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

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. Parent’s M&A authorizesauthorized the board of directors of Parent to allot shares up to the maximumfull amount of Parent’s authorized but unissued share capital until December 31, 2023. At Parent’s annual general meeting in September 2023, the shareholders granted the board of directors of Parent the authority to allot shares up to 20% of Parent’s authorized but unissued share capital until December 31, 2024. At an extraordinary general meeting of Parent in March 2024, the shareholders extended this authority and granted the board of directors of Parent the authority to allot shares up to the full amount of Parent’s authorized but unissued share capital until March 19, 2029. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter.by March 19, 2029 unless otherwise renewed prior thereto. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.

While Irish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for Parent’s M&A, or for shareholders of Parent in a general meeting, to exclude such pre-emptive rights. Following Parent’s M&A excludesextraordinary general meeting in March 2024, pre-emptive rights are currently excluded until December 31, 2023.March 19, 2029. This exclusion will need to be renewed by special resolution upon its expiration and at periodic intervals thereafter. Under Irish law, a disapplication of pre-emption rights may be authorized for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought or approved.by March 19, 2029 unless otherwise renewed prior thereto. 

Attempted takeovers of Parent will be subject to the Irish Takeover Rules and will be under the supervisory jurisdiction of the Irish Takeover Panel. Accordingly, Parent’s board of directors may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Due to the listing of the Class A Ordinary Shares on Nasdaq, Parent is subject to the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2013 (“Irish Takeover Rules”), under which Parent is not be permitted to take certain actions that might “frustrate” an offer for Class A Ordinary Shares once the board of directors has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of our shareholders or the consent of the Irish Takeover Panel. This could limit the ability of Parent’s board of directors to take defensive actions even if it believes that such defensive actions would be in our best interests or the best interests of our shareholders.

The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the board of directors of Parent will not be permitted, without shareholder approval, to take certain actions which might frustrate an offer for Parent Shares once the board of directors of Parent has received an approach that might lead to an offer or has reason to believe that an offer is, or may be, imminent.

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

Anti-takeover provisions in Parent’s M&A could make an acquisition of Parent more difficult. Parent’s M&A contains provisions that may delay or prevent a change of control, discourage bids at a premium over the market price of Class A Ordinary Shares, adversely affect the market price of Class A Ordinary Shares, and adversely affect the voting and other rights of shareholders of Parent. These provisions include: (i) permitting the board of directors of Parent to issue preference shares without the approval of Parent’s shareholders, with such rights, preferences and privileges as they may designate; and (ii) allowing the board of directors of Parent to adopt a shareholder rights plan upon such terms and conditions as it deems expedient in the interests of Parent.

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire Class A Ordinary Shares.

Under the Irish Takeover Rules if an acquisition of ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to ordinary shares that represent 30% or more of the voting rights of Parent, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares that represent between 30% and 50% of the voting rights in Parent if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12 month12-month period. Under the Irish Takeover Rules, certain separate concert parties will be presumed to be acting in concert. The board of directors of Parent and their relevant family members, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holdholds 20% or more of Parent.

The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of Parent’s board of directors to acquire more of our securities, including under the terms of any executive incentive arrangements. Accordingly, the application of the Irish Takeover Rules may frustrate the ability of certain of our shareholders and directors to acquire our ordinary shares.

Investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because Parent is formed under Irish law.

Parent is a company formed under the laws of Ireland, all of its properties are located outside of the United States, a majority of our directors and officers reside outside of the United States and all our assets are and are likely in the future to be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights against us, to effect service of process upon our directors or officers or to enforce judgements of United States courts predicated upon civil liabilities and criminal penalties on our directors under United States laws.

Our corporate affairs will be governed by our M&A, the Irish Companies Act and the common law of Ireland. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Irish law are governed by the Irish Companies Act and the common law of Ireland. The rights of the Parent shareholders and the fiduciary responsibilities of our directors under Irish law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, Ireland has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law.

The jurisdiction and choice of law clauses set forth in the Amended and Restated Warrant Agreement, and Parent’s status as an Irish company, may have the effect of limiting a warrantWarrant holder’s ability to effectively pursue its legal rights against Parent in any United States court.

The Amended and Restated Warrant Agreement provides that disputes arising under the Amended and Restated Warrant Agreement are governed by New York law and that Parent consents to jurisdiction in courts of the State of New York or the United States District Court for the Southern District of New York. This provision may limit the ability of warrantWarrant holders to bring a claim against Parent other than in courts of the State of New York or the United States District Court for the Southern District of New York and may limit a warrantWarrant holder’s ability to bring a claim in a judicial forum that it finds more favorable for disputes under the Amended and Restated Warrant Agreement. The Amended and Restated Warrant Agreement, however, also expressly makes clear that this choice of law and forum provision shall not restrict a warrantWarrant holder from bringing a claim under the Securities Act or the Exchange Act in any federal or state court having jurisdiction over such claim. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Irrespective of the ability of a warrantWarrant holder to bring an action in any such forum, due to the fact that Parent is an Irish company with all of its properties located outside of the United States, if a warrantWarrant holder brings a claim against Parent under the Amended and Restated Warrant Agreement, the Securities Act or Exchange Act, or otherwise, such warrantWarrant holder may have difficulty pursuing its legal rights against Parent in any United States courts having jurisdiction over any such claims.

Parent may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors in Parent’s securities.

Based on the current value of Parent’s assets and the composition of Parent’s potential income streams, assets and operations, we do not believe Parent classifies as a “passive foreign investment company,” or PFIC, for the taxable year ended on December 31, 2020,2023, and that it will not classify as a PFIC for 20212024 either. However, the application of the PFIC rules is subject to uncertainty in several respects and furthermore we cannot assure you that the U.S. Internal Revenue Service the (the “IRS”) will not take a contrary position. Furthermore, a separate determination must be made after the close of each taxable year as to whether Parent is a PFIC for that year. Accordingly, notwithstanding the current expectation that we will not be classified as a PFIC, we cannot assure you that we have not been a PFIC or that we will not be a PFIC for our current taxable year or any future taxable year. A non-US company will be considered a PFIC for any taxable year if (i) at least 75% of its gross income is passive income (including interest income), or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income. If we were to be ultimately classified as a PFIC for any taxable year during which a U.S. holder holds the Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder, including (i) the treatment of all or a portion of any gain on disposition of the Class A Ordinary Shares as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) the obligation to comply with certain reporting requirements.

Resales of our Class A Ordinary Shares or Warrants, or the perception that such resales might occur, may cause the market price of the Class A Ordinary Shares or Warrants to drop significantly, even if Fusion Fuel’s business is doing well.

As of May 10, 2021,April 25, 2024 we have an aggregate of 10,993,72217,371,968 Class A Ordinary Shares and 8,869,633 Warrants outstanding. While a portion of such shares and warrantsWarrants are subject to transfer restrictions described elsewhere in this Annual Report, upon expiration of the applicable lock-up periods, large amounts of Class A Ordinary Shares and/or Warrants may be sold in the open market or in privately negotiated transactions. Such sales, or the perception in the public markets that such sales will occur, could have the effect of increasing the volatility in the trading price of the Class A Ordinary Shares and/or the Warrants or putting significant downward pressure on the price of the Class A Ordinary Shares and/or the Warrants.

Downward pressure on the market price of the Class A Ordinary Shares and/or the Warrants that likely will result from sales of Class A Ordinary Shares could encourage short sales of Class A Ordinary Shares and/or the Warrants by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of the Class A Ordinary Shares and/or Warrants could have a tendency to depress the price of the Class A Ordinary Shares and/or the Warrants, respectively, which could further increase the potential for short sales.

We also may issue additional Class A Ordinary Shares, Warrants, or other securities to finance our operations. We cannot predict the size of future issuances of Class A Ordinary Shares, Warrants, or other securities or the effect, if any, that future issuances and sales of shares of such securities will have on the market price of the Class A Ordinary Shares or the Warrants. Sales of substantial amounts of Class A Ordinary Shares or Warrants, or the perception that such sales could occur, may adversely affect prevailing market prices of Class A Ordinary Shares and/or Warrants.

A substantial number of our Class A Ordinary Shares may be issued upon the exercise of Warrants or the conversion of the Class B Ordinary Shares,and options which could adversely affect the price of our Class A Ordinary SharesShares..

We have an aggregate of 8,869,633 Warrants outstanding and may issue up to an aggregate of 1,137,000 additional Warrants if the earnout conditions set forth in the Business Combination Agreement are satisfied.outstanding. Each Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per share. In addition, we have options to purchase an aggregate of 1,482,628 Class A Ordinary Shares outstanding. If all of the Warrants and options are exercised for cash, we would be required to issue up to 8,869,63310,352,261 Class A Ordinary Shares, or approximately 80.7%60% of our Class A Ordinary Shares outstanding as of May 10, 2021.April 25, 2024. The warrantWarrant and option holders will likely exercise the Warrantssuch securities only at a time when it is economically beneficial to do so. Accordingly, the exercise of these Warrantssecurities will dilute our other equity holders and may adversely affect the market price of the Class A Ordinary Shares.

Similarly, we have an aggregate of 2,125,000 Class B Ordinary Shares outstanding. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share at the option of the holder and all outstanding Class B Ordinary Shares will automatically convert into an equal number of Class A Ordinary Shares on December 31, 2023. If all Class B Ordinary Shares are converted into Class A Ordinary Shares, we would be required to issue 2,125,000 Class A Ordinary Shares, or approximately 19.3% of our Class A Ordinary Shares outstanding as of May 10, 2021. Accordingly, the conversion of these Class B Ordinary Shares will dilute the holders of our Class A Ordinary Shares and may adversely affect the market price of the Class A Ordinary Shares.

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

We adopted a dual-class voting structure such that our ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. Although the Class A Ordinary Shares and Class B Ordinary Shares each have one vote per share, for so long as at least 1,700,000 Class B Ordinary Shares continue to be beneficially owned collectively by the former Fusion Fuel Shareholders and certain permitted transferees, the holders of Class B Ordinary Shares will have certain protective rights, including the right to approve any liquidation, sale of substantially all assets or equity, merger, consolidation, or similar transaction, amendments to our M&A, the creation or issuance of any new class or series of capital stock or equity securities convertible into our capital stock, changes to the size of our or Fusion Fuel Portugal’s board of directors, and the removal of any member of Fusion Fuel Portugal’s board of directors (collectively, the “Class B Protective Provisions”). Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share at the option of the holder and all outstanding Class B Ordinary Shares will automatically convert into an equal number of Class A Ordinary Shares on December 31, 2023. The Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstance.

The former Fusion Fuel Shareholders hold approximately 30% of the voting power of our outstanding Class A Ordinary Shares and Class B Ordinary Shares, taken together as a single class, as of the date of this Annual Report (without taking into effect any Class A Ordinary Shares or Warrants which may be issued as contingent consideration). The former Fusion Fuel Shareholders hold all of the Class B Ordinary Shares outstanding, which provide certain preemptive rights over matters such as electing directors and approving material mergers, acquisitions or other business combination transactions. This will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of Class A Ordinary Shares and Warrants of the opportunity to sell their shares at a premium over the prevailing market price.

Additionally, our board of directors has three classes of directors with staggered terms, with each director serving for up to three years until his or her successor is designated and qualified. During such term, our shareholders will have no power to remove directors without cause. Our staggered board and the Class B Protective Provisions may discourage proxy contests for the election of directors and purchases of substantial blocks of shares by making it more difficult for a potential acquirer to gain control of our board of directors.

Notwithstanding the potential for concentration of ownership in the former Fusion Fuel Shareholders, no individual, group or other company will hold in excess of 50% of the voting power for the election of directors of Parent. Accordingly, we are not a “controlled company” under the rules of Nasdaq.

We may issue additional Class A Ordinary Shares or other equity securities without seeking shareholder approval, which would dilute your ownership interests and may depress the market price of the Class A Ordinary Shares.

An aggregate of 8,869,633 Warrants is outstanding. Additionally, assuming the earnout targets are satisfied,In addition, we will be required to issue an additional 1,137,000had 1,653,842 Class A Ordinary Shares available for issuance, and 1,137,000 Warrantsnot subject to certain of the former Fusion Fuel Shareholders. Our Class B Ordinary Shares will be convertible at the option of the holders into an aggregate of 2,125,000 Class A Ordinary Shares at any time and from time to time, and all Class B Ordinary Shares not voluntarily converted will be automatically converted into Class A Ordinary Shares on December 31, 2023.outstanding awards, under our Plan. Further, we may issue additional ordinary sharesClass A Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding Warrants, or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

Our issuance of additional Class A Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

If the Class A Ordinary Shares or Warrants are de-listed from Nasdaq, we could face significant material adverse consequences.

We may be unable to maintain the listing of our Class A Ordinary Shares and Warrants on in the future. If Nasdaq delists our Class A Ordinary Shares or Warrants, we could face significant material adverse consequences, including:

The trading price of the Class A Ordinary Shares or Warrants may be volatile, and holders of the Class A Ordinary Shares or Warrants could incur substantial losses.

The stock market in general has experienced extreme volatility in the wake of the COVID-19 pandemicrecent times that has often been unrelated to the operating performance of particular companies.companies, including as a result of public health emergencies such as the COVID-19 pandemic. Military or other conflicts in Ukraine, the Middle East, Southwest Asia or elsewhere and other disruptions to the equity or debt capital markets, including as a result of inflation in the United States and elsewhere, have also led to increased volume and price volatility for publicly traded securities. As a result of this volatility, our shareholders may not be able to sell their Class A Ordinary Shares or Warrants at or above the price paid for such securities. The market price for the Class A Ordinary Shares and Warrants may be influenced by many factors, including the factors discussed elsewhere in this “Risk Factors” section and:

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price of the Class A Ordinary Shares and/or Warrants and trading volume could decline.

The market price for the Class A Ordinary Shares and Warrants depends in part on the research and reports that securities or industry analysts publish about us or our business. If industry analysts cease coverage of us, the trading price for the Class A Ordinary Shares and/or Warrants would be negatively affected. In addition, if one or more of the analysts who cover us downgrade the Class A Ordinary Shares and/or Warrants or publish inaccurate or unfavorable research about our business, the Class A Ordinary Share and/or Warrant price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for the Class A Ordinary Shares and/or Warrants could decrease, which might cause the Class A Ordinary Share and/or Warrant price and trading volume to decline.

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

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

Because we currently do not have plans to pay cash dividends on the Class A Ordinary Shares, you may not receive any return on investment unless you sell your Class A Ordinary Shares for a price greater than that which you paid.

We currently do not expect to pay any cash dividends on Class A Ordinary Shares. Any future determination to pay cash dividends or other distributions on Class A Ordinary Shares will be at the discretion of the board of directors and will be dependent on our earnings, financial condition, operating results, capital requirements, and contractual, regulatory and other restrictions, including restrictions contained in the agreements governing any existing and future outstanding indebtedness we or our subsidiaries incur, on the payment of dividends by our subsidiaries to us, and other factors that our board of directors deems relevant. As a result, you may not receive any return on an investment in the Class A Ordinary Shares unless you sell the Class A Ordinary Shares for a price greater than that which you paid for them.

Risks Relating to COVID-19

The ongoing COVID-19 pandemic may adversely affect Parent’s business, results of operations, and financial condition.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this Annual Report.

Although the COVID-19 pandemic has not had a material effect on Fusion Fuel’s business to date, we cannot assure you that it will not materially affect Fusion Fuel’s business in the future. Fusion Fuel has been and will continue monitoring and adjusting as appropriate its operations in response to the COVID-19 pandemic, noting that there have been no positive COVID-19 cases from any of the teams supporting Fusion Fuel projects or activities. Although Fusion Fuel has been able to maintain some of its operations during the pandemic and has maintained its engagements with suppliers, other operations have been delayed or suspended under applicable government orders and guidance, including delays or disruptions in Fusion Fuel’s research and development, sales, marketing, installation and operations and maintenance activities. Although Fusion Fuel’s affected manufacturing facilities continue to operate while these orders are in effect and Fusion Fuel’s business activities have not been materially impacted to date, Fusion Fuel cannot provide assurances that the COVID-19 pandemic or additional governmental actions in response thereto will not further impact operations. For example, if Fusion Fuel’s management, employees, contractors, customers or affiliates, such as the third party general contractors with which Fusion Fuel partners for installations, are affected by illness or by preventative measures such as social distancing, Fusion Fuel’s operations, demand for Fusion Fuel’s product, and installation, maintenance and oversight activities may be disrupted or Fusion Fuel may be required to incur additional costs in order to maintain operations. In addition, to the extent that any of Fusion Fuel’s employees separate from Fusion Fuel in response to the pandemic or governmental responses to the pandemic, it may be difficult or impossible to replace them. Additionally, operations that are not currently impacted could be delayed or suspended at any time in the event of changes to applicable government orders or the interpretation of existing orders.

Fusion Fuel may also experience delays from certain vendors and suppliers that have been affected more directly by COVID-19, which, in turn, could cause delays in the manufacturing and installation of Fusion Fuel’s Hydrogen Generators. It may not be possible to find replacement products or supplies, and ongoing delays could affect Fusion Fuel’s business and growth. Government orders in various jurisdictions have had the effect of disrupting the supply chain on which Fusion Fuel relies for certain parts critical to Fusion Fuel’s manufacturing and maintenance capabilities, which impacts both Fusion Fuel’s sale and installation of new products and Fusion Fuel’s operations and maintenance of previously-sold Hydrogen Generators.

