Amendment: SEC Form SCHEDULE 13D/A filed by Fusion Fuel Green PLC
$HTOO
Industrial Machinery/Components
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Quality Industrial Corp. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
G3R25D209 (CUSIP Number) |
John-Paul Blackwell 9 Pembroke Street Upper, c/o Fusion Fuel Green PLC Dublin, L2, D02 KR83 351 21 581 8802 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | G3R25D209 |
| 1 |
Name of reporting person
Fusion Fuel Green PLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
IRELAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
100,312,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
55.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Quality Industrial Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
505 Montgomery Street, San Francisco,
CALIFORNIA
, 94104. |
| Item 2. | Identity and Background |
| (a) | Fusion Fuel Green (the "Reporting Person").
Set forth on Annex A attached separately ("Annex A") is the name, position with the Reporting Person, present principal occupation or employment, principal business address, name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of the executive officers and directors of the Reporting Person. To the knowledge of the Reporting Person, none of the persons listed on Annex A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. |
| (b) | The principal business address of the Reporting Person is 9 Pembroke Street Upper, Dublin, D02 KR83, Ireland |
| (c) | The principal business of the Reporting Person is to provide certain energy products and services. |
| (d) | During the last five years, the Reporting Person and each of the persons set forth on Annex A have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person and each of the persons set forth on Annex A have not been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is an Irish public limited Company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired 2,000,000 shares of the Issuer's common stock pursuant to a Stock Purchase Agreement, dated as of August 1, 2025, between the Issuer and the Reporting Person, for an aggregate purchase price of $40,000. The funds used for this acquisition were from the Reporting Person's working capital. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the Sellers' Shares for strategic investment purposes. Except as disclosed in this Item, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the events described in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Schedule 13D, the Reporting Person is the beneficial owner of a total of 80,312,334 shares of the common stock of the Issuer, representing approximately 55.5% of the outstanding shares of common stock of the Issuer. The denominator of the fraction upon which this percentage is calculated is based on 160,860,821 shares of common stock outstanding as of June 4, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on June 4, 2025. The numerator of the fraction upon which the percentage is calculated is based on the total of 100,312,334 shares of common stock that were beneficially owned as of the date of this Schedule 13D. The shares of common stock beneficially owned consist of (1) 80,312,334 shares of common stock and (ii) 20,000,000 shares of common stock issuable upon the conversion of 20,000 shares of Series B Preferred Stock, except in the event 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. |
| (b) | The Reporting Person has sole voting and dispositive power over the shares of common stock that are beneficially owned by the Reporting Person as of the date of this Schedule 13D. |
| (c) | Except as described in this Schedule 13D/A, the Reporting Person has not effected any transactions in the common stock during the past 60 days. |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock held by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3 of the Schedule 13D filed by the Reporting Person on December 6, 2024, is incorporated by reference into this Item 6.
Other than as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including, but not limited to, call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 to Report in Form 6-K filed by Fusion Fuel Green PLC on March 10, 2025).
https://www.sec.gov/Archives/edgar/data/1819794/000121390025022234/ea023339101ex2-1_fusion.htm
Exhibit 2: Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares of Fusion Fuel Green PLC (incorporated by reference to Exhibit 3.1 to Report on Form 6-K filed by Fusion Fuel Green PLC on March 10, 2025).
http://www.sec.gov/Archives/edgar/data/1819794/000117184324006609/exh_31.htm
Exhibit 3: Form of Lock-Up Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., and certain other persons (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on November 27, 2024).
https://www.sec.gov/Archives/edgar/data/1819794/000117184324006609/exh_101.htm
Exhibit 4: Stock Purchase Agreement, dated as of August 1, 2025, between Fusion Fuel Green PLC and Quality Industrial Corp. |
| 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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