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Re: WeTheMarket post# 370

Saturday, 03/23/2024 4:57:04 PM

Saturday, March 23, 2024 4:57:04 PM

Post# of 377
One of HTOO's financiers is selling their shares through Fusion Fuel Green. HTOO looks like they will put these shares on the open market, not sure if this is gradual issue or total dump into outstanding share.


SELLING SHAREHOLDERS

The Class A Ordinary Shares being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Placement Notes and exercise of the Placement Warrants. For additional information regarding the issuance of the Placement Notes and the Placement Warrants, see “Private Placement of Notes and Warrants” above. We are registering the Class A Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Placement Notes and the Placement Warrants issued pursuant to the Securities Subscription Agreement, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the ordinary shares held by each of the selling shareholders. The second column lists the number of Class A Ordinary Shares beneficially owned by the selling shareholders, based on their respective ownership of Class A Ordinary Shares, Placement Notes and Placement Warrants, as of March 21, 2024, assuming the sale of the first tranche of Placement Notes and Placement Warrants and the subsequent conversion of the Placement Notes (at an estimated $1.60 per share) and exercise of the Placement Warrants (at an estimated $2.0436 per share) held by each such selling shareholder on that date without taking account of any limitations on conversion and exercise set forth therein. The number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus depending on the price of our securities.

The third column lists the Class A Ordinary Shares being offered by this prospectus by the selling shareholders and does not take in account any limitations on (i) conversion of the Placement Notes set forth therein or (ii) exercise of the Placement Warrants set forth therein.

Under the terms of the Placement Notes and the Placement Warrants, a selling shareholder may not convert the Placement Notes or exercise the Placement Warrants to the extent (but only to the extent) such selling shareholder or any of its affiliates would beneficially own a number of ordinary shares which would exceed 9.99% of the outstanding shares of the Company. The number of shares in the second column does not reflect these limitations. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder Number of Class A Ordinary Shares Owned Prior to Offering Maximum Number of Class A Ordinary Shares to be Sold Pursuant to this Prospectus Number of Class A Ordinary Shares of Owned After Offering
Belike Nominees PTY Limited

887,979 887,979 0

https://finance.yahoo.com/news/fusion-fuel-green-announces-strategic-110000931.html

https://www.bloomberg.com/profile/company/0364328D:AU
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  • 5Y
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