Even if Fusion Fuel is able to identify alternate suppliers that are able to meet its needs, the international air and sea logistics systems have been heavily impacted by the COVID-19 pandemic. Air carriers have significantly reduced their passenger and air freight capacity, and many ports are either temporarily closed or have reduced their hours of operation. Actions by government agencies may further restrict the operations of freight carriers, which would negatively impact Fusion Fuel’s ability to receive the parts and supplies it needs to manufacture its Hydrogen Generators or to deliver them to customers. This may also interfere with Fusion Fuel’s ability to develop business outside of Portugal, as Fusion Fuel’s team will experience difficulty meeting new prospective clients and visiting and monitoring installations in jurisdictions that are accessible only by air travel.

Fusion Fuel’s installation operations have also been adversely impacted by the COVID-19 pandemic, and these adverse impacts may increase in severity or continue indefinitely, including following the lifting of “shelter in place” orders. For example, Fusion Fuel’s projects have experienced delays and may continue to experience delays relating to, among other things, shortages in available labor for design, installation and other work; the effects on the COVID-19 pandemic on suppliers in general but especially Fusion Fuel’s general contractors, their sub-contractors, medium-voltage electrical gear suppliers, and a wide range of engineering and construction related specialist suppliers on whom Fusion Fuel relies for successful and timely installations; the completion of work required by gas and electric utilities on which Fusion Fuel is critically dependent; necessary civil and utility inspections; and the review of Fusion Fuel’s permit submissions and issuance of permits with multiple authorities that have jurisdiction over Fusion Fuel’s activities. Additionally, Fusion Fuel has experienced delays and interruptions to its installation activities where customers have shut down or otherwise limited access to their facilities. This may continue to affect Fusion Fuel’s ability to install its systems or increase in severity as the pandemic continues to affect key markets.

Fusion Fuel is not the only business impacted by these shortages and delays, which means that Fusion Fuel may in the future face increased competition for scarce resources, which may result in continuing delays or increases in the cost of obtaining such services, including increased labor costs and/or fees to expedite permitting. Additionally, while construction activities have to date been deemed “essential business” and allowed to proceed in many jurisdictions, Fusion Fuel has experienced interruptions and delays caused by confusion related to exemptions for “essential business” amongst suppliers and their sub-contractors. Future changes in applicable government orders or regulations, or changes in the interpretation of existing orders or regulations, could result in reductions in the scope of permitted construction activities or prohibitions on such activities. An inability to install Fusion Fuel’s Hydrogen Generators would negatively impact Fusion Fuel’s acceptances, cash and revenue.

Fusion Fuel cannot predict at this time the full extent to which COVID-19 will impact its business, results and financial condition, which will depend on many factors. These include, among others, the extent of harm to public health, the willingness of Fusion Fuel’s employees to travel and work in Fusion Fuel’s manufacturing facilities and at installation sites even if permitted to do so, the disruption to the global economy and to Fusion Fuel’s potential customer base, impacts on liquidity and the availability of capital, and governmental actions taken in response to the pandemic. Fusion Fuel is staying in close communication with its manufacturing facilities, employees, customers, suppliers and partners, and acting to mitigate the impact of this dynamic and evolving situation, but there is no guarantee that Fusion Fuel will be able to do so.

General Risks

As a foreign private issuer, we are exempt from a number of rules under the Exchange Act, we are permitted to file less information with the SEC than domestic companies, and we will be permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions. Accordingly, there may be less publicly available information concerning us than there is for issuers that are not foreign private issuers.

As a foreign private issuer, we are exempt from certain rules under the Exchange Act, including certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act, our board of directors, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act, and we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers. Foreign private issuers are also not required to comply with Regulation FD, which restricts the selective disclosure of material non-public information. Accordingly, there may be less publicly available information concerning us than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

In addition, certain information may be provided by us in accordance with Irish law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, under Nasdaq rules we are subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of certain of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements.Nasdaq. We currently do not, and currently do not intendhave elected to follow any Irish corporate governance practices under Irish law in lieu of the requirements of Nasdaq corporate governance rules, but we cannot assure you that this will not change after consummationRule 5635(c) and 5635(d)(2), which require companies to obtain shareholder approval prior to the issuance of securities to officers, directors, employees or consultants under certain circumstances and when it seeks to engage in a transaction, other than a public offering, involving the sale, issuance or potential issuance of ordinary shares, which alone or together with sales by officers, directors or substantial shareholders of the Transactions. If we determine to followcompany, equals 20% or more of the ordinary shares or 20% or more of the voting power outstanding before the issuance at a price below a certain price indicated in such Nasdaq Rule. Irish corporate governancelaw and generally accepted business practices in lieu of Nasdaq corporate governance standards, we will disclose each Nasdaq rule that weIreland do not intend to follow and describe the Irish practicerequire that we will follow in lieu thereof.

Parent is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Class A Ordinary Shares less attractive to investors.

Parent is an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, Parent is only required to provide two years of audited financial statements and only two years of related selected financial data and management discussion and analysis of financial condition and results of operations disclosure. In addition, Parentshareholders approve such transactions. Accordingly, shareholder approval is not required to obtain auditor attestationfor these types of its reporting on internal control over financial reporting, has reduced disclosure obligations regarding executive compensation and is not required to hold non-binding advisory votes on executive compensation. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Parent has elected to take advantage of such extended transition period. Parent cannot predict whether investors will find the Class A Ordinary Shares to be less attractive as a result of its reliance on these exemptions. If some investors find the Class A Ordinary Shares to be less attractive as a result, there may be a less active trading market for the Class A Ordinary Shares and the price of the Class A Ordinary Shares may be more volatile.transactions by Parent.

Parent will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which Parent has total annual gross revenue of $1.07 billion; (ii) the last day of Parent’s fiscal year following the fifth anniversary of the date on which HL consummated its initial public offering; (iii) the date on which Parent issues more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Parent Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

We will incur significant costs and devote substantial management time as a result of being subject to reporting requirements in the United States, which may adversely affect the operating results of Parent in the future.

As a company subject to reporting requirements in the United States, we will incur significant legal, accounting and other expenses that Parent would not have incurred as a private Irish company. For example, Parent will beis subject to the reporting requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements will increaseincreases Parent’s legal and financial compliance costs and will makemakes some activities more time consuming and costly, while also diverting management attention. In particular, Parent expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when it is no longer an emerging growth company as defined by the JOBS Act.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

Effective internal controls over financial reporting are necessary for us to provide reliable and accurate financial reports and effectively prevent fraud. Our compliance with the annual internal control report requirement will dependdepends on the effectiveness of our financial reporting and data systems and controls. Inferior internal controls increase the possibility of errors and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital.

In addition, our internal control systems rely on people trained in the execution of the controls. LossThe loss of these people or our inability to replace them with similarly skilled and trained individuals or new processes in a timely manner could adversely impact our internal control mechanisms.

Future changes in U.S. and foreign tax laws could adversely affect us.

The U.S. Congress, the Organisation for Economic Co-operation and Development, and government agencies in jurisdictions where we and our affiliates do business have focused on issues related to the taxation of multinational corporations. In particular, specific attention has been paid to “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in Ireland, Portugal and other countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such change could adversely affect us.

Our business may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect our business.

The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our operations may be materially adversely affected.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Parent was incorporated in Ireland on April 3, 2020 as a private limited company under the name Dolya Holdco 3 Limited. On July 14, 2020, Parent effected a name change to Fusion Fuel Green Limited. On October 2, 2020, Parent converted into a public limited company incorporated in Ireland under the name “Fusion Fuel Green PLC.”

On December 10, 2020, Parent consummatedcompleted a business combination pursuant to that certain Amended and Restated Business Combination Agreement (“Business Combination Agreement”), which Parent entered into on August 25, 2020, with HL Acquisitions Corp. (“HL”), Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (now known as Fusion Fuel Portugal, S.A., “Fusion Fuel Portugal”), Fusion Fuel Atlantic Limited, a British Virgin Islands company and wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Fusion Fuel Portugal (“Fusion Fuel Shareholders”). Pursuant to the Business Combination Agreement, (i) Merger Sub merged with and into HL (the “Merger”), with HL being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Parent, and (ii) Parent acquired all of the issued and outstanding shares of Fusion Fuel Portugal (the “Share Exchange,” and together with the Merger, the “Transactions”), resulting in Fusion Fuel Portugal and Merger Sub pursuant toHL becoming wholly-owned subsidiaries of Parent and the Business Combination Agreement.securityholders of Fusion Fuel Portugal and HL becoming securityholders of Parent. Immediately following the closing of the Transactions, Parent consummated the closing of a series of subscription agreements with accredited investors (“PIPE Investors”) for the sale in a private placement of 2,450,000 Class A Ordinary Shares in an aggregate investmentat a price of $10.25 per share for gross proceeds to Parent of approximately $25.1 million.million (the “PIPE”). Following the Transactions, HL was dissolved. On April 21, 2021, we formed our U.S. subsidiary, Fusion Fuel USA, Inc.

Prior to the Transactions, Fusion Fuel Portugal was a subsidiary of Negordy Investments, S.A. (formerly Fusion Welcome,Welcome) (“Negordy”), a European leader in concentrated photovoltaic technology (“CPV”) technology. Since 2008, Fusion Welcome has installed over 20 solar CPV plants throughout Europe and the MENA (Middle East and North Africa) region, and over time became the leading CPV solar solution provider in Europe. The management team also developed relationships with key stakeholders throughout the energy, regulatory, and commercial spheres. Recognizing the potential of Green Hydrogen,green hydrogen, the management team of Fusion WelcomeNegordy launched a subsidiary, Fusion Fuel Portugal, in July 2018, to begin R&D of an alternative to Brown and Grey Hydrogen, with the goal of minimizing the associated carbon footprint, and to provide a market solution for meeting emissions reduction targets.

Starting with the principle of recovering waste heat from the solar energy conversion process, Fusion Fuel created a miniaturized PEM electrolyzer, the HEVO, which could be attached to the back of the CPV solar modules, creating a single solar to green hydrogen system, which was subsequently externally validated by an independent laboratory in Portugal, the ISQ. This combination of CPV solar modules and HEVOs was the Company´s first product and was called the HEVO-Solar. In 2023, the Company began commercializing the HEVO-Chain solution. This product is built around the concept of the HEVOs working in sequence, making it easily scalable, and allowing it to explore possibilities to use thisoperate with any type of electrical energy to generate Green Hydrogen.input. However, Fusion Fuel Portugal’s technologyhas since shifted its offering to focus solely on the HEVO-Chain solution for any new proposals to clients given it is significantly easier to install and license, its lower space requirements and the fact that it can be used with any power input.

Until mid-2023, Fusion Fuel´s commercial focus was independently validated byon regions with very high solar irradiation levels. With the technology department from Lisbon’s Instituto Superior de Técnico (the “University”). The University produced a study commissioned by GALP, a major Portuguese oil and gas multi-national company. The purposelaunch of the study wasHEVO-Chain suite, the target addressable market has substantially grown and no longer needs to perform a technological assessment of the viability of Fusion Fuel Portugal’s Hydrogen Generator.be limited to regions with high solar irradiation levels. The study foundCompany has principally focused on European projects given that the Hydrogen Generator’s system presented a “differentiating advantage”product is designed for compliance with its technology as it haslocal certifications and during 2024 will evolve the typical characteristics of a conventional PEM (polymer electrolyte membrane) electrolyzer, but with a reduced size that is compactoffering to also be suitable for use in North America and integrated in a concentrator photovoltaic system. The reduced size of the electrolyzer allows for thermal and electrical integration through solar concentration directly in the cell. In other similar technologies, the concentrator photovoltaic system is not conducted within the cell. The University study acknowledges that the Hydrogen Generator was built with all of the appropriate materials available on the market and that the integration of the solar photovoltaic concentration system with the DC-PEHG electrolyzer seems well achieved. Fusion Fuel Portugal did not commission or fund any portion of this study, nor did Fusion Fuel Portugal have any role in selecting the professor that conducted the study, and has obtained permission to use the results of the study.Australia.

Fusion Fuel has a multi-faceted market approach; 1) Fusion Fuel is readyan electrolyzer technology supplier to bring its proprietarythird party led and owned projects, 2) Fusion Fuel provides engineering and procurement services for developers building hydrogen plants, and 3) in Iberia, Fusion Fuel also creates future hydrogen plants, structured in fully owned SPVs, with the aim to sell these projects and SPVs to infrastructure asset managers before construction begins.

Evora

Fusion Fuel’s first solar-to-green hydrogen plant, H2Evora, consists of 15 HEVO-Solar generators with the latest generation of Fusion Fuel’s HEVO micro-electrolyzer. H2Evora also includes state-of-the-art hydrogen purification, compression, and storage systems, as well as a Ballard Power Systems fuel cell to convert the green hydrogen into electricity to be fed into the national grid.

The H2Evora plant is also Fusion Fuel´s full size demonstration and R&D plant. When new versions of technology developments need to be tested at scale, this is the site where those activities are carried out. The plant has produced hydrogen on and off since the fourth quarter of 2021 and has seen various moments of upgrade and new technology installation. The plant is currently awaiting connection to the marketgrid for the sale of electricity from its fuel cell. However, while waiting for this to occur, when desired for product testing or validation, it is able to operate with the onsite solar panels and temporary generator for balance of plant requirements. Most recently the plant has seen the installation of three HEVO-Chain cube elements in addition to its 15 HEVO-Solar units for system integration testing.

Benavente

In the second quarter of 2021, we purchased a 14,000m³ factory in Benavente, Portugal for €5.0 million, inclusive of taxes. The renovations of the facility in Benavente, which began in late 2021, were completed in the first quarter of 2022. The second quarter of 2022 marked the start of the first production lines at our Benavente facility. This was a major milestone for Fusion Fuel and for Iberia, as the first industrial electrolyzer production to go live across Portugal and Spain. Our vision for Benavente is for it to be an industry-leading, state-of-the-art electrolyzer manufacturing facility, using automation and robotics wherever possible to improve the efficiency of production. In line with our efforts to be a leading clean energy company, we partnered with Helexia to install 1 MW of solar power on the roof of Benavente, which will not only reduce our carbon footprint, but will also lower our production costs given the exceedingly high cost of energy today.

In the fourth quarter of 2022, we announced the completion of our planned sale and leaseback of the Benavente electrolyzer manufacturing factory to CORUM Eurion, an ESG certified real estate investment fund managed by CORUM Asset Management. The €9.3 million transaction generated net proceeds of nearly €7.5 million after extensive production researchcertain holdbacks and testing, including external Green Hydrogen purity testing by LAQV Requimte Laboratorydeposits for the lease-back contract. The proceeds have been and will continue to confirm it can be used for all major industrial purposes and targeted key markets.by us to further the buildout of the Benavente factory, fund the development of Fusion Fuel owned projects and HEVO-Chain technology, and for general corporate purposes.

During 2023, the Benavente facility also began the first production of Fusion Fuel’s 4^th generation HEVOs and the HEVO-Chain cube solution. This will be the solution produced for 2024 whereby the HEVO will be encased in dedicated cube structures or in containers depending on project requirements – the full solution will be developed, assembled and tested in Benavente before being shipped to clients and projects.

Iberian Activities

As of the end of 2023, Fusion Fuel has been contracted to provide its electrolyzer technology for five green hydrogen projects in Iberia, all of which include additional components of engineering and procurement services. The projects range from 300 kW to 1.25 MW of electrolyzer capacity and the engineering and procurement services range from providing engineering designs and specifications, providing the balance of plant equipment, all the way to full EPC services and turnkey project delivery.

In Portugal, all projects with government support or grants are required to undertake a tender process for the contracting of equipment or services, and this is currentlysomething that the Fusion Fuel commercial team actively engages on. As of end of March 2024, Fusion Fuel has five tender process proposals outstanding with prospective clients, some of which are awaiting client decision regarding partnership selection or in other cases on whether the project will proceed to the construction phase. It is expected that most of the potential sales in Portugal in the coming years will be through these processes. Often the tenders require a complete package proposal as opposed to the provision of specific equipment (e.g. standalone electrolyzer systems). This is where Fusion Fuel´s full offering capabilities create a significant advantage for the Company.

Fusion Fuel has developed a series of projects in Portugal for which we aim to secure key elements that make a project viable such as land, grant, permits, and potentially offtake agreements, before selling the project to a third party who will then make the capital investment to begin construction. Below is the overview of the projects that Fusion Fuel has in its portfolio in Portugal, all of which are 100% owned by Fusion Fuel at this time:

Fusion Fuel is in discussions and negotiations with various parties regarding the sale and/or an investment commitment for these projects, noting that it is likely that the Sines I, II and III projects will be undertaken with one single partner. For these projects, we aim to secure a provision contract with the final investor, whether with electrolyzer provisions, engineering or procurement services, or all three for certain cases.

In Spain, Fusion Fuel has multiple ongoing projects and also has a 50:50 joint venture with local developers called Fusion Fuel Spain. However, we do not expect to be developing its first Green Hydrogen plantnew wholly owned hydrogen projects in Evora,Spain and going forward intend to mainly focus on delivering equipment and services to third party plants in the country.

