’s Form F-3 registration statement. This prospectus was amended on May 13, 2023 to remove B. Riley Securities,\nInc. as a listed sales agent and on July 7, 2023 to reduce the aggregate amount available to be sold under the ATM to $10 million.

During\n2023, the Parent sold 1,103,368 class A ordinary shares for net proceeds of $3.3 million and paid $0.1 million in commissions to agents\nas part of these trades.

During\nthe year ended December 31, 2024, the Parent sold 2,345,452 class A ordinary shares for net proceeds of $6.4 million (€5.9 million)\nand paid $0.2 million (€0.2 million) in commissions to agents as part of these trades.

During\nthe year ended December 31, 2025, the Parent sold 347,283 Class A ordinary shares for net proceeds of $2.71 million (€2.31 million), after placement fees deducted at settlement, and reimbursed $0.06 million (€0.05 million) of related legal expenses to the sales agent as part of these trades.

Going\nconcern

These\nconsolidated financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational\nexistence for the foreseeable future and be able to realise its assets and discharge its liabilities in the normal course of business.

In\nadopting the going concern basis in preparing the consolidated financial statements, the Directors have considered the Group’s\ncash on hand, its projected cash flows, and its ability to access additional sources of funding, together with factors likely to affect\nits future performance, as well as the Group’s principal risks and uncertainties.

F-11

The\nyear ended 31 December 2025 represented the first full year following the Group’s strategic repositioning. The Group reported\na net loss attributable to owners of the parent of approximately €5.72\nmillion (restated – refer to Note 5), a significant improvement from a net loss of approximately €15.3\nmillion for the year ended 31 December 2024. This improvement reflects the elimination of losses from legacy hydrogen manufacturing\noperations, the consolidation of a full year of revenue from QIND and its subsidiary Al Shola Al Modea Gas Distribution LLC\n(“Al Shola Gas”), and a reduction in Group-level operating costs and legacy positions and as well as some restructuring\nexpenses.

QIND\ngenerated revenue of approximately $16.3 million for the year ended 31 December 2025, driven by a full year of contributions from Al\nShola Gas and increased sales volumes. Al Shola Gas has operated profitably for several decades and provides the Group with a base of\nrecurring LPG engineering and distribution revenue. During the year, the Group also established Bright Hydrogen Solutions Ltd, which\nhas secured its first engineering and infrastructure contracts, and BioSteam Energy (Proprietary) Limited commenced development of its\nfirst project, which is expected to generate revenue in the first half of 2026.

During\n2025 and subsequent to year end, the Group strengthened its capital structure through a combination of debt and equity financing transactions.\nSenior convertible notes issued in early 2025 were largely converted into equity during the year, reducing outstanding indebtedness.\nThe Group also completed a private placement in July 2025 raising approximately $4.3 million in gross proceeds, continued to utilise\nits at-the-market equity programme, and regained compliance with Nasdaq listing requirements following a reverse share consolidation.\nIn February 2026, the Group completed an additional capital raise of approximately $2.6 million and entered into a definitive agreement\nto acquire a portfolio of uranium and gas royalty interests, which is expected to generate recurring income and further diversify the\nGroup’s revenue base from 2026 onwards.

Notwithstanding\nthese developments, the Group expects to continue to incur losses at the parent company level in the near term and remains dependent\non access to additional funding to support its operations and strategic initiatives. In addition, QIND had a working capital deficit\nand outstanding matured convertible note obligations as at 31 December 2025. The Group’s ability to execute its business plan is\ndependent on the performance of its operating subsidiaries, the timing and realisation of projected revenues, and its continued ability\nto raise capital in the equity and debt markets.

These\nconditions indicate the existence of material uncertainty that may cast significant doubt on the Group’s ability to continue as\na going concern and therefore, to continue realising its assets and discharging its liabilities in the normal course of business.

The\ncombination of recurring losses from operations at parent company level, negative working capital at QIND, outstanding matured convertible\nnote obligations, and the Group’s continued dependence on external financing to support operations and strategic initiatives indicate\nthe existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and\ntherefore, to continue realising its assets and discharging its liabilities in the normal course of business.

Management\nhas prepared cash flow projections which indicate that, based on current assumptions, the Group is expected to have sufficient liquidity\nto meet its obligations as they fall due for a period of at least twelve months from the date of approval of these financial statements.\nThese projections take into account the Group’s existing cash resources, expected cash flows from Al Shola Gas, anticipated revenues\nfrom Bright Hydrogen Solutions and BioSteam Energy, expected income from the Group’s recently agreed royalty portfolio, access\nto the $25 million equity line of credit entered into in January 2025, its ATM facility, the proceeds of the February 2026 capital raise,\nand the Group’s ability to raise additional capital if required. The Group also retains flexibility to manage its cost base and\nadjust the timing of discretionary expenditures and investments.

At\n31 December 2025, the Group had net current liabilities of €5.8 million (2024 restated: €9.0 million), reflecting total current\nliabilities of €12.2 million against total current assets of €6.4 million. Net cash used in operating activities during 2025\nwas €8.2 million (2024: €8.3 million), equivalent to an average monthly cash outflow of approximately €0.7 million at\nGroup level. Cash and cash equivalents at 31 December 2025 were €0.6 million (2024: €0.2 million). Notwithstanding the improvement\nin the net current liability position compared with the prior year, the Group’s existing cash resources are insufficient to fund\noperating and financing obligations over the next twelve months without additional funding.

Based\non management’s cash flow projections for the period to 30 September 2027, the Group requires additional funding of approximately\n€2 million to meet its obligations as they fall due and to support its strategic initiatives, comprising principally: (i) parent\ncompany operating costs and corporate overheads; (ii) the settlement, refinancing or conversion of QIND’s outstanding matured convertible\nnote obligations (refer below); and (iii) working capital funding for the operating subsidiaries, net of expected cash generation from\nAl Shola Gas. Management expects this funding to be sourced from a combination of the Group’s existing $25 million equity line\nof credit entered into in January 2025, continued use of its at-the-market programme, the proceeds of the February 2026 capital raise\nof approximately $2.6 million, cash generation from the newly acquired uranium and gas royalty portfolio from 2026 onwards, and additional\ndebt or equity financing if required.

F-12

At\n31 December 2025, QIND had eight convertible promissory notes outstanding with an aggregate principal and accrued interest balance of\napproximately €2.4 million (USD 2,561,240), all of which had matured and remained unpaid as at the reporting date. Failure to repay\nthese notes at maturity constitutes an event of default under the terms of the notes and could result, among other things, in the acceleration\nof the full outstanding principal amount plus accrued and unpaid interest, the accrual of default interest at rates ranging from 15%\nto 20% per annum, the outstanding principal amount increasing to between 150% and 200% of the original balance on certain notes, and\nthe right of noteholders to convert outstanding amounts into shares of QIND at a discount to market price. Several of the notes also\ncontain most-favoured-nation provisions, anti-dilution protections and beneficial ownership limitations which could further constrain\nQIND’s ability to restructure or refinance this indebtedness. The Group is dependent on QIND’s ability to negotiate forbearance\narrangements, obtain waivers, or otherwise restructure these obligations; failure to do so could result in enforcement action against\nQIND’s assets (which secure the related party loan from J.J. Astor & Co.) and could materially impair the Group’s consolidated\nfinancial position, results of operations and its ability to continue as a going concern. Further information on these matters is set\nout in the Risk Factors section of this Annual Report.

However,\nthere can be no assurance that the Group will be successful in achieving its forecasts, securing additional funding, or executing its\nstrategic initiatives as planned. If the Group is unable to obtain sufficient funding or generate adequate cash flows, it may be required\nto delay, scale back or discontinue certain operations or investments.

The\naccompanying consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty.\nAccordingly, the consolidated financial statements have been prepared on a going concern basis, which contemplates the realisation of\nassets and settlement of liabilities in the ordinary course of business.

Since the consolidated financial\nstatements were originally approved on 7 May 2026, the Company completed the acquisition of Royal Uranium Inc. on 21 July 2026, raised\ngross proceeds of approximately $1.5 million under the August 2026 private placement and agreed to settle part of the amounts owed to\nBevilacqua PLLC in shares. On 10 July 2026, QIND entered into a forbearance agreement with RB Capital Partners, Inc. in respect of two\nof its matured convertible notes, extending their maturity to 1 March 2028 with repayment in 19 monthly instalments (refer to Note 30).\nThe Directors have reassessed the going concern basis of preparation for a period of at least twelve months from the date of approval\nof these restated consolidated financial statements; the material uncertainty described above continues to apply. The restatement described\nin Note 5 is non-cash and does not affect the Group’s cash resources or cash flows.

For\nthis reason, the Directors have adopted the going concern basis in preparing the audited consolidated financial statements.

New\nstandards or amendments

There\nwere no new standards effective for the period commencing 1 January 2025 that had a material impact on the Group. A number of new standards,\namendments to standards and interpretations are not yet effective for the period and have not yet been applied in preparing the consolidated\nfinancial statements. The Group is in the process of assessing the impact on the financial statements of these new standards and amendments.\nManagement currently expects no material impact on the Group’s financial statements on adoption of these amendments.

Significant\naccounting policies

There\nhave been no additions to the Group’s significant accounting policies, as compared to the significant accounting policies described\nin the Form 20-F for the fiscal year ended December 31, 2024.

Derivative\nfinancial instruments

The\nGroup accounts for derivative liabilities by assessing whether the instrument contains separable embedded derivatives, and classifying\neach component accordingly. In cases where the Group issues convertible promissory notes, these are assessed to determine whether they\ncontain both a host debt contract and one or more embedded derivatives. The Group separates any embedded derivatives that are not closely\nrelated to the host contract and accounts for them at fair value through profit or loss (“FVTPL”).

Where\nthe conversion feature of a convertible note is denominated in a currency other than the entity’s functional currency, or includes\nanti-dilution clauses such as down-round protections, the ‘fixed-for-fixed’ criterion is assessed to have been met and the\nfeature is classified as a derivative liability. The Group treats all such embedded derivatives - including conversion features, down-round\nadjustments, trading price redemptions, and change of control options - as a single compound derivative, measured at fair value through\nprofit or loss at each reporting period.

The\nhost debt contract is initially recognised at the residual amount after deducting the fair value of the compound embedded derivative\nand is measured at amortised cost using the effective interest rate method.

F-13

Compound\nFinancial Instruments

Compound\nfinancial instruments issued by the Group comprise convertible loan notes that can be converted into equity at the option of the holder.\nThe liability component is initially measured at fair value and subsequently measured at amortised cost using the effective interest\nmethod. The equity component is the residual amount of the instrument after deducting the fair value of the liability component and is\nrecognised in a separate reserve within equity. Transaction costs are allocated between the liability and equity components proportionately.

Warrants

Classification

The Group issues warrants\nin connection with financing transactions, advisory and service arrangements, and other commercial agreements. At initial recognition,\neach warrant is assessed under IAS 32 and IFRS 9 to determine whether it is classified as an equity instrument or as a financial liability.

A warrant is classified\nas an equity instrument only where it entitles the holder to acquire a fixed number of the Group’s own ordinary shares for a fixed amount\nof cash in the functional currency of the issuing entity (the “fixed-for-fixed” criterion), and where the contract does not\nimpose on the Group any obligation to deliver cash or another financial asset, or to settle the instrument in a manner that would result\nin it being a financial liability.

A warrant is classified\nas a derivative financial liability where it fails the fixed-for-fixed criterion. This is typically the case where the exercise price\nis denominated in a currency other than the functional currency of the issuing entity (which, for the Parent, is the Euro, while warrant\nexercise prices are generally denominated in U.S. dollars), where the contract contains anti-dilution, full-ratchet, price-reset or other\nvariable settlement features, or where it provides for cash settlement (in whole or in part) on the occurrence of a fundamental transaction\nor change of control.

Equity-classified warrants

Equity-classified warrants\nare recognised within equity at their fair value on the date of grant. Where they are issued in exchange for goods or services, the fair\nvalue of the goods or services received is recognised as an expense in profit or loss with a corresponding credit to the share-based payment\nreserve, in accordance with IFRS 2. Where the fair value of the goods or services received cannot be reliably measured, the fair value\nof the warrants granted is used. Equity-classified warrants are not subsequently remeasured. On exercise, the carrying amount of the warrant\nin equity, together with any cash consideration received, is reclassified to share capital and share premium. Warrants that lapse unexercised\nremain in equity and may be transferred to retained earnings.

Liability-classified\nwarrants

Liability-classified warrants\nare recognised initially at fair value on the issue date, with transaction costs expensed to profit or loss. They are subsequently remeasured\nat fair value at each reporting date, with changes in fair value recognised in profit or loss within fair value movement on derivative\nfinancial instruments. On exercise, the derivative liability is remeasured to fair value at the exercise date and is then reclassified\nto share capital and share premium together with any cash consideration received, with no gain or loss arising on the reclassification.

Modifications, exchanges\nand replacements

The Group regularly assesses\nwhether amendments to the terms of outstanding warrants, or transactions in which existing warrants are surrendered for new instruments,\nrepresent a modification of the original warrant or its extinguishment and replacement.

Where the terms of an outstanding\nwarrant are renegotiated and the modified terms are substantially different from the original terms (for example, as a result of significant\nchanges to the exercise price, the number of underlying shares, the exercise period or the substantive economic features of the instrument),\nthe original warrant is treated as extinguished. The original warrant is derecognised at its carrying amount on the date of extinguishment,\nand the replacement instrument is recognised at its fair value on that date. For liability-classified warrants, the difference between\nthe carrying amount of the original instrument and the fair value of the replacement is recognised in profit or loss. For equity-classified\nwarrants, the difference is recognised within equity.

Where the modification\nis not substantial, the original warrant continues to be recognised, with any incremental fair value granted to the holder accounted for\nin accordance with the classification of the instrument.

Valuation

Listed warrants are measured\nusing quoted market prices in active markets where available (Level 1). Where quoted prices are not available, fair value is determined\nusing option pricing models, principally the Black-Scholes model and, where appropriate, binomial lattice models. The principal inputs\nto these models are the Group’s share price at the measurement date, expected share price volatility (estimated by reference to the Group’s\nhistorical volatility), the risk-free interest rate (derived from government bond yields with maturities corresponding to the expected\nterm), the expected term of the warrant and the expected dividend yield. Where the only unobservable input that has a significant effect\non the recorded fair value is volatility derived from observable market inputs, the resulting fair value measurements are classified within\nLevel 2 of the fair value hierarchy.

The selection of valuation technique and\nthe determination of inputs require management judgement. Changes in these inputs, in particular share price and expected volatility,\nmay have a material effect on the fair value of liability-classified warrants and on the related fair value movement recognised in profit\nor loss in the period.

Loss\nof Control and Deconsolidation of Subsidiaries

The\nGroup ceases to consolidate a subsidiary from the date on which control is lost. When control is lost, the Group:

\n\n\n\n\n\n\n\n\n

	■	Derecognises\n the assets and liabilities of the former subsidiary from the consolidated statement of financial\n position, including any associated goodwill;
	■	Derecognises\n any non-controlling interest related to the former subsidiary;
	■	Recognises\n the fair value of any consideration received and of any retained investment at the date control\n is lost;
	■	Reclassifies\n to profit or loss, or transfers to retained earnings, any amounts previously recognised in\n other comprehensive income in relation to the subsidiary;
	■	Recognises\n any resulting difference between the net assets derecognised and the fair value of consideration\n received and retained interest as a gain or loss in profit or loss, attributable to the former\n controlling interest.

Where\nno consideration is received and no investment is retained the gain or loss on deconsolidation is calculated based solely on the carrying\namount of net assets and liabilities of the subsidiary at the date of loss of control.

Revenue

Revenue\nis measured based on the consideration specified in a contract with a customer and is recognised when control of goods or services is\ntransferred to the customer, in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those\ngoods or services. Revenue excludes amounts collected on behalf of third parties, such as value added tax.

The\nGroup applies the following five-step model to all revenue-generating contracts:

●

Identify\n the contract with a customer;

●

Identify\n the performance obligations in the contract;

●

Determine\n the transaction price;

●

Allocate\n the transaction price to the performance obligations; and

●

Recognise\n revenue when (or as) the performance obligation is satisfied.

The\nGroup has determined that it acts as principal in its revenue arrangements on the basis that it typically controls the goods or services\nbefore transferring them to the customer, and accordingly revenue is recognised at the gross amount of consideration to which the Group\nexpects to be entitled.

