PRER14A 1 ea129580-prer14a_hlacquisi.htm REVISED PRELIMINARY PROXY STATEMENT

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. 1)

 

Filed by the Registrant

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement Confidential, For Use of the
  Definitive Proxy Statement   Commission Only (as
Definitive Additional Materials   permitted by Rule 14a-6(e)(2)) 
Soliciting Material Under Rule 14a-12    

 

HL ACQUISITIONS CORP.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

No fee required.
     
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     
  (1) Title of each class of securities to which transaction applies:
    Class A Ordinary Shares and Warrants
     
  (2) Aggregate number of securities to which transaction applies:
    14,785,751 Class A Ordinary Shares and 7,750,000 Warrants
     
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
In accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended, the price per Class A Ordinary Share and Warrant was calculated as follows: $10.47 per Class A Ordinary Share and $1.00 per Warrant, based on the average of the high and low prices of the HL Acquisition Corp. ordinary shares and warrants, respectively, on the Capital Market of The Nasdaq Stock Market LLC on August 10, 2020.
     
  (4) Proposed maximum aggregate value of transaction:
$162,562,048
     
  (5) Total fee paid:
    $21,100.55
     
Fee paid previously with preliminary materials:
     
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
     
  (1) Amount previously paid:
    $21,100.55
     
  (2) Form, Schedule or Registration Statement No.:
    Form F-4, Registration Statement No. 333-245052.
     
  (3) Filing Party:
    Fusion Fuel Green Limited
     
  (4) Date Filed:
    August 12, 2020

 

 

 

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 9, 2020

 

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF
HL ACQUISITIONS CORP.

 

PROSPECTUS FOR UP TO 14,783,356 CLASS A ORDINARY SHARES
AND 7,750,000 WARRANTS

OF
FUSION FUEL GREEN PLC

 

HL Acquisitions Corp., a British Virgin Islands business company (“HL”), has entered into a Business Combination Agreement (as amended and restated and as may be further amended from time to time, the “Business Combination Agreement”) with Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (“Fusion Fuel”), Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited), a public limited company incorporated in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of Fusion Fuel (“Fusion Fuel Shareholders”). Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into HL (the “Merger”) with HL being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Parent, followed immediately by (ii) the acquisition by Parent of all of the issued and outstanding shares of Fusion Fuel (the “Share Exchange”, and together with the Merger, the “Transactions”). As a result of the Transactions, Fusion Fuel and HL will become wholly owned subsidiaries of Parent and the securityholders of Fusion Fuel and HL will become the securityholders of Parent.

 

Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Class A ordinary share of Parent (“Parent Class A Ordinary Shares”), except that holders of HL ordinary shares sold in HL’s initial public offering will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s amended and restated memorandum and articles of association (“M&A”), (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will remain outstanding and will be automatically adjusted to entitle the holder to purchase one Parent Class A Ordinary Share at a price of $11.50 per share (“HL Parent Warrant”).

 

Upon consummation of the Share Exchange, the Fusion Fuel Shareholders will receive their pro rata portion of an aggregate of 2,125,000 Class B ordinary shares of Parent (“Parent Class B Ordinary Shares” and together with the Parent Class A Ordinary Shares, the “Parent Ordinary Shares”) and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares. The Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will be identical, except that holders of Parent Class B Ordinary Shares will have certain protective rights, including the right to approve any liquidation, sale of substantially all assets or equity, merger, consolidation, or similar transaction of Parent, amendments to Parent’s Memorandum and Articles of Association (“Parent’s M&A”), the creation or issuance of any new class or series of capital stock or equity securities convertible into capital stock of Parent, changes to the size of Parent’s or Fusion Fuel’s board of directors, and the removal of any member of Fusion Fuel’s board of directors. Each Parent Class B Ordinary Share is convertible at any time into one Parent Class A Ordinary Share at the option of the holder and all outstanding Parent Class B Ordinary Shares will automatically convert into an equal number of Parent Class A Ordinary Shares on December 31, 2023. The warrants to be issued to the Fusion Fuel Shareholders are identical to the HL Parent Warrants, except that they will not be redeemable by Parent and may be exercised for cash or on a cashless basis at the holder’s option as long as such warrants are held by Fusion Fuel Shareholders or their affiliates or permitted transferees.