Fusion Fuel has the only electrolyzer manufacturing facility in Portugal and one of the largest and most varied portfolios of green hydrogen projects in the country. We fully expect to be one of the leading companies in the hydrogen sector in Portugal, and potentially Spain. Both countries have significant renewable energy advantages that make them particularly suitable to produce green hydrogen.

Other Markets

United States and North America

Passage of the Inflation Reduction Act (“IRA”) in the United States on August 16, 2022 positively impacted our outlook and business. The financial incentives of the IRA, in particular the $3/kg production tax credit, has made green hydrogen competitive with grey hydrogen. Considering these tailwinds, we have communicated our intention to accelerate our growth strategy into North America, with a total valuefocus on building partnerships to cover this strategic market.

To that end, Fusion Fuel entered into a partnership with Electus Energy in 2022 for a large-scale plant being developed in California. Most recently, the Company has engaged with Electus Energy on potential smaller projects currently under development in North America. In mid-2023, Fusion Fuel also entered into a partnership with Elemental Energy, a US development company led by two previous members of Fusion Fuel´s executive committee. This partnership allows Fusion Fuel to hold a minority stake in Elemental Energy of approximately 5%, but does not include management or board representation in the company.

In addition to the above, Fusion Fuel has also made proposals for both engineering services and electrolyzer systems for projects in North America for new prospective clients. We expect this to continue and will look to develop relationships and partnerships that allow us to grow our reach into the North American market with modest incremental costs. In preparation for projects in the North American market, we expect to receive the certification of the projectHEVO-Chain solution for use in both the United States and Canada during 2024.

Europe

In Europe, we continue to see an increased push to make the transition to green hydrogen a reality and a priority for most countries, with the continued launch of approximately €4.5 million. The financingfurther grant programs across most countries as well as the launch of the European Hydrogen Bank. In addition, in 2024 the European Commission also approved the next wave of “Important Projects of Common European Interest” (IPCEI), all focused around the energy transition movement and green hydrogen. Europe was the first region to truly push the transition to green hydrogen and is now in a position where many of the ingredients required for the execution of projects are in place. Therefore, we continue to expect a very significant portion of our business volume in the coming years to come from this region.

The past years have seen various European countries establishing the regulations and certificate of origin framework required to truly implement a widespread green hydrogen economy. With these moves, we have seen substantial increased momentum in the design, build-up and commitment going into new hydrogen projects. This is further supported by the continued desire to change the energy mix used in Europe and reduce the dependency on foreign energy sources.

We continue to strive to reach markets beyond Portugal and Spain and expect to deliver the first project to an Italian client in 2024. This first project is a 1 MW plant at Duferco’s industrial facility in Giammoro, Sicily, which will produce an estimated 46 tonnes of green hydrogen per annum and is expected to includebe developed in 2024. In addition, we continue to provide offers and proposals to further projects across Italy, France and Northern Europe.

Commercialization

In 2023, we delivered the first full plant to a grant fromclient, the Portuguese DepartmentExolum Torrejon plant in Madrid. We also started the delivery of Energy, whichservices, materials and equipment for CSIC and for a building materials company, both projects being located in Spain. The Exolum project uses the HEVO-Solar solution, the CSIC project will use a mix of HEVO-Solar and HEVO-Chain equipment, and the third project is a pure HEVO-Chain project. For all three projects, Fusion Fuel Portugal appliedundertook a substantial amount of the engineering work required for on August 6, 2020. In addition,project completion and is providing the balance of plant equipment as well.

We expect most projects in the coming years to use a combination of Fusion Fuel has begun business development in Southern Europeequipment as well as services for 10 MW projects and below. The ability to engage with a client beyond the Middle East and North Africa (“MENA”) region. In March 2021,electrolyzer provision is a key differentiator for Fusion Fuel changed its name fromas most other projects of this dimension are led by developers with limited gas handling experience and therefore need significant support to design a safe plant and to outline the full specifications a plant needs. For larger projects, there are several large engineering firms that provide this role but they mainly focus on projects significantly larger than 10 MW. 

Given the different regulations and requirements across the various countries in Fusion Welcome – Fuel, S.A.Fuel´s target addressable market, we expect to engage with local integrators and EPC companies where Fusion Fuel Portugal, S.A.does not have the local engineering knowledge or experience. This can be seen in our collaboration with Duferco in Italy, but also in other projects with firms across North America, Israel and Northern Europe.

Going forward, Fusion Fuel will no longer be commercializing the HEVO-Solar solution, focusing instead on HEVO-Chain for any new projects and plants. The HEVO-Chain continues to use the same HEVO miniaturized PEM electrolyzer as the HEVO-Solar but is more versatile in its implementation, allowing for the use of any power source as well as a significantly easier licensing process given its smaller footprint.

Corporate Information

Parent serves as a holding company for Fusion Fuel Portugal and its subsidiaries. Parent’s principal executive office is located at 10The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 T380,YX28, Ireland. Parent’s telephone number is +353 1 920 1000.

The SEC maintains an internet site (http://www.sec.gov) that contains report, proxy, and information statements and other information regarding issuers that file electronically with the SEC. Such information can also be found on Parent’s website (https://www.fusion-fuel.eu/). The information on or accessible through our website is not part of this Annual Report.

B. Business Overview

Fusion Fuel’s Vision

Fusion Fuel’s mission is to produce hydrogen with zero carbon emissions, thereby contributing to a future of sustainable and affordable clean energy and the reversal of climate change. Fusion Fuel produces Green Hydrogen with components built in-house and in partnership with MagP, an entity that is majority-owned by Fusion Welcome, one of our shareholders, and using the know-how and accumulated experience of its team’s strategic and continuous investment in research and development (“R&D”) around solar technologies. Hydrogen is a critical component in oil refining and ammonia production, century-old industries that account for most of the carbon emissions worldwide, and Fusion Fuel’s efficient solution allows Green Hydrogen to compete with other energy sources in an economically viable way.

Fusion Fuel has developed and tested the DC-PEHG that produces Green Hydrogen at one of the highest efficiency ratios and at the most competitive cost (€/Kg) in the Green Hydrogen industry. The DC-PEHG uses solar energy to split water molecules into hydrogen and oxygen through a proprietary photon-electrochemical process. The process is coupled with a solar concentration system that harnesses solar energy for electricity and heat, which we refer to as concentrated photovoltaic technology or “CPV” technology. This coupled approach for generating hydrogen significantly increases the total system efficiency, results in a low cost per kilogram of hydrogen produced, and benefits from the high automation level of mass producing the DC-PEHG. Fusion Fuel uses this process to extract hydrogen from water molecules without the creation of any carbon emissions and with oxygen as the only biproduct. Therefore, the output is designated Green Hydrogen, which is hydrogen created in a fully carbon-free process, as opposed to the traditional methods of creating hydrogen which produce upwards of 9 tons of carbon emissions for every ton of hydrogen produced (designated as “Brown Hydrogen”). The development of this highly efficient combination of the DC-PEHG and CPV technology to create the “Hydrogen Generator” places Fusion Fuel in a key position in the strategic and long-term plans of the Portuguese and European Governments to reduce carbon emissions and achieve a carbon neutral state by 2050.

The DC-PEHG has been internally tested and validated in small-scale outdoor operation and in laboratory conditions. It has been tested in continuous and intermittent operation conditions with negligible degradation. Fusion Fuel has completed the necessary adaptations to implement the CPV technology in the Hydrogen Generator, which adaptations have been internally tested. At this time, Fusion Fuel produces the DC-PEHG using a manual production process. In order to be able to mass produce the Hydrogen Generator, Fusion Fuel must invest in the equipment and machinery necessary to convert production of the DC-PEHG from a manual production process to an automated assembly process, which Fusion Fuel plans to develop in the second half of 2021. Until then, the Hydrogen Generators will be produced using a small-scale manual production line for the DC-PEHG component and will use the existing semi-automated production line for the CPV modules and trackers.

Fusion Fuel’s business plan includes the sale of technology to parties interested in generating Green Hydrogen at an attractive cost (including to natural gas networks, ammonia producers, oil refineries, and other similar customers), the development of hydrogen plants to be operated by Fusion Fuel and active management of the portfolio of such hydrogen plants as assets, and the sale of Green Hydrogen as an output with pre-defined Hydrogen Purchase Agreements (“HPAs”). Fusion Fuel will initially focus on development in Portugal, Southern Europe and Morocco, but hopes to expand beyond this region as it believes the market potential is substantial in countries with high solar irradiation levels. Fusion Fuel believes that the significant growth and momentum of the hydrogen market will continue to increase as awareness of Green Hydrogen increases and as carbon emission taxes are charged on traditional hydrogen creation methods.

Recent Developments

Business CombinationOn February 16, 2024, the Company announced that it had received notification from the European Commission that the Company’s HEVO-Portugal project was among 33 entities selected for approval under the Important Projects of Common European Interest (“IPCEI”) Hy2Infra program. The Company’s €650 million, 630 MW project is to be developed in Sines, Portugal, and would produce 62,000 tonnes of green hydrogen per annum. A portion of the green hydrogen is expected to be used in the production of green ammonia and exported from the Port of Sines to the Port of Rotterdam in the Netherlands. The balance would be consumed by industrial customers in the domestic Portuguese market. The IPCEI approval positions Fusion Fuel and its partners to commence funding negotiations with the relevant government stakeholders, as well as with the European Investment Bank, which has committed to providing financing and advisory support to those projects selected for public funding.

On December 10, 2020, Parent completed a business combination pursuant to the

B. Business Combination Agreement, which Parent entered into on August 25, 2020, with HL, Fusion Fuel Portugal, Merger Sub, and the former Fusion Fuel Shareholders. Pursuant to the Business Combination Agreement, on December 10, 2020 (i) the Merger occurred, whereby Merger Sub merged with and into HL, with HL being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Parent, and (ii) the Share Exchange occurred, whereby Parent acquired all of the issued and outstanding shares of Fusion Fuel Portugal, resulting in Fusion Fuel Portugal and HL becoming wholly-owned subsidiaries of Parent and the securityholders of Fusion Fuel Portugal and HL becoming securityholders of Parent. Immediately following the closing of the Transactions, Parent consummated the closing of a series of subscription agreements with the PIPE Investors for the sale in a private placement of 2,450,000 Class A Ordinary Shares at a price of $10.25 per share for gross proceeds to Parent of approximately $25.1 million.

COVID-19

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets.

The COVID-19 pandemic has not had a material effect on Fusion Fuel’s business, but we cannot assure you that it will not materially affect Fusion Fuel’s business in the future. Although Fusion Fuel has been able to maintain some of its operations during the pandemic and has maintained its engagements with suppliers, other operations have been delayed or suspended under applicable government orders and guidance, including delays or disruptions in Fusion Fuel’s research and development, sales, marketing, installation and operations and maintenance activities. Further although Fusion Fuel’s affected manufacturing facilities continue to operate while these orders are in effect and Fusion Fuel’s business activities have not been materially impacted to date, Fusion Fuel cannot provide assurances that the COVID-19 pandemic or additional governmental actions in response thereto will not further impact operations. Fusion Fuel has been and will continue monitoring and adjusting as appropriate its operations in response to the COVID-19 pandemic.Overview

Recognition by Local Authorities and Main Energy StakeholdersAbout Fusion Fuel

Fusion Fuel Portugalis committed to accelerating the energy transition and decarbonizing the global energy system through the design and development of innovative green hydrogen solutions. Fusion Fuel has been collaborating withcreated a revolutionary miniaturized PEM electrolyzer design – the Portuguese Department of EnergyHEVO – and the Secretariat of State on Portugal’s contribution to the European commitment tomodular, building-block architecture, unlocking a material cost advantage in small-to-midscale green hydrogen economy since the summer of 2019. The Portuguese Department of Energy issuesprojects and enabling decentralized hydrogen production licenses, and will establish and manageend-use, avoiding the tariffs and subsidies around Green Hydrogen production. Portugal has identified Green Hydrogen as a key pillar in its strategy to decarbonizeneed for costly infrastructure buildout.  

The Company’s unique competitive advantage is based on the Portuguese economy and several offollowing core attributes, which collectively underpin Fusion Fuel Portugal’s projects are explicitly referencedFuel’s differentiated positioning in the Portuguese Government’s Strategic Roadmap for Hydrogen, which reviews projects deemed important to foster hydrogen technology as a significant energy carrier by 2050. We believe this indicates the importance of Fusion Fuel Portugal’s projects to Portugal’s Hydrogen Strategy (as defined below).marketplace:

On September 25, 2019, Fusion Fuel Portugal first presented to the Portuguese Department of Energy for its consideration a proposal to create Portugal’s first strategic Green Hydrogen production facility in the region of Evora, Portugal (the “Evora Project”). Around this time, Fusion Fuel Portugal also applied for a €1,500,000 grant from FAI (as defined below) for the Evora Project, and subsequently submitted hydrogen production license requests to the Department of Energy for the Evora Project. On October 28, 2020, Fusion Fuel Portugal was issued a production license for the first phase of the Evora Project.

In February 2020, Fusion Fuel Portugal was one of the primary Portuguese companies invited to join the Secretary of State for Energy on a Green Hydrogen fact-finding trip to Japan. During the first half of 2020, Fusion Fuel Portugal joined industry workshops and discussions with the Department of Energy on the Hydrogen Economy in Portugal. These activities were part of the government’s preparation and information-gathering process to draft Portugal’s Hydrogen Strategy which was first made public in May of 2020.

Fusion Fuel Portugal has been recognized as a strategic firm in Portugal’s national strategy forFuel's mission is to provide the world with innovative green hydrogen aimed at generating a €7 billion investment into Green Hydrogen oversolutions that accelerate the next ten years (“Portugal’s Hydrogen Strategy”), which included specific mentiontransformation of the Evora Projectglobal energy sector and enable the DC-PEHG. Fusion Fuel Portugal has also applied to be partsustainable reduction of Portugal’s National Agency for Innovation which, if granted, could present Fusion Fuel Portugal with several investment and grant application options.

Description of Grant and Status Applications

Fusion Fuel Portugal applied in May of 2020 forcarbon emissions. As a €1.5 million grant from the FAI to support the development of the Evora Project, which is intended to serve as the demonstration project for large scale Green Hydrogen production, Green Hydrogen efficiency at an industrialized level and testing the output for mixing Green Hydrogen into the natural gas network and for conversion of Green Hydrogen into electrical energy to be fed into the electrical grid. Grants have not been issued to Fusion Fuel Portugal under the FAI program yet.

As of June 19, 2020, Fusion Fuel Portugal has been recognized as a “Company of Competence in Research & Developmentcritical input in the Technical-Scientific Management of Energy, Production Technologiesrefining and Processes, and Product Industry Technologies” by ANI. This recognition has only been given to around 240 companies across Portugal. In addition to recognizing Fusion Fuel Portugal’s capabilities and expertise, this recognition by ANI also provides Fusion Fuel Portugal and its Portuguese investors with tax benefits under the Portuguese tax program SIFIDE II (Sistema de Incentivos Fiscais em Investigação e Desenvolvimento Empresarias II). SIFIDE II allows entities to deduct up to 82% in corporate taxes for research and development expenses, which includes personnel, equipment, materials patent filings, testing, among other expenses.

Fusion Fuel Portugal has also been in discussions with the Department of Energy for its approval of its Sines 1-5 projects (the “Sines 1-5 Projects” and each a “Sines Project”)ammonia production sectors, hydrogen is an important commodity for the developmentglobal industrial economy. However, conventional production of Green Hydrogen in Sines, Portugal. Part ofhydrogen, typically via steam methane reforming or coal gasification, is highly carbon intensive. Fusion Fuel’s innovative green hydrogen solutions unlock the production of Green Hydrogen as an output incost competitive green hydrogen, positioning the Sines Projects will likely go towardsCompany to help decarbonize hard-to-abate legacy sectors like refining and ammonia production, while also fueling the mixing of Green Hydrogen with natural gas through the existing gas lines in Sines, Portugal, which requires the approvalgrowth of the Department of Energy. The Sines 1-5 Projects are expected to be developed from 2021-2025, with one Sines Project being developed each year,emerging hydrogen economy, in particular the mobility, gas blending, and each Sines Project is expected to run for 25 years. Each Sines Project will have a hydrogen purchase agreement outlining the set price for the output of Green Hydrogen from its facilities for the first 15 years of operations. The hydrogen purchase agreements are under discussions with potential Hydrogen purchasers. Fusion Fuel Portugal has given presentations on the Evora Project and the Sines 1-5 Projects at various webinars at the request of the Department of Energy to promote Portugal’s Hydrogen Strategy.