F-14

Identification\nof performance obligations

The\nGroup’s principal revenue-generating activity is conducted through its operating subsidiary Al Shola Gas, which provides comprehensive\nsolutions for the liquefied petroleum gas (“LPG”) industry in the United Arab Emirates. Contracts with customers typically\ncontain one or more of the following distinct performance obligations:

●

Design,\n supply, installation and commissioning of centralised gas systems — project-based one-time\n revenue from the design, engineering, procurement and installation of LPG infrastructure\n on customer premises, including pipelines, pressure regulators, metering units, storage tanks\n and safety equipment;

●

Metered\n LPG utility services — recurring revenue from the ongoing supply of LPG to customers\n through centralised gas systems following project handover, billed on a metered basis;

●

Bulk\n LPG deliveries and cylinder supply — recurring revenue from the transportation and\n supply of LPG in bulk tanker or cylinder format to commercial, residential and industrial\n customers; and

●

Operations\n and maintenance services — recurring revenue from the ongoing operation, maintenance,\n and preventive servicing of centralised gas systems and associated infrastructure.

In\naddition, the Group generates revenue from engineering and advisory services provided by Bright Hydrogen Solutions S.L. in relation to\nenergy infrastructure and clean energy projects.

Where\na contract contains more than one performance obligation, the Group assesses whether the goods or services are distinct on the basis\nthat the customer can benefit from them either on their own or together with other readily available resources, and that they are separately\nidentifiable from other performance obligations in the contract.

Transaction\nprice and allocation

The\ntransaction price is determined based on the consideration specified in the contract, adjusted for estimates of variable consideration\n(such as commercial discounts granted to customers) and any consideration payable to the customer. Commercial discounts granted to customers\nare treated as a reduction of the transaction price rather than as an operating expense. The Group’s contracts do not contain material\nsignificant financing components, as the period between the transfer of goods or services and payment is typically less than one year.

Where\na contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation\nbased on its relative stand-alone selling price. Where stand-alone selling prices are not directly observable, they are estimated based\non expected cost plus an appropriate margin.

Timing\nof revenue recognition

Revenue\nfrom the design, supply, installation and commissioning of centralised gas systems is recognised over time where the Group’s performance\ncreates or enhances an asset that the customer controls as the asset is created or enhanced, using an input method based on costs incurred\nto date as a proportion of total estimated contract costs. Where the criteria for over-time recognition are not met, revenue is recognised\nat a point in time on completion and customer acceptance of the installation.

Revenue\nfrom metered LPG utility services, bulk LPG deliveries and cylinder supply is recognised at the point in time at which physical delivery\nof the LPG to the customer is completed and control of the product transfers to the customer.

Revenue\nfrom operations and maintenance services is recognised over time as the customer simultaneously receives and consumes the benefits of\nthe services as they are performed. Where services are provided under fixed-fee arrangements, revenue is recognised on a straight-line\nbasis over the contract period; where services are provided on a time-and-materials basis, revenue is recognised as the services are\nperformed.

Revenue\nfrom engineering and advisory services provided by Bright Hydrogen Solutions is recognised over time or at a point in time depending\non the specific nature of the contract and the associated performance obligations, in accordance with IFRS 15.

Contract\nbalances

Amounts\nbilled to customers in advance of revenue recognition are recognised as contract liabilities. Amounts recognised as revenue that have\nnot yet been invoiced are recognised as contract assets. Trade receivables are recognised when the Group has an unconditional right to\nconsideration, being the point at which only the passage of time is required before payment is due. At 31 December 2025 and 31 December\n2024, the Group held no material contract assets or contract liabilities.

F-15

Consistency\nwith IFRS 15

The\nGroup has reviewed the revenue recognition policies applied by QIND and its operating subsidiary Al Shola Gas, which report in accordance\nwith US GAAP (ASC 606), and determined that they are aligned with the Group’s IFRS 15 accounting policies. No adjustments were\nrequired on consolidation to align revenue recognition with Group accounting policies.

Leases

At\ninception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract\nconveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At\ncommencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract\nto each lease component on the basis of its relative stand-alone prices.

The\nGroup recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured\nat cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement\ndate, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the\nunderlying asset or the site on which it is located, less any lease incentives received.

The\nright-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term,\nunless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use\nasset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful\nlife of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use\nasset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The\nlease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted\nusing the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing\nrate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The\nGroup determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain\nadjustments to reflect the terms of the lease and type of the asset leased.

Lease\npayments included in the measurement of the lease liability comprise the following:

\n\n\n\n\n\n\n

	●	fixed\n payments, including in-substance fixed payments;
	●	variable\n lease payments that depend on an index or a rate, initially measured using the index or rate\n as at the commencement date;
	●	amounts\n expected to be payable under a residual value guarantee; and
	●	the\n exercise price under a purchase option that the Group is reasonably certain to exercise,\n lease payments in an optional renewal period if the Group is reasonably certain to exercise\n an extension option, and penalties for early termination of a lease unless the Group is reasonably\n certain not to terminate early.

The\nlease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future\nlease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to\nbe payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or\ntermination option or if there is a revised in-substance fixed lease payment.

When\nthe lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or\nis recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The\nGroup presents right-of-use assets in ‘property, plant and equipment’ and lease liabilities in ‘trade and other payables’\nin the statement of financial position.

The\nGroup has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The\nGroup recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Inventories

Inventories\nare stated at the lower of cost and net realizable value. Cost comprises of direct materials and the cost of bringing the components\nto their present condition. Cost is determined using the first-in, first-out (FIFO) method, which reflects the actual method applied\nby the Group’s operating subsidiary. Net realisable value is calculated as the estimated selling price arising in the ordinary\ncourse of business, net of estimated selling costs.

F-16

Segment\ninformation

The\nGroup determines its operating segments based on the information that is regularly reviewed by the chief operating decision maker (“CODM”),\nidentified as the Board of Directors, for the purpose of allocating resources and assessing performance.

An\noperating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses,\nwhose operating results are regularly reviewed by the CODM to make decisions about resource allocation and to assess performance, and\nfor which discrete financial information is available.

A\nreportable segment is an operating segment that meets the quantitative thresholds set out in IFRS 8, or is otherwise considered by management\nto provide useful information to users of the financial statements. Operating segments that do not meet the quantitative thresholds are\naggregated within “All other activities” and presented separately from reconciling items where required.

Research\nand development expenditure

Research\ncosts are expensed as incurred. Development costs are capitalised when the criteria under IAS 38 are met, including the technical and\ncommercial feasibility of the asset, the intention and ability to complete it, and the likelihood of generating future economic benefits.\nCapitalised development expenditure is measured at cost less accumulated amortisation and impairment losses.

As\nat the reporting date, the Group had no material ongoing research and development activities.

Trade\nand other payables

Trade\npayables are recognised initially at fair value and subsequently measured at amortised cost.

Provisions

Onerous\ncontracts

A\nprovision for an onerous contract is recognised when it becomes probable that the total contract costs will exceed total contract revenue.\nBefore a provision for onerous contracts is recorded, the related assets under construction are measured at their net realisable value\nand written-off if necessary. Onerous contracts are identified by monitoring the progress of the contract together with the underlying\nprogramme status. An estimate of the related contract costs is made, which requires significant and complex assumptions, judgements and\nestimates related to achieving certain performance standards.

Warranties

A\nprovision for warranties is recognized when the underlying products or services are sold, based on historical warranty data and a weighting\nof possible outcomes against their associated probabilities.

Current\ntaxation

The\ncurrent taxation charge is calculated at the amount expected to be recovered from or paid to the taxation authorities on the basis of\nthe tax laws enacted or substantively enacted at the reporting date.

Deferred\ntaxation

Deferred\ntaxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities\nand their carrying amounts in the financial statements.

Deferred\nincome tax is determined using tax rates that have been enacted or substantially enacted by the reporting date and are expected to apply\nwhen the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred\nincome tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible\ntemporary differences and the carry forward of unused tax losses can be utilised. Unrecognised deferred tax assets are reassessed at\neach reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which\nthey can be used. In making this assessment, management has regard to relevant uncertainties affecting the availability of future taxable\nprofits, including any material uncertainty related to going concern.

F-17

Deferred\ntax liabilities may arise on the initial recognition of identifiable assets and liabilities as part of business combinations, including\nfair value adjustments recognised through purchase price allocation exercises. These deferred tax balances are recognised in accordance\nwith IAS 12 and subsequently released to profit or loss as the underlying assets are amortised, depreciated or realised.

Equity\ninstruments

An\nequity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.\nClass A ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares\nare shown in equity as a deduction from equity, net of tax effects.

Business\ncombinations

The\nGroup accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition\nof the business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business,\nthe Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether\nthe acquired set has the ability to produce outputs.

The\nGroup has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities\nand assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired\nis concentrated in a single identifiable asset or group of similar identifiable assets.

The\nconsideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill\nthat arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction\ncosts are expensed as incurred, except if related to the issue of debt or equity securities.

The\nconsideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally\nrecognised in profit or loss.

Any\ncontingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that\nmeets the definition of financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within\nequity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair\nvalue of the contingent consideration are recognised in profit or loss.

The\nGroup determines the acquirer based on the criteria outlined in IFRS 3, including an assessment of governance structure, board composition,\nand relative ownership interests.

The\nGroup accounts for non-controlling interests (NCI) in accordance with IFRS 3.19, and elects, on a transaction-by-transaction basis, to\nmeasure NCI either at fair value (full goodwill method) or at the proportionate share of the acquiree’s identifiable net assets\n(partial goodwill method).

In\naccordance with IFRS 3.45, the Group may revise the initial accounting for a business combination within the measurement period, which\ndoes not exceed 12 months from the acquisition date. During this period, provisional amounts may be adjusted retrospectively if new information\nbecomes available regarding facts and circumstances that existed at the acquisition date.

F-18

Where\nnecessary, the Group adjusts the acquiree’s accounting policies to align with those of the Group in accordance with IFRS 10.19\nand IFRS 10.22, including for differences arising between local GAAP and IFRS.

For\nthe QIND acquisition completed in November 2024, the Group elected to measure non-controlling interests at the proportionate share of\nthe acquiree’s identifiable net assets (the partial goodwill method).

Share-based\npayment arrangements

The\ngrant-date fair value of equity-settled share-based payments arrangements granted to employees and non-employees is generally recognised\nas an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is\nadjusted to reflect the numbers of awards for which the related service and non-market performance conditions are expected to be met,\nsuch that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance\nconditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based\npayment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. For share-based\npayment awards that vest at the discretion of the board of directors, the fair value is determined at the reporting date until such time\nthat there is a shared understanding of the vesting period.

Post-employment\nbenefits – End-of-service indemnity

The\nGroup recognises a liability for end-of-service benefits payable to employees of its UAE-based subsidiary, Al Shola Gas. These benefits\nare classified as unfunded post-employment defined benefit obligations and are accrued in accordance with UAE labour law.

The\nend-of-service benefit is calculated based on an employee’s final salary and length of service at the reporting date. The obligation\nis recognised in the consolidated statement of financial position and measured using the projected unit credit method, without discounting,\nas the impact of the time value of money was determined to be immaterial.

No\nactuarial valuation has been performed as at 31 December 2025 due to the nature of the obligation and the size of the employee population;\nhowever, management estimates the liability based on historical and contractual entitlements.

Financial\ninstruments

Recognition\nand initial measurement

Receivables\nare initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when\nthe Group becomes a party to the contractual provisions of the instrument.

A\nfinancial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured\nat fair value plus transaction costs that are directly attributable to its acquisition or issue.

Financial\nassets at fair value through profit or loss (FVTPL)

These\nassets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit\nor loss.

Classification\nand subsequent measurement

On\ninitial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive Income (“FVOCI”)\n– debt investment; FVOCI – equity investment; or FVTPL.

Financial\nliabilities – Classification, subsequent measurement and gains and losses

Financial\nliabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified\nas held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured\nat fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities\nare subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses\nare recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

F-19

Derecognition

Financial\nassets

The\nGroup derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the\nrights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the\nfinancial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership\nand it does not retain control of the financial asset.

Financial\nliabilities

The\nGroup derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognises\na financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which\ncase a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the\ndifference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred, or liabilities\nassumed) is recognized in profit or loss.

Deposits\nand Advances

Deposits\nand advances represent payments made in advance to suppliers, contractors, and service providers in the ordinary course of business.\nThese primarily relate to procurement of materials and services for the design, supply, and installation of central gas distribution\nand monitoring systems carried out by the Group’s UAE-based subsidiary. Such advances include, but are not limited to:

■

Refundable\n project security deposits,

■

Lease\n and utility deposits,

■

Prepayments\n to subcontractors and vendors for project-related activities.

These\namounts are recognised at their nominal value and are not discounted as the impact of the time value of money is considered immaterial.\nDeposits that are expected to be utilised or refunded within 12 months of the reporting date are classified as current assets, while\nthose recoverable beyond 12 months are classified as non-current assets.

At\nthe reporting date, there are no indicators of impairment, and management considers all amounts to be fully recoverable.

Prepayments\nand other receivables

Prepayments\nand other receivables are recognised initially at fair value and then carried at amortised cost less allowance for impairment. The Group\napplies the IFRS 9 Financial Instruments simplified approach to measuring expected credit losses which uses a lifetime expected\nloss allowance for other receivables.

Cash\nand cash equivalents

Cash\nand cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term deposits with a maturity\nof three months or less.

Statement\nof cash flows

The\nconsolidated statement of cash flows is prepared using the indirect method. Interest paid is classified within cash flows from operating\nactivities, consistent with the presentation of financing costs within the consolidated statement of profit or loss. Interest received\nis classified within cash flows from investing activities. Income taxes paid and received are classified within cash flows from operating\nactivities, as they cannot be specifically identified with financing or investing activities.

Non-cash\ninvesting and financing transactions are excluded from the consolidated statement of cash flows and disclosed separately.

F-20

Property,\nplant and equipment

Property,\nplant and equipment is included at cost less accumulated depreciation and/or accumulated impairment losses. Cost includes the original\npurchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation\nis provided using the straight-line method to write off cost to residual value over the estimated useful life of the individual asset.\nImportant components of property, plant and equipment that maintain different useful lives are considered separately. Land is not depreciated\nand assets categorised as being under construction are not depreciated until such time that they are in use. The following rates per\nannum are used:

Schedule of property, plant and equipment useful lives

\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	Plant and machinery	3-10 years
	Office and other equipment	3-10 years
	Leases	Lease term

The\nuseful lives disclosed represent the range of depreciation periods applied across the Group. Actual asset lives used by individual subsidiaries\nfall within this range and reflect the nature and expected use of the respective assets.

The\ncarrying values of property, plant and equipment are reviewed for indicators of impairment at each reporting date or when events or\nchanges in circumstances indicate the carrying value may not be recoverable (whichever is the earlier). If any such indication\nexists and where the carrying values exceed the estimated recoverable amount, the assets or cash - generating units are written down\nto their recoverable amount.

Intangible\nassets

Intangible\nassets acquired separately are measured on initial recognition at cost. Intangible assets acquired in a business combination are measured\non initial recognition at their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried\nat cost less accumulated amortisation and/or any accumulated impairment losses.

Product\ndevelopment costs are not amortised until such time that they are in use after which it is expected they will be amortised over their\nestimated useful lives (three to five years). Amortisation is provided using the straight-line method to write off cost to residual value\nover the estimated useful life of the individual asset. The following rates per annum are used:

Schedule of estimated useful lives of intangible assets

\n\n \n \n \n \n \n \n\n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n\n \n \n \n \n \n \n\n \n \n \n \n \n \n\n\n \n \n \n \n \n \n\n \n \n \n \n \n \n

Asset\n class	Useful\n life	Method

Software	3 years	Straight-line

Completed development technology	3 years	Straight-line

Customer relationships	10 years	Straight-line

Trade names	10 years	Straight-line

The\nuseful lives of customer relationships and trade names acquired in the QIND business combination were determined with reference to the\nvaluation performed as part of the purchase price allocation. The useful life of customer relationships reflects the period over which\nthe majority of the discounted cash flows attributable to the acquired customer portfolio are expected to be realised, reflecting a historical\ncustomer attrition rate of approximately 8% per annum in the acquired customer portfolio. The useful life of trade names reflects management’s\nestimate of the period over which the acquired brands are expected to contribute to the economic benefits of the business, having regard\nto their history, market recognition, and the business-to-business nature of the operations.

All\nacquired intangible assets are assessed as having finite useful lives. The Group does not hold any intangible assets with indefinite\nuseful lives.

Internally\ngenerated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the income\nstatement in the year in which the expenditure is incurred.

