SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

John-Paul Backwell
Chief Executive Officer
Fusion Fuel Green PLC
9 Pembroke Street Upper
Dublin D02 KR83
Ireland

 Re: Fusion Fuel Green PLC
 Registration Statement on Form F-3
 Filed August 8, 2025
 File No. 333-289429
Dear John-Paul Backwell:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Joseph J. Kaufman
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Fusion
Fuel Green PLC

 9
Pembroke Street Upper

 Dublin
D02 KR83

 Ireland

 August
12, 2025

 Securities
and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Jenny O'Shanick

 Re:
 Fusion Fuel Green PLC

 Registration
Statement on Form F-3 (File No. 333-289429)

 Ladies
and Gentlemen,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Fusion Fuel Green PLC hereby respectfully requests that the Securities and
Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3 (the "Registration
Statement") and declare the Registration Statement effective at 5:00 p.m. (Eastern Time) on Thursday, August 14, 2025, or as soon
thereafter as practicable.

 It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Joseph
J. Kaufman of Bevilacqua PLLC at (202) 869-0888, ext. 113 .

 Respectfully,

 Fusion Fuel Green PLC

 By:
 /s/ John-Paul
 Backwell

 John-Paul Backwell

 Chief Executive Officer

 cc:
Joseph J. Kaufman

CORRESP
 1
 filename1.htm

 Fusion Fuel Green PLC

 9 Pembroke Street Upper

 Dublin D02 KR83

 Ireland

 June 10, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

 Attn: Eranga Dias

 Erin Purnell

 Re: Fusion Fuel Green PLC

 Registration Statement on Form F-3 (File No.
333-286202)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Fusion Fuel Green PLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form F-3 (the "Registration Statement") and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Thursday, June 12, 2025, or as soon thereafter as practicable.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 Fusion Fuel Green PLC

 By:
 /s/ John-Paul Backwell

 John-Paul Backwell

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

CORRESP
 1
 filename1.htm

 Fusion Fuel Green PLC

 9 Pembroke Street Upper

 Dublin D02 KR83

 Ireland

 June 10, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

 Attn: Eranga Dias

 Erin Purnell

 Re: Fusion Fuel Green PLC

 Registration Statement on Form F-3 (File No.
333-286198)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Fusion Fuel Green PLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form F-3 (the "Registration Statement") and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Thursday, June 12, 2025, or as soon thereafter as practicable.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 Fusion Fuel Green PLC

 By:
 /s/ John-Paul Backwell

 John-Paul Backwell

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

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. 333-286198

 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. 333-286198) 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

 General

 1. 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 30 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.

 1050 Connecticut Ave., NW, Suite 500

 Washington, DC 20036

 PG. 2

 2. 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

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

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 April 9, 2025

John-Paul Backwell
Chief Executive Officer
Fusion Fuel Green PLC
The Victorians
15-18 Earlsfort Terrace
Saint Kevin s
Dublin 2, D02 YX28, Ireland

 Re: Fusion Fuel Green PLC
 Registration Statement on Form F-3
 Filed March 28, 2025
 File No. 333-286198
Dear John-Paul Backwell:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3 filed March 28, 2025
General

1. 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 30 to update your disclosure to
include the
 current experts associated with this filing.
2. 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.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 April 9, 2025
Page 2

of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eranga Dias at 202-551-8107 or Erin Purnell at
202-551-3454 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 9, 2025

John-Paul Backwell
Chief Executive Officer
Fusion Fuel Green PLC
The Victorians
15-18 Earlsfort Terrace
Saint Kevin s
Dublin 2, D02 YX28, Ireland

 Re: Fusion Fuel Green PLC
 Registration Statement on Form F-3
 Filed March 28, 2025
 File No. 333-286202
Dear John-Paul Backwell:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3 filed March 28, 2025
Exhibits

1. Please revise this section to include the executed Ordinary Shares
Purchase
 Agreement.
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.
 April 9, 2025
Page 2
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.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eranga Dias at 202-551-8107 or Erin Purnell at
202-551-3454 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Fusion Fuel Green PLC

The Victorians

15-18 Earlsfort Terrace

Saint Kevin’s

Dublin 2, D02 YX28, Ireland

May 1, 2024

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Registration Statement on Form F-3

File No. 333-276880

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
Fusion Fuel Green PLC hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such
Registration Statement will become effective at 4:00 p.m., Eastern Time, on Friday, May 3, 2024, or as soon thereafter as practicable.

    Sincerely,

    FUSION FUEL GREEN PLC

    By:
    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves

    Chief Executive Officer

CORRESP
1
filename1.htm

Fusion Fuel Green PLC

The Victorians

15-18 Earlsfort Terrace

Saint Kevin’s

Dublin 2, D02 YX28, Ireland

March 26, 2024

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Registration Statement on Form F-3

File No. 333-276880

Ladies and Gentlemen:

Reference is made to our letter filed as correspondence via EDGAR on March
25, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern
Time, on Wednesday, March 27, 2024, or as soon thereafter as practicable, in accordance with Rule 461 of the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby formally withdraw
our request for acceleration of the effective date. We will advise the Staff as soon as possible once we are ready to again request effectiveness
of the Registration Statement.

    Sincerely,

    FUSION FUEL GREEN PLC

    By:
    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves

    Chief Executive Officer

CORRESP
1
filename1.htm

Fusion Fuel Green PLC

The Victorians

15-18 Earlsfort Terrace

Saint Kevin’s

Dublin 2, D02 YX28, Ireland

March 25, 2024

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Registration Statement on Form F-3

File No. 333-276880

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
Fusion Fuel Green PLC hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such
Registration Statement will become effective at 4:00 p.m., Eastern Time, on Wednesday, March 27, 2024, or as soon thereafter as practicable.

    Sincerely,

    FUSION FUEL GREEN PLC

     	By:
    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves

    Chief Executive Officer

United States securities and exchange commission logo
February 9, 2024
Frederico Figueira de Chaves
Chief Executive Officer
Fusion Fuel Green PLC
The Victorians
15-18 Earlsfort Terrace
Saint Kevin’s
Dublin 2, D02 YX28, Ireland
Re:Fusion Fuel Green PLC
Registration Statement on Form F-3
Filed February 6, 2024
File No. 333-276880
Dear Frederico Figueira de Chaves:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey M. Gallant

CORRESP
1
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FUSION FUEL GREEN PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

May 11, 2022

VIA EDGAR

Mr. Gregory Herbers

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Fusion Fuel Green PLC

Registration Statement on Form F-3

Filed May 5, 2022

File No. 333-264714

Dear Mr. Herbers:

Fusion Fuel Green PLC (the “Company”)
hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced
registration statement so that such registration statement will become effective as of 4:00 p.m., Friday, May 13, 2022, or as soon thereafter
as practicable.

    Very truly yours,

    FUSION FUEL GREEN PLC

    By:
    /s/ Frederico Chaves

    Name: Frederico Chaves

    Title: Chief Financial Officer

United States securities and exchange commission logo
May 11, 2022
Frederico Chaves
Chief Financial Officer
Fusion Fuel Green PLC
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Fusion Fuel Green PLC
Registration Statement on Form F-3
Filed May 5, 2022
File No. 333-264714
Dear Mr. Chaves:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Gallant

CORRESP
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Fusion Fuel Green PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Tel.: +353 1 920 1040

February 4, 2021

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Registration Statement on Form F-1

File No. 333-251990

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Fusion Fuel Green PLC hereby requests that the effectiveness of the above-referenced Registration Statement
be accelerated so that such Registration Statement will become effective at 9:00 a.m., Eastern Time, on Monday, February 8, 2021,
or as soon thereafter as practicable.