Fusion Fuel Portugal plans to collaborate on one of Europe’s flagship hydrogen projects, Green Flamingo. The Green Flamingo project includes several government and private partners representing a total investment of €3.5 billion in Green Hydrogen. The Portuguese government intends to jumpstart the Portuguese hydrogen industry by creating the necessary infrastructure for hydrogen production, transportation, and distribution by leveraging existing local hydrogen demand and production in the port of Sines, Portugal through projects like Green Flamingo. We believe Fusion Fuel Portugal is the best positioned company in Portugal to support this initiative. Green Flamingo provides potential opportunities to Fusion Fuel, as it will create a higher demand for Green Hydrogen and there is a possibility that this project will provide Fusion Fuel with access to hydrogen markets in Northern Europe (whether for the sale of Green Hydrogen as an output or the sale of Fusion Fuel’s hydrogen technology). Fusion Fuel has had several discussions with the leaders of the other project consortiums being planned for Sines, Portugal to discuss potential cooperation between the projects but these have only been preliminary discussions.

On July 17, 2020, Fusion Fuel Portugal formally submitted its expression of interest to participate in the “Hydrogen for Climate Action,” recognized by the European Commission as an Important Project of Common European Interest (“IPCEI”). In the submission, Fusion Fuel Portugal has proposed to include its Evora Project and Sines 1-5 Projects in the Hydrogen IPCEI, requiring the creation of an additional assembly plant for such projects and the hiring of a workforce to support the assembly plant. On July 19, 2020, Fusion Fuel Portugal’s submission was selected for acceptance into Portugal’s submission to the European Union for consideration for the launch of a Portuguese Hydrogen IPCEI. There is no guaranty that Fusion Fuel Portugal will be awarded a place in the final Hydrogen IPCEI, if it is created for Portugal.

Fusion Fuel Portugal also submitted a project in December 2020, together with Grupo Industrial CL, to the Spanish Resilience Fund for a large-scale synthetic fuel plant using Green Hydrogen from Fusion Fuel and captured carbon emissions from Grupo Industrial CL’s Balboa Steel Mill. This project is for the potential delivery of up to 14,000 tons of Green Hydrogen per year using Fusion Fuel’s technology.

In 2021, Fusion Fuel has entered into Memoranda of Understanding (“MOU”) with respect to several projects in Spain including a Green Hydrogen plant to supply refueling stations (50-100 tons of Green Hydrogen per year)) and a synthetic fuel plant using captured carbon from the Magnesitas mining operations (14,000 tons of Green Hydrogen per year), a green ammonia project in Sines (10,000 tons of Green Hydrogen per year), Portugal and a demonstration plant in India (10-20 tons of Green Hydrogen per year). Apart from the demonstrator plant in India the remaining project start dates are still to be determined.

One such project is a partnership with EREE Desarrollos Empresariales SL (“EREE”), a developer of large-scale solar projects and waste-to-gas technology in Spain. Fusion Fuel and EREE will jointly develop and install Green Hydrogen plans in Spain using Fusion Fuel’s micro-electrolyzer technology. Fusion Fuel and EREE have committed to producing 14,000 annual tons of renewable hydrogen, which, in combination with carbon dioxide emitted by Siderúrgica Balboa, will lead to an approximate production of 35,000 tons of synthetic fuels. The MOU with EREE is non-binding and each party will bear its own costs and expenses.

In a second non-binding MOU, Fusion Fuel entered into a strategic partnership with Climate Change Ventures (“CCV”), wherein Fusion Fuel agreed to supply equipment for hydrogen projects originated and introduced by CCV and CCV agreed to assist Fusion Fuel in securing committed financing for the development of Green Hydrogen plants in projects originated and introduced by Fusion Fuel. CCV’s fees under the MOU will be based on a percentage of the aggregate value of the project.industrial heating sectors.

Business Strategy & Vision

Fusion Fuel aims to enable meaningful emissions reductions through viable economic means using Green Hydrogen.green hydrogen. In doing so, Fusion Fuel believes it can become a major player in the global hydrogen economy over the next 10ten years.

Since its inception, Fusion Fuel aims to develophas developed a robust technology sale and project development pipeline in Southern Europe, beginning with Portugal and the MENA regionSpain, as a first phase in its strategythe execution and then methodically expand into northern and central Europe, and eventually the rest of the world.Company’s commercial strategy. Further growth within adjacent European markets, as well as expansion into other strategic markets globally, including Australia and North America, represents the next phase in the Company’s evolution.

In addition to possessing market-leading, proprietary electrolyzer technology, Fusion Fuel benefits from a complementary service proposition that positions it as a unique provider of end-to-end green hydrogen solutions, helping differentiate the Company from other competitors in the market.

Fusion Fuel Business Lines

Fusion Fuel’s Hydrogen GeneratorHEVO based technology is expected to be a leading product in the industry for generating cost-effective Green Hydrogen that is competitively priced with Brown Hydrogengreen hydrogen in Europe.the markets and segments in which it seeks to operate. In addition, the Fusion Fuel team collectively has vastextensive experience in establishing and operating sustainable energy and gas plants, as well as relationships with many sustainable energy stakeholders and hydrogen users (ranging from natural gas networks and grids, oil refineries, ammonia producers, regulators and related government departments). Fusion Fuel is focused on twothe following three core business lines that build on its Hydrogen Generator, as well as a R&D team.hydrogen generator:

Fusion Fuel’s industry and business require continuous innovation and improvement. To this end, the R&D team has already designed the next two generations of the Hydrogen Generator which willHEVO hydrogen generator to be developed. This innovation aims at not only improving the efficiency of the product, but also reducing the costscost of production. Continuous R&D is a core part of the ongoing strategy for the firm.

Business Organization

Fusion Fuel Portugal, along with its subsidiaries Fusion Cell Evora, Unipessoal LDA, Fusion Cell Evora II, Unipessoal LDA, and Fusion Fuel USA, Inc. manage all functions of Fusion Fuel’s Green Hydrogen Technology business line, including production of the technology, business development and R&D. In the upcoming year, Fusion Fuel intends to also operate production plants for Green Hydrogen, which will be another function within the business.

The Technology

Fusion Fuel has created the DC-PEHG, which is an electrolyzer that is directly attached to a module of extremely high solar concentration radiation (x1’400), and a larger frame with motors to follow and track sunlight, thereby creating the “Hydrogen Generator”.

Fusion Fuel’s technology is based on two main principles:

The main advantages of the system are:

	●	Extremely high photovoltaic conversion, around 41% in III-V cells.
	●	Huge amount of heat available and used in the chemical reaction, resulting from very high solar concentration ratios.
	●	Direct Coupling, reducing drastically all the electrical losses, and avoiding power equipment.
	●	Low cost resulting from proprietary component design, fully automated.

Fusion Fuel’s DC-PEHG converts solar energy into hydrogen at a 27% conversion and a system level conversion ratio of solar to hydrogen of more than double the ratio commercially available today. With this technology, Fusion Fuel is able to produce Green Hydrogen, with no carbon emissions, at a competitive cost range compared to traditional hydrogen production methods.

The DC-PEHGHEVO is Fusion Fuel’s proprietary miniaturized PEM electrolyzer. Roughly the size of a tablet computer, this lightweight, “stackless” electrolyzer was designed from the ground up for superior performance, unprecedented modularity and high-throughput, industrialized production. In order to miniaturize a PEM electrolyzer, a radically different approach was taken to the design of the MEAs, bipolar plates, and flow fields – these form the basis of Fusion Fuel´s core intellectual property.

The HEVO confers several critical advantages compared to conventional PEM systems:

 The HEVO lies at the heart of our core electrolyzer product: HEVO-Chain. Our HEVOs are arranged within a modular building-block called the HC-Cube, which can be deployed in a modular fashion, enabling us to deliver flexible, scalable solutions for every project configuration.

The HEVO-Chain is an integrated solution comprised of HC-Cube modules and balance of plant equipment. Each HC-Cube is in turn comprised of strings of interconnected HEVOs. Cube modules range in capacity from 20kW (36 HEVOs) to 68kW (120 HEVOs) to create a modular, highly scalable centralized electrolyzer solution. We can supply containerized and non-containerized versions of the HEVO-Chain depending on the specific needs of the client and characteristics of the site.

The HEVO-Chain is a revolutionary innovation in the design of centralized PEM electrolyzers. Rather than relying on a traditional cell-stack, the HEVO-Chain builds off the proprietary “stackless” architecture of the HEVO, enabling the system to operate at higher efficiency and avoid the losses that stem from more conventional electrolyzer stack designs. We began the commercializing the HEVO-Chain in mid-2023 with the first full system deployment expected to become operational in 1H 2024 for an industrial client located in Spain. The HEVO-Chain offering is Fusion Fuel´s core product at this stage and all new proposals by the commercial team are designed with the HEVO-Chain solution.

The HEVO is also at the core of our legacy product, the HEVO-Solar. In the HEVO-Solar solution our microelectrolyzers are coupled with CPV technology, creating an integrated, grid-independent hydrogen generator. This coupled approach for generating hydrogen significantly increases the total system efficiency, results in a low cost per kilogram of hydrogen produced, and benefits from the high automation level of mass producing the HEVO. Fusion Fuel uses this process to extract hydrogen from water molecules without the creation of any carbon emissions and with oxygen as the only biproduct. Therefore, the output is designated green hydrogen, which is hydrogen created in a fully carbon-free process, as opposed to the traditional methods of creating hydrogen which produce upwards of 9 tons of carbon emissions for every ton of hydrogen produced (designated as “grey hydrogen”).

The HEVO-Solar uses both the electricity produced by the photovoltaic cells and the heat captured from the CPV 2-axis panels, thereby reducing the total amount of electrical energy required for the electrolysis process. This increases the efficiency of the Fusion Fuel solution compared to other current market products. Because the process requires solar irradiation, locations with higher levels of solar irradiation would produce higher amounts of hydrogen on an annual basis at a lower cost per kilogram (as capital expenditure related to the equipment is spread across a larger production output).

The While we are no longer actively marketing the HEVO-Solar product, includes a frame with two axes powered by motors that track sunlight and the movement of the sun, which allows the system to capture sunlight at optimal angles throughout the day, a solar concentration chassis which houses the optical system that captures sunlight, high efficiency photovoltaic III-V cells to convert the solar energy to electricity, Fusion Fuel’s proprietary DC-PEHG, a water piping system that supplies the DC-PEHG with de-ionized water and a hydrogen piping system to remove the extracted hydrogen to the collection units at the hydrogen plant. A Hydrogen Generator has a surface area of around 110m² and requires around 400m² of land per unit (in a relatively flat area), it weighs approximately 4 tons and at full tilt it reaches a maximum height of 8m^2, and as such is suited for areas with the appropriate land mass to accommodate the equipment.

Products and Services

Fusion Fuel will offer two products and one service to clients. These are (a) Hydrogen Generators to be sold to clients that operate their own Green Hydrogen plants, (b) Green Hydrogen as an output from Green Hydrogen plants to be developed and operated by Fusion Fuel, and (c) operational and monitoring services of Green Hydrogen plants using Fusion Fuel Hydrogen Generators.

Green Hydrogen Generators

Fusion Fuel will sell Hydrogen Generators that produce low cost Green Hydrogen forwe have deployed a number of industrial processes that require hydrogen. Clients for this business are likely to include industrial users of hydrogen that currently produce their own hydrogen supply through high carbon emission methods or investment managers looking to establish long lasting cash flow transactions by owningthose systems in the field, both at our demonstration and operating their own plants.

Green Hydrogen End-Product

Fusion Fuel will develop and install its own Green Hydrogen plants to extract Green Hydrogen using its Hydrogen Generators. In a region with solar irradiation levels of around 2,100 KWh/m²/year (kilowatt hours per meter squared per year), a hydrogen plant would create about 1,000 kilograms of hydrogen per generator and each generator would require about 400m² of land (the topography of the land may increase or decrease this figure). Fusion Fuel will look to enter into long-term lease agreements for the land requirements for each plant.

Each plant is expected to have a lifespan of 25-30 years. Fusion Fuel will enter into HPAs with hydrogen consumers, such as ammonia producers, refineries and natural gas networks, to sell the hydrogen output from these plants. Some of the first clients for this service are expected to be the natural gas networks and distributors in Portugal which, as part of Portugal’s Hydrogen Strategy, will be required to mix a regulated amount of hydrogen into the natural gas networks. These Green Hydrogen plants will provide revenues to Fusion Fuel based on the hydrogen produced and sold as an end product. Fusion Fuel plans to sell the Green Hydrogen plants to clients interested in purchasing established hydrogen plants and paying Fusion Fuel a percentage of the returns earned on such plants.

Monitoring Services

The technology provided by Fusion Fuel uses a CPV panel system with a two-axis tracking system powered by motors to ensure optimal angles for capturing solar radiation. This system has very minimal idle time and is extremely reliable, with proven availability of more than 98% annually, however it does require supervision to adjust tracker positions and correct for any equipment issues that cannot be automated. This supervision is conducted remotely and in real time to ensure that any issues are immediately flagged to the plant operator. This service will require an annual operating fee to be negotiated with each plant owner.

Markets/Geography & Order Status

Considering the targets set out by the Paris Climate Agreement and the global energy sector’s ongoing transition from fossil fuels to renewable energy sources, governments and private businesses are searching for innovative ways of reducing greenhouse gas emissions. Existing technology is not efficient or effective enough and we believe that hydrogen, being the most powerful fuel relative to its mass (33.3 KWh/kg), is the missing link for a sustainable energy economy.

During the September 2018 Energy Council in Linz, Austria, the European Union signed a commitment, named the “Hydrogen Initiative”, aiming to develop a common effort to promote the development of a European Green Hydrogen Economy.

Obtaining Hydrogen from green sources will be key for the sustainability objective associated with this new market. Reinforcing the Green Deal’s vision, Fusion Fuel believes its innovative Green Hydrogen production technology will become a crucial element in accelerating the transition of its clients to a more sustainable and efficient stage of energy production and consumption. The European Commission has announced its intention for Europe to be the first continent to become carbon neutral by 2050. Fusion Fuel’s mission may be an important step towards this target, as the current output of the energy sector is responsible for a significant portion of greenhouse gas emissions.

Fusion Fuel’s technology relies on markets that are well suited for Green Hydrogen production, which include locations with the following characteristics:

Green Hydrogen technology will also be marketable to regions where “Ammonia Production Solutions” have significant importance and value, as ammonia represents production accounts for approximately 50% of hydrogen consumption worldwide (most of which is consumed outside of Europe). Ammonia, which is a primary ingredient for fertilizers, includes three hydrogen molecules, which currently is sourced from Brown Hydrogen, which emits large amounts of carbon pollution. As more countries that produce ammonia become interested in decreasing their carbon footprint, there will be opportunities for Fusion Fuel to enter such markets with its Green Hydrogen solutions. An additional 50% of hydrogen consumption worldwide comes from oil refineries, mainly in Europe.

Therefore, Fusion Fuel plans to focus development efforts in Southern Europe and the MENA region during the first few years. In addition, Fusion Fuel is carefully considering the market potential of the United States and Australia. Fusion Fuel’s DC-PEHG works particularly well with CPV technology, and therefore all locations with high levels of irradiation are potential markets for Fusion Fuel and its Hydrogen Generator.

Fusion Fuel Portugal is currently developing its first Green Hydrogen production planttesting facility in Evora, Portugal, with a total value ofand at our commercial project for the project of approximately €4.5 million. The financing ofExolum Torrejon plant in Madrid, Spain. As such, we continue to have service obligations for the Evora Project, Phase II, is expected to include a grant from the department of Energy’s Innovation Fund, which Fusion Fuel applied for on August 6, 2020. The Evora Project is progressing along parallel tracks, as follows:HEVO-Solar product.

Hydrogen Production I 

Hydrogen Production II 

Fusion Fuel Portugal is also in discussions for some large projects in Sines, Portugal as part of Portugal’s Hydrogen Strategy. Fusion Fuel Portugal’s Sines projects include various different submissions with a total planned volume of 60,000 tons of Green Hydrogen being produced per year by the end of 2025. Fusion Fuel Portugal’s projects make up less than 20% of the total output planned for in Portugal’s Hydrogen Strategy. The internal rate of return projections of the first planned Sines projects, as prepared by Fusion Fuel as of 2019, are:

The HPAs values in this chart are assumptions made by Fusion Fuel management based on discussions with various players in the hydrogen industry about the potential future costs of Green Hydrogen. Fusion Fuel uses these figures as a basis for pricing its Green Hydrogen at an average cost of approximately €2 per kilo over the lifetime of the Sines 1-5 Projects, which is competitive with Brown Hydrogen. The values for equity and debt investment from this table are based on Fusion Fuel’s targeted cost of technology and the cost of set-up, operation and maintenance of Green Hydrogen plants.

In addition, Fusion Fuel is in discussions with prospective clients in Morocco and Croatia, as well as smaller clients in Portugal. Fusion Fuel is also in discussions with several parties regarding potential projects in Spain and has submitted several large-scale project quotes to companies that consume or have a use for hydrogen.

Addressable Market

The Global Hydrogen market has grown to approximately 70 metric tons per year, representing nearly €150 billion in value, according to IEA, using a price level of €2 per kg of hydrogen. Nearly all hydrogen is produced from hydrocarbons, accounting for approximately 6% of total natural gas consumption, which has led to traditional methods of hydrogen production to be among the world’s largest sources of carbon dioxide emissions at approximately 830 metric tons per year. Green Hydrogen — made from renewable sources with no carbon dioxide emissions — is the key for unlocking hydrogen’s long-term potential, and a significant driver toward meeting carbon dioxide reduction targets. The EU’s hydrogen consumption is expected to grow by 200-700% and only 2% of production currently comes from electrolysis. Europe imports 400-500 billion cubic meters of natural gas each year. Mixing Green Hydrogen into those gas networks is an increasingly viable tool to meet decarbonization goals and represents a significant source of long-term hydrogen demand. Mixing 10% of Europe’s imported natural gas with Green Hydrogen represents an additional €11 billion cubic meters per year of demand.

