Trooperstocks
1 día hace
Fusion Fuel Green (NASDAQ: HTOO) Executes Agreement to Acquire Majority Stake in QIND
November 19, 2024
In This Article:
QIND HTOO
Quality Industrial Corp. (OTC PINK:QIND) ("QIND" or the "Company") is an industrial company specializing in the energy sector. On November 18, 2024, the Company, Fusion Fuel Green PLC, an Irish public limited company listed on NASDAQ under the ticker symbol "HTOO" ("Fusion Fuel"), Ilustrato Pictures International Inc. ("Ilustrato"), and certain other stockholders of the Company (together with Ilustrato, the "Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement") to transfer a total of 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock to Fusion Fuel, representing approximately 69% of the capital stock of the Company. In accordance with the Purchase Agreement, Fusion Fuel will issue a combination of ordinary shares and convertible preferred shares as compensation for the Purchased Shares. This arrangement will result in the Sellers holding an ownership stake of approximately 70% in Fusion Fuel, calculated on an as-converted, fully diluted basis. The preferred shares, however, cannot be converted until Fusion Fuel's shareholders grant their approval for the conversion to ordinary shares and clearance of an initial listing application to be filed with Nasdaq.
Consequently, this transaction is expected to effect a change in control of QIND. The shares of the Company being transferred will represent approximately 69.36% of the voting rights associated with the outstanding shares of the Company, calculated on a fully diluted and as-converted basis, subject to satisfaction or waiver of closing conditions to the completion of the transaction.
John-Paul Backwell, CEO of QIND, stated, "We recognize a significant strategic opportunity in integrating our dependable recurring revenue and expertise across the gas value chain with Fusion Fuel's top-tier hydrogen engineering capabilities. This collaboration is expected to allow us to provide a complete array of services that better meet current energy demands while laying the groundwork for sustainable growth in the future. The expected synergy with Fusion Fuel presents a promising opportunity for our profitable, expanding Middle Eastern gas business to enter Europe, while offering Fusion Fuel a platform to grow in the Middle East."
A copy of the Purchase Agreement will be attached as an exhibit to a Current Report on Form 8-K that will be filed by the Company with the Securities and Exchange Commission (the "SEC") and made available at www.sec.gov and on the Company's website. The description above is qualified in its entirety by reference to the full text of such exhibit.
The Purchase Agreement sets forth material terms and conditions for the potential transaction that, if consummated, would result in the acquisition of approximately 69% of the issued and outstanding shares of QIND's share capital at the closing. The closing will be subject to execution of and the satisfaction or waiver of certain terms and conditions. If the closing occurs, certain post-closing requirements will become applicable, including shareholder approval of related matters and approval by The Nasdaq Stock Market LLC ("Nasdaq") of a new initial listing application, and failure to satisfy such requirements within a certain period may result in the unwinding of the acquisition of the shares of the Company by Fusion Fuel at the closing. There can be no assurance that the closing will occur, or that post-closing requirements for the acquisition will be met.
About Quality Industrial Corp
Quality Industrial Corp. (OTC PINK: QIND) is an industrial company specializing in the energy sector. Its operating business consults, designs, supplies, installs, and maintains liquefied petroleum gas (LPG) systems, while also transporting and supplying LPG in bulk and cylinder format to nearly 40,000 customers. It serves commercial buildings, mixed-use apartment complexes, shopping complexes, food courts, heavy industries, labor accommodations, catering units, commercial kitchens, and restaurants. The public entity was formerly Wikisoft Corp. before changing its name to Quality Industrial Corp. in August 2022. Learn more about Quality Industrial Corp. by visiting its website at https://www.qualityindustrialcorp.com and https://www.alsholagas.ae.
About Fusion Fuel Green plc
Fusion Fuel is a pioneer in the green hydrogen sector, committed to advancing the energy transition through innovative hydrogen solutions. Specializing in end-to-end engineering and advisory services, Fusion Fuel supports the development and deployment of sustainable hydrogen infrastructure for a range of applications. As a full-service partner, Fusion Fuel provides expert guidance to customers seeking to implement clean hydrogen projects with a focus on flexibility, reliability, and efficiency. Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu and following us on LinkedIn.
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect the Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements, including without limitation, the ability of the Company, Fusion Fuel, and the Sellers to obtain all necessary regulatory and other consents and approvals in connection with the acquisition, the QIND and Fusion Fuel's ability to complete the acquisition and integrate their businesses, obtain Nasdaq clearance of a new initial listing application in connection with the acquisition, and obtain shareholder approval of the matters to be voted on at a shareholders' meeting to approve matters required to be approved in connection with the Purchase Agreement. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
CONTACT
Quality Industrial Corp.