 

 

 

  

The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under the agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. The warrants to be issued as part of this contingent consideration shall have the same terms as the warrants issued to the Fusion Fuel Shareholders at the closing of the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Proposals – General – The Share Exchange: Consideration to Fusion Fuel Shareholders”.

 

HL Acquisitions Holdings LLC, Metropolitan Capital Partners V, LLC, and the Jeffrey Schwarz Children’s Trust (the “Sponsors”) along with, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into an agreement (“Sponsor Agreement”) to forfeit an aggregate of 125,000 ordinary shares of HL and 125,000 warrants of HL upon the consummation of the Transactions.

 

EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in HL’s initial public offering, on behalf of itself and the other holders of options to purchase an aggregate of 250,000 units of HL (with each unit containing one ordinary share of HL, one warrant of HL and one right of HL) (the “Unit Purchase Options”) shall enter into an agreement (the “UPO Exchange Agreement”) pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing.

 

Accordingly, this prospectus covers an aggregate of 14,783,356 Parent Class A Ordinary Shares and 7,750,000 HL Parent Warrants issuable to the securityholders of HL as a result of the Merger. This prospectus does not register any of (i) the Parent Class B Ordinary Shares or warrants to purchase Parent Class A Ordinary Shares issuable to the Fusion Fuel Shareholders in the Transactions, (ii) the Parent Class A Ordinary Shares issuable upon conversion or exercise thereof, (iii) the Parent Class A Ordinary Shares or warrants to purchase Parent Class A Ordinary Shares which may be issuable to the Fusion Fuel Shareholders upon the satisfaction of certain earnout conditions, or (iv) the Parent Class A Ordinary Shares to be issued in the PIPE Investment.

 

Upon closing of the Transactions, Parent will have a dual class structure for its ordinary shares – the Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will each receive one vote per share, but the Parent Class B Ordinary Shares will enjoy certain protective provisions, which are explained more fully elsewhere in this proxy statement/prospectus. We estimate that, as a result of the Transactions, (i) assuming that no HL shareholders elect to convert their public shares into cash in connection with the Transactions as permitted HL’s M&A, (ii) after giving effect to the forfeiture of an aggregate of 125,000 HL ordinary shares pursuant to the Sponsor Agreement, (iii) after giving effect to the exchange of the Unit Purchase Options for the issuance of 50,000 HL ordinary shares pursuant to the UPO Exchange Agreement which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares upon the Closing, (iv) after giving effect to the 2,450,000 Parent Class A Ordinary Shares to be issued by Parent at closing pursuant to a series of private placement subscription agreements with investors for the sale of an aggregate of Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million (“PIPE Investment”), and (v) without taking into effect any Parent Class A Ordinary Shares issuable upon the exercise of HL Parent Warrants or warrants issued to the Fusion Fuel Shareholders in the Transactions, any Parent Class A Ordinary Shares or warrants which may be issued to the Fusion Fuel Shareholders as contingent consideration, or any securities which may be issued in any other financing, the current shareholders of HL will own approximately 60.6% of the voting power of the Parent Ordinary Shares outstanding, the Fusion Fuel Shareholders will own approximately 18.3% of the voting power of the Parent Ordinary Shares outstanding, and the PIPE Investors will hold approximately 21.1% of the voting power of the Parent Ordinary Shares outstanding. If all of the HL public shares are converted into cash, such percentages will be approximately 29.8%, 32.6%, and 37.6%, respectively.

 

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the annual general meeting of HL shareholders scheduled to be held on December 4, 2020.

 

 

 

 

HL’s units, ordinary shares, rights, and warrants are currently listed on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “HCCHU,” “HCCH,” “HCCHR,” and “HCCHW,” respectively. Following the Transactions, all HL units, ordinary shares, rights, and warrants will be de-listed from Nasdaq and de-registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On November 4, 2020, the record date, the closing sale price of HL units, ordinary shares, rights, and warrants were $14.95, $10.90, $0.96, and $1.62, respectively.