Expenditure\non research activities is recognised in profit or loss as incurred.

Development\nexpenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible,\nfuture economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell\nthe asset. Otherwise, it is recognised in the profit or loss as incurred. Subsequent to initial recognition, development expenditure\nis measured at cost less accumulated amortisation and any accumulated impairment losses.

F-21

Subsequent\nexpenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All\nother expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Impairment\narises if the recoverable amount of the intangible asset is lower than its carrying value. Recoverable amount is the higher of an asset’s\nvalue in use and its fair value less costs of disposal.

If\nthe carrying amount of an intangible asset exceeds its recoverable amount, an impairment loss is recognised in an amount equal to that\nexcess.

Goodwill\nrecognised on acquisition represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired.

The\nGroup finalised the purchase price allocation during the year, including the identification and valuation of separately identifiable\nintangible assets. Any adjustments arising during the measurement period have been reflected in the consolidated financial statements.

4.	Significant\n accounting judgements, estimates and assumptions

The\npreparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions\nthat affect the reported amounts of revenue, expenses, assets and liabilities, income taxes and the accompanying disclosures. Uncertainty\nabout these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset\nor liability affected in future periods. These include, but are not limited to:

Impairment\nof goodwill

The\nGroup tests goodwill for impairment at least annually or more frequently where indicators of impairment exist. This requires\nmanagement to estimate the recoverable amount of the relevant cash-generating unit, including assumptions relating to future cash\nflows, growth rates and discount rates. Changes in these assumptions could result in material adjustments to the carrying value of\ngoodwill. At 31 December 2025, the recoverable amount of the LPG Distribution & Engineering cash-generating unit was below\nits carrying amount and an impairment loss of €1,060k was recognised (restated –\nrefer to Notes 5 and 16).

Business\ncombinations and purchase price allocation

The\nidentification and valuation of identifiable assets and liabilities acquired in a business combination require the use of significant\nestimates and assumptions, including the valuation of intangible assets and determination of fair values. These estimates may be refined\nduring the measurement period.

Fair\nvalue of derivative financial instruments

The\nGroup measures certain financial instruments at fair value through profit or loss. The valuation of these instruments requires the use\nof valuation techniques and key assumptions, including share price volatility and other market-based inputs. Changes in these assumptions\nmay result in significant movements in profit or loss.

Deferred\ntaxation

The\nrecognition of deferred tax assets and liabilities requires management judgement in assessing the recoverability of future taxable profits\nand the expected reversal of temporary differences, including those arising from business combinations.

Assessment\nof control and deconsolidation

The\ndetermination of whether the Group has control over an entity requires judgement, particularly in situations involving insolvency or\nother legal processes. Changes in control result in deconsolidation and may significantly impact the Group’s financial position\nand results.

F-22

5.	Restatement\n of previously issued financial statements

(A)\nRestatement of the consolidated financial statements for the year ended 31 December 2025 (IAS 8)

Following\nthe issue of the consolidated financial statements for the year ended 31 December 2025 on 7 May 2026, errors were identified in\nthe accounting for the Group’s investment in QIND, a foreign operation whose functional currency is the US dollar, and in the impairment\ntesting of the related goodwill. The errors have been corrected by restating each affected line item of the consolidated financial statements\nfor the year ended 31 December 2025 in accordance with IAS 8.42. The comparative information for the year ended 31 December 2024 and\nthe statement of financial position at 1 January 2024 are not affected. The corrections are as follows:

(a)\nImpairment of goodwill (IAS 36)

The\nrecoverable amount of the LPG Distribution & Engineering cash-generating unit (QIND and its subsidiary Al Shola Gas) at 31 December\n2025 was below its carrying amount. An impairment loss of €1,060k, being the Group’s share of the impairment of the notionally\ngrossed-up goodwill (IAS 36, Appendix C), has been recognised in profit or loss and allocated in full to goodwill. No impairment was\nrecognised in the financial statements as previously issued. Refer to Note 16.

(b)\nTranslation of purchase price allocation charges at the average rate (IAS 21.39(b))

The\namortisation of customer relationships and trade names, the release of the inventory fair value uplift and the related deferred tax credit\narising from the QIND purchase price allocation were translated at the exchange rate at the acquisition date. They have been translated\nat the average exchange rate for 2025. Administration expenses decrease by €171k, cost of sales by €4k and the income tax credit\nby €18k.

(c)\nRetranslation of goodwill and fair value adjustments at the closing rate (IAS 21.47)

Goodwill\nand the fair value adjustments arising on the acquisition of QIND are assets and liabilities of the foreign operation and are translated\nat the closing rate. They were carried at the exchange rate at the acquisition date. Retranslation at the 31 December 2025 closing rate\nof US$1.1736 to €1.00 reduces customer relationships by €1,944k, trade names by €453k, goodwill by €683k, the inventory\nfair value uplift by €4k and the deferred tax liability by €219k. The resulting exchange difference of €2,866k is recognised\nin other comprehensive income.

(d)\nExchange differences on translation of foreign operations (IAS 21.39(c) and IAS 21.41)

Exchange\ndifferences arising on the translation of QIND’s results and net assets into euro were recognised in finance income. They are recognised\nin other comprehensive income and accumulated in a foreign currency translation reserve, with the share attributable to non-controlling\ninterests allocated to non-controlling interests. This reclassifies a gain of €3,126k from finance income to other comprehensive\nincome. The translation of QIND’s equity eliminated on consolidation and of the related non-controlling interests has also been\ncorrected:

(i)\nexchange differences of €1,324k and €11k on the retranslation of QIND’s share premium and share capital eliminated on\nconsolidation had been recognised directly in the Group’s share premium and other equity reserve. They are recognised in other\ncomprehensive income;

(ii)\ncontributions of €399k by non-controlling shareholders of QIND during 2025 had been recorded as a reduction of non-controlling interests\nagainst exchange differences. They are recognised as an increase in non-controlling interests, which increases non-controlling interests\nby €798k with a corresponding reduction in other comprehensive income;

(iii)\nan increase of €416k arising from changes in the Group’s ownership interest in QIND on QIND’s 2025 share issues had\nbeen recognised within exchange differences. It is recognised directly in equity, within the other equity reserve, in accordance with\nIFRS 10.23; and

(iv)\nthe share of other comprehensive income of the non-controlling interests in QIND’s subsidiary, Al Shola Gas,, a loss of €115k,\nis attributed to non-controlling interests.

Other\ncomprehensive income for 2025 is therefore a loss of €2,289k (a gain of €3,126k under (d), less €2,866k under (c), €1,335k\nunder (d)(i), €798k under (d)(ii) and €416k under (d)(iii)), of which €1,647k is attributable to owners of the parent\nand accumulated in the foreign currency translation reserve and €642k is attributable to non-controlling interests (€115k under\n(d)(iv) and €527k under (e) below).

F-23

(e)\nNon-controlling interests in QIND (IFRS 10.B94 and IFRS 10.23)

The\nGroup holds 98.3 million of QIND’s shares on an as-converted basis. Its economic interest in QIND reduced from 67.04% at 31 December\n2024 to 52.40% at 31 December 2025 as QIND issued shares to third parties during 2025. The non-controlling interests in QIND, measured\nat their proportionate share of QIND’s identifiable net assets at the acquisition date, had been carried at their 31 December 2024\namount. They had not been attributed their share of QIND’s 2025 loss and other comprehensive income, and had not been adjusted\nfor the change in the Group’s ownership interest.

The\nnon-controlling interests’ share of QIND’s loss for 2025, including the amortisation of the fair value adjustments arising\non the acquisition net of deferred tax, is a loss of €1,616k, and their share of other comprehensive income is a loss of €527k,\neach based on their time-weighted interest during the year. Non-controlling interests have been adjusted to their proportionate share\nof QIND’s net assets at 31 December 2025, an increase of €2,229k recognised in equity against the other equity reserve in\naccordance with IFRS 10.23, of which €681k relates to the position at 31 December 2024. The loss attributable to owners of the parent\ndecreases by €1,616k. Non-controlling interests increase by €86k, with a corresponding decrease in equity attributable to owners\nof the parent. There is no effect on the loss for the year, other comprehensive income or total equity.

Impact\non consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2025

Schedule of impact on consolidated statement of profit or loss

€’000	As previously reported			Adjustment		Restated
Revenue		14,415			-		14,415
Cost of sales		(10,240	)		5		(10,235	)
Gross profit		4,175			5		4,180
Other income		1,358			-		1,358
Administration expenses		(11,869	)		173		(11,696	)
Share-based payment expense		(1,562	)		-		(1,562	)
Impairment expense		(2	)		(1,060	)	(1,062	)
Operating loss		(7,898	)		(884	)	(8,782	)
Finance income / (costs)		2,243			(3,126	)	(883	)
Interest payable and similar expense		(24	)		-		(24	)
Derivative financial instruments at FVTPL		3,392			-		3,392
Net finance income / (costs)		5,611			(3,126	)	2,485
Profit on deconsolidation due to insolvency		1,225			-		1,225
Loss before tax		(1,062	)		(4,010	)	(5,072	)
Income tax credit		110			(18	)	92
Loss for the year		(952	)		(4,028	)	(4,980	)
Other comprehensive income: exchange differences on translating foreign operations		-			(2,289	)	(2,289	)
Total comprehensive loss for the year		(952	)		(6,317	)	(7,269	)
Loss attributable to owners of the parent		(1,694	)		(2,412	)	(4,106	)
(Loss) / profit attributable to non-controlling interests		742			(1,616	)	(874	)
Total comprehensive loss attributable to owners of the parent		(1,694	)		(4,059	)	(5,753	)
Total comprehensive (loss) / income attributable to non-controlling interests		742			(2,258	)	(1,516	)
Basic and diluted loss per share (€)		(1.27	)		(1.80	)	(3.07	)

Amounts\nare rounded to the nearest thousand. The adjustments to cost of sales and administration expenses include rounding differences of €1k\nand €2k respectively. The operating loss as previously reported did not include the impairment expense of €2k.

Impact\non consolidated statement of financial position as at 31 December 2025

Schedule of impact on consolidated statement of financial position

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

€’000	As previously reported		Adjustment		Restated
Intangible assets		21,522		(2,226	)	19,296
Goodwill		6,602		(1,743	)	4,859
Total non-current assets		29,612		(3,969	)	25,643
Total assets		36,039		(3,969	)	32,070
Other payables – long-term		3,067		(201	)	2,866
Total non-current liabilities		3,348		(201	)	3,147
Total liabilities		15,534		(201	)	15,333
Net assets		20,505		(3,768	)	16,737

Impact\non equity as at 31 December 2025

Schedule of detailed information about impact on equity

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

€’000	As previously reported			Adjustment		Restated
Share premium		240,680			1,324		242,004
Other equity reserve		6,797			(1,802	)	4,995
Foreign currency translation reserve		-			(1,647	)	(1,647	)
Retained earnings and profit and loss		(239,816	)		(2,411	)	(242,227	)
Non-controlling interests		4,343			768		5,111
Total equity		20,505			(3,768	)	16,737

F-24

Impact\non consolidated statement of cash flows for the year ended 31 December 2025

The\nrestatement has no effect on net cash flows from investing or financing activities or on cash and cash equivalents. Within cash flows\nfrom operating activities, the increase of €4,028k in the loss for the year is offset by adjustments for impairment losses of €1,060k,\nfinance costs / income of €3,126k and income tax of €18k, less depreciation and amortisation of €171k and the movement\nin inventories of €4k. In addition, the adjustment for depreciation and amortisation as previously reported did not include the\namortisation of the intangible assets recognised on the acquisition of QIND of €2,436k, which was offset within the adjustment for\nimpairment losses on assets. This has been corrected, and the reconciling items within operating activities have been aligned to the\nrestated consolidated statement of profit or loss: depreciation and amortisation is €2,425k; finance costs are the net finance costs\nof €908k, with interest paid of €172k presented separately; and impairment losses on assets are €1,062k, excluding a write-off\nof US$3.5 million recognised by QIND in its standalone financial statements that is reversed on consolidation, with the corresponding\nadjustment within the movement in payables and accruals. An exchange difference of €13k previously included within depreciation\nand amortisation is presented within the effect of movements in exchange rates on cash held. Net cash used in operating activities is\n€8,226k (as previously reported: €8,239k).

Notes\n3, 4, 6, 8, 9, 11, 13, 15, 16, 26, 27 and 28 have been restated accordingly.

(B)\nRestatement of comparative information for the year ended 31 December 2024

During\nthe preparation of the consolidated financial statements for the year ended 31 December 2025, the comparative information for the year\nended 31 December 2024 has been restated. The restatement reflects two distinct items, each of which is disclosed separately below:

(a)\nFinalisation of the QIND purchase price allocation - measurement period adjustments (IFRS 3)

The\nGroup acquired a controlling interest in Quality Industrial Corp. (“QIND”) on 26 November 2024. Provisional amounts were\nrecognised at the acquisition date, as permitted by IFRS 3. During the 12-month measurement period following the acquisition, the Group,\nwith the assistance of an independent valuation specialist, finalised the purchase price allocation. The finalisation resulted in the\nrecognition of acquired intangible assets (customer relationships of €19.4M and trade names of €4.5M), a corresponding deferred\ntax liability of €2.2M, and a consequential reduction in goodwill of €12.4M. These adjustments have been applied retrospectively\nto the acquisition date and accordingly reflected in the restated comparative information at 31 December 2024. These adjustments do not\nconstitute the correction of prior period errors under IAS 8.

(b)\nCorrection of prior period error (IAS 8)

In\naddition to the measurement period adjustments described above, the preparation of the current year’s consolidated financial statements\nidentified the following errors relating to the year ended 31 December 2024 which have been corrected retrospectively in accordance with\nIAS 8.42:

(i)

Fair\n value remeasurement of derivative financial liabilities - following further review of the\n valuation of certain convertible notes, associated warrants and related derivative features\n (including the Jefferson/QIND convertible instruments reclassified on consolidation), a correction\n was required to the fair value remeasurement of these instruments at 31 December 2024. The\n correction resulted in an increase in the derivative financial liability balance of €234k,\n a corresponding charge to derivative financial instrument movements within profit or loss\n of €165k, a reclassification of €64k from loans and borrowings, and an adjustment\n of €5k to the convertible note reserve.

(ii)

Gain\n on deconsolidation of Hanoi Asset Management - following further review of the net liabilities\n derecognised on the deconsolidation of Hanoi Asset Management in December 2024, together\n with related consolidation adjustments and intercompany write-offs, it was identified that\n the gain on deconsolidation recognised in the 2024 financial statements was overstated by\n approximately €873k. The previously reported gain of €2,719k has been restated\n to €1,846k.

(iii)

Other\n balance corrections - the Group identified a number of immaterial expense accruals, balance\n adjustments and reclassifications relating to the year ended 31 December 2024 that were not\n reflected in the financial statements as originally issued. In aggregate, these corrections\n totalled approximately €260k and have been reflected in the restated comparative information.

The\nrestatement has no impact on the opening statement of financial position as at 1 January 2024, as the underlying matters arose during\nthe year ended 31 December 2024.

Impact\non consolidated statement of profit or loss for the year ended 31 December 2024

€’000	As \n previously\n reported			Adjustment		Restated
Revenue		1,605			-		1,605
Cost of sales		(1,168	)		-		(1,168	)
Gross profit		437			-		437
Other income / (expenses)		881			-		881
Administration expenses		(15,873	)		(587	)	(16,460	)
Share-based payments expense		(2,189	)		-		(2,189	)
Operating expenses		(17,181	)		(586	)	(17,767	)
Operating loss before interest		(16,744	)		(586	)	(17,330	)
Finance income / (costs)		223			70		293
Interest payable and similar expense		(531	)		6		(525	)
Derivative financial instruments movements		627			(165	)	462
Net finance income / (costs)		319			(89	)	230
Profit / (loss) on deconsolidation due to\n insolvency		2,719			(873	)	1,846
Loss before tax		(13,706	)		(1,548	)	(15,254	)
Income tax expense		(25	)		-		(25	)
Net loss for the year		(13,731	)		(1,548	)	(15,279	)

F-25

Impact\non consolidated statement of financial position as at 31 December 2024

€’000	As previously reported		Adjustment		Restated
Property,\n plant and equipment		307		-		307
Goodwill		18,990		(12,388	)	6,602
Customer relationships		-		19,429		19,429
Trade names		-		4,529		4,529
Related party receivables		1,827		(1,827	)	-
Total non-current assets		21,124		9,743		30,867
Inventory		1,130		61		1,191
Other current assets		1,846		(1,846	)	-
Total current assets		7,002		(1,791	)	5,211
Total assets		28,126		7,952		36,078
Other payables – long-term		4,260		2,198		6,458
Total non-current liabilities		4,415		2,198		6,614
Trade and other payables		9,133		1,047		10,180
Total current liabilities		13,011		1,217		14,228
Total liabilities		17,426		3,415		20,841
Net assets		10,699		4,537		15,236

Impact\non equity as at 31 December 2024

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

€’000	As previously reported			Adjustment		Restated
Convertible note reserve		29			(5	)	24
Retained earnings and profit and loss		(236,436	)		(1,549	)	(237,985	)
Non-controlling interests		(2,091	)		6,090		3,999
Total equity		10,699			4,537		15,236

No\nrestatement was required to the opening statement of financial position as at 1 January 2024.