315 Montgomery Street, San Francisco
CA 94104, USA
Phone: +1-800-706-0806
Email: info@qualityindustrialcorp.com
Investor site: https://qualityindustrialcorp.com
Twitter: @QualityIndCorp @ILUS_INTL
SOURCE: Quality Industrial Corp.
NinjaVolcano44
4 días hace
Not pretending to deramp this, but I'm out of HTOO now. Here are some thoughts.
I really don't understand anything they are doing. They are "buying" QIND, but QIND will own 75% of HTOO... And I don't even get what does ILUS have to do in this matter. Too many crappy companies involved. And to do all this, they are issuing 70 million new shares of HTOO (current outstanding shares are around 18 million...) and I understand another several millions shares of the other companies. Are they all trying to squeeze all the money out of these companies before their delisting?
I bought some shares again a few months ago (hoping for some kind of big last bounce), but sold them all again recently. Having being following this company for a few years now (I started buying when shares were over $10...), reading everything I could find online and listening to ALL their Calls, I could still not really get if they were legit or a huge fraud.
They kept talking BS about tens of projects in every call, while NONE got developed, other than a crap 100Kw one in Spain.
They were supposed to own some HEVO Solar in Portugal (although only 15), which were supposed to be producing Hydrogen, but they NEVER declared any sort of benefits from this.
Not even some minimal feedback from the two small projects they did (one refueling station in Madrid with HEVO solar and some small HEVO Chain project also in Spain)
They sold a few million shares in February, at an average of $3/share, and we NEVER saw this money reflected anywhere in their reports...
As I read someone saying recently talking about this current "merger": A tiny gas company based in Canada, doing business in UAE, joining a failing company financially based in Ireland and (supposedly) operating in Portugal... Yep, it doesn't sound great.
I started buying this stock soon after I started investing in stocks, so my knowledge were even worse than know. I feel a bit like and idiot and I'm not very proud of what I did with this stock but, as I didn't loose almost any money, I really want to see it as a lesson. This was my "100% speculative stock", praying for a multibagger in the long term. I was stupid enough not to sell all in February (I went to around 4x of my initial amount) with the huge spike as I was still not sure whether they were legit or not, but the news did indeed sound amazing... but in the end, as I averaged down big time when it was in 0.6ish, I was able to sell with some small profit (which I have almost lost within the last few weeks).
WeTheMarket
7 días hace
Fusion Fuel Announces Completion of QIND Acquisition and Executive Leadership Changes
Nov 26, 2024 5:45 PM EST
https://ir.fusion-fuel.eu/news-releases/news-release-details/fusion-fuel-announces-completion-qind-acquisition-and-executive
DUBLIN, Nov. 26, 2024 (GLOBE NEWSWIRE) -- Fusion Fuel Green PLC (NASDAQ: HTOO) (“Fusion Fuel” or the “Company”), a leader in full-service green hydrogen solutions, today announced the successful closing of its previously disclosed transaction to acquire a controlling stake in Quality Industrial Corp. (OTC Pink: QIND) (“QIND”) through a share exchange. The completion of this strategic acquisition strengthens Fusion Fuel’s position in the energy engineering, supply, and services business, creating a robust platform to capitalize on growing demand in the renewable energy and industrial gas sectors.
As part of the transaction, Fusion Fuel has made several key leadership changes to align with its strategic vision. Effective immediately, John-Paul Backwell has been appointed Chief Executive Officer and will join the Company’s Board of Directors. Mr. Backwell will continue in his current role as Chief Executive Officer of QIND. Additionally, Frederico Figueira de Chaves, formerly the Company’s Chief Executive Officer, will transition to the role of Chief Strategy Officer and Head of Hydrogen Solutions. Gavin Jones continues as the Company’s Chief Financial Officer.
Remarking upon the changes, Jeffrey Schwarz, Chairman of the Board of Fusion Fuel said, “We are thrilled to welcome Mr. Backwell to our executive leadership team, further strengthening the depth and breadth of our management capabilities. His extensive multidisciplinary experience in business management, with particular emphasis on the scaling of companies, international market development, and mergers and acquisitions—will be instrumental in driving Fusion Fuel’s growth and delivering long-term value to its stakeholders. Over the course of his more than two-decade career, Mr. Backwell has demonstrated exceptional leadership, holding key roles as Chief Executive, Managing Director, and both Executive and Non-Executive Director.” Mr. Schwarz continued, “In his new role as Chief Strategy Officer and Head of Hydrogen Solutions, Mr. Figueira de Chaves will focus on operational excellence and driving innovation in Fusion Fuel’s core hydrogen engineering capabilities.”