 

Although Parent is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Transactions, Parent will become subject to the reporting requirements of the Exchange Act. Parent has applied for listing, to be effective at the time of the consummation of the Transactions, of the Parent Class A Ordinary Shares and HL Parent Warrants on Nasdaq under the symbols “HTOO” and “HTOOW”, respectively, and Parent is expected to be publicly traded on Nasdaq under those symbols following the completion of the Transactions, subject to receipt of Nasdaq’s approval and official notice of issuance. While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Transactions, there can be no assurance that Parent’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” for more information.

 

Parent will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

 

Parent will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Parent’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Parent will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

This proxy statement/prospectus provides you with detailed information about the Business Combination Agreement, the Transactions, and other matters to be considered at the annual general meeting of HL’s shareholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 29 of this proxy statement/prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

This proxy statement/prospectus is dated [●], 2020 and is first being mailed to HL’s shareholders on or about [●], 2020.

 

 

 

  

HL ACQUISITIONS CORP.
499 Park Avenue, 12th Floor

New York, NY 10022

(212) 486-8100

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 4, 2020

 

Dear HL Acquisitions Corp. Shareholders:

 

You are cordially invited to attend the annual general meeting of shareholders of HL Acquisitions Corp. (“HL”) at 10:00 a.m. local time on December 4, 2020, at the offices of Graubard Miller, HL’s U.S. counsel, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. If you wish to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. See “Questions and Answers about the Proposals – How do I attend the annual general meeting in person?” for more information.

 

As previously disclosed, HL entered into the Business Combination Agreement, dated as of June 6, 2020 (as amended and restated on August 25, 2020, and as may be further amended from time to time, the “Business Combination Agreement”), with Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (“Fusion Fuel”), Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited), a public limited company incorporated in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of Fusion Fuel (“Fusion Fuel Shareholders”) which, among other things, provides for a business combination between HL and Fusion Fuel.

 

At the annual general meeting, HL’s shareholders will be asked to approve the business combination contemplated by the Business Combination Agreement, a series of related proposals, and any and all other business that may properly come before the annual general meeting or any continuation, postponement, or adjournment thereof, as follows:

 

(1)Proposal No. 1 – The Business Combination Proposals – to consider and vote upon two separate proposals, as follows:

 

(a)a proposal to approve the merger of Merger Sub with and into HL, with HL being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company (the “Merger”) as the first step in the business combination; and

 

(b)a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including (i) the Merger and (ii) immediately after the consummation of the Merger, Parent’s purchase from the Fusion Fuel Shareholders of all of the issued and outstanding shares of Fusion Fuel (the “Share Exchange”, and together with the Merger, the “Transactions”).

 

We refer to these two sub-proposals as the “business combination proposals”;

 

(2)Proposal No. 2 – The Director Proposal - to consider and vote upon a proposal to elect seven (7) directors to the board of directors of Parent to serve until their successors are duly elected and qualified — we refer to this proposal as the “director proposal”;

 

(3)Proposal No. 3 – The Charter Proposals - to approve the following material differences between HL’s amended and restated memorandum and articles of association (“M&A”) and Parent’s memorandum and articles of association (“Parent’s M&A”) to be effective upon the consummation of Transactions: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains — we refer to these proposals as the “charter proposals”; and
   
  (4) Proposal No. 4 – The PIPE Proposal - to consider and vote upon a proposal to approve a series of subscription agreements with investors (“PIPE Investors”) for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements (“PIPE Investment”) which will close simultaneously with or immediately after the consummation of the Transactions— we refer to this proposal as the “PIPE proposal”.

 

(5)

Proposal No. 5 – The Adjournment Proposal - to consider and vote upon a proposal to adjourn the annual general meeting to a later date or dates, if necessary, if the parties are not able to consummate the Transactions — we refer to this proposal as the “adjournment proposal”.