    Sincerely,

    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves, Secretary

CORRESP
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Fusion
Fuel Green PLC

10
Earlsfort Terrace

Dublin
2, D02 T380, Ireland

Tel.:
+353 1 920 1040

January
26, 2021

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Fusion Fuel Green
    PLC

    Registration Statement on Form F-1

    Filed January 8, 2021

    File No. 333-251990

Ladies
and Gentlemen:

Fusion
Fuel Green PLC hereby responds as follows to the comment letter from the staff of the Securities and Exchange Commission (the
“Staff”) dated January 25, 2021, relating to the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”). For the Staff’s convenience, we have recited the comment in the Staff’s letter below in bold
and set forth the response in regular font immediately thereafter.

Form
F-1 filed January 8, 2021

Incorporation
of Documents by Reference, page 102

    1.
    It appears that you
    have incorporated by reference certain prior filings and all subsequent filings made under Sections 13(a), 13(c), 14 or 15(d)
    of the Exchange Act after the initial filing date of the Registration Statement. Please provide your analysis that you are
    eligible to incorporate by reference under General Instruction VI of Form F-1, or revise your filing accordingly.

We
have removed the section of the Registration Statement titled “Incorporation of Documents by Reference,” as requested.

*************

If
you have any questions, please do not hesitate to contact me at the above telephone number.

    Sincerely,

    /s/
    Frederico Figueira de Chaves

    Frederico Figueira de Chaves, Secretary

United States securities and exchange commission logo
January 25, 2021
Frederico Figueira de Chaves
Chief Financial Officer and Director
Fusion Fuel Green PLC
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re:Fusion Fuel Green PLC
Registration Statement on Form F-1
Filed January 8, 2021
File No. 333-251990
Dear Mr. Figueira de Chaves:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed January 8, 2021
Incorporation of Documents by Reference, page 102
1.It appears that you have incorporated by reference certain prior filings and all subsequent
filings made under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial
filing date of the registration statement. Please provide your analysis that you are eligible
to incorporate by reference under General Instruction V.I of Form F-1, or revise your
filing accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameFrederico  Figueira de Chaves
 Comapany NameFusion Fuel Green PLC
 January 25, 2021 Page 2
 FirstName LastName
Frederico  Figueira de Chaves
Fusion Fuel Green PLC
January 25, 2021
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Kevin Dougherty at (202) 551-3271 or Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Melissa Curvino

CORRESP
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Fusion Fuel Green PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Tel.: +353 1 920 1040

November 9, 2020

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Registration Statement on Form F-4

File No. 333-245052

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Fusion Fuel Green PLC hereby requests that the effectiveness of the above-referenced Registration Statement
be accelerated so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Tuesday, November 10, 2020,
or as soon thereafter as practicable.

    Sincerely,

    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves, Secretary

CORRESP
1
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Fusion Fuel Green PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Tel.: +353 1 920 1040

November 5, 2020

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Amendment No. 3 to Registration Statement on Form F-4

Filed October 29, 2020

File No. 333-245052

Ladies and Gentlemen:

Fusion Fuel Green PLC (“Parent”)
hereby responds as follows to the comment letter from the staff of the Securities and Exchange Commission (the “Staff”)
dated November 3, 2020, relating to the above-referenced Amendment No. 3 to Registration Statement on Form F-4 (the “Registration
Statement”). For the Staff’s convenience, we have recited each of the comments in the Staff’s letter below
in bold, and set forth the response in regular font immediately thereafter.

Capitalized terms used but not defined herein
have the meanings ascribed to them in the Registration Statement.

Amendment No. 3 to Registration Statement
on Form F-4

Anticipated Material U.S. Federal Income Tax Consequences
to HL and HL’s Securityholders

U.S. Holders, page 91

    1.
    We note that you have filed a short-form opinion as Exhibit 8.1, which states that the legal conclusions set forth under “Anticipated Material U.S. Federal Income Tax Consequences to HL and HL’s Securityholders” constitute the opinion of counsel. Although you disclose that the parties “have structured” the Transactions to take the form of an exchange and that no assurance can be given that the Internal Revenue Service or the courts “will agree” that the Merger qualifies as a tax-free reorganization, the disclosure in this section continues to state that the merger “may” qualify as a “reorganization” within the meaning of Section 368 of the Code. Please revise your disclosure to clearly identify and articulate the opinion being rendered by counsel. If there is a lack of authority directly addressing the tax consequences of the Transactions, conflicting authority or significant doubt about the tax consequences of the Transactions, counsel may issue a “should” or “more likely than not” opinion to make clear that the opinion is subject to a degree of uncertainty, and should discuss the degree of uncertainty. For guidance, refer to Staff Legal Bulletin 19.

We have revised the disclosures on the cover
page and pages 21 and 91 of the Registration Statement, as requested.

Beneficial Ownership of
Securities, page 165

    2.
    Please revise to disclose the natural person or persons who exercise voting or dispositive control over the shares beneficially owned by Jeffrey Schwarz Children’s Trust in your beneficial ownership table.

We have added the disclosure to page 166
of the Registration Statement, as requested.

*************

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves, Secretary

United States securities and exchange commission logo
November 3, 2020
Frederico Figueira de Chaves
Secretary
Fusion Fuel Green Limited
10 Earlsfort Terrace
Dublin 2, DO2 T380
Ireland
Re:Fusion Fuel Green Limited
Amendment No. 3 to Registration Statement on Form F-4
Filed October 29, 2020
File No. 333-245052
Dear Mr. Figueira de Chaves:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-4
Anticipated Material U.S. Federal Income Tax Consequences to HL and HL's Securityholders
U.S. Holders, page 91
1.We note that you have filed a short-form opinion as Exhibit 8.1, which states that the legal
conclusions set forth under "Anticipated Material U.S. Federal Income Tax Consequences
to HL and HL's Securityholders" constitute the opinion of counsel.  Although you disclose
that the parties “have structured” the Transactions to take the form of an exchange
and that no assurance can be given that the Internal Revenue Service or the courts “will
agree” that the Merger qualifies as a tax-free reorganization, the disclosure in this section
continues to state that the merger "may" qualify as a "reorganization" within the meaning
of Section 368 of the Code.  Please revise your disclosure to clearly identify and articulate

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 November 3, 2020 Page 2
 FirstName LastName
Frederico Figueira de Chaves
Fusion Fuel Green Limited
November 3, 2020
Page 2
the opinion being rendered by counsel.  If there is a lack of authority directly addressing
the tax consequences of the Transactions, conflicting authority or significant doubt about
the tax consequences of the Transactions, counsel may issue a “should” or “more likely
than not” opinion to make clear that the opinion is subject to a degree of uncertainty, and
should discuss the degree of uncertainty. For guidance, refer to Staff Legal Bulletin 19.
Beneficial Ownership of Securities, page 165
2.Please revise to disclose the natural person or persons who exercise voting or dispositive
control over the shares beneficially owned by Jeffrey Schwarz Children's Trust in your
beneficial ownership table.
            You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Feinberg

CORRESP
1
filename1.htm

Fusion Fuel Green PLC

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Tel.: +353 1 920 1040

October 28, 2020

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Fusion Fuel Green PLC

Amendment No. 2 to Registration Statement on Form F-4

Filed October 9, 2020

File No. 333-245052

Ladies and Gentlemen:

Fusion Fuel Green PLC (“Parent”)
hereby responds as follows to the comment letter from the staff of the Securities and Exchange Commission (the “Staff”)
dated October 22, 2020, relating to the above-referenced Amendment No. 2 to Registration Statement on Form F-4 (the “Registration
Statement”). For the Staff’s convenience, we have recited each of the comments in the Staff’s letter below
in bold, and set forth the response in regular font immediately thereafter.