6.	Segment\n Reporting

The\nGroup determines its operating segments based on the information that is regularly reviewed by the Board of Directors, in its capacity\nas chief operating decision maker (“CODM”), for the purpose of allocating resources and assessing performance.

F-26

Following\nthe acquisition of Quality Industrial Corp. (“QIND”) and its operating subsidiary Al Shola Al Modea Gas Distribution LLC\nin November 2024, the Group’s operating activities comprise the distribution and engineering of liquefied petroleum gas (“LPG”)\nin the United Arab Emirates, together with a portfolio of other activities including the development of green hydrogen technology through\nBright Hydrogen Solutions S.L. (Spain) and BIOSTEAM Proprietary Limited (South Africa), and the activities of the parent company Fusion\nFuel Green plc.

The\nGroup has identified one reportable operating segment under IFRS 8, being its LPG Distribution & Engineering business, which represented\n99.97% of the Group’s external revenue in 2025 (2024 restated: 100.0% of post-acquisition revenue). The Group’s other activities\ndo not individually or in aggregate meet the quantitative thresholds for separate reportable segment disclosure under IFRS 8.13, and\nare presented in aggregate under “All other activities” for information purposes.

Prior\nto the acquisition of QIND in November 2024, the Group operated as a single segment focused on green hydrogen technology. The comparative\ninformation for the year ended 31 December 2024 has been re-presented on the current segmental basis.

Schedule of segments reporting

Segment results	LPG Distribution & Engineering			All other activities		Total
For the year ended 31 December 2025 (restated)		€’000			€’000		€’000
Revenue from external customers		14,410			5		14,415
Cost of sales		(10,179	)		(56	)	(10,235	)
Gross profit / (loss)		4,232			(51	)	4,180
Other income		284			1,074		1,358
Administration expenses		(4,636	)		(7,060	)	(11,696	)
Share-based payments expense		-			(1,562	)	(1,562	)
Impairment expense		(2	)		(1,060	)	(1,062	)
Operating profit / (loss)		(122	)		(8,660	)	(8,782	)
Net finance income / (costs)		(708	)		3,193		2,485
Profit on deconsolidation of subsidiary		-			1,225		1,225
Profit / (loss) before tax		(829	)		(4,242	)	(5,072	)
Income tax (expense) / credit		(146	)		238		92
Profit / (loss) for the year		(975	)		(4,004	)	(4,980	)

For the year ended 31 December 2024 (restated)		€’000			€’000		€’000
Revenue from external customers		1,605			-		1,605
Cost of sales		(1,168	)		-		(1,168	)
Gross profit / (loss)		437			-		437
Other income		-			881		881
Administration expenses		(205	)		(16,255	)	(16,460	)
Share-based payments expense		-			(2,189	)	(2,189	)
Impairment expense		-			-		-
Operating profit / (loss)		232			(17,562	)	(17,330	)
Net finance income / (costs)		(42	)		272		230
Profit on deconsolidation of subsidiary		-			1,846		1,846
Profit / (loss) before tax		190			(15,444	)	(15,254	)
Income tax (expense) / credit		(25	)		-		(25	)
Profit / (loss) for the year		165			(15,444	)	(15,279	)

F-27

The\n“All other activities” column for 2024 restated includes the results of the Group’s legacy Portuguese hydrogen operations\n(Fusion Fuel Portugal and related entities) which were fully deconsolidated during 2024 following their insolvency, together with the\nresults of Hanoi Asset Management S.L. (deconsolidated in December 2025), Fusion Fuel USA Inc., Fusion Fuel Australia Pty Ltd., the parent\ncompany Fusion Fuel Green plc, and consolidation adjustments.

Schedule of segment assets and liabilities explanatory

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Segment assets and liabilities	LPG Distribution & Engineering			All other activities		Total
For the year ended 31 December 2025 (restated)		€’000			€’000		€’000
Segment assets		13,752			18,318		32,070
Segment liabilities		(15,595	)		263		(15,333	)
Segment net assets / (liabilities)		(1,844	)		18,581		16,737

For the year ended 31 December 2024
Segment assets		13,038			23,040		36,078
Segment liabilities		(14,868	)		(5,973	)	(20,842	)
Segment net assets / (liabilities)		(1,830	)		17,067		15,236

Segment\nassets for the LPG Distribution & Engineering segment comprise the assets of QIND and its operating subsidiary Al Shola Gas. The\n“All other activities” column includes non-current intangible assets and goodwill recognised on consolidation in respect\nof the QIND business combination (customer relationships, trade names and goodwill — refer to Note 15), which relate economically\nto the LPG Distribution & Engineering CGU but are reflected at the consolidated Group level.

Geographical\ninformation

The\nGroup’s revenue from external customers, based on the country in which the customer is located, and its non-current assets by country\nin which the assets are located, are analysed as follows:

Schedule of revenue from external customers by geographical information

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Revenue 2025		Revenue 2024 (restated)		Non-current assets 2025 (restated)	Non-current assets 2024 (restated)
	€’000		€’000		€’000	€’000
United Arab Emirates		14,410		1,605		25,151	30,793
Spain		5		-		79	-
Ireland		-		-		46	75
South Africa		-		-		367	-
Total		14,415		1,605		25,643	30,867

Non-current\nassets attributed to the United Arab Emirates include customer relationships and trade names recognised on the acquisition of QIND (€19.3\nmillion at 31 December 2025; €24.0 million at 31 December 2024 restated) and goodwill of €4.9 million (2024 restated: €6.6\nmillion), which are attributed to the UAE LPG Distribution & Engineering cash-generating unit to which they relate. The 2025 amounts are restated and stated after the goodwill impairment of €1.1 million (refer to Notes 5 and\n16).

Major\ncustomers

No\nsingle external customer contributed 10% or more of the Group’s revenue in either the year ended 31 December 2025 or the year ended\n31 December 2024.

F-28

7.	Revenue

The\nGroup disaggregates revenue from contracts with customers by type of service, by timing of revenue recognition, and by geographical market.\nManagement considers these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected\nby economic factors.

Schedule of revenue

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

By type of service	2025		2024		2023
	€’000		€’000		€’000
Engineering, installation and annual maintenance contracts		4,135		578		-
Bulk LPG deliveries		4,550		436		-
LPG cylinder sales		3,555		377		-
Metered LPG utility services		2,170		214		-
Hydrogen engineering and advisory services		5		-		4,144
Total Revenue		14,415		1,605		4,144

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

By timing of revenue recognition	2025		2024		2023
	€’000		€’000		€’000
Revenue recognised over time		4,135		578		-
Revenue recognised at a point in time		10,280		1,027		4,144
Total Revenue		14,415		1,605		4,144

Engineering\nand installation contracts for centralised gas systems and annual maintenance contracts are recognised over time as the customer simultaneously\nreceives and consumes the benefits of the Group’s performance. Bulk LPG deliveries, cylinder sales and metered utility supply are\nrecognised at the point in time at which control transfers to the customer, being delivery or metered consumption.

Schedule of revenue by geographical market

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

By geographical market	2025		2024		2023
	€’000		€’000		€’000
United Arab Emirates		14,410		1,605		-
Spain		5		-		-
Portugal		-		-		4,144
Total Revenue		14,415		1,605		4,144

Revenue\nis attributed to geographical market based on the location of the customer. Revenue in the United Arab Emirates is generated through\nAl Shola Gas, which provides engineering, installation, bulk LPG, cylinder LPG, metered utility and annual maintenance services. Revenue\nin Spain was generated through BrightHydrogen Solutions’ engineering and advisory activities which commenced during 2025. Revenue\nattributed to Portugal in 2023 of €4.1 million related to the Group’s legacy hydrogen technology operations, which ceased\nduring 2024 as part of the Group’s strategic repositioning. No revenue was generated from these activities in 2024.

No\nsingle external customer accounted for 10% or more of Group revenue in 2025, 2024 or 2023.

8.	Cost\n of sales

Cost\nof sales for the year ended 31 December 2025 reflects expenses directly attributable to revenue-generating activities from Al Shola.\nThese costs primarily include materials, subcontractor services, and logistics incurred as part of LPG system supply and installation.

Cost\nof sales also includes the recognition of the fair value step-up on inventory arising from the QIND purchase price allocation, which\nwas expensed as the underlying inventory was sold during the period. The 2025 charge has been restated to translate it at the average exchange rate for the year (refer to Note 5).

F-29

Previously,\ncost of sales related entirely to Fusion Fuel Portugal. As such, no cost of sales from this former subsidiary remains in the Group’s\nfinancial statements for the current period and figures recorded between 2024 and prior years are not considered comparable.

Schedule of cost of sales

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024		2023
	€’000		€’000		€’000
LPG-related services (QIND / Al Shola Gas)		10,179		1,168		-
Hydrogen technology (deconsolidated entity)		-		-		20,088
Inventory step down from PPA of QIND		56		-		-
Total		10,235		1,168		20,088

9.	Administration\n expenses

Administration\nexpenses for the year ended 31 December 2025 primarily reflect corporate overheads of the Group together with operating costs incurred\nby QIND (including Al Shola Gas) for the full year. These expenses include wages and salaries, depreciation and amortisation, professional\nfees, and other general administrative costs. Depreciation and amortisation for 2025 has been restated (refer to Note 5).

In\nthe prior year, administration expenses included costs incurred by the Group’s legacy hydrogen entities up to the date of deconsolidation,\nas well as certain reclassifications from cost of sales and inventory impairment charges relating to those operations. As a result, the\n2024 and prior year figures are not directly comparable.

Schedule of administration expenses

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024		2023
	€’000		€’000		€’000
Wages and salaries		4,124		6,752		7,649
Depreciation and amortization		2,425		2,631		1,547
Professional fees		2,033		1,076		1,605
Consulting fees		-		638		1,816
Other expenses		3,114		2,003		3,218
Reclassification of cost of sales		-		1,153		-
Impairment of inventory		-		2,206		-
Total		11,696		16,460		15,835

10.

Share-based\n payments

2021\nEquity Incentive Plan

On\nAugust 5, 2021, the Company’s Board of Directors adopted and approved the 2021 Equity Incentive Plan (the 2021 Plan), which authorized\nthe Company to grant up to 1,000,000 Class A ordinary shares in the form of incentive share options, non-qualified share options, share\nappreciation rights, restricted awards, performance share awards, cash awards and other share awards. The types of share-based awards,\nincluding the rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors.

Restricted\nShare Units (RSUs)

The\nCompany granted no RSU’s to employees and directors during the year ended December 31, 2025 (2024: 858). The table below shows\nthe number of RSUs granted covering an equal number of the Company’s Class A ordinary shares and the weighted-average grant date\nfair value of the RSUs granted:

Schedule of weighted-average grant date fair value of the RSUs granted

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of RSUs			Weighted average grant date fair value per share
	2025			2024		2025		2024
As at 1 January		271			1,682		$	142.45	$	142.45
Correction of prior year error		-			-			-		-
As at 1 January (corrected)		271			1,682		$	142.45		-
Granted during the year		-			858			-	$	40.60
Vested during the year (1)		(169	)		(2,230	)	$	197.81	$	219.37
Forfeited during the year		-			(39	)		-	$	339.59
As at December 31		102			271		$	142.45	$	142.45

(1)

No\n ordinary shares were issued in connection with the RSUs that vested during the year ended\n December 31, 2025 (2024: 858).

(2)

Shares\n and RSUs are presented in post reverse split values. i.e. the grant date fair value has been\n adjusted for the 1 for 35 split in July 2025

F-30

RSUs\nare issued as incentive compensation to executives, employees, and non-employee directors with service being the only condition associated\nwith the award. Each RSU represents a right to one share of our common stock, upon vesting. The RSUs are not entitled to voting rights\nor dividends, if any, until vested. The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s\nordinary shares on that date. The fair value of RSUs is expensed rateably over the vesting period, which is generally three years for\nemployees. The total expense recognized related to the RSUs was €0.01 million for the year ended December 31, 2025 (2024: €0.12\nmillion). Total unamortized compensation expense related to the RSUs was less than €0.001 million as of December 31, 2025 (2024:\n€0.01 million), which is expected to be recognized over a remaining average vesting period of 0.8 years as of December 31, 2025\n(2024: 0.4 years).

Share\noptions

The\nCompany granted 879,240 options to employees and directors during the year ended December 31, 2025 (2024: 474,684), as part of their\nannual compensation. Such options vest quarterly with service. During the year, no options that had been granted to one of the directors\nwere forfeited (2024: 21,577). By year end, 312,573 options had vested (2024: 653,107).

The\nfair value of the options granted during the year ended December 31, 2025 were estimated using the Black-Scholes option-pricing model.\nThe inputs for the Black-Scholes model require management’s significant assumptions. The risk-free interest rate was based on a\nnormalized estimate of the 7-year U.S. treasury yield. The Company does not have sufficient company-specific historical and implied volatility\ninformation and it therefore estimates its expected share volatility based on historical volatility information of reasonably comparable\nguideline public companies and itself. The Company expects to continue to do so until such time as it has adequate historical data regarding\nthe volatility of its own traded share price. Expected dividend yield is based on the fact that the Company has never paid cash dividends\nand its future ability to pay cash dividends on its shares may be limited by the terms of any future debt or preferred securities.

The\nrange of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows:

Schedule of grant date fair value of director options granted

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Tranche 2			Tranche 4			Directors
Volatility		70.91	%			82.38	%		82.38	%
Expected term in years		7				7			7
Dividend rate		0.00	%			0.00	%		0.00	%
Risk-free interest rate		1.58	%			3.41	%		3.41	%
Hurdle price	$	18.00				-			-
Exercise price	$	10.50			$	4.53		$	4.53
Share price	$	9.42			$	4.53		$	4.53
Fair value of option on grant date	$	6.18			$	3.42		$	3.42

The\ntable below shows the number of options granted covering an equal number of the Company’s Class A ordinary shares and the weighted-average\ngrant date fair value of the options granted:

Schedule of weighted-average grant date fair value of the options granted

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of options			Weighted average Grant date \n fair value per share
Options outstanding December 31, 2024		17,145			$	216.30
Granted during the year		879,240			$	3.42
Vested during the year		(312,573	)		$	0.69
Forfeited during the year		-				-
Options outstanding December 31, 2025		583,812			$	9.67

F-31

There\nwere 583,812 unvested employee and director options outstanding as of December 31, 2025 (2024: 17,145). Total expense recognized related\nto the employee and director share options was €1.39 million for the year ended December 31, 2025 (2024: €1.91 million). Total\nunamortized compensation expense related to employee and director share options was €3.07 million as of December 31, 2025 (2024:\n€1.87 million), expected to be recognized over a remaining weighted average vesting period of 2.5 years as of December 31, 2025\n(2024: 2 years).

Incentive\nshares

As\npart of their compensation package, the non-executive directors that were appointed in December 2020 were granted 143 shares for each\nyear of service to the Company.

Schedule of weighted-average grant date fair value of the options granted

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of shares		Weighted average Grant date \n fair value per share
Incentive shares outstanding December 31, 2023		143		$	805
Granted		-			-
Vested		-			-
Forfeited		-			-
Incentive shares outstanding December 31, 2024		143		$	805
Granted		-			-
Vested		-			-
Forfeited		-			-
Incentive shares outstanding December 31, 2025		143		$	805

The\nabove shares vest at the discretion of the board of directors. In exchange for the share options that were granted above, the holders\nof the incentive shares agreed to forfeit their rights to incentive shares relating to years two and three of their tenure as a non-executive\ndirector. The total expense for these shares recognised in the year ended December 31, 2025 and 2024 was €nil and €0.003 million,\nrespectively.

As\nof December 31, 2025, there was no unrecognised share-based payment expense related to the incentive shares. The shares have been recorded\nat their fair value at December 31, 2025.