 

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of HL ordinary shares at the close of business on November 4, 2020 (the “record date”) are entitled to notice of the annual general meeting and to vote and have their votes counted at the annual general meeting and any adjournments or postponements of the annual general meeting.

 

After careful consideration, HL’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of HL and its shareholders and recommends that you vote or give instruction to vote “FOR” each proposal. Consummation of the Transactions is conditioned on approval of each of the business combination proposals, director proposal, and charter proposals, among other closing conditions described herein.

 

 

 

 

In connection with the initial public offering, each of HL’s shareholders prior to its initial public offering (the “initial shareholders”), and each officer and director of HL, agreed to vote the ordinary shares (“initial shares”) that were issued prior to HL’s initial public offering, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. The HL initial shareholders, officers, and directors have also indicated that they intend to vote their ordinary shares of HL in favor of all other proposals being presented by HL management at the meeting. As of November 4, 2020, the record date for the annual general meeting of shareholders, HL’s initial shareholders, officers, and directors beneficially owned and were entitled to vote an aggregate of 1,375,000 initial shares. The initial shares currently constitute approximately 20.96% of the outstanding HL ordinary shares. Accordingly, we would need approval from the holders of 1,904,179 shares, or approximately 29.03% of the outstanding HL ordinary shares, to approve the business combination proposals.

 

The parties have structured the Transactions to take the form of an exchange, which, subject to certain requirements, should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, to qualify as a reorganization, certain requirements must be met. As such, while it is possible that the Transactions will qualify as a reorganization under Section 368(a), such qualification is not a condition of the Transactions. Further, the parties did not and will not seek a ruling from the IRS regarding the tax consequences of the Transactions. If the Transactions qualify as a reorganization within the meaning of Section 368 of the Code, a U.S. Holder (as defined below) of HL ordinary shares should not recognize gain or loss on the exchange of HL ordinary shares for Parent Class A Ordinary Shares pursuant to the Merger. If the Transactions constitute a reorganization within the meaning of Section 368(a) of the Code, a U.S. Holder of HL warrants should not recognize gain or loss on the adjustment of HL warrants for HL Parent Warrants pursuant to the Merger. The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain; it is possible that the HL rights could be treated in a manner similar to options to acquire shares of HL or Parent, in which case, in a transaction qualifying as a Section 368(a) reorganization, a U.S. Holder generally would not recognize gain or loss upon the acquisition of Parent Class A Ordinary Shares on the exchange of each HL right for 1/10 of an HL ordinary share and the simultaneous conversion of each such HL ordinary share into one Parent Class A Ordinary Share, but there is a risk that alternate characterizations of the HL rights could result in U.S. federal income tax. No assurance can be given that the Internal Revenue Service (“IRS”) or the courts will agree that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code. If the Transactions fail to qualify as a Section 368(a) reorganization and instead constitute a taxable transaction, it is anticipated that a U.S. Holder would recognize gain or loss (or, if the failure to qualify was because of the application of Section 367, would recognize gain, but not loss) upon the exchange of its HL ordinary shares solely for Parent Class A Ordinary Shares pursuant to the Transactions. Moreover, if the Transactions constitute a taxable exchange, a U.S. Holder that exchanges its HL ordinary shares, HL warrants, or HL rights for the consideration pursuant to the Transactions generally will recognize gain or loss equal to the difference between (i) the fair market value of the Parent Class A Ordinary Shares and HL Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the HL ordinary shares, HL warrants, and HL rights exchanged therefor. For more information on the anticipated U.S. federal income tax consequences of the Transactions, see the section titled “Anticipated Material U.S. Federal Income Tax Consequences to HL and HL’s Securityholders.

 

Non-Irish Holders (as defined below) are not anticipated to be within the charge to Irish tax on chargeable gains on the automatic conversion of their HL ordinary shares into Parent Class A Ordinary Shares, or the automatic adjustment of their HL warrants into HL Parent Warrants, pursuant to the Merger, unless the HL ordinary shares or HL warrants were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, or were used, held or acquired for use by or for the purposes of an Irish branch or agency. For a more detailed description of the anticipated material Irish tax consequences of acquiring, holding and disposing of Parent Class A Ordinary Shares and HL Parent Warrants, see the section of this proxy statement/prospectus titled “The Business Combination Proposals — Anticipated Material Irish Tax Considerations to Non-Irish Holders.”