Capitalized terms used but not defined herein
have the meanings ascribed to them in the Registration Statement.

Amendment No. 2 to Registration Statement
on Form F-4

General

    1.
    We note your response to prior comment 9, and reissue such comment. In that regard, we note your disclosure that the parties “have structured” the Transactions to take the form of an exchange, which subject to certain requirements, may qualify as a “reorganization,” and your disclosure that no assurance can be given that the Internal Revenue Service or the courts “will agree” that the Merger qualifies as a tax-free reorganization. It appears that you have provided representations as to tax consequences of the Transactions, and that such consequences appear to be material. Please file a tax opinion regarding the material tax consequences of the Transactions. See Item 601(b)(8) of Regulation S-K. If there is uncertainty regarding the tax treatment of the Transactions, counsel’s opinion may be qualified by the uncertainty but must discuss the degree of uncertainty. In the alternative, if you do not know the tax consequences of the Transactions, for example, if, in your view, there is an equal probability that the Transactions would be taxable, please revise to make this clear throughout your filing, including your Risk Factors section.

We have filed a tax opinion as Exhibit 8.1
to the Registration Statement, as requested.

    2.
    We have reviewed your response to prior comment 10, and reissue such comment. It appears that you have provided representations as to the tax consequences of the transactions and that such consequences may be material to an investor. Please file a tax opinion as an exhibit to the filing with respect to such tax consequences, or provide additional analysis as to why you do not believe the tax consequences are material to an investor. See Item 601(b)(8) of Regulation S-K. For guidance, refer to Section III.A.2 (including footnote 40) of Staff Legal Bulletin 19.

We have included the requested tax opinion
in Exhibit 5.1 and have re-filed Exhibit 5.1 to the Registration Statement.

    3.
    We note that the form of amended and restated warrant agreement filed as Exhibit 4.9.2 provides that Parent agrees that any action, proceeding or claim against it arising out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, “which jurisdiction shall be exclusive.” We note also that Parent waives any objection to such “exclusive” jurisdiction. If this provision requires investors in this offering to bring any such action, proceeding or claim in the courts of the State of New York or the United States District Court for the Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in the warrant agreement states this clearly.

We respectfully advise the Staff that we
have revised the indicated provision of the amended and restated warrant agreement to provide Parent agrees that claims arising
under the amended and restated warrant agreement shall be brought in the courts of the State of New York and the United States
District Court for the Southern District of New York, but that such consent to jurisdiction does not limit or restrict the state
or federal district court, as applicable, in which a warrantholder may bring a claim under the Securities Act or the Exchange Act.
We have refiled the form of amended and warrant agreement as Exhibit 4.9.2. We have also added a risk factor to the Registration
Statement at page 66 with respect to these provisions and with respect to a warrantholder’s ability to pursue its legal rights
against Parent.

*************

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Frederico Figueira de Chaves

    Frederico Figueira de Chaves, Secretary

United States securities and exchange commission logo
October 22, 2020
Frederico Figueira de Chaves
Secretary
Fusion Fuel Green Limited
10 Earlsfort Terrace
Dublin 2, DO2 T380
Ireland
Re:Fusion Fuel Green Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed October 9, 2020
File No. 333-245052
Dear Mr. Figueira de Chaves:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 2, 2020 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
1.We note your response to prior comment 9, and reissue such comment.  In that regard, we
note your disclosure that the parties “have structured” the Transactions to take the form of
an exchange, which subject to certain requirements, may qualify as a “reorganization,”
and your disclosure that no assurance can be given that the Internal Revenue Service or
the courts “will agree” that the Merger qualifies as a tax-free reorganization.  It appears
that you have provided representations as to tax consequences of the Transactions, and
such consequences appear to be material.  Please file a tax opinion regarding the material
tax consequences of the Transactions.  See Item 601(b)(8) of Regulation S-K.  If there is

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 October 22, 2020 Page 2
 FirstName LastName
Frederico Figueira de Chaves
Fusion Fuel Green Limited
October 22, 2020
Page 2
uncertainty regarding the tax treatment of the Transactions, counsel’s opinion may be
qualified by the uncertainty but must discuss the degree of uncertainty.  In the alternative,
if you do not know the tax consequences of the Transactions, for example, if, in your
view, there is an equal probability that the Transactions would be taxable, please revise to
make this clear throughout your filing, including your Risk Factors section.
2.We have reviewed your response to prior comment 10, and reissue such comment.  It
appears that you have provided representations as to the tax consequences of the
transactions and that such consequences may be material to an investor.  Please file a tax
opinion as an exhibit to the filing with respect to such tax consequences, or provide
additional analysis as to why you do not believe the tax consequences are material to an
investor.  See Item 601(b)(8) of Regulation S-K. For guidance, refer to Section III.A.2
(including footnote 40) of Staff Legal Bulletin 19.
3.We note that the form of amended and restated warrant agreement filed as Exhibit
4.9.2 provides that Parent agrees that any action, proceeding or claim against it arising out
of or relating in any way to the agreement shall be brought and enforced in the courts of
the State of New York or the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, “which jurisdiction shall be
exclusive.” We note also that Parent waives any objection to such "exclusive" jurisdiction.
If this provision requires investors in this offering to bring any such action, proceeding or
claim in the courts of the State of New York or the United States District Court for the
Southern District of New York, please disclose such provision in your registration
statement, and disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. If the provision applies to actions arising under the
Securities Act or Exchange Act, please also add related risk factor disclosure. If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the provision in the warrant agreement states this clearly.
            You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Feinberg

CORRESP
1
filename1.htm

Fusion
Fuel Green PLC

10
Earlsfort Terrace

Dublin
2, D02 T380, Ireland

Tel.:
+353 1 920 1040

October
9, 2020

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

 Re: Fusion
                                         Fuel Green PLC

                                         Amendment No. 1 to Registration Statement on Form F-4

                                         Filed September 21, 2020

                                         File No. 333-245052

Ladies
and Gentlemen:

Fusion
Fuel Green PLC (“Parent”) hereby responds as follows to the comment letter from the staff of the Securities
and Exchange Commission (the “Staff”) dated October 2, 2020, relating to the above-referenced Amendment No.
1 to Registration Statement on Form F-4 (the “Registration Statement”). For the Staff’s convenience,
we have recited each of the comments in the Staff’s letter below in bold, and set forth the response in regular
font immediately thereafter.

Capitalized
terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Amendment
No. 1 to Registration Statement on Form F-4

Comparative
Per Share Information, page 28

 1. Tell
                                         us why you are presenting 50,000 weighted average shares outstanding for Fusion Fuel
                                         for the six months ended June 30, 2020. We note that you disclose 41,929 weighted average
                                         number of shares for this period in the statement of operations on page F-25 and your
                                         Selected Historical Financial Information on page 24.