Other\nshare-based payment expenses

Service\nrelated warrants

During\nthe year, the Group issued equity-settled warrants to third-party service providers as consideration for professional and advisory services\nrendered. The warrants grant the holders the right to subscribe for a fixed number of the Company’s ordinary shares at a fixed\nexercise price. They are classified as equity instruments and recognised within the share-based payment reserve under equity.

The\nfair value of the services received has been recognised as an expense in profit or loss, with a corresponding credit to equity. The fair\nvalue of the warrants granted was determined using a Black Scholes Model with observable market inputs at the respective grant dates.\nThese instruments are not subsequently remeasured. The warrants remain in equity unless exercised or otherwise cancelled.

Reconciliation\nto statement of profit and loss

Schedule of reconciliation to statement of profit or loss

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024		2023
	€’000			€’000		€’000
RSUs		8			124		464
Incentive shares		(3	)		3		5
Options		1,387			1,928		1,956
Forfeiture of options		-			(17	)	(1,032	)
Service warrants		170			151		-
Share-based payment expense/ (credit)		1,562			2,189		1,393

F-32

11.

Finance\n costs/ income

Schedule of finance costs and income

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024		2023
	€’000			€’000		€’000

Interest payable and similar expense		(24	)		(525	)	58
Other finance income/(costs)		-			(24	)	(544	)
Fair value loss on short-term investments		-			-		-
Exchange Rate variances		(883	)		316		51
Derivative financial instruments movements		3,392			462		6886
Finance income		2,485			230		6,451

Exchange rate\nvariances for 2025 comprise exchange differences on monetary items. Exchange differences arising on the translation of foreign operations,\npreviously included in this line (a gain of €3,126k), are recognised in other comprehensive income (restated – refer to Note\n5).

12.

Profit\n / (loss) on deconsolidation due to insolvency

During\nthe year ended 31 December 2025, the Group lost control of its subsidiary, Hanoi Asset Management, following the commencement of formal\ninsolvency proceedings. As a result, the entity was deconsolidated from the Group’s consolidated financial statements.

Control\nwas deemed to have been lost on the date the court-appointed insolvency administrator assumed authority over the financial and operational\ndecisions of Hanoi Asset Management (4 December 2025). From that date, the Group no longer had power over the relevant activities of\nthe entity or rights to its variable returns.

Hanoi\nAsset Management is a Spanish-incorporated entity whose functional currency is the Euro. Accordingly, no foreign currency translation\ndifferences arose during the period of consolidation and no amounts were reclassified from equity to profit or loss on deconsolidation.

The\nGroup derecognised:

●

all\n assets and liabilities of Hanoi Asset Management;

●

any\n cumulative translation differences relating to the subsidiary; and

●

the\n net investment in the entity.

As\na consequence of the insolvency, the Group will receive no proceeds in respect of its investment in Hanoi Asset Management, nor will\nit be liable for any remaining obligations of the entity. Therefore, on deconsolidation, the carrying value of the respective assets\nand liabilities of Hanoi Asset Management were removed from the Group’s books at cost. At the date of deconsolidation, the net\nliabilities of Hanoi Asset Management exceeded its assets by approximately €1.23 million. As a result, a profit on deconsolidation\nof €1.23 million was recognised in the consolidated statement of profit or loss under “Profit / (loss) on deconsolidation\nof subsidiary”.

No\nconsideration was received, and no retained interest in the subsidiary was held by the Group.

Schedule of profit on deconsolidation

\n \n \n \n \n \n \n \n \n \n \n \n \n

	€’000
Total assets		-
Total liabilities		1,225
Profit on deconsolidation		1,225

F-33

13.

Taxation

The\nGroup recorded a loss before income tax of €5.1\nmillion for the year ended 31 December 2025 (restated) (2024: €15.3\nmillion; 2023: €30.9\nmillion). The reduction in losses compared to the prior year reflects the absence of significant non-cash charges recognised in\n2024, including fair value movements on derivative financial instruments, together with the contribution of a full year of trading\nfrom QIND and its subsidiary Al Shola Gas. The restated loss before tax includes fair value gains on derivative financial instruments of €3.4 million,\nwhich are not taxable, and an impairment of goodwill of €1.1 million, which is not deductible.

For\nthe year ended 31 December 2025, the Group recognised an income tax credit of €0.1 million (2024: €0.03 million charge). The\ncredit reflects the release of the deferred tax liability\nrecognised on the QIND purchase price allocation intangibles as they are amortised, less the current tax expense on the taxable profits of Al Shola Gas.

During\n2025, the Group’s operations were subject to a range of statutory tax rates, including 12.5% in Ireland on trading income, 25%\nin Spain, and 9% in the United Arab Emirates, where Al Shola Gas operates.

Schedule of reconciliation between taxes on income / losses

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024		2023
	€’000			€’000		€’000
Profit/ (loss) before tax		(5,072	)		(15,254	)	(30,857	)
Tax using Company’s domestic tax rate at 12.5%		634			1,907		3,857
Tax effect of:
Non-deductible expenses / non-taxable income		211			(764	)	(967	)
Current-year losses for which no deferred tax asset is recognized		(508	)		(805	)	(4,647	)
Impacts of different foreign tax rates		(64	)		156		1,916
Tax expense of acquired subsidiary (QIND)*		(146	)		(25	)	-
Release of deferred tax liabilities (QIND PPA)*		238			-		-
Impairment of goodwill - not deductible		(132	)		-		-
Consolidation adjustments and deconsolidated entities not subject to Group tax		(141	)		-		-
Total tax		92			470		159

\n\n

The\n income tax credit for the year ended 31 December 2025 of €0.1\n million comprises the release of the deferred tax liability recognised on the QIND purchase price allocation intangibles (€0.24 million), less the current tax expense of Al Shola Gas (€0.15 million). No tax arises\nin Ireland or Spain, as current-year losses are not recognised as deferred tax assets. The income tax charge for the year ended 31 December\n2024 of €25k comprises the tax expense of QIND.

Deferred\ntax liability

The\ndeferred tax liability recognised on the Group’s balance sheet relates entirely to the fair value uplift of identifiable\nintangible assets acquired in the QIND business combination (see Note 15). The deferred tax liability is being released to profit or\nloss over the useful lives of the underlying intangibles as they are amortised. The deferred tax liability is denominated in US\ndollars and is translated at the closing rate, with exchange differences recognised in other comprehensive income (restated –\nrefer to Note 5). The movement during the year was as follows:

Schedule of deferred tax liability

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024
	€’000			€’000
Opening balance		(2,198	)		-
Recognised on acquisition of QIND		-			(2,198	)
Released to profit or loss		238			-
Exchange differences		219			-
Closing balance		(1,741	)		(2,198	)

F-34

Unrecognised\ndeferred tax assets

The\nGroup has not recognised deferred tax assets in respect of the following items, on the basis that it is not considered probable that\nsufficient future taxable profits will be available in the relevant jurisdictions against which the unused tax losses and deductible\ntemporary differences could be utilised:

Schedule of unrecognised deferred tax assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
Unused tax losses		2,423		2,935
Deductible temporary differences - share-based payments		195		393
Total unrecognised deferred tax assets		2,618		3,328

The\nsignificant reduction between years reflects the deconsolidation of Group entities during 2025, particularly Hanoi Asset Management,\nfollowing which the accumulated tax losses and deductible temporary differences of these entities are no longer available to the\nGroup. The 2024 comparatives have been re-presented on the same basis as 2025, being cumulative unused tax losses and deductible\ntemporary differences at the applicable tax rates (previously presented: unused tax losses €805k, being 2024 losses only, and share-based\npayments €3,124k).

Unused\ntax losses by jurisdiction

The\ngross unused tax losses available to the Group’s continuing operations at 31 December 2025, by jurisdiction, are set out below:

●

Ireland\n (FFG): €18.7 million of unused trading losses, which may be carried forward indefinitely\n and offset against future Irish trading income at the prevailing corporate tax rate of 12.5%.

●

Spain\n (BrightHy): €0.3 million of unused tax losses, which may be carried forward indefinitely\n subject to an annual utilisation cap of 70% of taxable income exceeding €1 million.\n The applicable Spanish corporate tax rate is 25%.

●

United\n States (QIND): €0.8 million of unused tax losses. QIND is incorporated in Nevada, USA, and is not subject to UAE corporate income tax; no deferred tax asset has\nbeen recognised in respect of these losses. Al Shola Gas is subject to UAE corporate income tax at a rate of 9%\n on taxable profits exceeding AED 375,000, in accordance with the UAE corporate tax regime\n which commenced in 2023, and has no unused tax losses.

●

South\n Africa (Biosteam): €0.001 million of unused tax losses, which may be carried forward\n for up to 5 years under South African tax legislation at the prevailing corporate tax rate\n of 27%.

Assessment\nof recoverability

In\naccordance with IAS 12, the Group has not recognised deferred tax assets in respect of unused tax losses or deductible temporary differences\nwhere the availability of future taxable profits to support recovery is considered uncertain. Management reassesses this position at\neach reporting date and will recognise previously unrecognised deferred tax assets to the extent that it becomes probable that future\ntaxable profits will be available against which they can be utilised.

In\nmaking this assessment, management has had regard to the material uncertainty related to going concern disclosed in Note 2, together\nwith the Group’s forecast financial performance, the continuing trading of QIND and its subsidiary Al Shola Gas, and the outcome\nof ongoing operational and financing initiatives. The recoverability position will be reassessed at each subsequent reporting date and\nany changes in conclusion will be reflected in the period in which they arise.

F-35

14.

Property,\n plant and equipment

Schedule of property, plant and equipment

	Assets under \n construction		Plant & \n Machinery		Office and \n other \n equipment	Right of \n use assets		Total
2025	€’000		€’000		€’000	€’000		€’000
At January 1, 2025		0		1,250		8			468		1,726
Addition/Revaluation		412		254		20			365		1,051
Disposal		-		-		(3	)		(213	)	(216	)
At December 31, 2025		412		1,504		26			620		2,561

Depreciation
At January 1, 2025		-		(1,209	)	(3	)		(207	)	(1,419	)
Charge for period		-		(31	)	(2	)		(127	)	(160	)
Disposal/Revaluation		-		94		1			156		251
At December 31, 2025		-		(1,146	)	(4	)		(178	)	(1,328	)

Net book values
At January 1, 2025		-		41		5			261		307
At December 31, 2025		412		358		22			442		1,233

	Assets under \n construction			Plant and \n machinery		Office and \n other \n equipment	Right of \n use assets		Total
2024	€’000			€’000		€’000	€’000		€’000
Cost
At January 1, 2024		14,726			5,846		422			11,984		32,978
Revaluation		-								455		455
Additions during the year		-			1,260		6			284		1,550
Disposal		-			-		-			(28	)	(28	)
Transfer to inventory		-			-		-			-		-
Derecognition on deconsolidation		(14,726	)		(5,856	)	(420	)		(12,227	)	(33,229	)
At December 31, 2024		-			1,250		8			468		1,726

Depreciation
At January 1, 2024		(3,317	)		(2,985	)	(185	)		(1,715	)	(8,202	)
Depreciation at Beginning		(3,317	)		(2,985	)	(185	)		(1,715	)	(8,202	)
Charge for year		-			(1,887	)	(96	)		(919	)	(2,902	)
Impairment charge		-			-		-			-		-
Derecognition on deconsolidation		3,317			3,663		278			2,427		9,685
At December 31, 2024		-			(1,209	)	(3	)		(207	)	(1,419	)
Depreciation at Ending		-			(1,209	)	(3	)		(207	)	(1,419	)

Net book values
At January 1, 2024		11,409			2,861		237			10,269		24,776
Net book values, Beginning		11,409			2,861		237			10,269		24,776
At December 31, 2024		-			41		5			261		307
Net book values, Ending		-			41		5			261		307

15.

Intangible\n assets

Schedule of intangible assets

	Customer relationships			Trade names		Completed development technology	Product development in progress	Intellectual property and patents registration		Software		Total
2025 (restated)	€’000			€’000		€’000	€’000	€’000		€’000		€’000
Cost
January 1, 2025		19,758			4,606		-		-		-		-	24,364
Additions		-			-		-		-		-		-	-
Exchange differences		(2,044	)		(476	)	-		-		-		-	(2,520	)
Reclassification
Disposal
Deconsolidation of entities
Amortisation charge
December 31, 2025		17,714			4,130		-		-		-		-	21,844

Amortisation
January 1, 2025		(329	)		(77	)	-		-		-		-	(406	)
Amortisation charge		(1,837	)		(428	)	-		-		-		-	(2,265	)
Exchange differences		100			23		-		-		-		-	123
December 31, 2025		(2,066	)		(482	)	-		-		-		-	(2,548	)

Net book value
At December 31, 2025		15,648			3,648		-		-		-		-	19,296

F-36

	Customer relationships			Trade names		Completed development technology	Product development in progress		Intellectual property and patents registration			Software		Total
2024	€’000			€’000		€’000	€’000		€’000			€’000		€’000
Cost
January 1, 2024		-			-		2,996			1,346			1,911		190		6,443
Additions		19,758			4,606					142			-		37		24,543
Reclassification							686			(686	)		-		-		(0	)
Disposal							-			-			-		(42	)	(42	)
Deconsolidation of entities							(3,682	)		(803	)		(1,911	)	(185	)	(6,580	)
December 31, 2024		19,758			4,606		-			-			-		-		24,364
																	-
Amortisation																	-
January 1, 2024		-			-		(1,320	)		-			(4	)	(43	)	(1,367	)
Intangible\n assets, beginning balance		-			-		(1,320	)		-			(4	)	(43	)	(1,367	)
Amortisation charge		(329	)		(77	)	(959	)		-			(1	)	(18	)	(1,383	)
Deconsolidation of entities							2,279			-			5		61		2,344
December 31, 2024		(329	)		(77	)	-			-			-		-		(406	)
Intangible\n assets, ending balance		(329	)		(77	)	-			-			-		-		(406	)

Net book value
At December 31, 2024		19,429			4,529		-			-			-		-		23,958
Net book value		19,429			4,529		-			-			-		-		23,958

Customer\nrelationships and trade names were identified and recognised as part of the purchase price allocation in respect of the acquisition of\nQIND. They are denominated in US dollars and are translated at the closing rate, with amortisation translated at the average\nrate for the year (restated – refer to Note 5).

In\n2024, all intangible assets relating to the Group’s legacy hydrogen entities were derecognised following their deconsolidation\ndue to insolvency.

16.

Goodwill

Goodwill\nprimarily represents expected synergies, future economic benefits, and assembled workforce that do not meet the criteria for separate\nrecognition under IFRS 3.

Goodwill\nis not amortised and is tested for impairment at least annually, or more frequently if indicators of impairment exist. Goodwill is allocated to the LPG Distribution & Engineering cash-generating unit (“CGU”), comprising\nQIND and its operating subsidiary Al Shola Gas.

The recoverable\namount of the CGU at 31 December 2025 was determined on the basis of fair value less costs of disposal, by reference to an independent\nvaluation of the CGU of US$27.3 million, less costs of disposal of 1%, translated at the closing rate. The fair value measurement is\nclassified within Level 3 of the fair value hierarchy.

As the Group measures\nnon-controlling interests at their proportionate share of net identifiable assets, the carrying amount of goodwill was notionally grossed\nup to include the goodwill attributable to non-controlling interests (IAS 36, Appendix C). The carrying amount of the CGU, including\nnotional goodwill, exceeded its recoverable amount of €23.0 million by €1.6 million. The Group’s share of this impairment,\n€1,060k, has been recognised in profit or loss within impairment expense and allocated in full to goodwill; no impairment was allocated\nto customer relationships or trade names. Following the impairment, the carrying amount of the CGU equals its recoverable amount, and\nany adverse change in the key assumptions would result in a further impairment. No impairment was recognised in the financial statements\nas previously issued (restated – refer to Note 5). The impairment expense of €1,062k in the consolidated statement of profit\nor loss comprises this impairment of goodwill of €1,060k and an impairment of €2k recognised by QIND on other assets.

Non-controlling\ninterests in the QIND acquisition are measured at the NCI’s proportionate share of the acquiree’s identifiable net assets\n(the partial goodwill method).

