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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

WASHINGTON,\nD.C. 20549

FORM\n8-K

CURRENT\nREPORT

Pursuant\nto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date\nof Report (Date of earliest event reported): October 22, 2026

QUALITY\nINDUSTRIAL CORP.

(Exact\nname of registrant as specified in its charter)

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

Nevada

000-56239

35-2675388

(State\n or other jurisdiction
\n of incorporation)

(Commission

File\n Number)

(IRS\n Employer
\n Identification No.)

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

505\n Montgomery Street, San Francisco, CA		94111
(Address\n of principal executive offices)		(Zip\n Code)

Registrant’s\ntelephone number, including area code: (800) 706-0806

(Former\nname or former address, if changed since last report)

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions:

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

☐	Written\n communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐	Soliciting\n material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement\n communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement\n communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities\nregistered pursuant to Section 12(b) of the Act: None

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging\ngrowth company ☒

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item\n7.01 Regulation FD Disclosure.

On\nOctober 22, 2026, Quality Industrial Corp., a Nevada corporation (“QIND” or the “Company”), issued a press release\nannouncing that it had entered into an Agreement and Amendment No. 2 to the Share Purchase Agreement, dated as of September 23, 2026\n(the “Amendment”), with Al Shola Al Modea Gas Distribution L.L.C. (“Al Shola Gas”) and the three individual shareholders\nof Al Shola Gas who together hold 49% of Al Shola Gas (the “ASG Shareholders”), which restructures the Company’s remaining\npurchase price obligations in respect of its 51% ownership interest in Al Shola Gas under the Share Purchase Agreement, dated March 27,\n2024, as previously amended on April 8, 2025. The press release also announced that, concurrently with the Amendment, the Company entered\ninto a Share Exchange Agreement, dated as of September 23, 2026 (the “Share Exchange Agreement”), with its majority shareholder,\nFusion Fuel Green PLC, an Irish public limited company (“Fusion Fuel”), under which, subject to its closing conditions, Fusion\nFuel will issue an aggregate of 500,000 of its Class A Ordinary Shares to the ASG Shareholders to satisfy $2.0 million of the Company’s\nremaining purchase price obligations under the Amendment, and the Company will issue $2.0 million of its common stock to Fusion Fuel\nas consideration. The Amendment and the Share Exchange Agreement were previously described in, and filed as Exhibits 10.1 and 10.2 to,\nthe Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September\n25, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The\ninformation in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of\nSection 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it\nbe deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly\nset forth by specific reference in such filing.

Forward-Looking\nStatements

This\nCurrent Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements, which involve risks and uncertainties. Forward-looking\nstatements generally relate to future events or QIND’s future financial or operating performance and can be identified by words\nsuch as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,”\n“projects,” “intends,” “should,” “seeks,” “future,” “continue,”\n“plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable\nterminology. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding: the\nanticipated issuance of 500,000 Fusion Fuel Class A Ordinary Shares to the ASG Shareholders and of QIND common stock to Fusion Fuel,\nand the timing of the closing under the Share Exchange Agreement; the satisfaction of the closing conditions under the Share Exchange\nAgreement; the expected reduction of QIND’s remaining purchase price obligations; the payment of the remaining purchase price on\nor before December 31, 2027 and any Alternative Payment (as defined in Exhibit 99.1); the anticipated quarterly dividend distributions\nby Al Shola Gas and the use of cash generated by Al Shola Gas; any exercise of the call option or right of first refusal; any cost sharing\nbetween Al Shola Gas and QIND; QIND’s facilitation of the purchase of an additional LPG bobtail vehicle by Al Shola Gas; the anticipated\nfiling and effectiveness of a resale registration statement by Fusion Fuel; and the expected benefits of the transactions to QIND, including\nthe alignment of QIND and Fusion Fuel and the strengthening of QIND’s ownership of Al Shola Gas. You should not place undue reliance\non these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

These\nforward-looking statements are based on current expectations and assumptions and are not guarantees of future performance, conditions,\nor results. They involve known and unknown risks, uncertainties, and other important factors, many of which are outside QIND’s\ncontrol, that could cause actual results to differ materially from those expressed or implied, including, without limitation: the risk\nthat the closing conditions under the Share Exchange Agreement, including Nasdaq approval of an initial listing application (which Fusion\nFuel is not required to submit unless it determines that it will meet the applicable Nasdaq listing requirements) and any approvals required\nunder the Irish Takeover Panel Act 1997, Takeover Rules, are not satisfied in a timely manner or at all; the risk that QIND is unable\nto issue the required number of shares of its common stock at closing; QIND’s ability to make the Alternative Payment within ten\ncalendar days after December 31, 2026 if the closing under the Share Exchange Agreement has not occurred; QIND’s ability to pay\nthe remaining $6.98 million on or before December 31, 2027; dilution to QIND’s stockholders from the issuance of common stock to\nFusion Fuel at the lower of the prior closing price and the five-day average closing price; QIND’s ability to fund any exercise\nof the call option; the material uncertainty regarding QIND’s ability to continue as a going concern, including QIND’s matured\nand unpaid convertible notes and its dependence on external financing, including from Fusion Fuel; the risk that Al Shola Gas does not\ngenerate Profits (as defined in the Amendment) sufficient to support dividend distributions, or that its Board of Directors determines\nnot to make them; the risk that the bobtail vehicle purchase is not completed; the risk that the resale registration statement is not\nfiled or declared effective within the required timeframes; geopolitical instability or armed conflict in the Middle East, including\ndisruptions to shipping through the Strait of Hormuz and the departure of customers from the region, that could disrupt Al Shola Gas’s\noperations, sales volumes, supply chain and costs in the United Arab Emirates; fluctuations in LPG and other energy commodity prices;\nforeign currency fluctuations; and the risks and uncertainties described in QIND’s Annual Report on Form 10-K filed with the SEC\non March 31, 2026, and its other filings with the SEC. Actual results in future periods are subject to risks and uncertainties that could\ncause actual results to differ materially from those projected. All forward-looking statements in this Current Report on Form 8-K are\nqualified in their entirety by the cautionary statements above. QIND does not undertake any obligation to publicly update any forward-looking\nstatement to reflect events or circumstances that may arise after the date hereof, except as required by law.

Item\n9.01 Financial Statements and Exhibits.

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

Exhibit\n No.		Description
99.1		Press release dated October 22, 2026
104		Cover\n Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned thereunto duly authorized.

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

Date:\n October 22, 2026	QUALITY\n INDUSTRIAL CORP.

		/s/\n Carsten Kjems Falk
	Name:\n	Carsten\n Kjems Falk
	Title:\n	Chief\n Executive Officer & \n Interim\n Chief Financial Officer

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