We
agree with the Staff that there was an inconsistency on page 28 of the Registration Statement. We have revised the disclosure
on page 28 of the Registration Statement to reflect 41,929 weighted average shares outstanding.

In
order to ensure that the per share information is correctly reflected other places in the Registration Statement, we have also
reviewed the corresponding numbers in the Unaudited Pro Forma Condensed Statement of Profit and Loss for the Six Months ended
June 30, 2020 and performed the necessary update on page 112 of the Registration Statement.

The
Business Combination Proposals

HL’s
Board of Directors’ Reasons for Approval of the Transactions

Valuation
Report of Webber Research to the Board of Directors of HL, page 83

 2. Please
                                         expand your disclosure to discuss in greater detail the selection criteria for the companies
                                         used in the Selected Company Analysis, including the “similar characteristics”
                                         on which Webber Research selected such companies.

We
have revised the disclosure on page 83 of the Registration Statement as requested.

 3. Please
                                         revise to disclose the Fusion Fuel financial projections and assumptions underlying such
                                         financial projections used by Webber Research in connection with its Discounted Cash
                                         Flow Analysis or tell us why you do not believe they are material.

We
have revised the disclosure on page 84 of the Registration Statement as requested.

 4. Please
                                         expand your disclosure to discuss the impact of the multi-stage sensitivity analysis
                                         on the Discounted Cash Flow Analysis and the effect of the varying assumptions, such
                                         as the PPA Agreement, Cost Reduction Assumptions and Output Factors, on such analysis.

We
have revised the disclosure on page 85 of the Registration Statement as requested.

Unaudited
Pro Forma Condensed Combined Financial Information

Accounting
for the Transactions, page 107

 5. We
                                         have read your response to prior comment 8. You concluded that Fusion will be the accounting
                                         acquirer upon completion of the business combination transaction. Please tell us how
                                         you determined the transaction represents a business combination as opposed to a recapitalization,
                                         including your consideration of whether HL represents a business, pursuant to IFRS 3.3
                                         and Appendix B to IFRS 3.

We
advise the Staff that, in determining the appropriate accounting treatment for the Transactions, we first determined whether the
Transactions constitute a business combination as defined in IFRS 3. We note that a business combination must involve the acquisition
of a “business”. We respectfully direct the Staff to Appendix A of IFRS 3, which defines a business as “an integrated
set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form
of dividends, lower costs or other economic benefits directly to investors or other owners, members, or participants.” We
further direct the Staff to Appendix B.B7, which provides additional guidance for determining whether a “business”
has been acquired, by stating that a business generally has three elements:

 a. Input:
                                         Any economic resource that creates output or has the ability to contribute to creation
                                         of outputs when one or more processes are applied to it. Examples include non-current
                                         assets (including intangible assets or rights to use non-current assets),
                                         intellectual property, patents and in-process research
                                         and development, the ability to access necessary materials or rights, and employees.

 b. Process:
                                         Any system, standard, protocol, convention or rule that when applied to an input or inputs,
                                         creates outputs or has the ability to contribute to the creation of outputs.

 c. Output:
                                         The result of inputs and processes applied to those inputs that provide goods or services
                                         to customers, generate investment income (such as dividends or interest) or generate
                                         other income from ordinary activities.

    2

Notwithstanding
the foregoing, in accordance with IFRS 3.B8, an acquired set of activities and assets does not need outputs to be considered a
“business”, but must at a minimum include an input and a substantive process.

Determining
whether Fusion Fuel is a “business”

We
then considered whether Fusion Fuel constituted a “business” under the definition in IFRS 3.

 a. Input

Fusion
Fuel was established in 2018. The key assets Fusion Fuel are its (i) intellectual property rights, including the proprietary Direct
Coupled Photo Electrochemical Hydrogen Generator device (DC-PEHG) for hydrogen production and exclusive rights to use the concentrated
photovoltaic technology owned by its sister company, MagP Inovação, S.A. (“MagP”), for the purpose of
producing hydrogen; and (ii) employees.

(i)
Fusion Fuel has developed and tested a DC-PEHG that produces Green Hydrogen (as defined below) 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. Fusion Fuel filed its first patent, the “Direct Coupled Water
Hydrogen Generator for Hydrogen Generation from Concentrated Sunlight”, on March 10, 2020, which was accepted on August
3, 2020 with International Patent Submission Number PCT/IB2020/05733. Fusion Fuel plans to file a second provisional patent in
late 2020 called “Continuous and systematic electrolysis cell pressure system” and to file remaining two provisional
patents at the end of the year called “Oxygen evolution reaction without gas diffusion layer on an PEM electrolysis cell”
and “UPP design to reduce inter-cell mismatch”, respectively.

Fusion
Fuel also benefits from exclusive use of MagP’s intellectual property and CPV products when it relates to the production
of hydrogen.

First,
MagP and Fusion Fuel entered into a Contract of Disposal of Intellectual Property dated September 13, 2018, as amended on May
22, 2020 (the “IP Transfer Agreement”),
which transferred from MagP all intellectual property rights to the technology associated with the CPV Trackers (defined below)
used in Fusion Fuel’s Hydrogen Generators, including all registrations, documents, designs, software, domain names and any
other materials. MagP 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.
Fusion Fuel will have full ownership of the products created by MagP under the IP Transfer Agreement. Although MagP and Fusion
Fuel are sister entities, the IP Transfer Agreement was negotiated at arms’ length. The total consideration to be paid by
Fusion Fuel under the IP Transfer Agreement includes €1,000,000 for all rights to the technology to be paid in quarterly
installments over one year, which will commence upon completion of the Transactions, and a single payment of €900,000 for
product and technology development costs, which will be payable on the completion of the Transactions.

Second,
MagP and Fusion Fuel entered into a Production Capacity Reservation Contract on June 1, 2020 (the “Production Agreement”),
which 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 relating 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 materials and installations 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. If Fusion Fuel does not place orders
for at least the minimum amounts set forth each year, MagP will be released from its obligation to supply such amounts and can
renegotiate lower production quotas.

    3

(ii)
The senior management team of Fusion Fuel entered into
managing agreements with Fusion Fuel as of August 5, 2020, which went into effect on October 1, 2020. Two individuals from outside
the organization have been hired by Fusion Fuel as of October 1, 2020, and four individuals’ employment will be transferred
from MagP to Fusion Fuel, effective as of October 1, 2020. During the first months following the business combination Fusion Fuel
intends to hire another seven employees in accordance with its business plan. With this, Fusion Fuel holds the input with the
ability to contribute to the creation of output.

 b. Process

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 hydrogen using renewable energy resulting in zero carbon
emissions (“Green Hydrogen”) with components built in-house and in partnership with MagP, and using the know-how and
accumulated experience of its team’s strategic and continuous investment in research and development around solar technologies.
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 the Company 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. 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.

As
described in detail on pages 151 to 156 of the Registration Statement, Fusion Fuel envisions two principal means of
generating revenue:

 1. Project
business line: Develop solar powered Green Hydrogen manufacturing sites that produce hydrogen for the distribution and industrial
sale of hydrogen.

 2. Industry
                                         business line: Provide Green Hydrogen technology to third parties, including:

 a. Providing
                                         technology to clients who are looking to build a Green Hydrogen production facility.

 b. Developing
                                         and selling fully fledged concept and approved Green Hydrogen plants.

 c. Tracking
                                         and monitoring hydrogen generator performance remotely, including performing any maintenance
                                         work required.

 d. Operating
                                         and maintaining established hydrogen plants.