 

All HL shareholders are cordially invited to attend the annual general meeting in person. To ensure your representation at the annual general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of HL ordinary shares, you may also cast your vote in person at the annual general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual general meeting and vote in person, obtain a proxy from your broker or bank.

 

A complete list of HL shareholders of record entitled to vote at the annual general meeting will be available for ten days before the annual general meeting at the principal executive offices of HL for inspection by shareholders during ordinary business hours for any purpose germane to the annual general meeting.

 

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

  By Order of the Board of Directors
   
  /s/ Jeffrey E. Schwarz
  Jeffrey E. Schwarz
  Chairman of the Board and Chief Executive Officer

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSALS OR AT ALL OR TO BE A HOLDER OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES CONVERTED INTO CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING HL ORDINARY SHARES MAY EXERCISE CONVERSION RIGHTS REGARDLESS OF WHETHER THEY VOTE ON THE BUSINESS COMBINATION PROPOSALS OR IF THEY ARE A HOLDER OF RECORD ON THE RECORD DATE. TO EXERCISE CONVERSION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, HL’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE ANNUAL GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING CONTINENTAL STOCK TRANSFER & TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE TRANSACTIONS ARE NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR CONVERSION RIGHTS. SEE “ANNUAL GENERAL MEETING OF HL SHAREHOLDERS — CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

This proxy statement/prospectus is dated [●], 2020 and is first being mailed to HL’s shareholders on or about [●], 2020.

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on December 4, 2020: HL’s proxy statement/prospectus is available at https://www.cstproxy.com/hlacquisitionscorp/smp/2020.

 

 

 

  

TABLE OF CONTENTS

 

  Page
   
ABOUT THIS PROXY STATEMENT/PROSPECTUS 1
SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS 2
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS 4
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS 11
SELECTED HISTORICAL FINANCIAL INFORMATION 23
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 25
COMPARATIVE PER SHARE INFORMATION 28
RISK FACTORS 29
FORWARD-LOOKING STATEMENTS 67
ANNUAL GENERAL MEETING OF HL SHAREHOLDERS 68
THE BUSINESS COMBINATION PROPOSALS 72
ANTICIPATED MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HL AND HL’S SECURITYHOLDERS 89
ANTICIPATED MATERIAL IRISH INCOME TAX CONSEQUENCES TO NON-IRISH RESIDENT HL SECURITYHOLDERS 95
THE BUSINESS COMBINATION AGREEMENT 101
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION  108
THE DIRECTOR PROPOSAL 116
EXECUTIVE COMPENSATION 122
THE CHARTER PROPOSALS 123
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS 124
THE ADJOURNMENT PROPOSAL 135
INFORMATION RELATED TO HL 136
HL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 145
BUSINESS OF FUSION FUEL 148
FUSION FUEL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 161
BENEFICIAL OWNERSHIP OF SECURITIES 165
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 168
DESCRIPTION OF PARENT SECURITIES 172
DISSENTER’S RIGHTS 175
SHAREHOLDER PROPOSALS 176
OTHER SHAREHOLDER COMMUNICATIONS 176
EXPERTS 176
DELIVERY OF DOCUMENTS TO SHAREHOLDERS 177
WHERE YOU CAN FIND MORE INFORMATION 177
INDEX TO FINANCIAL STATEMENTS F-1

 

Annexes:

 

Annex A – Amended and Restated Business Combination Agreement

Annex B – Parent’s Memorandum and Articles of Association

Annex C – List of Relevant Territories for the Purposes of Irish Dividend Withholding Tax

Annex D – Valuation of Fusion Fuel by HL’s Financial Advisor

 

You should rely only on the information contained in this proxy statement/prospectus in determining whether to vote in favor of the business combination proposals and the other proposals presented. No one has been authorized to provide you with information that is different from the information contained in this proxy statement/prospectus. The information in this proxy statement/prospectus speaks only as of the date hereof, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any other date. Neither the mailing of this proxy statement/prospectus to HL shareholders nor the issuance by Parent of securities in connection with the Transactions will create any implication to the contrary.

