Amendment: SEC Form SC 13G/A filed by Fusion Fuel Green PLC
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
Fusion Fuel Green PLC
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value per share
(Title of Class of Securities)
G3R25D 118
(CUSIP Number)
November 14, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G3R25D 118
| 1. | Names of Reporting Persons MAK Capital One L.L.C. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | x |
| (b) | o |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization Delaware |
| 5. | Number of Shares Beneficially Owned by Each Reporting Person With |
| (a) | Sole Voting Power: |
| (b) | Shared Voting Power: 1,554,149 Class A Ordinary Shares |
| (c) | Sole Dispositive Power: |
| (d) | Shared Dispositive Power: 1,554,149 Class A Ordinary Shares |
| 6. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,554,149 |
| 7. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 8. | Percent of Class Represented by Amount in Row (9): 8.95%1 |
| 9. | Type of Reporting Person (See Instructions): IA |
1 The calculation is based upon 17,371,968 shares outstanding as of May 8, 2024, disclosed in the Issuer’s prospectus filed on May 8, 2024.
| 2 |
CUSIP No. G3R25D 118
| 1. | Names of Reporting Persons Michael A. Kaufman |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | x |
| (b) | o |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization United States |
| 5. | Number of Shares Beneficially Owned by Each Reporting Person With |
| (a) | Sole Voting Power: |
| (b) | Shared Voting Power: 1,554,149 Class A Ordinary Shares |
| (c) | Sole Dispositive Power: |
| (d) | Shared Dispositive Power: 1,554,149 Class A Ordinary Shares |
| 6. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,554,149 |
| 7. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 8. | Percent of Class Represented by Amount in Row (9): 8.95%2 |
| 9. | Type of Reporting Person (See Instructions) IN |
2 The calculation is based upon 17,371,968 shares outstanding as of May 8, 2024, disclosed in the Issuer’s prospectus filed on May 8, 2024.
| 3 |
CUSIP No. G3R25D 118
| 1. | Names of Reporting Persons MAK Capital Fund LP |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | x |
| (b) | o |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization Bermuda |
| 5. | Number of Shares Beneficially Owned by Each Reporting Person With |
| (a) | Sole Voting Power: |
| (b) | Shared Voting Power: 1,554,149 Class A Ordinary Shares |
| (c) | Sole Dispositive Power: |
| (d) | Shared Dispositive Power: 1,554,149 Class A Ordinary Shares |
| 6. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,554,149 |
| 7. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 8. | Percent of Class Represented by Amount in Row (9): 8.95%3 |
| 9. | Type of Reporting Person (See Instructions) PN |
3 The calculation is based upon 17,371,968 shares outstanding as of May 8, 2024, disclosed in the Issuer’s prospectus filed on May 8, 2024.
| 4 |
Item 1.
(a)
Name of Issuer
Fusion Fuel Green Plc
(b)
Address of Issuer’s Principal Executive Offices
The Victorians, 10 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02 T380, Ireland
Item 2.
(a)
Name of Person Filing
The names of the persons filing this statement on Schedule 13G are:
i. MAK Capital One L.L.C. (“MAK Capital”);
ii. Michael A. Kaufman (“Mr. Kaufman”)
iii. MAK Capital Fund LP (“MAK Fund” and collectively, with MAK Capital, Mr. Kaufman, the “Reporting Persons”).
(b)
Address of Principal Business Office or, if none, Residence
The principal business address of (i) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st
Floor, New York, NY 10022; and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda.
(c)
Citizenship
MAK Capital is a Delaware limited liability company.
Mr. Kaufman is a United States citizen.
MAK Fund is a Bermuda limited partnership.
(d)
Title of Class of Securities
Class A Ordinary Shares, par value $0.0001
(e) CUSIP Number G3R25D 118
| 5 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
1,554,149 Class A Ordinary Shares
(b)
Percent of class:
8.95%
| 6 |
The calculation is based upon 17,371,968 shares outstanding as of May 8, 2024, disclosed in the Issuer’s prospectus filed on May 8, 2024.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Shared power to vote or to direct the vote:
1,554,149 Class A Ordinary Shares
(ii) Sole power to dispose or to direct the disposition of
(iii) Shared power to dispose or to direct the disposition of:
1,554,149 Class A Ordinary Shares
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: November 18, 2024 | ||
| MAK CAPITAL ONE L.L.C. | ||
| By: | /s/ Michael A. Kaufman | |
| Michael A. Kaufman, | ||
| Managing Member | ||
| /s/ Michael A. Kaufman | ||
| MICHAEL A. KAUFMAN | ||
| MAK CAPITAL FUND LP | ||
| By: | MAK GP LLC, general partner | |
| By: | /s/ Michael A. Kaufman | |
| Michael A. Kaufman, | ||
| Managing Member | ||
| 8 |