In
furtherance of these business lines, Fusion Fuel has been collaborating with the Portuguese Department of Energy and the Secretariat
of State on Portugal’s contribution to the European commitment to a hydrogen economy since the summer of 2019. On September
25, 2019, Fusion Fuel 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 total value of the Evora project is approximately
€4.5 million. Fusion Fuel has also been in discussions with the Department of Energy for its approval of its Sines 1-5 projects
for the development of Green Hydrogen in Sines, Portugal. The Sines projects are for a projected 1,000 tons of Green Hydrogen
in 2021 and a projected 3,000 tons in 2022.

    4

Pursuant
to IFRS 3.B12B, a process is considered substantive if the process is (1) critical to the ability to develop or convert acquired
inputs into outputs, and (2) the inputs acquired include both an organized workforce that has the necessary skills, knowledge,
or experience to perform that process and other inputs that the organized workforce could develop or convert into outputs.

Fusion
Fuel has a detailed process in its business plan which is critical to its ability to develop or convert its inputs into outputs.
Further, Fusion Fuel’s inputs, namely its intellectual property rights and its organized workforce, are critical to develop
acquired inputs into outputs. The workforce has the necessary knowledge to commercialize the technology for the creation of future
outputs.

 c. Output

Fusion
Fuel is a development-stage company. It does not currently have any outputs, but is pursuing a plan to produce outputs. As discussed
above, Fusion Fuel has two critical inputs and a substantive process.

To
determine if a development-stage entity is a “business”, IFRS 3 Appendix B10 provides that an acquirer should consider
key factors, including whether:

 ● Planned
principal activities have begun.

 ● Employees,
intellectual property, and other inputs and processes are present.

 ● A
plan to produce ou

United States securities and exchange commission logo
October 2, 2020
Frederico Figueira de Chaves
Secretary
Fusion Fuel Green Limited
10 Earlsfort Terrace
Dublin 2, DO2 T380
Ireland
Re:Fusion Fuel Green Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed September 21, 2020
File No. 333-245052
Dear Mr. Figueira de Chaves:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 8, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-4
Comparative Per Share Information, page 28
1.Tell us why you are presenting 50,000 weighted average shares outstanding for Fusion
Fuel for the six months ended June 30, 2020.  We note that you disclose 41,929 weighted
average number of shares for this period in the statement of operations on page F-25 and
your Selected Historical Financial Information on page 24.

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 October 2, 2020 Page 2
 FirstName LastName
Frederico Figueira de Chaves
Fusion Fuel Green Limited
October 2, 2020
Page 2
The Business Combination Proposals
HL’s Board of Directors’ Reasons for Approval of the Transactions
Valuation Report of Webber Research to the Board of Directors of HL, page 83
2.Please expand your disclosure to discuss in greater detail the selection criteria for the
companies used in the Selected Company Analysis, including the "similar characteristics"
on which Webber Research selected such companies.
3.Please revise to disclose the Fusion Fuel financial projections and assumptions underlying
such financial projections used by Webber Research in connection with its Discounted
Cash Flow Analysis or tell us why you do not believe they are material.
4.Please expand your disclosure to discuss the impact of the multi-stage sensitivity analysis
on the Discounted Cash Flow Analysis and the effect of the varying assumptions, such as
the PPA Agreement, Cost Reduction Assumptions and Output Factors, on such analysis.
Unaudited Pro Forma Condensed Combined Financial Information
Accounting for the Transactions, page 107
5.We have read your response to prior comment 8.  You concluded that Fusion will be the
accounting acquirer upon completion of the business combination transaction.  Please tell
us how you determined the transaction represents a business combination as opposed to a
recapitalization, including your consideration of whether HL represents a business,
pursuant to IFRS 3.3 and Appendix B to IFRS 3.
HL's Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 145
6.We note you disclose that Mr. Webber will be paid an amount equal to 1% of the
aggregate amount in the Trust Account plus the total amount raised in the PIPE
Investment.  Please clarify which party will be responsible for such payment and the
source of funds for such payment.
Business of Fusion Fuel
Company History, page 149
7.We note your revised disclosure in response to prior comment 16 states that the University
study found that the Hydrogen Generator's system presented a "differentiating
advantage."  Please expand your disclosure to explain this "differentiating advantage."
Beneficial Ownership of Securities, page 164
8.Please identify the natural person or persons who have sole or shared voting or investment
power for the securities beneficially owned by Helikon Investments Ltd.

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 October 2, 2020 Page 3
 FirstName LastName
Frederico Figueira de Chaves
Fusion Fuel Green Limited
October 2, 2020
Page 3
General
9.We note your response to prior comment 1, and your revised disclosure that the parties
have structured the Transactions to take the form of an exchange that may qualify as a
“reorganization” within the meaning of Section 368 of the Code, and that if the
Transactions qualify as a reorganization, it is anticipated that no gain or loss generally
should be recognized by U.S. Holders of HL ordinary shares for U.S. federal income tax
purposes.  We also note the disclosure that a U.S. holder of warrants should not recognize
gain or loss on the adjustment of HL warrants for HL Parent warrants pursuant to the
merger.  In addition, we note your disclosure that it is possible that the HL rights could be
treated in a manner similar to options to acquire shares of HL or Parent, in which case a
U.S. Holder generally should not recognize gain or loss upon the acquisition of Parent
Class A Ordinary Shares upon the exchange of each HL right for 1/10 of an HL ordinary
share and the simultaneous conversion of each such HL ordinary share into one Parent
Class A Share.  It appears that you have provided representations as to tax consequences
of the transactions, and such consequences appear to be material.  Please file a tax opinion
regarding the material tax consequences of the Transactions.  See Item 601(b)(8) of
Regulation S-K.  If there is uncertainty regarding the tax treatment of the Transactions,
counsel’s opinion should discuss the degree of uncertainty.

In the alternative, if the U.S. tax consequences of the Transactions are unknown, please
revise to make this clear in your disclosure.  If true, please also revise your disclosure to
state that you cannot take the position that the Transactions will be treated, for U.S.
federal income tax purposes, as non-taxable transactions because of an absence of
guidance.
10.We note your response to prior comment 2, and your disclosure that Non-Irish Holders
should generally not be within the charge to Irish chargeable gains tax on the automatic
conversion of their HL ordinary shares into Parent Class A Ordinary Shares, or the
automatic adjustment of their HL warrants into HL Parent Warrants, pursuant to the
business combination unless the HL ordinary shares and/or HL warrants were used in or
for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or
agency, or were used, held or acquired for use by or for the purposes of an Irish branch or
agency. It appears that you have provided representations as to tax consequences of the
transactions.  Please file a tax opinion as an exhibit to the filing with respect to such tax
consequences, or provide your analysis as to why you do not believe the tax consequences
are material to an investor.  See Item 601(b)(8) of Regulation S-K.  For guidance, refer to
Section III.A.2 (including footnote 40) of Staff Legal Bulletin No. 19.
11.Please tell us why you have removed references to your Shareholders Agreement.  In that
regard, we note you disclose on page 22 that Parent will be the accounting acquirer based
on the significant influences that the Fusion Fuel Shareholders will have over Parent
through their majority representation on Parent's initial board of directors and that,
pursuant to Section 9(g) of your Business Combination Agreement, the execution of the

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 October 2, 2020 Page 4
 FirstName LastName
Frederico Figueira de Chaves
Fusion Fuel Green Limited
October 2, 2020
Page 4
Shareholders Agreement is a condition precedent to the Transaction that the Shareholders
Agreement.
12.Please file a form of the private placement subscription agreements with investors for the
PIPE Investment as an exhibit to the registration statement.
            You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Feinberg

CORRESP
1
filename1.htm

Fusion Fuel Green Limited

10 Earlsfort Terrace

Dublin 2, D02 T380

Ireland

frederico@keyfh.com

+351 960 439 641

September 18, 2020

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

 Re: Fusion
                                         Fuel Green Limited

                                         Registration Statement on Form F-4

                                         Filed August 12, 2020

                                         File No. 333-245052

Ladies
and Gentlemen:

Fusion
Fuel Green Limited (“Parent”) hereby responds as follows to the comment letter from the staff of the Securities
and Exchange Commission (the “Staff”) dated September 8, 2020, relating to the above-referenced Registration
Statement on Form F-4 (the “Registration Statement”). For the Staff’s convenience, we have recited each
of the comments in the Staff’s letter below in bold and italics, and set forth the response in regular font immediately
thereafter.