Fusion Fuel’s first focus will be the growing local market in Portugal, but the firm is already in discussions with partners for Green Hydrogen projects beyond Portugal, including in Morocco, Croatia, and Spain. Below is an overview of Fusion Fuel’s addressable market, reached by calculating the current hydrogen consumed in refineries and industrial processes in addition to 10% of the natural gas (which can be replaced by hydrogen) in the respective markets.

Note to image: Addressable Market calculation includes current H2 consumption (refineries, ammonia producers, etc.) plus the goal of mixing 10% of natural gas consumption with Green Hydrogen. The 10% natural gas was calculated using 10% of natural gas volumes as hydrogen and converted into kilograms at 0.082kg per meters cubed, and using a value of €3 per H2 Kg.

Green Hydrogen is a key pillar of Portugal’s decarbonization strategy and the new economic ecosystem plans to build the Green Hydrogen value chain. Portugal’s national strategy calls for a gradual Green Hydrogen production ramp to 350ktons/year by 2030. Fusion Fuel Portugal’s production targets in Portugal represent less than 10% of the national objective — providing significant room for further growth. Fusion Fuel expects to be a leader in this new, local industrial sector – expanding local production capacity to meet Portugal’s strategic vision, while potentially participating in one of Europe’s flagship hydrogen projects, Green Flamingo. Several of Fusion Fuel Portugal’s projects are referenced explicitly within the government’s strategic roadmap.

Portugal’s 2030 Hydrogen Targets ⁽¹⁾

Working Capital Items

Currently, Fusion Fuel holds noFuel’s inventory directly, howeverconsists of raw materials purchased for the production of its HEVO-Solar and HEVO-Chain solutions. Fusion Fuel has entered into threemultiple agreements with MagP, which agreements are criticalfor the assembly and installation of Trackers for the HEVO-Solar solution, the last units related to Fusion Fuel’s business: (1) a Production Capacity Reservation Contract, (2) a Contract of Disposal of Intellectual Property and (3) a Sub-Lease Agreement.

Production Capacity Reservation Contract. The Production Capacity Reservation Contract between MagP and Fusion Fuel Portugal, dated June 1, 2020 (the “Production Agreement”), provides that MagP is to supply Fusion Fuel with minimum guaranteed amounts of modules, tracking structures and accessories, command boards, and electrical installations as well as assembly services for all equipment relatingthis contract were delivered in 2023. Please refer to the CPV solar trackers used in Fusion Fuel’s Hydrogen Generators (the “Trackers”). Under the Production Agreement, MagP guarantees to supply to Fusion Fuel all materialsRelated Party Transactions section of Item 7 – Major Shareholders and installations Related Party Transactions for 4,200 Trackers over a three-year period which commenced at the beginning of 2020 and expires at the end of 2022. MagP and Fusion Fuel are to agree to a production schedule each January which will establish the number of Trackers and the fixed cost per Tracker to be supplied by MagP in such year. MagP and Fusion Fuel have agreed to the following cost schedule: (i) the first 55 Trackers will be supplied by MagP at a cost of €50,000 per Tracker; (ii) the second 1,400 Trackers will be supplied by MagP at a maximum price of €21,000 per Tracker; (iii) the third 1,400 Trackers will be supplied by MagP at a maximum price of €18,200 per Tracker; and (iv) the final 1,400 Trackers will be supplied by MagP at a price to be defined but at a maximum price of €18,200 per Tracker. If Fusion Fuel does not place orders for at least the minimum amounts set forth above, MagP is released from its obligation to supply such amounts and can renegotiate lower production quotas.

We believe the minimum guaranteed quotas will satisfy all production amounts of CPV technology that will be required under Fusion Fuel’s plans for 2020-2022. The CPV technology produced by MagP has been used in solar CPV plants for over 10 years with excellent performance results, with failure rates of around 1% measured over a span of approximately ten years, which means that the trackers require very little maintenance and repair. MagP is the only supplier of CPV technology in Europe. By having this relationship with MagP, Fusion Fuel can avoid the lengthy and costly learning curve of establishing its own CPV production facilities that would be required of most other competitors in the industry and can focusfurther information on its core value-add of R&D and business development for the next three years.

Contract of Disposal of Intellectual Property. The Contract of Disposal of Intellectual Property between MagP and Fusion Fuel Portugal, dated September 13, 2018 (the “IP Transfer Agreement”), transferred from MagP all intellectual property rights to the technology associated with the Trackers implemented in the Hydrogen Generators, including all registrations, documents, designs, software, domain names and any other materials. Additionally, Fusion Fuel will have full ownership of the products created by MagP under the IP Transfer Agreement. MagP also agreed to do all work associated with adapting the components used in the Hydrogen Generator that are MagP developments, such as its CPV module, solar tracker and other miscellaneous components, to be compatible with the Hydrogen Generators. The IP Transfer Agreement binds MagP to confidentiality with respect to its work related to such development for Fusion Fuel. The total consideration to be paid by Fusion Fuel includes €1,000,000 for all rights to the technology to be paid in quarterly installments over one year, which commenced upon completion of the Transactions with the payment of the initial installment of €250,000, and a single payment of €900,000 for product and technology development costs, which was paid on the completion of the Transactions in December 2020. Each such amount is subject to applicable VAT charges. Currently Fusion Fuel has the right to use such intellectual property, but will not have full ownership of such intellectual property until all such payments are made.

Sub-Lease Agreement. After entering into a Promissory Sub-Lease Agreement on May 20, 2020, Fusion Fuel Portugal and MagP formalized the terms of their sublease arrangement and entered into a Sub-Lease Agreement, dated as of September 25, 2020 (the “Sub-Lease Agreement”). The Sub-Lease Agreement provides that MagP shall sub-lease a portion of the property that it leases from Siemens, S.A. to Fusion Fuel for an initial term of three years, with automatic renewal for additional terms of three years until either party notifies the other party of its intention not to renew. The initial monthly rent will be €7,430.40 per month, which constitutes €5.60 per square meter for 1.184 square meters of office space and €800 for parking plots, which will be reviewed and reevaluated on an annual basis. Rent commenced on October 1, 2020, and will be payable for the duration of the Sub-Lease Agreement in advance on the first day of each month. The Sub-Lease Agreement was terminated on December 31, 2020 and no payments are outstanding.these agreements.

Distribution, Marketing and Strategic Relationships

Fusion Fuel has established strategic relationships with various stakeholders in the Green Hydrogen market, including partner companies, suppliers, potential clients and government agencies, many (if not all) of which are proprietary in nature and give us our competitive advantage.

Fusion Fuel Portugal has been included in the Portuguese Government’s Strategic Roadmap for Hydrogen and has applied for a grant for a Green Hydrogen project in Evora. See “Recognition by Local Authorities and Main Energy Stakeholders” above. Discussions with stakeholders have to date have been focusedare ongoing in Europe, and the MENA region.region, and North America.

Environmental Issues

There are no significant pollutants or other hazardous emissions from Fusion Fuel’s operations, the CPV technology, the DC-PEHGHEVO or any other functions used by Fusion Fuel in extracting Green Hydrogen, nor are any anticipated. In addition, the are no carbon or hazardous emissions that result from Fusion Fuel’s extraction of hydrogen, and the only biproduct of the process is oxygen.

We As such, we do not expect thatthe Company would be materially impacted by the passage of any climate change legislation, regulation or accords will havethat seek to impose a material impact oncarbon tax or curtail carbon-intensive business activities. Furthermore, none of the firmCompany’s manufacturing or corporate facilities are located in the foreseeable future.geographies particularly susceptible to geological or climate risks. We expect that the continued increasedheightened attention and importance given to environmental issues are likely to benefit Fusion Fuel as the interest and importancevalue of its zero-carbon solution increases. It is possible that climate change legislation, regulation or accords could increase demand in this market and thereby increase competition, but such activity may also normalize hydrogen as a broadly used and accepted energy source.

Competition

To our knowledge, there are no similar technologies or systems to Fusion Fuel’s DC-PEHG technology.HEVO based technologies. We believe the DC-PEHGthis technology is innovative, disruptive, and original. The centralized electrolyzer technology, which is used by Hidrogenics,Hydrogenics, ITM Power, Plug Power, NEL Hydrogen, McPhy,Giner and Giner,McPhy, among others, represents the main competition to Fusion Fuel’s technology. Even though Fusion Fuel’s technology currently has a significantly higher efficiency rate than the centralized electrolyzer, it is expected that there will be further evolution in the efficiency of the centralized electrolyzers, and so we expect the market to remain competitive.

Fusion Fuel is faced with competition from several aspects of the industry, namely:

Fusion Fuel believes competition in this industry will be driven by the final price of Green Hydrogen per kilogram as an output. Efficiency of energy conversion will be a secondary competitive factor. Because Fusion Fuel’s solution produces Green Hydrogen at cost levels that are highly competitive to Brown Hydrogen and significantly less expensive than other producers of Green Hydrogen, we do not believe we will lose cost competitiveness in the market.market for projects under 10 MW. However, there is significant and continuous R&D in the industry which will drive competition. For this reason, Fusion Fuel maintains a strong investment in R&D activities, capitalizing on the accumulated know-how from its team and prospective partners. Fusion believes this is a key factor to achieve sustainable growth and market differentiation, and maintaining the technological lead over other market solutions. We believe that Fusion Fuel has achieved a major breakthrough for the energy sector as a whole, and Fusion Fuel aims to position itself as the leading expert on Green Hydrogen, leveraging all the positive outcomes that our solution can achieve in multiple areas and businesses.

Fusion Fuel can benefit from competition as the market grows as such competition may drive down costs and promote continued innovation for externally sourced components and systems. For example, the hydrogen piping and storage systems at each of Fusion Fuel’s hydrogen plants are externally sourced and a general increased interest in the hydrogen market may lead to further improved products or reduced prices from Fusion Fuel’s suppliers.

Regulations & Certifications

Fusion Fuel’s DC-PEHGHEVO-Solar system comprises two major components: the photo-electro component where the photon to electron conversion process takes place, and the electrochemical component, where the electrolysis process takes place.

In respect of the electrolysis process for extracting hydrogen, Portugal introduced legislation at the end of August 2020 regarding the security of the processes such as generating, distributing and blending hydrogen with natural gas. This legislation also covers the licensure requirements of Green Hydrogen projects developed by official entities like DGEG (Direção Geral de Energia) from the Portuguese Government, LNEG (National Laboratory) and others. Fusion Fuel is compliant with these regulations and will continue to monitor any future developments to ensure continued compliance.

In respect of the photo-electro component, the MagP photo-electro system is CE marked, which is a certification that confirms conformity with health, safety and environmental protection standards for products sold within the European Economic Area, in accordance with IEC 62108, which specifies requirements and implements a series of tests for design qualification and type approval of CPV modules and assemblies suitable for long-term operation in general open airopen-air climates.

The MagP photo-electro system is in the process of achieving conformityconforms with the following certification marks:

The Fusion Fuel electrochemical part is in the process of achieving conformityconforms with the following certifications:

The Fusion Fuel HEVO-Chain containerized and non-containerized solutions will conform with the following standards where applicable:

All of the above-listed certification standards have required tests, and Fusion Fuel will need to provide proof of testing and a responsibility letter of the Fusion Fuel Executive Board to the relevant test administrators in order to be compliant. If a technology does not pass a particular test, a report is issued and the technology can be adapted and retested until it is brought into compliance. Each test costs somewhere between €60,000 to €80,000. Fusion Fuel will engage an authorized third party to assist with the process of achieving conformity with these certifications.certifications where required as some tests allow for self-certification.

Fusion Fuel must conform with each of these certification standards in order to install its various projects, the first being the Evora Project. The DC-PEHG system was developed and designed to account for these various standards and requirements and we believe it will pass each required test.

Additionally, Fusion Fuel expects that there will be new standards and technical requirements that will standardize the production, transportation and use of hydrogen and to manage the integration of hydrogen in natural gas networks. We intend to comply with each new standard or requirement applicable to our products and services.

Raw Materials and Suppliers

The HEVO Chain solution is produced at Fusion Fuel Portugal has entered into a production contract with MagP to purchase pre-determined volumes of CPV materials to be confirmed at the start of each year. This ensures that Fusion Fuel will have a guaranteed minimum product supply fromFuel´s own Benavente facility which mainly acts as an experienced manufacturer to support its ability to deliver against its business plan. This makes MagP a strategic supplier, both of its own CPV technology andassembler of the component parts necessary to build Fusion Fuel’s DC-PEHG. Over 4,200 Hydrogen Generators are expected to be built in partnership with MagP.various components that compose the HEVO as well as the HEVO-Chain balance of system items (for instance, water system, control boards and power systems).

Some of the materials supplied by MagP are core to its own solar business, and to the extent that there would be any impacts on supply in respect of those materials, MagP will inform Fusion Fuel of such supply impacts. Such materials can be sourced from other suppliers, but sourcing from third parties could result in disruptions to supply and increased costs to Fusion Fuel, as certain components are customized to particular specifications that a new supplier would need to adopt and scale (see the section of this Annual Report titled “Risk Factors — Our ability to develop new products and enter into new markets could be negatively impacted if we are unable to identify suppliers to deliver new materials and components on a timely basis.”). Other materials supplied by MagP are only used in the production of Fusion Fuel’s DC-PEHG, and to the extent that there would be any impacts on supply in respect of such materials, Fusion Fuel and MagP intend to work collaboratively to address any such supply risks and identify replacement suppliers.

Other than the materials sourced from MagP, mostMost components and materials essential to Fusion Fuel are generally available from multiple sources, with a few exceptions. Fusion Fuel believes there are component suppliers and manufacturing vendors whose loss to Fusion Fuel could have a material adverse effect upon Fusion Fuel’s business and financial condition. The loss of such suppliers would require Fusion Fuel to source new suppliers, incur delays as any such suppliers adapt to our specification requirements, and conduct testing on the product rendered by such new suppliers to ensure the fitness of such product. Over time, Fusion Fuel has significantly reduced the number of components that have a single supplier, although in some cases the secondary supplier has a significantly high cost per unit.

Fusion Fuel together with MagP, is also discussing with key suppliers coordinated product plans, strategic inventories, and internal and external manufacturing schedules and levels. Historically, MagP has not experienced significant delays in the supply or availability of key raw materials or components provided by suppliers, nor have they experienced unforeseeable price surges for raw materials or components. Fusion Fuel does not anticipate any such delays or significant price increases in 2021.

Research and Development

Given the nascent stage of the Green Hydrogen industry, we believe that continuous R&D in all aspects regarding product development, manufacturing process and material sourcing are key to maintain industry competitiveness and relevance. With that mind set, Fusion Fuel’s R&D department is tasked with developing continuous improvements to existing products and services, as well as developing new related products and services.

Fusion Fuel Portugal filed its first patent, the “Direct Coupled Water Hydrogen Generator for Hydrogen Generation from Concentrated Sunlight”, on March 10, 2020, which was submitted on August 3, 2020 with International Patent Submission Number PCT/IB2020/05733. Fusion Fuel Portugal filed its second patent called “Floating Guiding Flow Plate for Electrochemical Cells” which was submitted on October 14, 2020 with the International Patent Submission Number PAT/116826A. Fusion Fuel Portugal plans to file twofiled three provisional patents in the first half2022 called “Water electrolyzer and method for control of 2021 called “Oxygen evolution reaction withoutcation contamination of polymer electrolyte membrane”, “Monolithic gas diffusion layer on an PEM electrolysis cell”incorporated in current collector plate for water electrolysis” and “UPP design to reduce inter-cell mismatch”“Portable hydrogen production system”, respectively.

Fusion Fuel also benefits from exclusive use of MagP’s intellectual property and CPV products when it relates to the production of hydrogen. This is a close collaboration between the firms that extends to R&D as well given that the compatibility of both companies’ products is important for the final product manufacturing.these are still being processed in Portugal.

The majority of Fusion Fuel’s R&D expenses at this stage come from prototype models, testing and laboratory equipment, various stress tests and new generation testing, as well as patent filings and registrations in all relevant markets, as well asand the projected personnel costs associated with the R&D department. Fusion Fuel has secured certain grants that enable it to partially offset some of the R&D costs incurred.

Human Capital Resources

Jeffrey Schwarz is the non-executive Chairman of the Board of Parent. The executive team is composed of Frederico Figueira de Chaves (Chief Executive Officer), Gavin Jones (Chef Financial Officer & Chief Accounting Officer), Jaime Silva (Chief Technology Officer), João TeixeiraAndre Antunes (Chief Operating Officer), David Lovell (Head of Commercial - Australia), Mario Garma (Chief Engineering Officer) and Joao Wahnon (Head of Business Development) and Frederico Figueira de Chaves (Chief Financial Officer)Commercial – Spain & MENA).

