SCHEDULE: Fusion Fuel Green Takes Majority Stake in Quality Industrial

Sentiment:

Beneficial Ownership Update


Fusion Fuel Green PLC converted preferred stock into common shares, increasing its beneficial ownership in Quality Industrial Corp. to 53.5%.

Summary

  • Fusion Fuel Green PLC (the "Reporting Person") filed Amendment No. 2 to its Schedule 13D regarding Quality Industrial Corp. (the "Issuer").
  • On October 28, 2025, Fusion Fuel Green PLC converted 1,900 shares of Series B Convertible Preferred Stock of Quality Industrial Corp. into 1,900,000 shares of its Common Stock.
  • This conversion was effected for no cash consideration, as per the Series B Certificate of Designation.
  • As of October 28, 2025, Fusion Fuel Green PLC beneficially owns a total of 100,312,334 shares of Quality Industrial Corp. common stock.
  • This beneficial ownership represents approximately 53.5% of the outstanding common stock of Quality Industrial Corp., calculated based on 169,510,820 shares outstanding as of October 28, 2025.
  • The beneficially owned shares comprise 82,212,334 existing common shares and 18,100,000 shares issuable upon the conversion of 18,100 shares of Series B Preferred Stock.
  • Fusion Fuel Green PLC holds sole voting and dispositive power over these beneficially owned shares.
  • The Reporting Person acquired these securities for strategic investment purposes.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in strategic control for Fusion Fuel Green PLC over Quality Industrial Corp., which is generally a positive development for the acquiring entity and suggests a stable, long-term strategic alignment. No negative information was disclosed.

Positives

  • Fusion Fuel Green PLC has increased its beneficial ownership in Quality Industrial Corp. to a majority stake of 53.5%, indicating significant control.
  • The conversion of preferred stock to common stock was for no cash consideration, representing a non-cash increase in common equity stake.
  • The acquisition is for strategic investment purposes, suggesting a long-term commitment and potential for synergistic value creation between the entities.

Future Outlook

The Reporting Person acquired the securities of the Issuer for strategic investment purposes. No current plans or proposals for other events described in Item 4 of Schedule 13D are disclosed, beyond the strategic investment.

Management Comments

  • The Reporting Person acquired the securities of the Issuer for strategic investment purposes.

Industry Context

NA

Legal Proceedings

  • No criminal or civil proceedings (excluding traffic violations) have been brought against the Reporting Person or its executive officers and directors in the last five years that would require disclosure.

Related Party Transactions

  • John-Paul Backwell, in his capacity as one of the Sellers, transferred 4,750,000 shares of common stock of Quality Industrial Corp. to Fusion Fuel Green PLC in consideration for 219,991 Reporting Person Preferred Shares. John-Paul Backwell is the Chief Executive Officer and Director of Fusion Fuel Green PLC.

Stakeholder Impact

  • Shareholders of Quality Industrial Corp. will see Fusion Fuel Green PLC become a majority shareholder (53.5%), potentially leading to more stable governance and strategic direction, but also possibly reducing the influence of minority shareholders.
  • Shareholders of Fusion Fuel Green PLC may benefit from increased strategic control over Quality Industrial Corp., aligning with their business objectives in energy products and services.

Key Dates

DateDescription
November 18, 2024Stock Purchase Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp.
November 19, 2024Quality Industrial Corp. filed Quarterly Report on Form 10-Q (Exhibit 4.5 Certificate of Designation of Series B Convertible Preferred Stock).
November 27, 2024Form 6-K filed (Exhibit 10.1 Form of Lock-Up Agreement).
December 6, 2024Original Schedule 13D filed by Fusion Fuel Green PLC with respect to Quality Industrial Corp.
March 10, 2025Form 6-K filed by Fusion Fuel Green PLC (Exhibit 2.1 Stock Purchase Agreement, Exhibit 3.1 Certificate of Designation of Series A Convertible Preferred Shares).
August 1, 2025Stock Purchase Agreement between Fusion Fuel Green PLC and Quality Industrial Corp.
August 5, 2025Schedule 13D/A filed by Fusion Fuel Green PLC (Exhibit 4 Stock Purchase Agreement).
October 28, 2025Date of event requiring filing (conversion of Series B Convertible Preferred Stock) and calculation date for outstanding common stock.
October 29, 2025Signature date for Amendment No. 2 to Schedule 13D.

Recommendation

hold

Fusion Fuel Green PLC's acquisition of a majority stake (53.5%) in Quality Industrial Corp. through preferred stock conversion signals a strong strategic commitment. This could lead to more stable governance and potential synergies, but also reduces the likelihood of a competitive takeover bid for Quality Industrial Corp., which might cap certain speculative upside for minority shareholders. Therefore, a 'hold' recommendation is appropriate as the company's future performance will largely depend on the execution of this strategic alignment.

Keywords

Quality Industrial Corp., Fusion Fuel Green PLC, Schedule 13D, beneficial ownership, common stock, preferred stock, strategic investment, SEC filing

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