Capitalized
terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Registration
Statement on Form F-4

Summary
of the Proxy Statement/Prospectus

Anticipated Tax Consequences of the Transactions, page 21

 1. We
                                         note your disclosure that the Transactions should qualify as a “reorganization”
                                         within the meaning of Section 368 and no gain or loss generally should be recognized
                                         by U.S. Holders. A tax opinion must be filed whenever the tax consequences of a transaction
                                         are material to an investor and a representation as to tax consequences is set forth
                                         in the filing. Please file a tax opinion as an exhibit to the filing or provide us your
                                         analysis as to why you do not believe such an opinion is required. Refer to Item 601(b)(8)
                                         of Regulation S-K and, for guidance, Section III.A.2 (including footnote 39) of Staff
                                         Legal Bulletin No. 19. If there is uncertainty regarding the tax treatment of the share
                                         exchange and merger, counsel’s opinion should discuss the degree of uncertainty.

We
respectfully advise the Staff that we do not believe that a tax opinion is required pursuant to Item 601(b)(8) of Regulation S-K,
and as such, we believe that no tax opinion on the material U.S. federal income tax consequences of the transaction is required
to be filed in connection with the Registration Statement. We refer to Staff Legal Bulletin No. 19 at Section III.A.1, which states
that “Item 601(b)(8) of Regulation S-K requires opinions on tax matters for…other registered offerings where ‘the
tax consequences are material to an investor and a representation as to tax consequences is set forth in the filing,’”
and in Section III.A.2, which states “[e]xamples of transactions generally involving material tax consequences include…mergers
or exchange transactions where the registrant represents that the transaction is tax-free (e.g., spin-offs, stock for stock mergers).”

We submit to the Staff that the disclosure in the Registration
Statement is not meant to provide representations as to tax consequences of the transaction to any party and in fact, does not
represent that the transaction will be a tax-free transaction. The tax section included in the Registration Statement is simply
meant to provide certain general disclosure related to the possible tax treatment which is all dependent on a variety of factors,
including, but not limited, to the type of investor involved and the holdings of such investor. We note that on pages 65, 89, 90,
91, and 93 of the Registration Statement, US Holders are advised to consult their own tax advisors as to the particular consequences
to them of the conversion or exchange of HL Acquisitions Corp. (“HL”) securities for Parent securities. Further,
page 89 of the Registration Statement states “BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES
TO ANY PARTICULAR HOLDER OF HL SECURITIES OR PARENT SECURITIES IN CONNECTION WITH OR FOLLOWING THE TRANSACTIONS MAY BE AFFECTED
BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF HL SECURITIES AND PARENT SECURITIES IS URGED TO CONSULT WITH ITS OWN TAX ADVISOR
WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE TRANSACTIONS, AND THE OWNERSHIP AND DISPOSITION OF HL SECURITIES
OR PARENT SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL
TAX LAWS AND ANY APPLICABLE TAX TREATIES.”

We
have also revised the disclosure in the Registration Statement to make clear that no actual representations are being provided.
In particular, we refer to page 90 of the Registration Statement, which states “There is no guidance directly on point
on how the provisions of Section 368 of the Code apply in the case of a merger of corporations with no active business and only
investment-type assets. While it is possible that the Merger will qualify as a reorganization under Section 368, such qualification
is not a condition of the Transactions...”

Furthermore,
HL has advised us that it believes the tax consequences of the Transactions to its shareholders are not substantially material
to such holders’ investment decision (as opposed to the materiality of tax consequences to a holder of a typical operating
company) due to the fact that if an HL shareholder has concerns with respect to the potential tax consequences to him of the transaction,
such holder may exercise his right to seek conversion of his shares to cash from the HL trust account and not become a Parent
shareholder.

Because
no representation as to the tax treatment of the transaction is being given and the tax consequences in this transaction are not
material to an investment decision of an HL shareholder, we respectfully believe that an opinion is not required to be provided
pursuant to Item 601 (b)(8) of Regulation S-K.

 2. We
                                         note your disclosure that Non-Irish Holders should not be within the charge to Irish
                                         tax on chargeable gains on the automatic conversion of their HL ordinary shares into
                                         Parent Class A Ordinary Shares, or the automatic adjustment of their HL warrants into
                                         HL Parent Warrants, pursuant to the Merger, unless the HL ordinary shares or HL warrants
                                         were used in or for the purposes of a trade carried on by such Non-Irish Holder through
                                         an Irish branch or agency, or were used, held or acquired for use by or for the purposes
                                         of an Irish branch or agency. Please file a tax opinion as an exhibit to the filing with
                                         respect to this tax consequence, or provide your analysis as to why you do not believe
                                         such an opinion is required. Refer to Item 601(b)(8) of Regulation S-K and, for guidance,
                                         Section III.A.2 (including footnote 40) of Staff Legal Bulletin No. 19.

    2

We
respectfully advise the Staff that we do not believe that a tax opinion is required pursuant to Item 601(b)(8) of Regulation S-K,
and as such, we believe that no tax opinion on the Irish tax consequences of the transaction is required
to be filed in connection with the Registration Statement.

We submit to the Staff that the disclosure in the Registration
Statement is not meant to provide representations as to Irish tax consequences of the transaction to any party. Page 94 of the
Registration Statement notes “This summary does not constitute tax advice and is intended only as a general guide. The summary
is not exhaustive and securityholders should consult their tax advisors about the Irish tax consequences (and tax consequences
under the laws of other relevant jurisdictions) of the business combination and of the acquisition, ownership and disposal of Parent
Class A Ordinary Shares and HL Parent Warrants” and page 98 of the Registration Statement cautions “THE IRISH TAX CONSIDERATIONS
SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH HL SECURITYHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR
CONSEQUENCES THAT MAY APPLY TO SUCH SECURITYHOLDER.”

Because
no representation as to the Irish tax treatment of the transaction is being given, we respectfully believe that an opinion is
not required to be provided pursuant to Item 601(b)(8) of Regulation S-K.

Comparative
Per Share Information, page 28

 3. Revise
                                         to disclose book value per share. Please also tell us your consideration of providing
                                         equivalent per share data. Refer to Item 3(f) of Form F-4.

