Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Fusion Fuel Green PLC (Name of Issuer) |
Class A Ordinary Shares, $0.0035 nominal value per share (Title of Class of Securities) |
G3R25D209 (CUSIP Number) |
01/04/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3R25D209 |
| 1 | Names of Reporting Persons
Lantern Management Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,749,184.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Includes 1,519,559 Warrants (as defined below) to purchase Class A Ordinary Shares. The Warrants contain provisions preventing exercise if such exercise would result in the Reporting Persons beneficially owning greater than 9.99% of the outstanding Class A Ordinary Shares when aggregated with all other Class A Ordinary Shares beneficially owned. As a result, at any given time, the Reporting Persons may be deemed to beneficially own Class A Ordinary Shares underlying the Warrants only to the extent their total beneficial ownership does not exceed 9.99%.
SCHEDULE 13G
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| CUSIP No. | G3R25D209 |
| 1 | Names of Reporting Persons
Lantern Management Fund GP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,749,184.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Includes 1,519,559 Warrants (as defined below) to purchase Class A Ordinary Shares. The Warrants contain provisions preventing exercise if such exercise would result in the Reporting Persons beneficially owning greater than 9.99% of the outstanding Class A Ordinary Shares when aggregated with all other Class A Ordinary Shares beneficially owned. As a result, at any given time, the Reporting Persons may be deemed to beneficially own Class A Ordinary Shares underlying the Warrants only to the extent their total beneficial ownership does not exceed 9.99%.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Fusion Fuel Green PLC | |
| (b) | Address of issuer's principal executive offices:
9 Pembroke Street Upper, Dublin, Ireland D02 KR83 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: Lantern Management Fund LP Lantern Management Fund GP | |
| (b) | Address or principal business office or, if none, residence:
The principal address of the Reporting Persons is CO SERVICES CAYMAN LIMITED, Willow House, Cricket Square, Grand Cayman KY1-1001, Cayman Islands. | |
| (c) | Citizenship:
The Reporting Persons are organized under the laws of the Cayman Islands. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, $0.0035 nominal value per share | |
| (e) | CUSIP No.:
G3R25D209 | |
| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information presented below represents beneficial ownership of the Class A Ordinary Shares as of the date hereof, based upon 2,345,718 Class A Ordinary Shares outstanding as of January 26, 2026, as provided by the Issuer. Lantern Management Fund LP is the record holder of (i) 229,625 Class A Ordinary Shares, (ii) prefunded warrants to purchase an aggregate of 281,815 Class A Ordinary Shares at an exercise price of $0.0035 per share (the "Pre-Funded Warrants"), (iii) warrants to purchase an aggregate of 786,886 Class A Ordinary Shares at an exercise price of $3.50 per share (the "$3.50 Warrants"), and (iv) warrants to purchase an aggregate of 450,858 Class A Ordinary Shares at an exercise price of $5.00 per share (the "$5.00 Warrants," and together with the Pre-Funded Warrants and $3.50 Warrants, the "Warrants"). The Warrants are immediately exercisable. The Pre-Funded Warrants do not expire, and the $3.50 Warrants and $5.00 Warrants expire on July 25, 2028. The Warrants contain provisions preventing exercise if such exercise would result in the Reporting Persons beneficially owning greater than 9.99% of the outstanding Class A Ordinary Shares when aggregated with all other Class A Ordinary Shares beneficially owned. As a result, at any given time, the Reporting Persons may be deemed to beneficially own Class A Ordinary Shares underlying the Warrants only to the extent their total beneficial ownership does not exceed 9.99%. Lantern Management Fund GP is the general partner of Lantern Management Fund LP. Voting and investment decisions with respect to the securities held by Lantern Management Fund LP are made by the investment committee of Lantern Management Fund GP, which is comprised of three members and acts by majority vote. | |
| (b) | Percent of class:
9.99% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
1,749,184 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,749,184 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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.
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Exhibit Information
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99.1: Joint Filing Agreement |