John-Paul Backwell added: “I am honored to lead Fusion Fuel at this pivotal moment. This transaction marks a significant milestone in the evolution of Fusion Fuel’s business, providing the scale, synergies, and expertise needed to drive growth and deliver exceptional value to our stakeholders. Together with Frederico and the rest of the team, I am excited to build a world-class platform for engineering and advisory services across the energy and industrial sectors, helping to shape the future of energy and sustainability.”
The Company plans to hold an investor presentation to provide an overview of the strategic rationale behind this transaction, the vision for the combined company, and its plans for sustained growth in the hydrogen and industrial gases markets. The date and time of the presentation will be announced over the coming days, with access details to follow on the Company’s website.
Nasdaq Compliance Update
The Company has also announced that the hearing to appeal the delisting of its securities from Nasdaq has been scheduled for January 7, 2025. Management is confident that following the close of this transaction and the consolidation of financials, Fusion Fuel will meet the stockholder equity requirements for continued listing.
About Fusion Fuel Green plc
Fusion Fuel Green plc (NASDAQ: HTOO) is a leading provider of full-service energy engineering and advisory solutions, specializing in green hydrogen and broader industrial gas applications. Through its majority-owned subsidiary, Quality Industrial Corp., Fusion Fuel now offers an expanded portfolio of services, including the design, supply, installation, and maintenance of energy systems, as well as the transport and distribution of liquefied petroleum gas. The Company serves a diverse customer base spanning commercial buildings, mixed-use developments, heavy industries, and food service sectors, while continuing to drive innovation in the renewable energy space. Fusion Fuel is committed to advancing the global energy transition by delivering sustainable, efficient, and reliable energy solutions. Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu and following us on LinkedIn.
A description of the Stock Purchase Agreement, dated November 19, 2024 (the “Purchase Agreement”), among the Company, QIND, and certain shareholders of QIND (the “Sellers”) is contained in a report on Form 6-K that was furnished by the Company to the Securities and Exchange Commission (the “SEC”) on November 20, 2024, and a copy of which was included as an exhibit to such Form 6-K. The description above is qualified in its entirety by reference to the full text of such exhibit.
The Purchase Agreement sets forth material terms and conditions for the transaction that, upon consummation, resulted in Fusion Fuel’s acquisition of approximately 70% of the issued and outstanding share capital of QIND. Certain post-closing requirements are applicable, including stockholder approval of related matters and Nasdaq clearance of a new initial listing application, and failure to satisfy such requirements within a certain period may result in the unwinding of the acquisition by the Company of the shares of QIND. A further description of these requirements is contained in a report on Form 6-K that is being furnished by the Company to the SEC on or around the date hereof. There can be no assurance that post-closing requirements for the acquisition will be met.
NinjaVolcano44
3 semanas hace
What's going on here. They should have stopped trading today according to letter from SEC, unless appeal was accepted. So I guess it did... however, no info, as usual. Today was a crazy day in the market for HTOO. 6 million shares volume. Any thoughts? Also, any thoughts about this following text?
Just uploaded on Fusions website:
Fusion Fuel Issues Damages Claim Against Hydrogenial S.A. for Failure to Fund $33.5 Million Subscription Agreement; Announces Insolvency of Portuguese Subsidiary
Nov 14, 2024 4:15 PM EST
DUBLIN, Nov. 14, 2024 (GLOBE NEWSWIRE) -- Fusion Fuel Green Plc (“Fusion Fuel” or the “Company”) announced today that it has issued a damages claim against Hydrogenial S.A. (“Hydrogenial” or the “Investor”) and its principal, Mr. Norbert Bindner, following their failure to fund the $33.5 million Subscription Agreement disclosed in the Company’s Form 6-K on September 11, 2024. Under the terms of this agreement, entered into in good faith by the Company on August 28, 2024, the Investor committed to purchase an aggregate of 43,790,850 Class A ordinary shares (the "Class A Shares"), along with warrants to acquire an additional 13,137,254 Class A Shares, for a total purchase price of $33,500,000.