We
respectfully advise the Staff that we do not believe such revision is necessary. We have complied with the requirements of Item
3(f) of Form F-4, as follows:

 ● Item
                                         3(f)(1) requires that historical and pro forma per share data be presented with respect
                                         to book value per share data as of the date selected financial data is presented. We
                                         note that the weighted average shares outstanding basic and diluted used as the “denominator”
                                         in the Comparative Per Share Information is based on book values and corresponds to the
                                         financial line items in the Pro Forma Financial Information. As such, Item 3(f)(1) of
                                         Form F-4 is fulfilled.

 ● Item
                                         3(f)(2) requires that historical and pro forma per share data be presented with respect
                                         to cash dividends declared per share for the periods for which selected financial data
                                         is presented. We note that there have not been cash dividends declared for the periods
                                         included in the selected financial data, and therefore Item 3(f)(2) does not apply.

 ● Item
                                         3(f)(3) requires that historical and pro forma per share data be presented with respect
                                         to income (loss) per share from continuing operations for the periods for which selected
                                         financial data is presented. We note that Parent and HL are shell companies, and therefore
                                         Item 3(f)(3) does not apply.

    3

Risk
Factors

The
Parent Class A Ordinary Shares and HL Parent Warrants may not be listed on a national securities exchange after the business combination,
page 30

 4. Please
                                         describe in this risk factor the Nasdaq notice received by HL Acquisitions Corp. that
                                         such company was no longer in compliance with the Nasdaq Listing Rule 5550(a)(3) for
                                         continued listing due to its failure to maintain a minimum of 300 public holders, or
                                         tell us why this does not present a material risk.

We advise the Staff that, on July 16, 2020, HL submitted evidence
of compliance with Nasdaq Listing Rule 5550(a)(3) to the staff of the Nasdaq Stock Market. Accordingly, HL requested that Nasdaq
render a formal determination to continue the listing of HL’s securities. On July 20, 2020, HL received a formal notice from
Nasdaq that it had regained compliance with Listing Rule 5550(a)(3) and that Nasdaq had determined to close the matter. Because
HL is in compliance with all continued listing requirements of the Nasdaq Stock Market, the previous notice of non-compliance does
not present a material risk.

The
Business Combination Proposals

Background
of the Transactions, page 75

 5. Please
                                         expand your disclosure to clarify how the minimum cash condition and business combination
                                         consideration were determined, including the issuance to Fusion Fuel at closing of 2,125,000
                                         Class B ordinary shares and warrants to purchase 2,125,000 ordinary shares and 1,137,000
                                         Class A ordinary shares and warrants to purchase 1,137,000 ordinary shares upon achievement
                                         of certain earn-out targets.

We advise the Staff that, in connection with Parent’s
sale of approximately $25 million of Parent Class A Ordinary Shares in a private placement, which sale will close simultaneously
with the closing of the business combination, and the related amendment and restatement of the Business Combination Agreement,
the minimum cash condition was removed. We have revised the disclosure on the prospectus and proxy statement cover pages and on
pages 7, 14, 20, 21, 29, 73, 80, 101, and 102 of the Registration Statement to reflect these developments. We have also revised
the disclosure on page 78 of the Registration Statement to clarify how the business combination consideration was determined, including
the issuance to Fusion Fuel at closing of 2,125,000 Class B ordinary shares and warrants to purchase 2,125,000 ordinary shares
and 1,137,000 Class A ordinary shares and warrants to purchase 1,137,000 ordinary shares upon achievement of certain earn-out targets.

 6. We
                                         note you disclose on page 34 that the HL board relied on Webber Research’s valuation
                                         of Fusion Fuel’s business in approving the Transactions and you disclose on page
                                         81 that the HL Board gave “considerable weight” to Webber Research’s
                                         extensive financial evaluation of Fusion Fuel’s business, as well as the business
                                         of comparable publicly traded companies. We further note you disclose on page 35 that
                                         in conducting its analysis, Webber Research relied upon projections with respect to the
                                         future financial performance of Fusion Fuel prepared by management of Fusion Fuel and
                                         the assessments of the management of HL and Fusion Fuel as to Fusion Fuel’s existing
                                         and future infrastructure, contracts, products, technology, services, and projects. Please
                                         revise to disclose the information required by Item 4(b) of Form F-4 and include the
                                         valuation as an exhibit as required by Item 21(c) to Form F-4. In addition, file the
                                         consent of Webber Research as an exhibit. Please ensure you discuss the methods and assumptions
                                         used to determine the fair market value of Fusion Fuel, including the comparable publicly
                                         traded companies analysis and the specific financial information and projections provided
                                         by Fusion Fuel.

We have revised the disclosure on pages 82-85 of the Registration
Statement and have filed the valuation of Webber Research as Annex D and the co

United States securities and exchange commission logo
September 8, 2020
Frederico Figueira de Chaves
Secretary
Fusion Fuel Green Limited
10 Earlsfort Terrace
Dublin 2, DO2 T380
Ireland
Re:Fusion Fuel Green Limited
Registration Statement on Form F-4
Filed August 12, 2020
File No. 333-245052
Dear Mr. Figueira de Chaves:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Anticipated Tax Consequences of the Transactions, page 21
1.We note your disclosure that the Transactions should qualify as a "reorganization" within
the meaning of Section 368 and no gain or loss generally should be recognized by U.S.
Holders.  A tax opinion must be filed whenever the tax consequences of a transaction are
material to an investor and a representation as to tax consequences is set forth in the filing.
Please file a tax opinion as an exhibit to the filing or provide us your analysis as to why
you do not believe such an opinion is required. Refer to Item 601(b)(8) of Regulation S-
K and, for guidance, Section III.A.2 (including footnote 39) of Staff Legal Bulletin No.

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 September 8, 2020 Page 2
 FirstName LastNameFrederico Figueira de Chaves
Fusion Fuel Green Limited
September 8, 2020
Page 2
19.  If there is uncertainty regarding the tax treatment of the share exchange and merger,
counsel’s opinion should discuss the degree of uncertainty.
2.We note your disclosure that Non-Irish Holders should not be within the charge to Irish
tax on chargeable gains on the automatic conversion of their HL ordinary shares into
Parent Class A Ordinary Shares, or the automatic adjustment of their HL warrants into HL
Parent Warrants, pursuant to the Merger, unless the HL ordinary shares or HL warrants
were used in or for the purposes of a trade carried on by such Non-Irish Holder through an
Irish branch or agency, or were used, held or acquired for use by or for the purposes of an
Irish branch or agency.  Please file a tax opinion as an exhibit to the filing with respect to
this tax consequence, or provide your analysis as to why you do not believe such an
opinion is required. Refer to Item 601(b)(8) of Regulation S-K and, for guidance, Section
III.A.2 (including footnote 40) of Staff Legal Bulletin No. 19.
Comparative Per Share Information, page 28
3.Revise to disclose book value per share.  Please also tell us your consideration of
providing equivalent per share data.  Refer to Item 3(f) of Form F-4.
Risk Factors
The Parent Class A Ordinary Shares and HL Parent Warrants may not be listed on a national
securities exchange after the business combination, page 30
4.Please describe in this risk factor the Nasdaq notice received by HL Acquisitions Corp.
that such company was no longer in compliance with the Nasdaq Listing Rule 5550(a)(3)
for continued listing due to its failure to maintain a minimum of 300 public holders, or tell
us why this does not present a material risk.
The Business Combination Proposals
Background of the Transactions, page 75
5.Please expand your disclosure to clarify how the minimum cash condition and business
combination consideration were determined, including the issuance to Fusion Fuel at
closing of 2,125,000 Class B ordinary shares and warrants to purchase 2,125,000 ordinary
shares and 1,137,000 of Class A ordinary shares and warrants to purchase 1,137,000
ordinary shares upon achievement of certain earn-out targets.
6.We note you disclose on page 34 that the HL board relied on Webber Research's valuation
of Fusion Fuel's business in approving the Transactions and you disclose on page 81 that
the HL Board gave "considerable weight" to Webber Research's extensive financial
evaluation of Fusion Fuel's business, as well as the business of comparable publicly traded
companies.  We further note you disclose on page 35 that in conducting its analysis,
Webber Research relied upon projections with respect to the future financial performance
of Fusion Fuel prepared by management of Fusion Fuel and the assessments of the
management of HL and Fusion Fuel as to Fusion Fuel’s existing and future infrastructure,
contracts, products, technology, services, and projects.  Please revise to disclose the

