SCHEDULE: Fusion Fuel Green Boosts Quality Industrial Stake to 53.5%
Amendment to Schedule 13D
Fusion Fuel Green PLC converted Series B Preferred Stock into 9.6 million common shares, increasing its beneficial ownership in Quality Industrial Corp. to 53.5%.
Summary
- Fusion Fuel Green PLC (the "Reporting Person") filed Amendment No. 3 to its Schedule 13D regarding its beneficial ownership in Quality Industrial Corp. (the "Issuer").
- On December 2, 2025, the Reporting Person converted 9,600 shares of Series B Convertible Preferred Stock into 9,600,000 shares of Quality Industrial Corp. common stock.
- This conversion was effected for no cash consideration, in accordance with the Series B Certificate of Designation.
- As of December 2, 2025, Fusion Fuel Green PLC beneficially owns a total of 100,312,334 shares of Quality Industrial Corp. common stock.
- This represents approximately 53.5% of the outstanding common stock, calculated based on 179,110,820 shares outstanding as of December 2, 2025.
- The beneficially owned shares consist of 91,812,334 shares of common stock and 8,500,000 shares issuable upon conversion of 8,500 shares of Series B Preferred Stock, subject to a 9.99% beneficial ownership limitation.
- The Reporting Person has sole voting and dispositive power over the beneficially owned shares.
- No other transactions in Quality Industrial Corp. common stock were effected by the Reporting Person during the past 60 days, except as described in this Amendment No. 3.
Sentiment
Score: 7
Explanation: The filing indicates a significant increase in Fusion Fuel Green PLC's control over Quality Industrial Corp. through a preferred stock conversion, which is a positive for Fusion Fuel Green PLC as it consolidates its position. For Quality Industrial Corp., it signifies a strong anchor investor with majority control. The conversion itself is a routine event for convertible securities, but the resulting majority stake is a notable development.
Positives
- Fusion Fuel Green PLC has increased its direct common stock holding in Quality Industrial Corp., demonstrating a stronger commitment or strategic interest.
- The conversion of preferred stock into common stock simplifies the capital structure for the converted portion.
- Fusion Fuel Green PLC now holds a majority stake (53.5%) in Quality Industrial Corp., granting it significant control over the Issuer's operations and strategic direction.
Negatives
- The conversion of preferred stock into common stock could dilute the ownership percentage of other common stockholders.
Risks
- A limitation on beneficial ownership under the Series B Certificate of Designation prevents conversion of Series B Preferred Stock to the extent that such conversion would result in the holder's beneficial ownership of the common stock exceeding 9.99% of the outstanding common stock immediately after conversion, indicating potential future restrictions on further conversions or a need for waivers.
Future Outlook
NA
Industry Context
This filing reflects a significant ownership consolidation by Fusion Fuel Green PLC in Quality Industrial Corp., which could indicate a strategic move to integrate operations or exert greater influence. Without further context on the specific industries of both companies, a broader industry trend analysis is limited. However, such a majority stake acquisition often signals a long-term strategic investment or a precursor to further integration or acquisition activities within the energy products and services sector, which is Fusion Fuel Green PLC's principal business.
Stakeholder Impact
- Shareholders (Quality Industrial Corp.): Existing common shareholders may experience dilution of their ownership percentage due to the conversion of preferred stock into common stock.
- Shareholders (Fusion Fuel Green PLC): Increased control and influence over Quality Industrial Corp. could be beneficial for Fusion Fuel Green PLC's strategic objectives.
- Management (Quality Industrial Corp.): The majority ownership by Fusion Fuel Green PLC could lead to increased oversight or strategic alignment requirements from the new controlling shareholder.
Next Steps
- Potential future conversions of the remaining 8,500 shares of Series B Preferred Stock into common stock, subject to beneficial ownership limitations.
- Fusion Fuel Green PLC, as a majority shareholder, may influence Quality Industrial Corp.'s strategic decisions and corporate governance.
Key Dates
| Date | Description |
|---|---|
| 2024-11-18 | Date of Stock Purchase Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. |
| 2024-11-19 | Date of Quarterly Report on Form 10-Q filed by Quality Industrial Corp. referencing the Certificate of Designation of Series B Convertible Preferred Stock. |
| 2024-11-27 | Date of Report on Form 6-K filed referencing the Form of Lock-Up Agreement. |
| 2024-12-06 | Original Schedule 13D filing date by Fusion Fuel Green PLC with respect to Quality Industrial Corp. |
| 2025-03-10 | Date of Report in Form 6-K filed by Fusion Fuel Green PLC referencing the Stock Purchase Agreement and Certificate of Designation of Series A Convertible Preferred Shares. |
| 2025-08-01 | Date of Stock Purchase Agreement between Fusion Fuel Green PLC and Quality Industrial Corp. |
| 2025-08-05 | Date of Schedule 13D/A filed by Fusion Fuel Green PLC referencing the Stock Purchase Agreement dated August 1, 2025. |
| 2025-08-06 | Date of Amendment No. 1 to the Schedule 13D previously filed by Fusion Fuel Green PLC. |
| 2025-10-29 | Date of Amendment No. 2 to the Schedule 13D previously filed by Fusion Fuel Green PLC. |
| 2025-12-02 | Date of event requiring filing of this statement (conversion of Series B Preferred Stock) and the basis for common stock outstanding calculation. |
| 2025-12-04 | Signature date of Amendment No. 3. |
Keywords
Fusion Fuel Green PLC, Quality Industrial Corp., Schedule 13D/A, Beneficial Ownership, Common Stock, Series B Preferred Stock, Stock Conversion, Equity Stake, SEC Filing, Corporate Control
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