 

i

 

  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

General

 

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Fusion Fuel Green PLC (“Parent”), constitutes a prospectus of Parent under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Parent Class A Ordinary Shares, HL Parent Warrants, and Parent Class A Ordinary Shares issuable upon the exercise of the HL Parent Warrants, to be issued to securityholders of HL Acquisitions Corp. (“HL”) if the business combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to HL’s annual general meeting, at which HL shareholders will be asked to consider and vote upon a proposal to approve the business combination, among other matters.

 

Financial Statement Presentation

 

The historical financial statements of HL were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars (“USD” or “$”).

 

The historical financial statements of Fusion Fuel were prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”) and are denominated in Euros (“EUR” or “€”). Following the Transactions, Parent will qualify as a Foreign Private Issuer and will prepare its financial statements in accordance with IFRS with transactions denominated in EUR. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information presented in this proxy statement/prospectus has been prepared in accordance with IFRS and denominated in EUR.

 

Exchange Rate Information

 

The translations from USD to EUR in this proxy statement/prospectus were made at the following rates:

 

  USD 0.8891 to EUR 1.00 for the pro forma condensed balance sheet dated as of June 30, 2020, for the shareholders’ equity presentation in the comparative per share information as of June 30, 2020, and for calculations relating to the Net Assets Condition as of June 30, 2020, which is the closing exchange rate set forth on finance.yahoo.com on June 30, 2020;

 

  USD 0.9071 to EUR 1.00 for the pro forma condensed combined statements of profits and losses for the six months ended June 30, 2020, and for the net income (loss) presentation in the comparative per share information for the same period, which is the average of the opening exchange rates set forth on finance.yahoo.com for such period;

 

  USD 0.8930 to EUR 1.00 for the pro forma condensed combined statements of profits and losses for the twelve months ended December 31, 2019, and for the net income (loss) presentation in the comparative per share information for the same period, which is the average of the opening exchange rates set forth on finance.yahoo.com for such period; and

 

  USD 0.8927 to EUR 1.00 for calculations relating to the Net Assets Condition as of December 31, 2019, which is the closing exchange rate set forth on finance.yahoo.com on December 31, 2019.

 

We make no representation that the EUR or USD amounts referred to in this proxy statement/prospectus could have been or could be converted into EUR or USD, as the case may be, at any particular rate or at all. On October 2, 2020, the noon buying rate as set forth in the H.10 statistical release of the Federal Reserve Board was EUR 1.1706 to USD 1.00.

 

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

 

HL, Parent, Merger Sub, Fusion Fuel, and the Fusion Fuel Shareholders are parties to the Business Combination Agreement.

 

Fusion Fuel focuses on “green” hydrogen production through the use of concentrated photovoltaic systems. Fusion Fuel’s two principal lines of business include the sale, installation, operation, and maintenance of “green” hydrogen generators for clients and the development of “green” hydrogen plants with a view toward the sale of “green” hydrogen at pre-determined prices through purchase agreements. See the section of this proxy statement/prospectus titled “Business of Fusion Fuel.”

 

Parent will serve as a holding company for Fusion Fuel and HL after consummation of the Transactions. Merger Sub was formed solely as a vehicle for consummating the Transactions, and currently is a wholly owned subsidiary of Parent. See the section of this proxy statement/prospectus titled “Summary of the Proxy Statement/Prospectus – The Parties.

 

Pursuant to the Business Combination Agreement, (i) the Merger will occur, through which Merger Sub will merge with and into HL, with HL being the surviving entity of the Merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company, and (ii) immediately after the consummation of the Merger, the Share Exchange will occur, through which the Fusion Fuel Shareholders will sell to Parent all of the issued and outstanding shares of Fusion Fuel in exchange for Parent Class B Ordinary Shares, warrants to purchase Parent Class A Ordinary Shares, and contingent consideration consisting of Parent Class A Ordinary Shares and warrants to purchase Parent Class A Ordinary Shares subject to certain earnout conditions described below. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General – Structure of the Transactions.