Fusion Fuel has a total of 19 employees and continues to grow its team across all areas in 2021. The senior management team entered into managing agreements with Fusion Fuel Portugal as of August 5, 2020, which took effect on October 1, 2020 (and areExecutive Committee structure is outlined in the process of being updated to reflect the senior management team’s engagement by Parent rather than Fusion Fuel Portugal), four non-management employees from outside the organization have been hired by Fusion Fuel, and four non-management employees are currently dedicated to Fusion Fuel from MagP’s payroll and will formally transfer from MagP to Fusion Fuel, effective as of January 1, 2021.graphic below:

We believe 

Fusion Fuel, at the measures being taken are sufficient to ensure Fusion Fuel’s business plan can be met.date of publishing this Annual Report, has more than 116 full-time employees. Fusion Fuel’s employment contracts include confidentiality, non-disclosure and non-competition clauses to protect the firm and its intellectual property. Fusion Fuel has also engaged a headhunter in Portugal to aid in the search of specific talent related to R&D team requirements.

Seasonality

Fusion Fuel’s business lines can be impacted by seasonality effects. In terms of business development there are certain holiday periods that slow down negotiations and discussions with counterparts and clients, potentially also impacting the supply chain. In addition, revenues from Fusion Fuel’s owned and operated hydrogen plants may be impacted by seasonality as solar radiation varies throughout the year and that can lead to variances in hydrogen sale revenues month on month.

JOBS Act

Parent is an “emerging growth company” and, under the JOBS Act, will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. Parent has elected to delay the adoption of new or revised accounting standards, and as a result, Parent may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, the consolidated financial statements for Parent may not be comparable to companies that comply with public company effective dates.

Parent could remain an emerging growth company until the last day of Parent’s fiscal year following the fifth anniversary of HL’s initial public offering, or December 31, 2023. However, if Parent’s annual gross revenue is $1.07 billion or more, if its non-convertible debt issued within a three year period exceeds $1 billion or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Parent would cease to be an emerging growth company as of the following fiscal year.

C. Organizational Structure

The following chart below illustrates the organizationalFusion Fuel legal entity structure of us and our subsidiaries as of the date of this Annual Report:

D. Property, Plants and Equipment

On January 1, 2021, Fusion Fuel Portugal entered into a Sub-Lease Agreement with MagP, a related party, on September 25, 2020.Negordy for space of 4,156 square meters of office, logistical, and industrial activities. Parking plots are also included. The Sub-Lease Agreement provides that MagP shall sub-lease a portion of the property that it leases from Siemens, S.A. to Fusion Fuel Portugal forhas an initial term of threefive years, with automatic renewal for additional terms of threefive years until either party notifies the other party of its intention not to renew. Either party can choose to terminate the agreement after 20 months once adequate communication is provided to the other party. The initialtotal monthly rent determined by the sub-lease is €7,430.40 per month, which constitutes €5.60 per square meterfixed at €0.03 million.

On December 20, 2022, Fusion Fuel Portugal entered into a sale-and-leaseback agreement for 1.184 square metersits facility at Benavente, Portugal. The leaseback arrangement has an initial term of office space20 years and €800will be automatically renewed for parking plots.a further ten years unless the Group provides sufficient notice to terminate. The monthly rent will be revieweddetermined by the lease is fixed at €0.06 million.

During 2021, 2022 and reevaluated on an annual basis. Rent commenced on October 1, 2020,2023, Fusion Fuel Portugal along with its subsidiary entities entered into various land, equipment and will be payable forvehicle leases in the durationordinary course of the Sub-Lease Agreement in advance on the first day of each month. The Sub-Lease Agreement was terminated on December 31, 2020 and no payments are outstanding.business.

A description of Fusion Fuel’s material tangible fixed assets and its material plans to develop and install Green Hydrogen plants, including without limitation Evora, is included in this Annual Report above in the sections titledthis “Business Overview” section and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and issection contained in Item 5 below, each of which are incorporated herein by reference.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following management’s discussion and analysis (this “MD&A”“MD&A”) provides information concerning our financial condition and results of operations for the fiscal years ended December 31, 20202023 and 20192022 and should be read in conjunction with our audited consolidated financial statements and the related notes included in Item 17 of this Annual Report on Form 20-F, “Financial Statements.”Statements” .The consolidated financial statements have been prepared in accordance with IFRS. Information related to the year ended December 31, 2021 has not been included. It can be found in the Company’s filing of the Form 20-F for the year ended December 31, 2022. All terms used herein and not otherwise defined shall have the meanings ascribed to them in the Annual Report.

The following discussion contains forward-looking statements that reflect our future plans, estimates, belief, and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed elsewhere in thisour Annual Report, particularly in Item 3.D of thisthe Annual Report, “Risk Factors,” and in the “Cautionary Note Regarding Forward-Looking Statements.”Statements” set forth herein. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

Overview 

Recent Developments

Business Combination

On December 10, 2020, Parent completed a business combination pursuant to the Business Combination Agreement, which Parent entered into on August 25, 2020, with HL, Fusion Fuel Portugal, Merger Sub, and the former Fusion Fuel Shareholders. Pursuant to the Business Combination Agreement, on December 10, 2020 (i) the Merger occurred, whereby Merger Sub merged with and into HL, with HL being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Parent, and (ii) the Share Exchange occurred, whereby Parent acquired all of the issued and outstanding shares of Fusion Fuel Portugal, resulting in Fusion Fuel Portugal and HL becoming wholly-owned subsidiaries of Parent and the securityholders of Fusion Fuel Portugal and HL becoming securityholders of Parent. Immediately following the closing of the Transactions, Parent consummated the closing of a series of subscription agreements with the PIPE Investors for the sale in a private placement of 2,450,000 Class A Ordinary Shares at a price of $10.25 per share for gross proceeds to Parent of approximately $25.1 million.

COVID-19

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets.

The COVID-19 pandemic has not had a material effect on Fusion Fuel’s business, but we cannot assure you that it will not materially affect Fusion Fuel’s business in the future. Although Fusion Fuel has been able to maintain some of its operations during the pandemic and has maintained its engagements with suppliers, other operations have been delayed or suspended under applicable government orders and guidance, including delays or disruptions in Fusion Fuel’s research and development, sales, marketing, installation and operations and maintenance activities. Further although Fusion Fuel’s affected manufacturing facilities continue to operate while these orders are in effect and Fusion Fuel’s business activities have not been materially impacted to date, Fusion Fuel cannot provide assurances that the COVID-19 pandemic or additional governmental actions in response thereto will not further impact operations. Fusion Fuel has been and will continue monitoring and adjusting as appropriate its operations in response to the COVID-19 pandemic.

Overview

Parent serves as a holding company for the Fusion Fuel business. Fusion Fuel’s mission is to produce hydrogen with zero carbon emissions, thereby contributing to a future of sustainable and affordable clean energy and the reversal of climate change. Fusion Fuel produces Green Hydrogen with components builthas created a PEM electrolyzer, the HEVO, which can be used to produce green hydrogen. The HEVO is produced in-house and in partnership with MagP, an entity that is majority-owned by Fusion Welcome, and using the know-how and accumulated experience of its team’s strategic and continuous investment in R&D around solar technologies. The collaboration with MagP is intended to secure production capacity of certain CPV solar tracking materials for projects through 2021, and to complement in-house production capacity of such materials for projects for 2022 and thereafter.at our manufacturing facility at Benavente, Portugal.

Fusion Fuel’s business plan includes the sale of technology to parties interested in generating Green Hydrogengreen hydrogen at an attractive cost (including to natural gas networks, ammonia producers, oil refineries, and other similar customers), the development of hydrogen plants to be operated by Fusion Fuel, and active management of the portfolio of such hydrogen plants as assets, and the sale of Green Hydrogengreen hydrogen as an output with pre-defined HPAs.Hydrogen Purchase Agreements (“HPAs”). In 2023, we added engineering and procurement services for developers building hydrogen plants as a new business line.

To date, Fusion Fuel’s business activity has primarily been primarily financed by Fusion Welcome, MagP, and the capital derived from its business combination with HL.HL, and the related private placement, in December 2020. In addition to the foregoing, we have sold Class A Ordinary Shares through our At the Market Issuance (“the ATM”) facility, which has provided additional capital during 2022, 2023 and 2024. Fusion Fuel expects both its capital and operating expenditures willto significantly increase significantly in connection with its ongoing activities, as Fusion Fuel:

A. Operating Results

Parent has generated no revenue to date. From Fusion Fuel Portugal’s inception in 2018 until the completion of the Transactions on December 10, 2020, all R&D activity performed with regards to hydrogen technology was conducted by its sister company, MagP. 

For the twelve months ended December 31, 2020, Parent generated net loss of approximately € (183) million, primarily consisting of operating costs of €183 million, which are due to listing expenses of the transactions of approximately €177 million, administration expense of approximately €3 million, shared based payment expense of approximately €1 million and €0.6 million of other expenses.

For the year ended December 31, 2019, Fusion Fuel Portugal generated net loss of €(0.2) million, consisting of operating costs of € 0.2 million related to the expenses associated with establishing basic company functions, such as freight costs, office supplies and travel expenses, and net interest of €(99) related to a foreign exchange loss.

For the years ended December 31, 2020 and 2019, there was no cost of revenue. Once Fusion Fuel commences internal commercial production, cost of revenue is expected to include direct parts, material and labor costs, manufacturing overhead, including amortized tooling costs and depreciation of facilities, cost of hydrogen production, shipping and logistics costs and reserves for estimated warranty expenses. Prior to internal commercial production, cost of revenue will mostly be driven by outsourcing of production in 2020 and 2021.

For the year ended December 31, 2020 and 2019, R&D expenses have been primarily paid for by Fusion Welcome and its affiliates, including:

We expect R&D costs to increase for the foreseeable future due to continued investment in R&D activities to achieve our business plans.

Parent intends to fund the initial activities of the Fusion Fuel business using grant money and its own reserve of capital (specifically, capital from the Transactions and PIPE Investment). The Evora Project has an anticipated capital expenditure amount of €4.2 million, and Fusion Fuel Portugal expects to receive a FAI grant of around €1.5 million to support this project. The remainder of the Evora Project will be financed using Parent’s capital, and Parent expects to collect tax credits for such capital investment. The Sines 1 Project will initially be financed by Parent’s capital. Once construction on the Sines 1 Project is completed, Fusion Fuel Portugal will seek project financing for approximately 70-80% of the cost of the Sines 1 Project, as financial institutions are requiring Fusion Fuel Portugal to demonstrate performance before extending any funds. Fusion Fuel Portugal expects to finance the Sines 1 Project over the first 15 years of the 25-year project.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and within the “Risk Factors.” section of the Annual Report.

A.   Operating Results

Revenue

We recorded our first revenues in 2023 with our primary source of revenue coming from the sale of our HEVO electrolyzer systems to our customers and hydrogen fueling infrastructure. Revenues of €4.1 million were recognized in relation to our Exolum and CSIC technology sale projects.

Exolum. In September 2021, we entered into our first third party technology sale agreement with Exolum, a leading supplier of specialist storage, handling and transport for bulk liquids and gases. We achieved acceptance during the third quarter of 2023. The original contract price included both fixed and variable elements totaling €1.9 million. As part of negotiations during 2023, the original fixed portion of the contract price was revised and increased to €2.5 million. We recorded this full €2.5 million as revenue during 2023. Upon entering into this contract, we expected that this project would either have a low margin (if at all) or operate at a loss. Nevertheless, we believed this contract was a key strategic milestone for the Company for the following reasons: 

We booked an onerous contract provision of €5.2 million in 2022, which reflected the Group’s best estimate of the total expected contract loss. Nevertheless, this project has been of significant value in building our Iberian pipeline and we believe that the losses recognized will be offset by the business opportunities created for the Company. This provision was released during 2023 once revenue and the associated cost of revenue was recognized.

CSIC. We recognized revenue of €1.6 million relating to our manufacture and supply of a hydrogen production system in Zaragoza, Spain. CSIC is the largest public research institution in Spain. This contract has three phases and we completed Phase 1 during 2023. We expect to complete Phase 2 and Phase 3 during the first half of 2024. Similar to our Exolum project, on review of the total costs to complete this project, we recorded an onerous contract provision of €0.4 million in 2022. A portion of this provision was released during 2023 once revenue and the associated cost of revenue was recognized.

We did not recognize any revenue during 2022.

Cost of Sales 

Electrolyzer system revenues. Cost of sales relating to our HEVO electrolyzers and hydrogen fueling infrastructure includes direct parts, material, certain service costs, shipping and logistics costs and reserves for estimated warranty expenses. Once our production output aligns with our installed capacity, our cost of sales will also include labour costs, manufacturing overhead, including amortized tooling costs and depreciation of facilities. We recorded cost of sales of €4.0 million during 2023 (2022: €nil).

Impairment charges. During 2023, we undertook a thorough review of all components comprising our inventory. We recorded a net increase of €13.9 million to the impairment charge as well as an impairment of €3.3 million relating to one of our development projects during the fourth quarter of 2023. These significant impairments relate to specific components manufactured for legacy designs for which negotiations with prospective buyers have stalled. Management has therefore decided to impair the full value until such a time that we have further certainty on our ability to sell or even scrap these materials.

For the year ended December 31, 2022, there was no cost of sales, except for the above-mentioned onerous contract provision recorded for Exolum (€5.2 million), further contract loss provisions recorded for two other projects that had not commenced by December 31, 2022 (€3.2 million) and the cost of scraped materials through the normal production cycle of €0.4 million.

Administration expenses

For the years ended December 31, 2023 and 2022, Parent incurred administration expenses of €15.8 million and €18.4 million. Administration expenses consist primarily of personnel costs, director compensation, depreciation & amortization charges, travel expenses, insurance, professional fees for legal, patent, consulting, accounting and audit services. The main drivers of the decrease in costs compared to 2022 relate to reductions in personnel costs (€1 million) and professional & consulting fees (€0.5 million).

Research and development expense

For the twelve months ended December 31, 2023 and 2022, research and development (“R&D”) expenses consisted of €3.5 million and €2.8 million respectively. Our R&D expenses primarily consist of:

We recognized grant income of €1.6 million which was credited against qualifying R&D personnel costs in 2023. €1.9 million of the above €2.8 million expense was recorded within administration expenses during the year ended December 31, 2022.

We expect R&D costs to gradually increase for the foreseeable future as we progress on projects due to continued investment in R&D activities to achieve our business plans.

Share-based payment (expense)/credit

For the years ended December 31, 2023 and 2022, Parent incurred shared-based payment expense of €1.4 million and €3.5 million. On August 5, 2021, the Company’s Board of Directors adopted and approved the 2021 Equity Incentive Plan (the 2021 Plan), which authorized the Company to grant up to 1,000,000 Class A ordinary shares in the sectionform of incentive share options, non-qualified share options, share appreciation rights, restricted awards, performance share awards, cash awards and other share awards. The types of share-based awards, including the rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. To date, Parent has issued both restricted stock units (68,273) and options (2,282,628) to its employees, directors and consultants. Following the departure of employees who were previously granted instruments under our share-based payment plan, we recognized a credit of €1 million during 2023 relating to the forfeiture of such awards. This reversal of charges recorded during 2022 coupled with a lower monthly expense (due to lower awards outstanding) is the reason for the reduction in expense as compared to 2022.

Impairment of property, plant and equipment

For the years ended December 31, 2023 and 2022, Parent incurred impairment charges on property, plant and equipment of €5.5 million and €3.3 million. The impairment charges primarily relate to our assets under construction and plant and machinery. In the case of there being a trigger for a review of impairment, Parent performs a review on the carrying amounts of its property, plant and equipment to determine whether there is any indication of impairment at the reporting date. Parent particularly tests the net recoverable amounts of its internally generated assets held in assets under construction to ensure that the costs of their production have not over-run their operational or commercial value. One such trigger for impairment review, which has occurred in the current year, is that the Group was loss making and another was the increase in costs to complete certain projects currently recognized as assets under construction. Please see note 14 to our consolidated financial statements appearing elsewhere in this Annual Report titled “Risk Factors.”on Form 20-F for further discussion around our impairment analysis.

Net finance income

Operating costs were partially offset by €6.9 million of fair value gains on Parents derivative financial instruments (Warrants). The functional currency of the Company is the Euro and as the exercise price of the Company’s share purchase warrants is fixed in US Dollars, these warrants are considered a liability as a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, these warrants are classified and accounted for as a derivative liability at fair value through profit or loss. As of December 31, 2023 and December 31, 2022 there were 8,869,633 warrants outstanding. The warrants entitle the holder to purchase one Class A ordinary share of Parent at an exercise price of $11.50 per share. Until warrant holders acquire the Parent’s Class A ordinary shares upon exercise of such warrants, they have no rights with respect to the Parent’s Class A ordinary shares. The warrants expire on December 10, 2025, or earlier upon redemption or liquidation in accordance with their terms. The fair value of the warrants is determined with reference to the prevailing market price for warrants that are trading on the NASDAQ under the ticker HTOOW.

We have made rounding adjustments to reach some of the figures included in this Annual Report for ease of presentation.

Business Combination and Public Company Costs

On December 10, 2020, we consummated the business combination among Parent, HL and Fusion Fuel Portugal. Fusion Fuel Portugal was deemed the accounting predecessor of the Parent and the successor SEC registrant, meaning that Fusion Fuel Portugal’s financial statements for previous periods will be disclosed in Parent’s periodic reports filed with the SEC.

