CORRESP Filing
Fusion Fuel Green PLC
Date: May 23, 2025 · CIK: 0001819794 · Accession: 0001213900-25-047354
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286202
Referenced dates: April 9, 2025
Letter
E: Lou@bevilacquapllc.com
T: 202.869.0888 (ext. 100)
W: bevilacquapllc.com
May 23 , 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
F Street, N.E.
Washington, D.C. 20549
Attn: Eranga Dias
Erin Purnell
Re: Fusion Fuel Green PLC
Registration Statement on Form F-3
Filed March 28, 2025
File No. 333-286202
Ladies and Gentlemen:
On behalf of our client, Fusion Fuel Green PLC (the " Company "), we hereby submit the responses of the Company to the comments of the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") set forth in the Staff's letter, dated April 9, 2025, providing the Staff's comments with respect to the Company's Registration Statement on Form F-3 (File No. 333-286202) filed with the SEC on March 28, 2025 (the " Registration Statement ").
For the convenience of the Staff, each of the Staff's comments is set forth below and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to "we," "us," and "our" refer to the Company on a consolidated basis.
Registration Statement on Form F-3 filed March 28, 2025
Exhibits
1. Please revise this section to include the executed Ordinary Shares Purchase Agreement.
Response : Part II. Item 9. Exhibits of the Registration Statement has been revised to include the Ordinary Shares Purchase Agreement, dated as of January 10, 2025, by and between the Company and Keystone Capital Partners, LLC.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
PG. 2
General
2. Please revise your registration statement to include the consent of Quality Industrial Corp.'s auditor, Bush & Associates CPA LLC, as it relates to this filing. Accordingly, also revise the Experts section on page 21 to update your disclosure to include the current experts associated with this filing.
Response : The Registration Statement has been revised to include as an exhibit the consent of Bush & Associates CPA LLC to include a reference to it in the "Experts" section of the Registration Statement and to incorporate by reference its audit report relating to the financial statements of Quality Industrial Corp., and to include a reference to Bush & Associates CPA LLC as the auditor of Quality Industrial Corp. and its audit report relating to the financial statements of Quality Industrial Corp.
3. Please revise your registration statement to include audited financial statements for your most recent fiscal year. See Item 8.A.4 of Form 20-F.
Response : The Registration Statement has been revised to incorporate by reference the audited financial statements of the Company for the fiscal year ended December 31, 2024.
If you would like to discuss our response to the Staff's comment or any other matters related to the Registration Statement, please contact the undersigned at 202-869-0888 (ext. 100).
Sincerely,
/ s /
Louis A. Bevilacqua
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CORRESP 1 filename1.htm E: Lou@bevilacquapllc.com T: 202.869.0888 (ext. 100) W: bevilacquapllc.com May 23 , 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Eranga Dias Erin Purnell Re: Fusion Fuel Green PLC Registration Statement on Form F-3 Filed March 28, 2025 File No. 333-286202 Ladies and Gentlemen: On behalf of our client, Fusion Fuel Green PLC (the " Company "), we hereby submit the responses of the Company to the comments of the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") set forth in the Staff's letter, dated April 9, 2025, providing the Staff's comments with respect to the Company's Registration Statement on Form F-3 (File No. 333-286202) filed with the SEC on March 28, 2025 (the " Registration Statement "). For the convenience of the Staff, each of the Staff's comments is set forth below and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to "we," "us," and "our" refer to the Company on a consolidated basis. Registration Statement on Form F-3 filed March 28, 2025 Exhibits 1. Please revise this section to include the executed Ordinary Shares Purchase Agreement. Response : Part II. Item 9. Exhibits of the Registration Statement has been revised to include the Ordinary Shares Purchase Agreement, dated as of January 10, 2025, by and between the Company and Keystone Capital Partners, LLC. 1050 Connecticut Ave., NW, Suite 500 Washington, DC 20036 PG. 2 General 2. Please revise your registration statement to include the consent of Quality Industrial Corp.'s auditor, Bush & Associates CPA LLC, as it relates to this filing. Accordingly, also revise the Experts section on page 21 to update your disclosure to include the current experts associated with this filing. Response : The Registration Statement has been revised to include as an exhibit the consent of Bush & Associates CPA LLC to include a reference to it in the "Experts" section of the Registration Statement and to incorporate by reference its audit report relating to the financial statements of Quality Industrial Corp., and to include a reference to Bush & Associates CPA LLC as the auditor of Quality Industrial Corp. and its audit report relating to the financial statements of Quality Industrial Corp. 3. Please revise your registration statement to include audited financial statements for your most recent fiscal year. See Item 8.A.4 of Form 20-F. Response : The Registration Statement has been revised to incorporate by reference the audited financial statements of the Company for the fiscal year ended December 31, 2024. If you would like to discuss our response to the Staff's comment or any other matters related to the Registration Statement, please contact the undersigned at 202-869-0888 (ext. 100). Sincerely, / s / Louis A. Bevilacqua Louis A. Bevilacqua Bevilacqua PLLC cc: John-Paul Backwell, Chief Executive Officer Frederico Figueira de Chavez, Interim Chief Financial Officer, Chief Strategy Officer, Head of Hydrogen Solutions