Fusion Fuel Green PLC
For the period ended Sep 25, 2026. Filed Sep 25, 2026.
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Sep 25, 2026 · Filed Sep 25, 2026
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Contents
Forward-Looking Statements
This Report on Form 6-K includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and can be identified by words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology. Forward-looking statements in this Report on Form 6-K include, but are not limited to, statements regarding: the Company’s intention to restate its consolidated financial statements for the fiscal year ended December 31, 2025 and to file the Amended Report with the SEC; the expected nature and scope of the restatement, including with respect to the foreign currency translation adjustments on intangibles and goodwill, the reclassification of foreign exchange differences from profit or loss to other comprehensive income, and the goodwill impairment analysis; the anticipated impacts of the restatement on previously reported financial statement amounts; the Company’s preliminary estimates of the expected increase in net loss, the expected reduction in total equity and the non-cash nature of the adjustments; the Company’s belief that the foregoing corrections will not have any impact on the Company’s cash position or overall business; the Company’s expectation that the restatement will not directly cause it to fail to meet applicable continued listing requirements of the Nasdaq Capital Market; and the Company’s expectation that it will file the Amended Report as soon as reasonably practicable.
These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance, conditions, or results. They involve known and unknown risks, uncertainties, and other important factors, many of which are outside the Company’s control, that could cause actual results to differ materially from those expressed or implied, including, without limitation: the risk that the actual effects of the restatement differ from those currently anticipated, including the possibility that additional errors or adjustments are identified in connection with the ongoing review; the risk that the Amended Report is not filed on the timeline currently anticipated or at all; the risk that the restatement has impacts on the Company’s business, financial condition, or results of operations beyond those currently expected; the risk that the restatement or the underlying accounting errors result in regulatory inquiry, investigation, or enforcement action by the SEC or other governmental authorities; the risk that the restatement leads to litigation, claims, or other proceedings against the Company; the potential for adverse effects on investor confidence or the market price of the Company’s securities; the risk that the Company’s internal controls over financial reporting are determined to be ineffective; risks related to foreign exchange rate fluctuations affecting the translation of the Company’s foreign operations; the risk that the estimated financial impacts of the restatement, including the expected increase in net loss, reduction in total equity and characterization of the adjustments as non-cash, prove to be materially different from the amounts described herein; the risk that the restatement, or any further adjustments identified in connection with the completion thereof, could directly cause the Company to fall below the minimum shareholders’ equity or other requirements for continued listing on the Nasdaq Capital Market; and the risks and uncertainties described in Exhibit 99.2 to the Report on Form 6-K/A furnished by the Company with the SEC on July 29, 2026, the Company’s Annual Report on Form 20-F filed with the SEC on May 7, 2026, and other filings with the SEC.
Actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. All forward-looking statements in this Report on Form 6-K are qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances that may arise after the date hereof, except as required by law.
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