 

Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Parent Class A Ordinary Share, except that holders of public shares will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s M&A, (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will remain outstanding and will automatically be adjusted to become an HL Parent Warrant. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General – The Merger: Consideration to HL Securityholders”.

 

Upon consummation of the Share Exchange, the Fusion Fuel Shareholders holding ordinary shares of Fusion Fuel will receive their pro rata portion (in respect of their ordinary shares) of an aggregate of 2,125,000 Parent Class B Ordinary Shares and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares. The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion (in respect of their Class A shares) of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under such agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — General – The Share Exchange: Consideration to Fusion Fuel Shareholders”.

 

The Sponsors and, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into the Sponsor Agreement, pursuant to which such parties will forfeit an aggregate of 125,000 HL ordinary shares and 125,000 warrants of HL upon the consummation of the Transactions. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements – Sponsor Agreement”.

 

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EBC, the representative of the underwriters in HL’s initial public offering, on behalf of itself and the other holders of Unit Purchase Options, shall enter into the UPO Exchange Agreement, pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements – UPO Exchange Agreement”.

 

Prior to the closing, Parent will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) with the HL initial shareholders, Fusion Fuel Shareholders, and Parent directors, which amends and restates HL’s existing registration rights agreement to provide that (i) the Fusion Fuel Shareholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of 1933, as amended (“Securities Act”), of the Parent Class A Ordinary Shares held by the Fusion Fuel Shareholders (including the Parent Class A Ordinary Shares issuable upon the conversion of Parent Class B Ordinary Shares issued to the Fusion Fuel Shareholders), and the warrants to purchase Parent Class A Ordinary Shares and Parent Class A Ordinary Shares underlying such warrants to be held by the Fusion Fuel Shareholders, and any Parent Class A Ordinary Shares and warrants which may be issued as contingent consideration (as well as the Parent Class A Ordinary Shares underlying such warrants issued as contingent consideration) and (ii) the Parent securities held by the HL initial shareholders will have the same registration rights that they currently have.  See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements – Registration Rights Agreement”.

 

The Business Combination Agreement provides for mutual indemnification by HL and the Fusion Fuel Shareholders for breaches of their respective representations, warranties, and covenants. Claims for indemnification may be asserted once damages exceed a €750,000 threshold and will be reimbursable to the full extent of the damages in excess of such threshold. Claims for indemnification must be brought before the tenth business day after Parent files its annual report for the fiscal year ending December 31, 2021. To provide a source of funds for the Fusion Fuel Shareholders’ indemnification of HL, 212,500 of the Parent Class B Ordinary Shares to be issued by Parent in the Share Exchange (the “Escrow Shares”) will be deposited into escrow with Continental Stock Transfer & Trust Company acting as escrow agent. To provide a source of funds for HL’s indemnification of Fusion Fuel, Parent will reserve for issuance to the Fusion Fuel Shareholders an additional 212,500 Parent Class A Ordinary Shares (the “Indemnification Pool”). See the section of this proxy statement/prospectus titled “The Business Combination Proposals – Indemnification”.

 

In addition to voting on a proposal to adopt the Business Combination Agreement and approve the Transactions contemplated thereby as described in this proxy statement/prospectus (the “business combination proposals”), the shareholders of HL will also vote on proposals to elect seven (7) directors to the board of directors of Parent (the “director proposal”), approve various material differences between HL’s M&A and Parent’s M&A to be effective upon the consummation of the Transactions (the “charter proposals”), approve the PIPE Investments (the “PIPE proposal”), and, if necessary, an adjournment of the annual general meeting if HL is unable to consummate the Transactions for any reason (the “adjournment proposal”). See the sections of this proxy statement/prospectus titled “The Director Proposal,” “The Charter Proposals,” “The PIPE Proposal” and “The Adjournment Proposal.”