Schedule of acquiree’s identifiable net assets\nthe partial goodwill method

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	€’000
Total purchase consideration		14,626
Less: Fair value of net identifiable assets		(11,970	)
of which attributable to the parent (67.04%)		(8,025	)
of which attributable to NCI (32.96%)		(3,945	)
Goodwill recognised (parent’s share only)		6,602

F-37

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Fair value of identifiable net assets
	€’000
QIND net assets at acquisition (excluding pre-existing goodwill)		(10,256	)
Customer relationships		19,758
Trade names		4,606
Inventory step-up		61
Deferred tax liability on fair value uplifts		(2,198	)
Fair value of identifiable net assets (100%)		11,970

The\nparent’s effective economic interest of 67.04%\n(and corresponding NCI of 32.96%)\nis based on the Group’s holding of 98.3 million of QIND’s 146.6 million shares on an as-converted basis at the\nacquisition date, and differs from the direct legal (voting) interest of 69.36%\n/ 30.64%\nin QIND.

Movement in\nthe carrying amount of goodwill

Schedule of carrying amount of goodwill

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024
	€’000			€’000
At 1 January		6,602			-
Recognised on acquisition of QIND		-			6,602
Impairment loss		(1,060	)		-
Exchange differences		(683	)		-
At 31 December		4,859			6,602

17.

Prepayments\n and other receivables

Schedule of prepayments and other receivables

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
Prepayments		27		45
Trade receivables*		4,774		2,953
VAT recoverable		17		13
Other receivables		229		48
Prepayments and other receivables		5,047		3,059

\n\n

Trade receivables\nbalance includes customer receivable amounts for QIND/Al Shola. Amounts are recorded at the invoice amount less an allowance for credit\nlosses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions, and\na review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable\nbalances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate\nthe amount of accounts receivable that may not be collected in the future and before recording the appropriate provision.

18.

Inventory

During\nthe year, certain LPG cylinders held by QIND and previously classified within inventory were reclassified to property, plant and equipment\nfollowing a reassessment of their nature and use within the business. These assets are held for ongoing operational use over multiple\nreporting periods rather than for sale in the ordinary course of business.

This\nreclassification was identified as part of the purchase price allocation and 2025 audit procedures.

Schedule of inventory

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
LPG distribution materials and consumables (QIND / Al Shola)		171		1,191
Inventory		171		1,191

19.

Deposits,\n advances and prepayments

Deposits\nand advances primarily represent payments made by QIND (Al Shola Gas) to suppliers and subcontractors in the ordinary course of its LPG\ndistribution operations, including deposits on cylinders, equipment and related infrastructure. These balances are expected to be utilised\nwithin the normal operating cycle or recovered in accordance with contractual terms.

Prepayments\ncomprise amounts paid in advance for goods and services to be consumed in future periods.

Schedule of deposits, advances, and prepayments

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
Deposits and advances		341		509
Other prepayments		179		239
Deposits, advances, and\n prepayments		520		748

F-38

20.

Cash\n and cash equivalents

Schedule of cash and cash equivalents

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
Cash and cash equivalents		575		214
Total cash\n and cash equivalents		575		214

Non-cash\ninvesting and financing transactions

In\naccordance with IAS 7.43, the following material non-cash investing and financing transactions arose during the year and are not reflected\nin the consolidated statement of cash flows. The corresponding equity movements are set out in the consolidated statement of changes\nin equity:

Schedule\nof non-cash investing and financing transactions

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
Commitment shares		306		-
Macquarie conversions		574		916
Keystone note conversion		1,939		-
Service warrants		172		-
Share issuance at QIND merger		-		14,626
Total non-cash investing and financing transactions		2,991		15,542

During\nthe year ended 31 December 2025, holders of convertible notes elected to convert outstanding principal amounts into ordinary shares at\nthe contractually specified conversion prices. The aggregate non-cash conversions comprised €574k of notes originally issued to\nMacquarie (2024: €916k) and €1,939k of notes originally issued to Keystone Capital and related parties (Seven Knots, First\nFire and Jim Fallon). On conversion, the carrying amounts of the convertible notes and any associated derivative financial liability\ncomponent were derecognised, with the corresponding fair value of ordinary shares issued recognised in share capital and share premium.

During\nthe year, the Group also issued 13,890 ordinary shares with a fair value of €306k as commitment shares in connection with its convertible\nnote facility, and granted private warrants with a fair value of €172k as non-cash consideration for professional services received.\nThese transactions did not give rise to any cash movement.

The\n2024 comparative includes ordinary shares and Series A Preferred Shares issued as non-cash consideration for the acquisition of Quality\nIndustrial Corp. on 26 November 2024, with an aggregate fair value of €14,626k.

A\nnumber of additional movements within equity occurred during the year, including the reclassification of exchange warrants, the repricing\nof July and December 2025 PIPE warrants, and the conversion of QIND preferred stock. These movements represent transfers between components\nof equity rather than non-cash financing transactions and are presented in the consolidated statement of changes in equity.

21.

Leases

In\nthe normal course of its business, the Group leases property and vehicles. The Group’s maintains its lease of its Irish office\nand entered into a lease of its Spanish office (BrightHy). The majority of the lease liability arises from leases held through the Group’s\nsubsidiaries, QIND, and Al Shola. These leases pertain to vehicles.

The\nGroup has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The\nGroup recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Information\nabout leases for which the Group is a lessee is presented below.

F-39

Right-of-use\n assets

Right-of-use\nassets related to leased properties, vehicles and land are presented as property, plant and equipment.

Schedule of right-of-use assets related to leased properties

	Equipment			Properties		Vehicles	Land		Total
	€’000			€’000		€’000	€’000		€’000

January 1, 2024		56			6,827		498			2,888		10,269
Additions right-of-use assets		27			-		193			-		221
Revaluation of ROU assets					455		-			-		455
Disposal of ROU assets		(57	)		(6,593	)	(358	)		(2,802	)	(9,810	)
Depreciation charge for the period		(26	)		(616	)	(146	)		(86	)	(873	)
December 31, 2024		0			74		187			0		261
Balance beginning		0			74		187			0		261

Additions right-of-use assets		-			149		221			-		370
Revaluation of ROU assets		-			-		4			-		4
Disposal of ROU assets		-			(66	)	-			-		(66	)
Depreciation charge for the period		-			(31	)	(95	)		-		(127	)
December 31, 2025		-			126		317			-		442
Balance ending		-			126		317			-		442

ii.

Amounts\n recognized in the Consolidated statement of profit or loss and other comprehensive income.

Schedule of consolidated statement of profit or loss and other comprehensive income

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024		2023
	€’000		€’000		€’000
Interest on lease liabilities		21		445		530
Expenses relating to short-term leases		3		3		161
Depreciation of Right of Use assets		127		874		950

iii.

Amounts\n recognized in statement of cash flows.

Schedule of amounts\n recognized in statement of cash flows

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024		2023
	€’000		€’000		€’000
Total cash outflow for leases		184		752		1,291

iv.

Lease\n liabilities.

Lease\nliabilities are payable as follows:

Schedule\nof lease liabilities payable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Future \n minimum lease \n payments 2025		Interest 2025		Present value of \n minimum lease \n payments 2025
	€’000		€’000		€’000
Less than one year		195		25		159
Between two and five years		302		21		281
More than five years		-		-		-
		497		46		440

F-40

Schedule\nof lease liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024
	€’000			€’000
Balance at 1 January		273			10,785
Payments		(140	)		(768	)
New leases		376			289
Revaluations		-			455
Disposals		(68	)		(10,471	)
Interest expense		21			445
Interest paid		(21	)		(462	)
Balance at 31 December		440			273

Schedule of lease liabilities non-current and current

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n

	2025		2024
	€’000		€’000
Non-current
Lease liability		281		156
Non-current lease liability		281		156

Current
Lease liability		158		117
Current lease liability		158		117
Balance at period end		440		273

The\nGroup discounted its remaining lease payments for the calculation of the lease liability using an incremental borrowing rate ranging\nbetween 3% and 6% at a Fusion Fuel level. Lease liabilities within the Groups subsidiaries QIND and Al Shola were discounted using an\nincremental borrowing rate of 8%.

22.

Other\n Payables - Long term & current

In\nconnection with the ASG Acquisition, QIND acquired bank debt totalling approximately $357,577\n(€315,959).\nAs of December 31, 2025, total long term borrowings outstanding were $62,435\n(€53,200).

QIND\nacquired a 51% interest in Al Shola Gas on March 27, 2024, with the issuance of $9,000,000 note payable and $1,000,000 in cash. The payable\nis due as follows: $9 million in National Exchange listed stock or cash to be paid to Seller of which $1,125,000 (€958,589) is\nthe non-current portion at 31 December 2025 (2024: $4,500,000).

In\nconnection with this acquisition, QIND acquired right-of-use assets of $222,130 and operating lease liabilities of $229,359 associated\nwith lease agreements with a term extending beyond twelve months for vehicles. These acquired operating leases were valued on the date\nof acquisition using the present value of the lease payments remaining from the date acquired and an estimated incremental borrowing\nrate of 8%. During the twelve months ended December 31, 2025, we recognized rent expense of $105,128 (€92,895).

The\nfollowing is a summary of future lease payments required under the lease agreements:

Schedule\nof Future Lease Payments

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

F-41

23.

Trade\n and other payables

Schedule\nof trade and other payables

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	€’000		€’000
Trade payables		1,375		3,701
Amounts owed to related parties		-		5,086
Lease liability – current		158		117
Payroll taxes		258		132
Other payables		7,038		1,143
Trade\n and other payable		8,829		10,180

24.

Derivative\n Financial Instruments

The\nGroup’s derivative financial liabilities consist of financial instruments arising from financing arrangements that include features\nwhich do not meet the “fixed-for-fixed” criterion under IFRS 9. These instruments are therefore classified as financial liabilities\nat fair value through profit or loss (“FVTPL”) and are remeasured at each reporting date, with changes in fair value recognised\nin profit or loss. Refer to Note 26 for the classification of these instruments within the fair value hierarchy and a description of\nthe valuation techniques and inputs used.

During\nthe year ended 31 December 2025, the Group’s derivative financial instruments primarily comprised:

●

embedded\n derivative features within convertible notes and similar financing arrangements, including\n variable conversion pricing, redemption features and other price-linked adjustments;

●

share\n purchase warrants issued in connection with financing transactions and service arrangements, as further described in the summary table below; and

●

derivative\n features identified on consolidation of QIND, where certain instruments previously accounted\n for under US GAAP were reassessed under IFRS and separated from their host debt instruments.

Macquarie\nConvertible Notes and Warrants

As\npart of a financing arrangement, the Group issued convertible promissory notes and share purchase warrants. The features underlying the\nconvertible notes and related warrants were classified as derivative financial liabilities and recognised at fair value on initial recognition.\nThese liabilities are subsequently remeasured at fair value at each reporting date, with movements recognised in profit or loss.

Reclassified\nEmbedded Derivatives from QIND Convertible Notes

As\npart of the consolidation of QIND, certain convertible instruments previously accounted for as straight debt under US GAAP were reassessed\nunder IFRS. These instruments were found to include embedded derivative features (including conversion pricing mechanisms, redemption\noptions and other price-linked terms) which are not closely related to the host debt.

Accordingly,\nthese embedded derivatives were separated from the host instruments and recognised as derivative financial liabilities at fair value.\nThe host debt component remains measured at amortised cost and is presented within loans and borrowings (see Note 25).

At\n31 December 2025, all of these notes had passed their contractual maturity date. The previously recognised derivative financial liabilities\nand associated equity components were derecognised during the year, and the related host debt balances have been reinstated within loans\nand borrowings, reflecting the contractual amounts now due.

The following table summarises the principal\nclasses of warrants outstanding at 31 December 2025, grouped by nature of issuance and identifying for each class the contractual exercise\nprice and expiry, the number of warrants outstanding and underlying ordinary shares, and whether the class is accounted for as an equity\ninstrument or as a derivative financial liability. Further detail on the contractual terms of each class is set out in Item 10 of this\nAnnual Report.

Schedule\nof Warrant Outstanding

Strike Price

Expiry

Warrants outstanding

Implied Ordinary shares

Reference

Description

Strike (USD)

Expiry

Warrants outstanding

Implied Ord. Shares

Classification

Service-based warrants

(a)

HP Advisory Warrant

1.65

4 Jul 2029

13,906

398

Equity

(b)

BPLLC Warrant

3.33

31 Dec 2030

71,429

Equity

Replacement July 2025 Warrants

(c)

January 2025 tranche

4.28

10 Jan 2027

130,978

Liability

(d)

March 2025 tranche

4.28

3 Mar 2028

163,680

Liability

December 2025 PIPE Warrants

(e)

Pre-funded warrants

0.0035

No expiry

381,267

Liability

(f)

$3.50 Warrants

3.50

25 Jul 2028

1,393,500

Liability

(g)

$5.00 Warrants

5.00

25 Jul 2028

811,165

Liability

Other pre-funded warrants

(h)

Other pre-funded warrants

0.00

No expiry

47,943

Liability

The number of underlying\nordinary shares for the HP Advisory Warrant (a) reflects the contractual conversion ratio applicable to that instrument and the effects\nof the reverse share split effected during the year.

The service-based warrants at (a) and (b)\nare classified as equity instruments and are recognised within the share-based payment reserve. The remaining warrants (c) to (h) are\nclassified as derivative financial liabilities and are measured at fair value through profit or loss; the fair value of these instruments\nat 31 December 2025 is included within the €0.2 million derivative financial liability balance disclosed in the reconciliation below.

Modifications and exchanges\nof warrants during 2025

During the year ended 31\nDecember 2025, the Group entered into two material transactions in which existing liability-classified warrants were cancelled and exchanged\nfor new warrants. In each case, management assessed the substance of the transaction and concluded that the modified terms were substantially\ndifferent from the original terms. Accordingly, both transactions were accounted for as the extinguishment of the original warrants and\nthe recognition of the replacement instruments at fair value on the relevant exchange date.

Replacement July 2025\nWarrants — exchange of January 2025 and March 2025 Warrants

In connection with the\nredemption agreements entered into on or around 22 July 2025, the holders of the January 2025 Warrants and the March 2025 Warrants surrendered\ntheir warrants for cancellation in exchange for new warrants (the “Replacement July 2025 Warrants”) exercisable into 294,658\nClass A Ordinary Shares in aggregate, with revised exercise prices, the removal of full-ratchet anti-dilution rights, and other amended\nterms set out in Item 10. The original January 2025 and March 2025 Warrants were derecognised at their respective carrying amounts on\nthe exchange date, and the Replacement July 2025 Warrants were recognised at fair value. The resulting gain or loss is recognised in profit\nor loss within fair value movement on derivative financial instruments and is reflected within the (Decrease) / increase due to derecognition\nduring period and Fair value on initial recognition of derivative liabilities lines of the reconciliation below.

December 2025 Warrant\nExchange Agreement — exchange of July 2025 PIPE Warrants

On 5 December 2025, the\nGroup entered into a Warrants Cancellation and Exchange Agreement with the July 2025 PIPE investors, pursuant to which the July 2025 Pre-Funded\nWarrants, July 2025 Market Price Warrants and July 2025 $9.852 Warrants were surrendered for cancellation and exchanged for new warrants\n(the “December 2025 Warrants”) consisting of (i) pre-funded warrants exercisable into 475,267 Class A Ordinary Shares at $0.0035\nper share, (ii) warrants exercisable into 1,622,330 Class A Ordinary Shares at $3.50 per share, and (iii) warrants exercisable into 811,165\nClass A Ordinary Shares at $5.00 per share. The exchange resulted in a substantial reduction in the exercise prices of the market price\nwarrants, the removal of certain failure-to-deliver and other contractual rights, and the exclusion of cashless exercise features.

The original July 2025\nWarrants were derecognised at their carrying amounts on 5 December 2025, and the December 2025 Warrants were recognised at their fair\nvalue on that date. The fair value movement recognised in profit or loss in respect of this exchange is reflected within the same lines\nof the reconciliation below as described above. A portion of the December 2025 Warrants was subsequently exercised prior to year-end,\nwith proceeds reclassified to share capital and share premium (refer to Note 22).

Both the January 2025 / March 2025 Warrants\nand the July 2025 PIPE Warrants remained classified as derivative financial liabilities up to their respective extinguishment dates, and\nthe Replacement July 2025 Warrants and December 2025 Warrants are similarly classified as derivative financial liabilities, on the basis\nthat each instrument continues to fail the fixed-for-fixed criterion under IAS 32 (principally because the exercise prices are denominated\nin U.S. dollars while the functional currency of the issuing entity is the Euro).