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 September 8, 2020 Page 3
 FirstName LastNameFrederico Figueira de Chaves
Fusion Fuel Green Limited
September 8, 2020
Page 3
information required by Item 4(b) of Form F-4 and include the valuation as an exhibit as
required by Item 21(c) to Form F-4.  In addition, file the consent of Webber Research as
an exhibit.  Please ensure you discuss the methods and assumptions used to determine the
fair market value of Fusion Fuel, including the comparable publicly traded companies
analysis and the specific financial information and projections provided by Fusion Fuel.
Satisfaction of 80% Test, page 82
7.Please revise your disclosure to provide qualitative and quantitative information as to how
you determined the fair value of Fusion Fuel and to clarify how the board of directors
determined the fair value of the consideration issued to the shareholders of Fusion Fuel
satisfied the 80% test.
Accounting for the Transactions, page 103
8.You determined that the transaction will be accounted for as a reverse merger whereby
Fusion Fuel will be the accounting acquirer.  Please provide us with a summary of the
analysis you performed pursuant to IFRS 3.6 and 3.7 in making this determination.
Address for us each of the factors outlined in paragraphs B13 through B18 of IFRS 3.  In
this regard, we note that HL Acquisition's existing stockholders are expected to own
approximately 76.8% of the voting power of the Parent Ordinary Shares outstanding.
Additionally, tell us what consideration you gave to 1) the outstanding HL Acquisition
warrants to purchase 7,750,000 Class A ordinary shares in your analysis, and 2) the
automatic conversion of the Parent Class B ordinary shares into an equal number of Parent
Class A Ordinary Shares on December 31, 2023.
Unaudited Pro Forma Condensed Combined Financial Information, page 103
9.Please revise to disclose how you will account for the earnout consideration of up to
1,137,000 Class A ordinary shares and 1,137,000 warrants that the Fusion Fuel
shareholders will receive upon meeting certain milestones.  Revise to also disclose any
material non-recurring charges or credits which will be incurred during the 12 months
succeeding the merger and share exchange transactions, including but not limited to the
potential impact of the earnouts.  Refer to Rule 11-02(b)(5) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2020, page 105
10.You reduced your cash and cash deposit by $1.9 million in adjustment (h), but you did not
describe what the adjustment represents.  Revise the pro forma footnotes to describe what
adjustment (h) represents.
11.You disclose that Pro Forma adjustment (i) represents the cash disbursement to holders of
the redeemable ordinary shares for the redemption of ordinary shares that could be
redeemed in connection with the Business Combination, assuming Maximum

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 September 8, 2020 Page 4
 FirstName LastNameFrederico Figueira de Chaves
Fusion Fuel Green Limited
September 8, 2020
Page 4
Redemptions on page 106.  However, you do not disclose any adjustment (i) in your pro
forma balance sheet at June 30, 2020.  Please revise as necessary.
The Pipe Proposal, page 129
12.Please expand your disclosure to disclose the percentage of voting ordinary shares that
will be held by the PIPE Investors.
Business of Fusion Fuel, page 143
13.Please state the current stage of development and production of your Hydrogen Generator
and include a detailed plan of operations.  In the discussion of each of your planned
activities, include specific information regarding each material event or step required to
pursue each of your planned activities, including the timelines and associated costs
accompanying each proposed step in your business plan.  For example, we note you
disclose that Fusion Fuel's Evora Project is scheduled to start construction in the second
half of 2020 and is due to be completed between the end of 2020 and the end of the first
quarter of 2021.  Please disclose whether you have received all Plant Permits or the status
of such permits.
14.Please revise to discuss any material impacts COVID-19 has had on your business and
operations.  In that regard, we note your risk factor disclosure on page 46 states that the
COVID-19 pandemic has affected and may continue to affect Fusion Fuel's business and
that Fusion Fuel's research and development, sales, marketing, installation and operations
and maintenance activities have been delayed or disrupted.
Recognition by Local Authorities and Main Energy Stockholders, page 144
15.Please revise to clarify how Fusion Fuel began collaborating with the Portuguese
Department of Energy and the Secretariat of State on Portugal's contribution to the
European commitment to a hydrogen economy and the year in which such collaboration
commenced.  Also, please disclose how Fusion Fuel "plans" to collaborate on the Green
Flamingo project and whether there are any agreements formalizing their participation.  In
that regard, we note you disclose on pages 145 and 149 that your Sines 1-5 projects are
expected to run from 2020-2025 and on page 149 that you are in "discussions" for projects
in Sines, Portugal as part of Portugal's Hydrogen Strategy.
Company History, page 145
16.Please revise to provide more details regarding the University study that tested your
technology, including the purpose of such study and the results obtained.
Please also define "sound function" and "stated performance targets" that were validated
by the University.
Markets/Geography & Order Status, page 149
17.Please provide the source information for the chart on page 149.

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 September 8, 2020 Page 5
 FirstName LastNameFrederico Figueira de Chaves
Fusion Fuel Green Limited
September 8, 2020
Page 5
Fusion Fuel's Liquidity and Capital Resources, page 158
18.Please discuss Fusion Fuel's sources of liquidity and your capital requirements for the next
12 months.  Please also disclose the estimated cost of the Evora Project and how you plan
to finance the Evora Project and Sines 1 Project.  In that regard we note you state that you
expect to secure financing "after their completion."
Dissenter's Rights, page 169
19.Please clarify whether a shareholder must vote against the merger to exercise dissenter
rights.
Exhibits
20.We note you disclose that you have entered into three agreements with MagP that are
critical to your business.  Please file such agreements as exhibits to your registration
statement or explain why you believe that you are not required to do so.  Refer to Item
601(b)(10) of Regulation S-K.
21.Please file an opinion as to the legality of the HL Parent Warrants being registered
pursuant to your registration statement.  For guidance, refer to Section II.B.1.f of Staff
Legal Bulletin No. 19.
General
22.We note there will be a concentration of ownership post-Transactions.  Please clarify
whether you will be a "controlled company" under the definition of the NASDAQ stock
exchange after the Transactions and provide appropriate disclosure in your prospectus
summary, risk factors and elsewhere, as appropriate. Include disclosure of any exemptions
available to you as a result and whether or not you currently intend to use any such
exemptions.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameFrederico Figueira de Chaves
 Comapany NameFusion Fuel Green Limited
 September 8, 2020 Page 6
 FirstName LastName
Frederico Figueira de Chaves
Fusion Fuel Green Limited
September 8, 2020
Page 6
            You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters.  Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Feinberg