The most significant change in Parent’s reported financial position and results were an increase in cash (as compared to Fusion Fuel Portugal’s consolidated balance sheet at June 30, 2020) of $54 million. Total non-recurring transaction costs were approximately $6 million.

As a consequence of the Transactions,transactions with HL, Parent became an SEC-registered public company and its Class A Ordinary Sharesordinary shares and Warrants are listed on Nasdaq, which has requiredcaused Parent and Fusion Fuel Portugal, as the operating company, to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Parent and Fusion Fuel Portugal each expect to incur additional annual expenses as a result of Parent becoming an SEC-registered and Nasdaq-listed public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Launch of Fusion Fuel’s Hydrogen GeneratorGenerators, the HEVO-Solar and HEVO-Chain, and First Green Hydrogen Plants

Fusion Fuel expects to derive revenue fromfirst created the development ofHEVO-Solar green hydrogen generator and installed it in its first Green Hydrogen plant which project is known as the Evora Project. Prior to installing any Hydrogen Generators, Fusion Fuel is required to obtain all the construction permits, hydrogen production licensesin Portugal, H2Evora during 2021 and land rental agreements (the “Plant Permits”) for any such plant. With this2022, and at its first plant forin Spain, the Evora Project, the Green Hydrogen created will be blended into the natural gas distribution network operated by a local natural gas provider subject to an HPA that has not yet been negotiated. Any excess hydrogen produced that is not consumed by the natural gas network will be used to generate electricity through a fuel cell, that is openly available on the market from third party providers, and fed into the local electric grid.Exolum Torrejon facility during 2023.

AfterThe Exolum Torrejon project marked the completiondelivery of services and equipment to a client, and the first revenues we could book as a company. This project marks a significant milestone in the company´s journey as it is also the first time Fusion Fuel handed over the running of the Evora Project,equipment to a third party and after its commissioning in September 2023, the plant was operated by Exolum. We are currently progressing through the warranty period which is contracted to last until the 2^nd anniversary of the issuance of acceptance.

During 2023, we began commercializing our centralized electrolyzer model, the HEVO-Chain. This system is built upon the miniaturized electrolyzer solution, the HEVO, working in a series to deliver an efficient, modular, and attractive solution for green hydrogen projects, in particular to those under 10 MW and using direct renewable energy sources. Given changes in legislation and regulations in the countries we focus our operations on, the HEVO-Solar also became harder to license and approve, therefore the company made a strategic adjustment in its sales focus and is now solely focused on commercializing the HEVO-Chain solution.

This solution has proven to be of significant interest to potential clients and during 2023 Fusion Fuel willwas able to close 4 project sales for the HEVO-Chain offering. These are for projects of various sizes, ranging from 300 kW to 1.25 MW. In addition, we have also provided offers to several dozen projects across Europe, in North America and in Australia with this solution, which only started being commercialized in the summer of 2023.

This robust pipeline, combined with Fusion Fuel´s own projects provide a truly unique foundation to build the revenue base for the future of the company. Four of Fusion Fuel´s own projects in Portugal as of end of 2023 already had grants approved for €44m in CAPEX support, and subsequently another project was awarded a €5m grant in March 2024 and critically, our largest project, the HEVO-Portugal of 630 MW, was designated an “Important Project of Common European Interest (IPCEI)”. The IPCEI designation allows us to negotiate grant support for the project, along with financing support from the European Investment Bank, something that is rare for large scale hydrogen projects at this stage in the industry and that gives the project significant value.

Four of Fusion Fuel´s own projects have been created in separate SPV structures to allow for their sale to infrastructure investors. The goal is that these projects are created with the aim to create projects that can be executed with Fusion Fuel´s leading engineering and procurement services as well as with Fusion Fuel´s electrolyzer solution (where the size is appropriate). To this end, the company has been engaged in several discussions regarding the sale of these assets with significant players in the industry and expects to begin construction workto monetize elements of this portfolio during 2024.

As a core part of the commercial strategy, we aim to enter into partnerships and agreements with local players, in particular in markets beyond Iberia. To that end, we added a new partnership in North America (adding to the existing partnership with Electus Energy), with a new clean fuel development company called Elemental Energy which is run by two previous members of Fusion Fuel´s executive committee. We continue to nurture relationships across Europe, MENA and Australia, with the intentions to further build strategic relationships that allow us to capitalize on its secondgrowth plans faster and larger hydrogen plant, which project is known as the Sines 1 Project, which, in addition to requiring the same Plant Permits, is also expected to require around €23 million of capital expenditure.more cost effectively than if Fusion Fuel expectswere to secure financing for the Evora Project and the Sines 1 Project after their completion.

Any delays in the successful completion of both projects will impact the ability to generate revenue consistent with the projections in Fusion Fuel’s business plan.pursue these alone.

Fusion Fuel has received interest in its technology both from parties interested in developing their own hydrogen production plants, as well as parties interested in purchasing Green Hydrogengreen hydrogen as an end product. This interest comes from companies both within and outside of Portugal. Although Fusion Fuel expects the pipeline of its announced projects to be an indicator of future performance.performance, there can be no guarantees that any of the projects will succeed, be completed or that any additional projects will be announced.

Critical Accounting Policies and Estimates

The financial statements have been prepared in accordance with IFRS accounting standards. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods.

Any estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

While our significant accounting policies are more fully discussed in our consolidated financial statements included in this Annual Report, we believe that the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements.

The valuation of the Group’s derivative financial instruments, namely the warrants, requires the use of option pricing models or other valuation techniques. Measurement of warrants with exercise prices denominated in US dollars that are not tradeable is based on current market prices, adjusted by an illiquidity factor. Significant assumptions related to derivatives are disclosed in note 15.

In accordance with IAS 36, Impairment of Assets, management assesses the recoverability of Intellectual Property annually as they are currently deemed to be intangible assets with indefinite useful lives. Further details on the assessment for 2020 can be found in notes 2.s. and 3 of the financial statements

This section should be read in conjunction with note 3 of the financial statements.

B. Liquidity and Capital Resources

As indicated in the accompanying audited financial statements of Parent, at December 31, 2020,2023, Parent had a cash position of approximately €58 million,€1.2 million. In addition, Parent had other assets of approximately €60€42 million and liabilities of approximately €55 million and no open tax obligations.€39.4 million. Our cash position was funded primarily from the net proceeds generatedderived from the HL Acquisitions merger and the PIPE Financingconcurrent private placement financing that closed on Dec.December 10, 2020.2020, proceeds of approximately $10.1 million from the exercise of warrants during the first quarter of 2021, and proceeds of approximately $10.2 million from the sales of Class A ordinary shares under the ATM. In addition, we have received €11.4 million in grant funding since December 2022 and approximately €8.9 million in VAT receipts since October 2022. 

Parent’s assets, in addition to cash and cash equivalents, consist of advances to suppliers in the amount of approximately €2.2€0.6 million, which consists mostly of retainer feesamounts required to secure the future supply of raw materials and equipment for contracted services related to the transaction with HL,our technology sales and VAT credit with state authorities in the amount of €0.5 million.hydrogen production plants. Parent’s liabilities consist of accounts payable to suppliers in the amount of €1.8€13.3 million, accruals in the amount of approximately € 0.3€1.8 million, provisions of approximately €0.5 million and warrants in the amount of approximately €53€0.8 million. The Group hashad no external debt as of December 31, 2020.2023, except for amounts recognized as ‘loans and borrowings’ associated with a factoring arrangement with recourse.

AsDuring 2021, the Group extended a participating loan to finance the growth and working capital needs of Fusion Fuel Spain S.L, an entity in which the Company has joint control. The arrangement is set forth in a Shareholders Agreement between the parties. The loan facility has a term of five years and the maximum amount that can be drawn down is €2 million. €0.25 million had been drawn down during the year ended December 31, 2020,2023 and the costs paid by the Group on behalf of Fusion Fuel Spain, €0.43 million, have been treated as an advancement of this loan for accounting purposes. An amount of €0.49 million had yet to be drawn down at December 31, 2023.

In February 2022, the Company announced that its wholly owned subsidiary, Fusion Fuel Portugal, S.A. secured nearly €10 million in grants for its industrial production facility in Benavente. Under this grant agreement, the funding is split into two components: direct financial support for eligible expenses and tax credits available to the Company over a subsidiaryperiod of several years. The funding is provided to the Company as reimbursement of expenses incurred by the Company in connection with the project and is paid to the Company after it has spent such amounts but no further conditions or approvals are necessary for the Company to receive the reimbursements. 

On August 18, 2022, the Company announced that it had received confirmation from the Portuguese government that it will receive an estimated €10 million grant as part of Component 14 (“C-14”) of the GroupPortuguese Recovery and Resilience Plan to develop its 6.6MW HEVO-Industria green hydrogen project in Sines, Portugal. C-14 is focused on accelerating the energy transition by supporting the production of hydrogen and other renewable gases.

On December 7, 2022, Parent announced that it had been approved for a total of €36 million in grant funding for its “Sines Green Hydrogen Valley Alliance” through Component 5 (“C-05”) of Portugal´s Recovery and Resilience Plan. The component – Mobilizing Agendas for Business Innovation – is intended to align stakeholders from across the entire value chain to develop the domestic green hydrogen ecosystem.

Of the €36 million awarded to the consortium, €22.5 million will be allocated to Fusion Fuel’s H2 HEVO-SINES project, a 3,000 HEVO-Solar facility – equivalent to 75 MW of electrolysis capacity – that will be developed, owned, and operated by the company. Fusion Fuel has already secured 121 hectares of land within the Sines area for the development of the project, which is expected to reach final investment decision and commence construction in 2024. The green hydrogen to be produced is expected to be used in decarbonizing local industry, mobility applications, and for blending into the natural gas grid. Another €3.5 million will be allocated to Fusion Fuel to fund research and development of its proprietary electrolysis technology. The balance of the funding will be allocated to other projects within Fusion Fuel’s consortium for which the Company is a technology partner, including those sponsored by KEME Energy, Transition2Green, and HyLAB Collaborative Laboratory.

On November 27, 2023, the Parent entered into purchase commitments to payan agreement for financing of up to €2.35$20 million of senior convertible notes with Belike Nominees Pty Ltd., a Macquarie Group entity. This facility has a two-year term and €0.87it’s expected that amounts will be drawn down in tranches. The first tranche is expected to be drawn down in the second quarter of 2024.

On February 16, 2024, the Company announced that it has received notification from the European Commission that the Company’s HEVO-Portugal project was among 33 selected for approval under the Important Projects of Common European Interest (“IPCEI”) Hy2Infra program. The Company’s €650 million, respectively,630 MW project is to be developed in Sines, Portugal, and would produce 62,000 tonnes of green hydrogen per annum. A portion of the green hydrogen is expected to be used in the production of green ammonia and exported from the Port of Sines to the Port of Rotterdam in the Netherlands. The balance would be consumed by industrial customers in the domestic Portuguese market. The IPCEI approval positions Fusion Fuel and its partners to commence funding negotiations with the relevant government stakeholders, as well as with the European Investment Bank, which has committed to providing financing and advisory support to those projects selected for public funding.

On March 4, 2024, the Company announced that it has received approval for a related-party€1 million grant from the European Commission's Horizon Europe Programme. The Company was included as a member of H2tALENT, a consortium of 29 partners from six countries across Europe and sponsored by the Universidade de Évora. H2tALENT was one of three consortia funded in the topic (HORIZON-JTI-CLEANH2-2023-1), which was created to deliver equipment, materialsdevelop small-scale hydrogen valleys that demonstrate the decarbonization potential of hydrogen and assembling servicescover the entire value chain from research & development through to end-use. H2tALENT’s submission to the funding call, the Alentejo Hydrogen Valley, is aimed at bringing together pioneering initiatives and state-of-the-art technologies across the value chain to accelerate the development of the local hydrogen economy in relation the “Greengas”Alentejo region of Portugal. The projects envisioned within the hydrogen valley would produce over 1,200 tonnes of green hydrogen per annum, to be used by multiple offtakers within the industrial ecosystem in Sines, with the deepwater port representing a strategic multi-modal hub for integration within the broader European economy.

On March 20, 2024, the Company announced that it has received provisional approval from the Portuguese government for an estimated €5 million in grant funding to support the development of a 25 MW green hydrogen project located in Aveiro, Portugal. The grant approval was awarded as part of the second funding call of the Component 14 (“C-14”) grant program which is focused on accelerating the energy transition by supporting the production of hydrogen and “H2Evora” Projects.other renewable gases. The Company is also involved in a second submission for a 10 MW green hydrogen project, led by a Portuguese industrial company, which has also received funding approval. In total, there were 21 proposals that received provisional approval through the C-14 program. Fusion Fuel’s HEVO-Aveiro project envisions a 25 MW green hydrogen facility using the Company’s proprietary HEVO-Chain technology along with associated balance of plant equipment. The plant would produce an estimated 2,100 tonnes of green hydrogen per annum, which is expected to be used for industrial process heat by the local ceramic industry in Aveiro, Portugal.

At the Market Issuance Sales Agreement

On June 6, 2022, Parent entered into the ATM facility with B. Riley Securities, Inc., Fearnley Securities Inc., and H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting as agent or principal, Class A ordinary shares of the Company. During 2023, we sold 1,103,368 Class A ordinary shares for net proceeds of $3,254,802 at an average sales price of $2.83 per share. We paid $0.1 in commissions to the agents in connection with these sales. During 2024 to date, we sold an additional 726,851 Class A ordinary shares for net proceeds of $6,398,264 at an average sales price of $2.80 per share. We paid $0.2 in commissions to the agents in connection with these sales.

Management is hopeful it will have sufficient access to financial resources to fund operations, having considered the Group’s available cash resources, the recently announced agreement with Belike Nominees Pty Ltd, expected inflows from both technology sales and grant award agreements, future financing options available to the Group (debt and/or equity), the planned operations of the opinion thatGroup and the company’s working capital is sufficient forability to adjust its planned operations as per its business plan for the following 12 months and that its capital position, in combination with future expected earnings, are enoughplans if required.

The Group expects to support itself beyond the next 12 months without needing the conversion of additional warrants or capital raise. Any changes to the business plan or industry developments may require re-evaluation of this opinion and we may seek additional capitalfunding in order to continue to fund its operations through a varietythe end of means, including2024 and beyond. The Group expects to seek additional funding through public andor private equity offerings andfinancing of debt financings, credit and loan facilitiesor equity or through strategic collaborationspartnerships. The inability to obtain funding, as and partnerships.when needed, would have a negative impact on the Group’s financial conditions and ability to pursue its business strategies. If the Group is unable to obtain funding, the Group could be forced to delay, reduce, or eliminate some or all of its research and development programs or strategic partnerships efforts, which could adversely affect its business prospects, or the Group may be unable to continue operations. Although management intends to pursue plans to obtain additional funding to finance its operations, there is no assurance that the Group will be successful in obtaining sufficient funding on terms acceptable to the Group to fund continuing operations, if at all.

Fusion Fuel’s industry and business require continuous innovation and improvement. To this end, the R&D team has already designed the next two generations of the Hydrogen GeneratorHEVO-Solar which, will be developed.subject to necessary funding, the Company expects to develop. This innovation aims at not only improving the efficiency of the product, but also reducing the costs of production. Likewise, the HEVO-Chain is not only going through the testing required to put the first generation into commercial operation, but the next generation with a higher output pressure is also already being worked on.

Continuous R&D is a core part of the ongoing strategy for Fusion Fuel. For more information about Fusion Fuel’s R&D, see Item 4 “Business“Business Overview – Research and Development,” which is incorporated herein by reference.Development” in the Annual Report.

D. Trend Information

Other than the risks described in Item 3.D. “Risk Factors”“Risk Factors” of thisthe Annual Report, which are incorporated by reference herein, we are not aware of any trends, uncertainties, demands, commitments or events since the beginning of our fiscal year 20192022 that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E. Off-Balance Sheet ArrangementsNot applicable.

Parent does not have any off-balance sheet arrangements as of December 31, 2020.

F. Contractual Obligations

As of December 2020, the Company´s Chief Financial Officer, Frederico Figueira de Chaves, had made payments on behalf of Fusion Fuel in the total amount of €144,396.60 ($171,398.15), related to several operating and audit costs. The outstanding amount was paid in December 2020.

By the end of December 2020, the Group has repaid part of the shareholder loan in the amount of €10,000.00 (€2,000.00 still outstanding) owned to Fusion Welcome (renamed to Negordy, S.A. subsequent to year end and an independent company to Fusion Welcome-Fuel SA) and also €74,387.02 related with payments made on behalf of Fusion Fuel during the year. These amounts were paid in December 2020.