F-42

The fair values of liability-classified warrants outstanding during the year and at 31 December 2025 were determined using the Black-Scholes option pricing model. The principal inputs to the model are the Group’s share price at the measurement date, expected share price volatility (estimated by reference to the Group’s historical volatility over a period commensurate with the expected term of the instrument), the risk-free interest rate (derived from U.S. Treasury yields with maturities corresponding to the expected term), the expected term and the expected dividend yield. The expected dividend yield is nil, reflecting the Group’s policy of not declaring dividends. For pre-funded warrants, which have no contractual expiry, an expected term assumption is applied based on management’s best estimate of the period over which exercise is expected. Changes in these inputs, in particular the share price and expected volatility, may have a material effect on the fair value of liability-classified warrants and on the related fair value movement recognised in profit or loss. These instruments are classified as Level 2 in the fair value hierarchy under IFRS 13 .

Schedule\nof Derivative Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

€’000	Convertible Notes			Private Warrants		Public warrants	Total Derivative Liabilities
Balance – December 31, 2024 (reclassified)		679			14		177		870
Fair value movement on warrants unexercised (including exchange differences)*		-			-		-		-
Fair value on initial recognition of derivative liabilities		3,932			12,527		-		16,460
(Decrease) / increase due to conversions during period		(2,403	)		(1,642	)	-		(4,045	)
(Decrease) / increase due to derecognition during period		(426	)		(6,063	)	(15	)	(6,504	)
(Gain) / loss due to fair value movements during period		(1,563	)		(4,837	)	(161	)	(6,562	)
(Gain) / loss due to fair value movements at remeasurement		(36	)		-		-		(36	)
Reclassification of convertible notes on consolidation		-							-
Balance – December 31, 2025		181			-		0		181

The\nabove movement table constitutes the reconciliation of opening to closing balances of derivative financial liabilities required under\nIFRS 7. See Note 26 for the fair value hierarchy classification of the year-end balance.

25.

Loans\n & borrowings

The\nbalance of €1.8 million reported under Loans and Borrowings in the consolidated statement of financial position reflects the carrying\namount of convertible promissory notes originally issued by QIND. On a standalone basis, these instruments were recorded in their entirety\nas liabilities under U.S. GAAP.

For\nthe purpose of Group consolidation under IFRS, these instruments have been reassessed and reclassified where relevant. Where applicable,\nthe Group has disaggregated the instruments into their respective components, recognising:

●

a\n debt host liability measured at amortised cost,

●

a\n derivative financial liability (e.g. conversion features or embedded options) measured at\n fair value through profit or loss, and/or

●

an\n equity component, specifically, convertible note reserve

Following\nthis reassessment, an amount of approximately €0.2 million was reclassified from Loans and Borrowings to derivative financial liabilities\nat 31 December 2025 (2024: €426K ) in respect of embedded conversion features that did not meet the “fixed-for-fixed”\ncriterion under IAS 32. The corresponding movements are disclosed in Note 23.

In\ncertain cases, the maturity dates of the convertible instruments had already passed as of the reporting date, and the instruments are\nno longer considered convertible in substance. These notes have therefore been treated as straight debt on the consolidated financial\nstatements.

As\nat 31 December 2025, the convertible promissory notes issued by QIND had matured and remained unpaid. Failure to repay at maturity constitutes\nan event of default under the terms of the notes. No waivers or forbearance arrangements had been obtained as at the reporting date,\nand accordingly the full carrying amount of €1,757k is classified as current. Further details of the default, the consequences under\nthe note terms, and the Group’s plans in respect of these obligations are set out in the Going Concern note. On 10 July 2026, QIND entered into a forbearance agreement in respect of two of these notes (refer to Note 30).

26.

Shareholders’\n equity

As\nof December 31, 2025, the total number of Class A ordinary shares of the Company outstanding was 2,288,291 (2024: 654,953) with a par\nvalue of $0.0035.

During\nthe year, as part of the ATM, Parent sold 347,283 (2024: 2,345,452 ) class A ordinary shares for net proceeds of $2,708,022 (€2,314,464).

F-43

During\nthe year a number of employees exercised their RSUs. In connection with this exercise, Fusion Fuel instructed their broker to issue 107,500\nshares and transfer the relevant amounts to the various employees accounts.

Other\nissuances of Class A ordinary shares during the year comprised the following:

●

Commitment\n shares: 13,890 shares issued (€306k) in connection with financing arrangements entered\n into during the year.

●

Macquarie\n note conversions: 98,046 shares issued (€574k) on conversion of the Macquarie convertible\n promissory notes. The notes were fully converted during the year (refer to Note 24 - Derivative Financial Instruments).

●

Reverse\n split rounding: 63,333 shares issued (€222) arising from the rounding adjustment following\n the reverse share split effected during the year.

●

Keystone\n note conversion: 492,715 shares issued (€1,939k) on conversion of the Keystone convertible\n note.

●

July\n PIPE issuance and exercise: 335,898 shares issued (€268k) under the July 2025 PIPE financing\n and associated warrant exercises.

●

December\n PIPE reprice and exercise: 274,887 shares issued (€620k) in connection with the repricing\n and exercise of warrants under the December 2025 PIPE financing.

●

Service\n warrants: 7,286 shares issued (€172k) on exercise of warrants granted for services.

The\n4,171,327 Series B Preferred Shares issued in November 2024 in connection with the QIND acquisition remained outstanding at 31 December\n2025. These shares are convertible into Class A ordinary shares at a ratio of 1:10 subject to satisfaction of closing conditions. The\nshare capital of Fusion Fuel Green plc is as follows:

Schedule\nof share capital

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of \n common shares		€’000		Number of \n preferred shares	€’000
Opening balance – January 1, 2024 (restated)		426,257		3		-	-
Issue of shares		228,696		-		-	-
Closing balance – December 31, 2024 restated		654,953		3		-	-
Issue of shares – ATM		347,283		-		-	-
Issue of shares – PIPE		610,785		-		-	-
Issue of shares – Macquarie/Keystone		590,761		-		-	-
Issue of shares – commitment/service		21,176		-		4,171,327	-
Reverse split rounding		63,333		-		-	-
QIND stock conversion		-		(4	)	-	-

Closing balance – December 31, 2025		2,288,291		(1	)	4,171,327	-

Share\nrights

The\nClass A ordinary shareholders have the right to exercise one vote at any general meeting of the Company, to participate pro rata in all\nthe dividends declared by the Company and the rights in the event of the Company’s winding up are to participate pro-rata in the\ntotal assets of the Company.

The\nSeries B Preferred Shares were issued as part of the acquisition of Quality Industrial Corp. As part of the consideration Parent issued\na combination of Class A ordinary shares and 4,171,327 preferred shares, which are convertible into 41,713,270 ordinary shares upon shareholder\napproval and Nasdaq listing clearance. Holders do not possess voting rights, except in matters directly affecting the rights or preferences\nof the Series B Preferred Shares.

F-44

Public\nWarrants

The\nfunctional currency of the Company is the Euro and, as the exercise price of the Company’s share purchase warrants was fixed in\nU.S. Dollars, the warrants were classified as derivative financial liabilities at fair value through profit or loss.

As\nof 31 December 2025, all public warrants had expired in accordance with their terms and the related derivative liability was fully derecognised.

Schedule\nof Fair Value of the Warrants

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Public warrants	€’000
Balance – December 31, 2024		177
Fair value on initial recognition of derivative liabilities		-
(Decrease) / increase due to conversions during period		-
(Decrease) / increase due to derecognition during period		(15	)
(Gain) / loss due to fair value movements during period		(161	)
(Gain) / loss due to fair value movements at remeasurement		-
Reclassification of convertible notes on consolidation		-
Balance – December 31, 2025		-

Service\nrelated warrants - HTOO

On\nJuly 4, 2024, the Company issued a warrant to H&P Advisory Limited to purchase 13,906 Class A ordinary shares at an exercise price\nof $1.6540 per share before the reverse split in 2025. Post reverse split to H&P Advisory Limited to purchase 398 Class A ordinary\nshares at an exercise price of $57.89 per share. The warrant is exercisable at any time until July 4, 2029, and includes a cashless exercise\noption.

On\nNovember 1, 2024, Fusion Fuel Green PLC issued a warrant to Bevilacqua PLLC to purchase up to 255,000 Class A ordinary shares at an exercise\nprice of $0.14 per share, in connection with legal services provided under an engagement agreement. In 2025, Bevilacqua exercised the\nwarrants and received 7,286 shares on a post-reverse split basis.

On\nDecember 31, 2025, Fusion Fuel Green PLC issued a warrant to Bevilacqua PLLC to purchase up to 71,429 Class A ordinary shares at an exercise\nprice of $0.88 per share, in connection with legal services provided under an engagement agreement. As of April 14, 2026, Bevilacqua\nPLLC has exercised the warrants and received 71,429 shares.

Warrants\nissued to service providers are accounted for in accordance with IFRS 2. The fair value of the warrants was measured at the grant date\nusing the Black-Scholes option pricing model. This amount is recognized as an expense with a corresponding credit to equity, specifically\nwithin the share-based payments reserve. This balance is not required to be subsequently remeasured after initial recognition. The key\ninputs used in the option pricing model use to value these warrants are displayed in the table below.

Service\nrelated warrants - QIND

During\n2023, QIND recognised service related warrants. These amounts are included in the share premium figure on consolidation. The key inputs\nused in the option pricing model use to value these warrants are displayed in the table below.

Schedule\nof key inputs used in option pricing model to calculate the value of warrants

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	HP Warrant			Bevil Warrant			QIND Warrant #1		QIND Warrant #2

Volatility		139.93	%			139.93	%		80.00	%		80.00	%
Expected term in years		5				4			5			5
Dividend rate		0.0	%			0.0	%		0.0	%		0.0	%
Risk-free interest rate		4.5	%			4.2	%		3.0	%		3.0	%
Hurdle price		-				-			-			-
Exercise price	$	1.65			$	0.01		$	0.58		$	3.50
Share price	$	1.29			$	0.62		$	0.49		$	0.61
Fair value of warrant on grant date	€	14,779			€	136,591		€	56,602		€	8,854

F-45

Compound\nequity instruments

During\nthe year, the Group acquired convertible loan notes through its subsidiary, Quality Industrial Corp. (“QIND”). Under US GAAP,\nthese instruments are recognised as simple debt instruments in the financial statements of QIND. However, in preparing the Group’s\nconsolidated financial statements under IFRS, the instruments were reassessed in accordance with IAS 32 and determined to meet the definition\nof compound financial instruments.

The\nconvertible notes contain both a contractual obligation to deliver cash (a liability component) and an equity conversion feature. The\nterms of the conversion feature were assessed and determined to meet the “fixed-for-fixed” criterion under IAS 32, as the\nnotes are convertible into a fixed number of the Group’s ordinary shares for a fixed amount of consideration.

As\nsuch, the instrument was bifurcated into liability and equity components at initial recognition. The liability component was measured\nat fair value using the effective interest rate method, and the residual amount was allocated to the equity component, which has been\nrecognised in a separate reserve within equity titled the Convertible Note Reserve. This reserve represents the value attributable to\nthe holders’ conversion rights and will remain within equity unless the notes are converted or otherwise extinguished. This amount\ndoes not get subsequently remeasured at each reporting date.

Foreign currency translation\nreserve

The foreign currency translation\nreserve comprises exchange differences arising on the translation of the financial statements of foreign operations whose functional\ncurrency is not the euro, principally QIND, including the goodwill and fair value adjustments arising on its acquisition. At 31 December\n2025 the reserve was a debit balance of €1,647k (restated – refer to Note 5). The other equity reserve includes a net decrease\nof €1,813k arising in 2025 from changes in the Group’s ownership interest in QIND that did not result in a loss of control\n(IFRS 10.23): new equity of €416k raised by QIND from holders other than the Group, less €2,229k attributed to non-controlling\ninterests (restated – refer to Note 5).

27.

Financial\n instruments and risk management

\n\n \n \n \n

(a)

Accounting classifications\n and fair value

The\nCompany uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

●

Level\n 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

●

Level\n 2: other techniques for which all inputs which have a significant effect on the recorded\n fair value are observable, either directly or indirectly; and

●

Level\n 3: techniques which use inputs that have a significant effect on the recorded fair value\n that are not based on observable market data.

The\nCompany recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has\noccurred. There were no transfers between fair value levels during the year.

As\nat December 31, 2025, the Group’s financial instruments measured at fair value comprised derivative financial liabilities of €181k,\nclassified within Level 2 of the fair value hierarchy. No instruments were classified within Level 1 or Level 3 at the reporting date.

The\nderivative financial liabilities outstanding at 31 December 2025 relate to embedded derivative features within convertible financing\ninstruments and share purchase warrants. These instruments were valued using a Black-Scholes model, which is considered a Level 2 technique\nas it uses observable market inputs. The inputs to the valuation comprised the Company’s quoted share price at the measurement\ndate, risk-free rates derived from government bond yields with maturities corresponding to the expected term of the instruments, expected\nterm based on the contractual maturity of the underlying instrument, and volatility estimated from the Company’s historical share\nprice. See Note 23 for the movement in derivative financial liabilities during the year.

The\ncomparative position at 31 December 2024 included warrants measured at fair value using Level 1 inputs (quoted market prices at the reporting\ndate), the Macquarie convertible notes and associated warrants (classified as derivative liabilities, Level 2, valued using a Black-Scholes\nmodel), service-related warrants (classified as compound equity instruments, Level 2, valued using a Binomial pricing model), and a convertible\nnote reserve recognised in relation to QIND’s convertible notes (Level 2, measured by discounting expected future cash flows at\nthe effective interest rate derived from observable market inputs). These instruments were extinguished, converted or derecognised during\nthe year ended 31 December 2025.

F-46

Schedule\nof unobservable inputs in fair value measurement within level 3

	Carrying value		Fair value
	Cash and receivables		Liabilities		Equity	Total carrying amount	Level 1		Level 2		Level 3	Total
2025	€’000		€’000		€’000	€’000	€’000		€’000		€’000	€’000
Cash and cash equivalents		575		-		-		575		-		-	-	-
Trade receivables		4,774		-		-		4,774		-		-	-	-
Other receivables*		229		-		-		229		-		-	-	-
Trade payables		-		1,375		-		1,375		-		-	-	-
Warrants		-		0		-		0		0		-	-	0
Amounts owed to related parties		-		-		-		-		-		-	-	-
Loans and borrowings		-		1,757		-		1,757		-		-	-	-
Other payables**		-		7,038		-		7,038		-		-	-	-
Derivative liabilities		-		181		-		181		-		181	-	181
Other equity reserve		-		-		4,995		4,995		-		-	-	-
Total		5,579		10,351		4,995		20,925		0		181	-	181
2024
Cash and cash equivalents		214		-		-		214		-		-	-	-
Trade receivables		2,958		-		-		2,958		-		-	-	-
Other receivables*		48		-		-		48		-		-	-	-
Trade payables		-		2,838		-		2,838		-		-	-	-
Warrants		-		177		-		177		177		-	-	177
Amounts owed to related parties		-		5,086		-		5,086		-		-	-	-
Loans and borrowings		-		1,938		-		1,938		-		-	-	-
Other payables**		-		1,000		-		1,000		-		-	-	-
Derivative liabilities		-		870		-		870		-		870	-	870
Service related warrants		-		-		217		217		-		217	-	217
Convertible note reserve		-		-		24		24		-		24	-	24
Total		3,220		11,909		241		15,370		177		1,111	-	1,288

\n\n

Prepayments and\nVAT have been excluded as they are not classified as a financial asset.

\n\n

Employment taxes\nhave been excluded as these are statutory liabilities.

Cash\nand cash equivalents

For\ncash and cash equivalents, the carrying value is deemed to reflect a reasonable approximation of fair value.

Trade\nreceivables/other receivables/payables

For\nthe receivables and payables with a remaining term of less than one year or on demand balances, the carrying amount less impairment allowances,\nwhere appropriate, is a reasonable approximation of fair value.

\n\n \n \n \n

(b)

Financial risk management

The\nGroup’s operations expose it to various financial risks that include credit risk, liquidity risk and market risk. The Group has\na risk management framework in place which seeks to limit the impact of these risks on the financial performance of the Group. It is\nthe policy of the Group to manage these risks in a non-speculative manner.

This\nnote presents information about the Group’s exposure to each of the above risks and the objectives, policies and processes for\nmeasuring and managing the risks. Further quantitative and qualitative disclosures are included throughout this note.

The\nCompany’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management\nframework.

The\nGroup’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk\nlimits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect\nchanges in market conditions and the Group’s activities. The Group, through its training and management standards and procedures,\naims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

\n\n \n \n \n

(c)

Credit risk

Exposure\nto credit risk

Credit\nrisk arises from granting credit to customers or others and from investing cash and cash equivalents with banks and financial institutions.\nThe Group have not granted credit to customers to date as the Group has not earned any revenues.