Pursuant to Section 3 of the Subscription Agreement, the closing was to take place on September 30, 2024, with full payment due at or before the time of the closing. Despite all conditions to closing being met, as confirmed in discussions with Hydrogenial representatives, the Investor failed to fund in a timely fashion. The Company promptly informed Hydrogenial of its breach and requested immediate resolution, and Hydrogenial subsequently provided the Company with a revised closing date of October 25, 2024; however, to date, the Company has yet to receive proceeds from the investment. This continued delay has led Fusion Fuel to pursue legal recourse.
As a direct consequence of the funding delay, Fusion Fuel has filed for insolvency for its Portuguese subsidiary, Fusion Fuel Portugal S.A., out of which the most significant portion of the Company’s technology sales and project development activities had been conducted. On the advice of insolvency counsel, the Company has submitted a claim in Portugal for damages incurred due to Hydrogenial’s breach. The Company notes that the Investor’s obligation under the Subscription Agreement remains in effect notwithstanding the filing of the claim and the insolvency of its Portuguese subsidiary.
In response to these events, Fusion Fuel is actively exploring strategic alternatives to preserve shareholder value, including a potential transaction that management believes could complement the Company’s hydrogen business and yield significant synergies. The Company expects to provide further updates in short order.
NinjaVolcano44
3 meses hace
.https://ir.fusion-fuel.eu/financials-filings/sec-filings
New Form 6-K uploaded yesterday. I'm not sure I understand what it says... but it states that "a private investor" just bought over 44 million shares in Fusion Fuel (have in mind that up to a few weeks ago, the company had 17.5 Million outstanding shares) at a price of 0.0001 dollar per share, and warrants to acquire over 13 million shares for an aggregate purchase price of 33.5 Million dollars!!
Once again, I'm talking without much real knowledge in the field, so if anyone sees anything wrong or stupid (quite likely), please, correct me. I'll appreciate it.
I understand that those 44 million shares + the warrants for another 13 million shares, makes a total of around 57 million new shares. For a total of 33.5 million dollars, that means an average price of about 0.59 dollar/share, which is more or less the current price, so it would kind of make sense. I don't know whether this is good or bad... It says that this deal was done on the 28th August... which would explain the abnormally huge volume at the opening of the stock market that day with a sale of around 200K shares at 0.59.
Good because they have now an extra over 33.5 million dollars... which should deal with the 10M equity NASDAQ notice... but not with the <1dollar/share price one.
Bad because they have diluted the amount of shares. I understand they went from 17.5 million outstanding shares to 74.5 million shares (44million + 13 million in warrants + the already existing 17.5 million)... which means a dilution of more than x4. But they have increased x4 the amount of shares, without an actual decrease in the share price, so I would guess even thought its not great, it could be worse.
After this Form 6-K, I would assume that they will probably announce the date for the Q2 call today when the market opens or tomorrow...
Any thoughts?
WeTheMarket
4 meses hace
Fusion Fuel Green Receives Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement
Aug 07, 2024
https://ir.fusion-fuel.eu/news-releases/news-release-details/fusion-fuel-green-receives-nasdaq-deficiency-notice-regarding-0
Ordinary shares will continue to trade on the Nasdaq Global Market, and the Company’s listing on such exchange is not affected by the receipt of the Notice
DUBLIN, Aug. 07, 2024 (GLOBE NEWSWIRE) -- Fusion Fuel Green Plc (the “Company”) has received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not currently in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Rules for continued listing on Nasdaq (the “Minimum Bid Price Requirement”), based on the closing bid price of the Company’s listed securities for the 31 consecutive business days from June 18, 2024 to August 1, 2024.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until January 29, 2025 (the “Compliance Deadline”), to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s Class A ordinary shares (the “Ordinary Shares”) must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.
The Notice has no immediate effect on the listing of the Company’s Ordinary Shares, which continue to trade on The Nasdaq Global Market under the symbol “HTOO”. The Company intends to monitor the closing bid price of its Ordinary Shares and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance by the Compliance Deadline, the Company may be afforded an additional 180 calendar day period to regain compliance as provided by the Nasdaq Listing Rules.
About Fusion Fuel Green plc
Fusion Fuel is an emerging leader in the green hydrogen sector committed to accelerating the energy transition through the development of disruptive, clean hydrogen solutions. Fusion Fuel’s patented miniaturized Proton Exchange Membrane (PEM) electrolyzer – the HEVO – and building-block approach to green hydrogen production, unlock unprecedented modularity, flexibility, and reliability in the design and deployment of small-to-midscale green hydrogen solutions. Its business lines include the sale of its electrolyzer systems, the development and sale of turnkey hydrogen plants, and the provision of end-to-end project engineering and advisory services. Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu, and by following us on LinkedIn.
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