Fusion Fuel Portugal has two contracts with MagP, which is a related party to the management team and the Fusion Fuel Portugal founders. The first contract is a Sub-Lease Agreement for certain office and laboratory space to be used by Fusion Fuel employees. The total cost of the lease is €7,430.40 per month for 1.184 square meters of office space and parking plots. The Sub-Lease Agreement was terminated on December 31, 2020 and no payments are outstanding. The second contract is an IP Transfer Agreement whereby MagP transferred all intellectual property rights to the intellectual property associated with the CPV solar trackers used in Fusion Fuel’s Hydrogen Generators. In addition, with this contract Fusion Fuel acquired rights to all MagP intellectual property relating to the technology associated with the Trackers, including all registrations, designs, software, domain names and any other materials along with production processes, customer relationships and an organized workforce. The total consideration to be paid by Fusion Fuel Portugal includes €1,000,000 for all rights to the technology to be paid in quarterly installments over one year, which commenced upon completion of the Transactions with the payment of the initial installment of €250,000, and a single payment of €900,000 for product and technology development costs, which was paid on the completion of the Transactions. Each such amount is subject to applicable VAT charges. Currently Fusion Fuel has the right to use such intellectual property, but will not have full ownership of such intellectual property until all such payments are made.

Fusion Fuel Portugal has a Production Agreement with MagP pursuant to which MagP guarantees a supplythe transformation of all materials and installationsprovided by Fusion Fuel Portugal for the CPV solar trackers used in Fusion Fuel’s Hydrogen Generators over a three-year period.HEVO-Solars. The current production quantities to be produced are agreed between both parties quarterly in advance. Fusion Fuel does not have any financial obligations under this contract, contingent or otherwise, as the contract provides that MagP and Fusion Fuel areis to agree todeliver a production schedule each January which will establish thefixed number of Trackers, and theas agreed between both parties. A fixed cost per Tracker to be supplied by MagP is also stipulated in such year. Once the order has been placed then Fusion Fuel has a financial obligation to pay for those orders. Fusion Fuel has not submitted any purchase orders to MagP as of December 31, 2020, and as of such date there were no outstanding financial obligations under the Production Agreement. In January 2021, Fusion Fuel placed an order for 600 units to be supplied during this year. Fusion Fuel Portugal also has two project contracts with MagP regarding the production of the units required for the two phases of the Evora project being developed, and there were payments related to these contracts in December of 2020.contract. For more information relating to the contracts with MagP, see “Related“Related Party Transactions.”Transactions” in the Annual Report.

Fusion Fuel Portugal engagedDuring 2022, the following law firms and agents relatedBoard of Directors approved the installation of multiple production lines at the Group’s production facility at Benavente. The Group has signed agreements amounting to €18.3 million relating to the Transactions: Feinberg Hanson LLP indesign, fit-out and installation of multiple production lines. At December 31, 2023, the United States, Arthur Cox LLP in Ireland, Lisbon Law in Portugal and also has engaged Bruno Knudsen as a brokerGroup had capital commitments of approximately €6.5 million (2022: €12.4) which is all due for fundraising as of May 1, 2020. Amounts due to these firms were repaid upon consummation of the Transactions.repayment during 2024.

On August 13, 2020, Parent and HL jointly engaged Fearnley Securities Inc. (“Fearnley”) as joint lead manager in connection with the private placement of Class A Ordinary Shares. As of August 25, 2020, Parent entered into subscription agreements with the PIPE Investors to issue an aggregate of 2,450,000 Class A Ordinary Shares at a price of $10.25 per share, for aggregate gross proceeds to Parent of $25,112,500. On December 10, 2020, in connection with the consummation of the Transactions, Fearnley was paid an aggregate of $944,476, which represented a success fee of 3.5% of the gross proceeds received from sale of the Class A Ordinary Shares by Fearnley, and an additional 50% of 3.5% of the gross proceeds received from the sale of Class A Ordinary Shares introduced by persons other than Fearnley, an additional discretionary fee of 0.25% of the aggregate gross proceeds received from the sale of the Class A Ordinary Shares, and reimbursement of Fearnley’s legal expenses.

Parent does not have any significant capital or other commitments, long-term obligations, or guarantees as of December 31, 2020.

G. Safe Harbor

This Annual ReportMD&A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report.above.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this Annual Report.

(1)    Member of the Audit Committee

(2)    Member of the Nominating Committee

(3)    Member of the Compensation Committee

Jeffrey E. Schwarz became the Chairman of the Board of Directors of Parent on December 4, 2020, which was the date that Parent’s board of directors approved the closing of the Transactions. Mr. Schwarz served as the Chief Executive Officer and Chairman of the Board of HL Acquisitions from HL’s inception in February 2018 throughuntil the consummation of the Transactions on December 10, 2020. Mr. SchwarzMerger. He is the Co-Founder of Metropolitan Capital Advisors, Inc., a New York-based money management firm founded in 1992. Mr. Schwarz served as Metropolitan’s Chief Investment Officer from the firm’s inception until his retirement in 2012. Since 2012, Mr. Schwarzhe has served as the Managing Member of Metropolitan Capital Partners V LLC, the investment vehicle of the Schwarz family office. Mr. Schwarz also serves as the Chairman of the Board – and was a Founding Shareholder – of XL Batteries Inc, a developer of batteries for long duration energy storage at grid-scale; and as Co-Chairman of the Board of Bogen Corporation, a telecommunications equipment provider. He also serves as the Co-Chairman of the Board of Bogen Communications International Inc., which is the ultimate corporate parent of Speech Design GmbH, a global provider of messaging services to telecom carriers.audio equipment. Mr. Schwarz previously served as the Chairman of the Board of Molopo Energy Ltd., an Australian Stock Exchange listed, Calgary, Alberta-based oil and gas exploration and production company, and as a member of the Board of Directors of Cyberonics Inc., a Nasdaq listed medical device company. Mr. Schwarz received a BS in Economics (Summa Cum Laude) and an MBA from the Wharton School of the University of Pennsylvania. We believe Mr. Schwarz is well-qualified to serve as a director due to his contacts and business experience.

Frederico Figueira de Chaves became thehas served as Group Chief FinancialExecutive Officer since June 5, 2023 and a Director of Parent onsince June 18,3, 2020. Mr. Figueira de Chaves is the actingHe previously served as Chief Financial Officer of Fusion Fuel Portugal as one of its directors since the beginning of 2020. HeParent from June 3, 2020, until his promotion to Chief Executive Officer. Mr. Figueira de Chaves has been a shareholder and member of the Board of Directors of Fusion Welcome, S.A. since 2018 and Fusion Fuel Portugal since its reorganization as an S.A. in 2020. He is also is a member of Key Family Holdings Investments, a minority shareholder of Fusion Fuel Portugal and Fusion Welcome,Negordy S.A., S.A. From 2006 to the end of 2019, Mr. Figueira de Chaveshe held various senior positions (Managing Director level) at UBS AG, including UBS Asset Management Head of Sales Management & Marketing, AM Head of Wealth Management Distribution, Chief of Staff to Asset Management CEO, Chief of Staff to UBS Group COO & Head of EMEA, among others. Mr. Figueira de Chaves holds a master’s degree in Economics from Edinburgh University. We believe Mr. Figueira de Chaves is well-qualified to serve as a director due to his experience in developing and running new business lines at UBS AG, his financial services background and network, and his knowledge of the Fusion Fuel strategy, business, and supply chain.

André Antunes became Chief Operating Officer of Parent on June 5, 2023, after being promoted from the position of Chief Production Officer of Parent, a position he held since August 1, 2021. He has also been a member of the Executive Committee since August 1, 2021. Mr. Antunes has more than 15 years of experience in different industries as automotive, metallurgic, tobacco and FMCG, and proven success in manufacturing and production, quality assurance and leadership. Before joining Fusion Fuel, S.A., and since 2020, Mr. Antunes was the Operations Manager in a Unilever Factory in Portugal. From 2011 until 2020 worked in Tabaqueira, S.A., a Philip Morris International affiliate, where he joined as a Production Supervisor, holding different roles such as Strategic Planner, Continuous Improvement Leader, Production Business Unit Manager, Production Secondary area Manager and Site Production Manager. From 2006 until 2011 he was the Operations Manager in Farame, S.A., a metallurgic company. From 2002 until 2006 held different roles in Automotive Industry in 3 different Companies, such as Toyota - Salvador Caetano, PSA - Mangualde Plant and GM - Azambuja plant, holding different roles in Quality and Production. Mr. Antunes holds a degree in Industrial Engineering and Management in University of Aveiro, a Post-Graduation degree in Management in New University of Lisbon and a Lean Six Sigma Black Belt degree from Lean Six Sigma Company. We believe Mr. Antunes is well qualified to serve as Chief Production Officer due to his experience in establishing, running, and continuously improving large-scale production facilities.

João Teixeira Wahnon became a Director of Parent on June 18, 2020 and became the Chief of Business Development as of December 10, 2020, the closing date of the Transactions. He also served as a Director of Parent from June 3, 2020 to October 6, 2023. Mr. Teixeira Wahnon co-founded Fusion Welcome, S.A., and has served as Head of Business Development for each of Fusion Welcome, S.A., Fusion Fuel Portugal and MagP Inovação, S.A. since 2015. Prior to working with Fusion Welcome, S.A., Mr. Teixeira Wahnonhe was an Executive Director of MagPower from 2009 until it ceased operations around 2014. From 2005 to 2008 he was a Business Development Advisor to the Board of Directors at Somague Ambiente SGPS S.A., a water treatment and supply company in Portugal, and from 1994 to 2004 he was a Director at Somague Engineering S.A., an engineering and construction company in Portugal, and was responsible for civil works negotiations. He holds a Degree in Engineering from the Instituto Superior Técnico of Lisbon. We believe Mr. Teixeira Wahnon is well-qualified to serve as a director due to his experience in the green energy space, his extensive knowledge of the Fusion Fuel business and his broad network of contacts in the renewable energy business and industry in Europe, the Middle East, Northern Africa and the United States.

Jaime Silvabecame the Chief Technology Officer and a Director of Parent as of December 10,4, 2020, the closing date of the Transactions.Transactions, and Head of Innovation as of June 5, 2023. Mr. Silva also served as a Director of Parent from December 4, 2020 to October 6, 2023. Mr. Silva co-founded Fusion Welcome, S.A. and has served as Chief Technology Officer and executive officer of each of Fusion Welcome, S.A., Fusion Fuel Portugal and MagP Inovação, S.A. since 2015. Prior to founding Fusion Welcome, S.A., Mr. Silva co-founded MagPower —- Soluções de Energia S.A., a CPV solar company (“MagPower”MagPower”), and served as its Chief Technology Officer from inception in 2007 until it ceased operations around 2014. MagPower created the foundation to the CPV solar technology currently used by MagP Inovação, S.A., and pays royalties to MagPower on all sales of the CPV solar technology, including the sales to Fusion Fuel. Prior to MagPower, Mr. Silva was founder and CEO of Margina —- Industria Metalomecânica S.A. —- Metallurgic Industry, and before that founder and CEO of Imediata —- Comunicações e Multimédia S.A., a multimedia kiosk technological company. Mr. Silva holds a master’s degree in management and a master’s degree in telecommunications each from the University of Porto, and a degree in Electrical Engineering from the University of Porto.

Theresa “Terry” Jester became a Director of Parent on December 13, 2021. Ms. Jester currently serves as Managing Director for KIWA PI Berlin, LLC which she joined in January 2023. She serves on the Boards of Canadian Premium Sands, a high-quality solar glass company, NEXT Energy Technologies, a developer of organic photovoltaic coatings used to transform windows into energy-producing assets, and Highland Materials, a global leader in the production of solar silicon. She previously served as CEO of BIA Controls, a developer and installer of demand management, energy management and building automation software systems. Ms. Jester began her career at ARCO Solar in 1979 where she helped develop and commercialize the materials strategy which is largely still in use today for crystalline silicon products. There she led the development of the first large $400 million solar manufacturing operation in Camarillo, California, as well as helped run factories in the Philippines, Germany, Brazil, India, and Portugal as part of the worldwide strategies for SunPower, Solaria, SolarWorld, Shell and Siemens. Ms. Jester holds a Mechanical Engineering Degree from California State University. We believe Mr. SilvaMs. Jester is well-qualified to serve as a director due to hisher contacts and business experience, in the green energy space, his extensive knowledge of the Fusion Fuel businessparticularly with respect to developing, producing and his technical and scientific knowledge in this space as the developer of Fusion Fuel’s hydrogen electrolyzer.commercializing new technologies.

António Augusto Gutierrez Sá da Costa became a Director of Parent as of December 4, 2020, which was the date that Parent’s board of directors approved the closing of the Transactions. Mr. Gutierrez Sá da Costa currently serves as the President of EREF, the European Renewable Energy Federation, and has been in such role since May 2018. He served as the President of Associação Portuguesa de Energias Renováveis (APREN), Portugal’s renewable energy association, from 2002 to March 2019. Since his retirement from APREN, Mr. Gutierrez Sá da Costa has provided advice on a consulting basis concerning the development and consumption of renewable energy. Mr. Gutierrez Sá da Costa has an engineering degree as a Civil Engineer in Hydraulics from the Instituto Superior Técnico Lisbon University (Portugal), a Master of Science in Water Resources from the Massachusetts Institute of Technology, and a PhD in Water Resources from the Massachusetts Institute of Technology. We believe Mr. Gutierrez Sá da Costa is well qualified to serve as a director due to his contacts and his experience in the renewable energy industry across Europe and his understanding of the scientific processes involved in the business.

Rune Magnus Lundetrae became a Director of Parent and Chair of the Board Audit Committee as of December 4, 2020, which was the date that Parent’s board of directors approved the closing of the Transactions. Mr. Lundetrae served as a member of HL’s board of directors from June 2018 to December 10, 2020.until the Merger. Since 2020, Mr. Lundetræ has managed investments in the shipping and energy industry and has been a Director and Chairman of public companies, primarily in Norway. He is currently Director and Chairman of several private companies in Norway, mainly in offshore related industries as well as property companies. From December 2016 to December 2019, Mr. Lundetrae served as the Deputy Chief Executive Officer and Chief Financial Officer of Borr Drilling Ltd., the world’s largest premium jack-up rig operator. From August 2015 to December 2016, Mr. Lundetraehe was a Managing Director and Head of Oil Services of DNB Markets, the investment banking subsidiary of DNB, Norway’s largest financial services group. From 2012 to June 2015, he served as Chief Financial Officer of Seadrill Ltd, the world’s largest offshore driller. From 2010 to 2011, Mr. Lundetraehe served as Chief Financial Officer of Scorpion Offshore, an international offshore drilling company based in Houston, Texas and listed on the Oslo Stock Exchange. Mr. Lundetrae began his career with KPMG Stavanger, an auditing firm. Mr. LundetraeHe received a BA in Business Administration from the University of Newcastle Upon Tyne, a M.ScM.Sc. in IS Management from the London School of Economics and a M.ScM.Sc. of Accounting and Finance from the Norwegian School of Economics. He is qualified as a CPA in Norway. We believe Mr. Lundetrae is well qualified to serve as a director due to his contactssignificant experience with public companies, in particular on accounting and business experience.governance aspects.

Alla Jezmir becamehas served as Investment Partner at Galway Sustainable Capital, a Director of Parent as of December 4, 2020, whichspecialty finance company that invests in companies, projects and assets that accelerate the transition to a sustainable economy while delivering positive environmental and social benefits, since November 2023. From 2019 to 2023, she was the date that Parent’s board of directors approved the closing of the Transactions. Ms. Jezmir is founding team memberFounding Team Member and Executive Vice President, Head of Corporate and Business Development at Earthrise Energy, a Washington, DC-based company focused on acceleratingan Arlington, VA based independent power producer advancing the energy transition, and has been in such role since January 2020.transition. From 2013 to 2019, Ms. Jezmir served in progressively senior roles, most recently as Managing Director, at CCM aEnergy, the clean energy investment firm supporting innovative companies and projects that improve the environmental and economic performancedivision of buildings, and part of the CCM Group, of Companies. Froma real estate firm. Concurrently, from 2015 to 2019, Ms. Jezmir was Principal and founding team member of Traverse Venture Partners, an investment platform launched out of CCM to catalyzeback entrepreneurs transforming the transformation to a more productive, flexible and efficient real estate.estate industry. Prior to CCM and Traverse, she served as Project Manager in the Business Development group at AES Corporationthese roles, from 2010 to 2012, where she facilitatedsteered the development of AES Corporation’s Global Gas Program as Project Manager in its Business Development Group. She also served on theAES’ Internal Review Team and supported projectthe development for the AESof its award-winning energy storage group. Previously, asgroup (now Fluence). As Principal of the Green Portfolio at Calvert Impact Capital from 2009 to 2010, Ms. Jezmir led the organization’s Green Initiative, facilitating investments atinvesting in community development organizations across the intersection ofglobe that address social and environmental sustainability and poverty alleviation.challenges. From 2009 to 2018, she was co-founderco-founded and served as Board Chair of EGG-energy, a social enterprisecompany that provideddelivered solar energy services to Tanzanian households and small enterprises lacking access to the power grid. Ms. Jezmir holds an MBA from Harvard Business School, an MPA from the Harvard Kennedy School of Government, and a BSBA from Washington University in St. Louis. She serves on the Board of the Clean Energy Leadership Institute (CELI), is a Term Member at and on the Council on Foreign Relations and founding memberAdvisory Board of the Leadership Now Project.University of Illinois Sustainable Technology Center. We believe Ms. Jezmir is well qualifiedwell-qualified to serve as a director due to her experience in the clean energy industry.industry and in early-stage companies.