F-47

Credit\nrisk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual\nobligations and arises principally from the Group’s cash and cash equivalents. The carrying amounts of financial assets represent\nthe maximum credit exposure. There were no impairment losses on financial assets recognised in profit or loss.

Other\nreceivables

The\nGroup’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also\nconsiders the factors that may influence the credit risk of its customer base, including the default risk and country in which customers\noperate.

In\nmonitoring credit risk, receivables are grouped according to their credit characteristics, including their geographic location, industry,\ntrading history with the Group and existence of previous financial difficulties. The Group does not require collateral in respect of\nits receivables.

At\nDecember 31, 2025, the exposure to credit risk for receivables by geographic region was not significant.

Cash\nand short-term bank deposits

The\nGroup held cash and cash equivalents of €0.6 million at December 31, 2025 (2024: €0.2 million). 63% of the cash and cash equivalents\nare held under our subsidiary QIND. The Group considers that its cash and cash equivalents have low credit risk based on the external\ncredit ratings of the counterparties.

\n\n \n \n \n

(d)

Liquidity risk

Liquidity\nrisk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s approach\nto managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed\nconditions, without incurring unacceptable costs or risking damage to the Group’s reputation.

Contractual\nmaturities

The\nfollowing are the expected contractual maturities of the Group’s financial liabilities, including estimated interest payments.

schedule of expected contractual maturities

	Carrying amount		Contractual cash flows		Derivative financial instruments	1 – 2 years	2 – 5 years		More than 5 years
	Carrying amount		Contractual cash flows		Less than one year	1 – 2 years	2 – 5 years		More than 5 years
2025	€’000		€’000		€’000	€’000	€’000		€’000
Derivatives: Warrants*		-		-		-		-		-	-
Trade payables		1,375		1,375		1,375		-		-	-
Amounts owed to related parties		-		-		-		-		-	-
Loans and borrowings		1,757		1,757		1,757		-		-	-
Other payables		7,038		7,038		7,038		-		-	-
Lease liabilities		440		497		195		302		-	-
Derivatives: Convertible notes*		181		181		-		181		-	-
Total		10,791		10,848		10,365		483		-	-

2024
Derivatives: Warrants*		177		-		-		-		-	-
Trade payables		2,838		2,838		2,838		-		-	-
Amounts owed to related parties		5,086		5,086		-		-		-	-
Loans and borrowings		1,938		1,938		1,938		-		-	-
Other payables		1,000		1,000		1,000		-		-	-
Lease liabilities		273		275		119		108		48	-
Derivatives: Convertible notes*		636		-		-		-		-	-
Total		12,394		11,583		6,340		108		48	-

\n\n

contractual cash\nflows for warrants and convertible promissory notes are €nil because both instruments will be settled in shares.

F-48

\n\n \n \n \n

(e)

Market risk and interest\n rate risk

Market\nrisk is the risk that changes in market prices and indices, such as foreign exchange rates and interest rates, will affect the Group’s\nincome or the value of its holdings of financial instruments. Interest rate risk is not significant to the Group.

\n\n \n \n \n

(f)

Foreign exchange risk

The\nGroup uses the Euro as its functional currency. Foreign exchange rate risk is the risk that the fair value of Group assets or\nliabilities, or future expected cash flows will fluctuate because of changes in foreign currency exchange rates. While the\nCompany’s shares are listed in US dollars, the currency of the primary operating environment of the Group for the majority of\nthe year was the Euro, and its exposure to the risk of changes in foreign currency would arise primarily when revenue or expense is\ndenominated in a currency other than the Euro. Through its subsidiary QIND, the company recognised revenue and cost of sales in USD.\nThe Group also acquired a subsidiary in South Africa in October 2025 but trading had not commenced as of 31 December 2025. As of the\nend of 2025, the Group’s operations have recently become more exposed to the effect of the translation of foreign operations\ndue to its shift in operations into the US. At December 31, 2025, the Company had USD and EUR cash balances of approximately $0.53\nmillion (2024: $0.23\nmillion) and €0.08\nmillion (2024: €0.002\nmillion), respectively. A 10%\nmovement in the EUR/USD exchange rate would have resulted in an impact of approximately €0.1\nmillion on the Group’s reported cash position, assuming all other variables remain constant. The Group is also exposed to translation risk on its net investment in QIND, whose functional currency is the US\ndollar, including the goodwill and fair value adjustments arising on its acquisition. Exchange differences on translation are recognised\nin other comprehensive income and accumulated in the foreign currency translation reserve (restated – refer to Note 5).

The\nfollowing significant exchange rates have been applied during the year.

Schedule\nof significant exchange rates

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Average rate		Period-end spot rate
	2025		2024		2025	2024
Euro
USD		1.132		1.039		1.174	1.084

Capital\nManagement

The\nGroup’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain the future\ndevelopment of the business. The board of directors monitors the return on capital.

28.

Loss\n per share

The share and per share information in\nthis note have been adjusted to give effect to the one-for-thirty-five (1-for-35) reverse share split of the Class A Ordinary Shares,\nwhich became legally effective at 5:00 PM Eastern Time on July 11, 2025. Accordingly, the weighted average number of ordinary shares used\nin the basic and diluted loss per share calculations for all periods presented reflects this reverse share split.

Basic\nearnings/(loss) per share is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the\nweighted average number of ordinary shares outstanding during the year.

Diluted\nearnings/(loss) per share is calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted average\nnumber of ordinary shares outstanding during the year, adjusted for the weighted average number of Class A ordinary shares that would\nbe issued on conversion of all the dilutive potential ordinary shares into Class A ordinary shares. For the years ended 31 December 2025\nand 2024, the diluted loss per share equals the basic loss per share, as the effects of all potentially dilutive securities are anti-dilutive\nin a loss-making period and have therefore been excluded from the calculation in accordance with IAS 33.

The\nfollowing table reconciles the numerators and denominators used in the basic and diluted loss per share calculations:

Schedule\nof loss per share

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025 (restated)			2024		2023
Loss attributable to ordinary equity holders of the parent (€000)		(4,106	)		(15,333	)	(31,016	)
Number of ordinary shares used for loss per share (weighted average)
Basic		1,335,722			527,882		418,545
Diluted		1,335,722			527,882		418,545
Basic (loss)/ earnings per ordinary share		(3.07	)		(29.05	)	(74.11	)
Diluted (loss)/ earnings per ordinary share		(3.07	)		(29.05	)	(74.11	)

F-49

Because\nthe Group was loss-making for the years ended 31 December 2025 and 2024, the following potential ordinary shares have been excluded from\nthe calculation of diluted weighted average ordinary shares as their inclusion would be anti-dilutive:

Schedule\nof diluted weighted average number of ordinary shares

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
Warrants		3,000,360		267,061
RSUs - outstanding		102		273
RSUs - vested but no ordinary shares issued		200,135		5,558
Incentive shares		143		143
Share options		583,812		55,307

These\ninstruments could potentially dilute basic earnings per share in future periods.

29.

Related\n parties

Under\nIAS 24 Related Party Disclosures (“IAS 24”), the Group has various related parties stemming from relationships with subsidiaries,\njoint ventures, key management personnel, the founders of the previous Fusion Fuel Portugal entity and other related parties.

Subsidiaries

A\nlist of the Groups subsidiaries is disclosed in note 32. All transactions with subsidiaries eliminate on consolidation and are not presented,\nin accordance with revised IAS 24.

Key\nmanagement personnel

(a)

Compensation

The\nkey management personnel at December 31, 2025 are the members of the Group’s Senior Management. There were four members of Senior\nManagement at December 31, 2025 and an average of four members for the full year. The remuneration expense for the key management personnel\nincludes salaries and share-based payments.

schedule of key management personnel

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024		2023
	€’000		€’000		€’000
Basic salary*		757		1,081		1,453
Short-term employee benefits*		-		109		303
Discretionary Bonus**		869		-		-
Other long-term benefits		-		-		55
Share-based compensation		941		1,605		1,947
Total Key management personnel\n compensation		2,567		2,795		3,758

\n\n

This amount\nincludes salaries accrued and not paid at the year end

\n\n

This amount\nwas largely granted due to the QIND board of directors’ determination that: (i) Mr. Backwell and other QIND managers’ salaries\nwere significantly below market for their position in 2024, and Mr. Backwell received no salary from QIND during 2023 and previous years.

(b)

Transactions

Not\nApplicable

Other

Directors\nand Officers of the company do not have control of more than 10% of the voting shares of the company on April 14, 2026, and no Director\nor Officer controls more than 5% of the company. We are not aware of any person or shareholder who directly or indirectly, jointly or\nseverally, exercises or could exercise control over the Group.

Directors\nand Officers hold a total of 314,292 issued Class A ordinary shares in the company on a fully diluted basis.

F-50

30.

Subsequent\n events

The\nfollowing non-adjusting events occurred after the reporting period ended 31 December 2025.

Mineral\n& Element Advisory Agreements

On\nFebruary 12, 2026, the Company entered into Mineral & Element Advisory Agreements with three advisors for an initial term of twelve\nmonths, renewable by mutual written consent. Under these agreements, the advisors will provide strategic, operational and technical advisory\nservices in connection with potential mineral asset transactions and will introduce prospective counterparties. In consideration, the\nCompany agreed to issue compensation shares on the signing of a qualifying definitive mineral asset transaction with an introduced counterparty,\ntogether with additional milestone shares upon the achievement of specified share price targets. Where applicable, pre-funded warrants\nmay be issued in lieu of ordinary shares to address beneficial ownership limitations, and the Company will be required to register the\nresale of any shares or shares issuable under such warrants.

February\n2026 Securities Purchase Agreement

On\nFebruary 14, 2026, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which it agreed to issue\nand sell an aggregate of 577,124 Class A Ordinary Shares, pre-funded warrants to purchase 129,005 Class A Ordinary Shares, warrants to\npurchase 706,129 Class A Ordinary Shares at an exercise price of $5.148 per share, and warrants to purchase 706,129 Class A Ordinary\nShares at an exercise price of $6.864 per share, for aggregate gross proceeds of $2.6 million. The proceeds are intended for general\ncorporate and working capital purposes. The agreement also includes customary beneficial ownership limitations and registration rights\nrelating to the resale of the issued and issuable securities.

Share\nExchange Agreement

On\nFebruary 18, 2026, the Company entered into a Share Exchange Agreement with certain shareholders of Royal Uranium Inc. Pursuant to the\nagreement, the Company would acquire up to 100%\nof the issued and outstanding shares of Royal Uranium in exchange for up to 3,750,025\nClass A Ordinary Shares or, to the extent\nnecessary to remain within agreed beneficial ownership thresholds, pre-funded warrants to subscribe for such shares. The agreement implies\na valuation of $15.0\nmillion for Royal Uranium. Completion\nremains subject to customary conditions, including the required level of Royal Uranium shareholder participation, shareholder approval\nunder the Irish Takeover Rules, and the absence of a material adverse effect.

Completion of the acquisition of Royal\nUranium Inc.

On July 21, 2026, the Company completed\nthe acquisition of Royal Uranium Inc. pursuant to the Share Exchange Agreement, as amended by an Amendment Agreement dated June 11, 2026.\nThe shareholders of Royal Uranium transferred all 81,881,029 issued and outstanding common shares of Royal Uranium to the Company in exchange\nfor 3,750,018 Class A Ordinary Shares, implying a valuation of $15.0 million, and Royal Uranium became a wholly owned subsidiary of the\nCompany. In connection with the closing, and at the election of the advisors under the Mineral & Element Advisory Agreements, the\nCompany issued 95,000 Class A Ordinary Shares and pre-funded warrants to purchase up to 190,000 Class A Ordinary Shares. Following the\nclosing, the Company’s shareholders prior to the transaction were expected to hold approximately 36.7% of the outstanding Class\nA Ordinary Shares and the former Royal Uranium shareholders approximately 63.3%. The initial accounting for the acquisition, including\nwhether it constitutes a business combination under IFRS 3, was incomplete when these restated consolidated financial statements were\nauthorised for issue; accordingly, the disclosures required by IFRS 3.B64 are not provided.

Extraordinary General Meeting –\nJune 2026

At an Extraordinary General Meeting held\non June 8, 2026, shareholders approved (i) the acquisition of Royal Uranium, (ii) the conversion of the 4,171,327 Series A Convertible\nPreferred Shares into Class A Ordinary Shares, to occur upon clearance of an initial listing application with Nasdaq, and (iii) the change\nof the Company’s name to Fusion Elements plc, subject to the approval of the Registrar of Companies in Ireland and any necessary\nNasdaq submissions.

BioSteam Energy – commencement\nof operations

Steam production at BioSteam Energy’s\nfirst biomass-powered industrial steam project in South Africa began on May 1, 2026, and commercial operations were announced on May 11,\n2026.

QIND – forbearance agreement

On July 10, 2026, QIND entered into a Promissory\nNote & Loan Modification and Forbearance Agreement with RB Capital Partners, Inc. in respect of two matured convertible promissory\nnotes (original principal $1,100,000 and $200,000, 7% interest), with an aggregate outstanding balance of approximately $1,587,000 at\nJune 30, 2026. QIND agreed to pay $1,675,000 in 19 monthly instalments from July 30, 2026 to January 15, 2028, and the maturity of the\nnotes was extended to March 1, 2028. The holder agreed to forbear from exercising its rights and remedies until the earliest of March\n1, 2028, an uncured default or termination, and retains the right to convert principal into QIND common stock at $1.00 per share. No further\ninterest accrues while no default is continuing, and a $30,000 discount applies to the final instalment if the first 18 instalments are\npaid on time.

At the Market Offering

On July 29, 2026, the Company filed a prospectus\nsupplement under its shelf registration statement on Form F-3 for the offer and sale of Class A Ordinary Shares with a maximum aggregate\noffering price of $6,619,798 under the At the Market Offering Agreement dated May 16, 2025 with H.C. Wainwright & Co., LLC, which\nprovides for a cash commission of 3.0% of gross proceeds. The Company is not obliged to make any sales under the agreement.

Bevilacqua PLLC letter agreement

On August 3, 2026, the Company entered\ninto a letter agreement with Bevilacqua PLLC in respect of an outstanding balance of $637,157 at July 31, 2026. Bevilacqua PLLC applied\na 15% discount to the $605,908 balance for services other than SEC maintenance, reducing it to $515,022. The Company agreed to issue Class\nA Ordinary Shares with a value of $100,000, priced at a 20% discount to market and carrying piggyback registration rights, to reduce that\nbalance, and to pay a minimum of $250,000 on execution (using commercially reasonable efforts to pay $300,000).

August 2026 Private Placement

On August 7, 2026, the Company entered\ninto a Securities Purchase Agreement with certain investors to issue 421,563 Class A Ordinary Shares, pre-funded warrants to purchase\n176,468 Class A Ordinary Shares at an exercise price of $0.0035 per share and warrants to purchase 598,031 Class A Ordinary Shares at\nan exercise price of $3.50 per share, exercisable for three years, for aggregate gross proceeds of approximately $1,525,000. The purchase\nprice was $2.55 per Class A Ordinary Share and accompanying warrant. The Company is required to file a resale registration statement\nwithin 30 days of closing, failing which it must pay the investors 1.5% of the aggregate subscription amount for each 30-day period of\ndelay. The amounts reflect the revised terms reported in the Company’s Report on Form 6-K/A furnished on August 11, 2026.

31.

Group\n companies

The\nfollowing table presents the current organisation structure of the Group at year end. Note that the list of subsidiaries within the Group\nhas changed during the year due to the deconsolidation of the Hanoi Asset Management and Fusion Fuel Australia, as well as the acquisition\nof Biosteam Energy.

schedule of group companies

Group\ncompanies: Table (a)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Entity\n name	Country\n of incorporation	Principal\n activities	Group\n interest at December 31, 2025
Quality\n Industrial Corp.	United\n States	Operating\n company	53.47%
AL\n Shola Al Modea Gas Distribution LLC	Dubai	Operating\n company	51%\n (Indirect)
BIOSTEAM\n ENERGY (Pty) Ltd	South\n Africa	Operating\n company	51%
BrightHy\n Solutions Limited	Ireland	Operating\n company	100%
Fusion\n Fuel USA, Inc.	United\n States	Dormant\n entity	100%

32.

Approval\n of financial statements

The\ndirectors approved the financial statements on May 7, 2026. The directors approved the restated consolidated financial statements, including Note 5, on October 6, 2026.

F-51

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Number of vehicles