 

Upon completion of the Transactions, assuming their election by the shareholders of HL, the directors of Parent will be Jeffrey Schwarz, Frederico Figueira de Chaves, João Teixeira Wahnon, Jaime Silva, António Augusto Gutierrez Sá da Costa, Rune Magnus Lundetrae, and Alla Jezmir. The executive officers of Parent will be Frederico Figueira de Chaves as the chief financial officer, Jaime Silva as the chief technology officer, and João Teixeira Wahnon as the chief of business development. See the section of this proxy statement/prospectus titled “The Director Proposal.”

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

Q. Why am I receiving this proxy statement/prospectus?   A.

HL and Fusion Fuel have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and HL encourages its shareholders to read it in its entirety. We refer to the business combination contemplated by the Business Combination Agreement as the “Transactions.”

 

HL’s shareholders are being asked to consider and vote upon a series of proposals to adopt the Business Combination Agreement, which, among other things, provides for (i) the Merger, whereby Merger Sub will merge with and into HL, with HL being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company and (ii) the Share Exchange, whereby Parent will purchase from the Fusion Fuel Shareholders all of the issued and outstanding shares of Fusion Fuel. Immediately after the Transactions, each of HL and Fusion Fuel will be wholly-owned subsidiaries of Parent.

         
       

In addition to voting on the Transactions, the shareholders of HL will also consider and vote on the following matters:

 

●     a proposal to elect seven (7) directors to the board of directors of Parent to serve until their successors are duly elected and qualified. See the section of this proxy statement/prospectus titled “The Director Proposal.

 

●     to approve the following material differences between HL’s M&A and Parent’s M&A to be effective upon the consummation of the business combination: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains. See the section of this proxy statement/prospectus titled “The Charter Proposals.

 

●     to consider and vote upon a proposal to approve a series of subscription agreements with the PIPE Investors for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements, which will close simultaneously with the consummation of the Transactions. See the section of this proxy statement/prospectus titled “The PIPE Proposal.”

 

●     to consider and vote upon a proposal to adjourn the annual general meeting to a later date or dates, if necessary, if HL is not able to consummate the Transactions for any reason. See the section of this proxy statement/prospectus titled “The Adjournment Proposal.

         
        The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Q. Why is HL proposing the business combination?   A.

HL was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

 

On July 2, 2018, HL completed its initial public offering of 5,500,000 units, including 500,000 units which were subject to the over-allotment option granted to the underwriters, with each unit consisting of one ordinary share, one right exchangeable for one-tenth (1/10) of one ordinary share upon the consummation of HL’s initial business combination, and one warrant to purchase one HL ordinary share at a price of $11.50 per share upon the completion of HL’s initial business combination. Simultaneously with the closing of the initial public offering and the over-allotment option, HL consummated the private placement of an aggregate of 2,375,000 warrants. $55 million of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the warrants in the private placement, was placed in a trust account for the benefit of the purchasers of the units in HL’s initial public offering. Since the completion of the initial public offering, HL’s activity has been limited to the evaluation of business combination candidates.

 

Like most blank check companies, HL’s M&A provided for the return of the proceeds of HL’s initial public offering held in the trust account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in HL’s case, originally January 2, 2020). HL was not able to consummate an initial business combination by such date and on January 2, 2020, HL’s shareholders approved an amendment to the M&A and an extension of time to consummate an initial business combination to March 2, 2020. On March 2, 2020, HL’s shareholders approved a further extension of time to consummate an initial business combination to July 2, 2020.

 

On July 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from July 2, 2020 to October 2, 2020.

 

On October 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from October 2, 2020 to January 2, 2021. Notwithstanding shareholder approval of such extension, HL intends to consummate the Transactions as soon as practicable and will not use the full amount of time through January 2, 2021 to consummate the Transactions unless necessary.

 

Fusion Fuel focuses on “green” hydrogen production through the use of concentrated photovoltaic systems. Fusion Fuel’s two principal lines of business include the sale, installation, operation, and maintenance of “green” hydrogen generators for clients and the development of “green” hydrogen plants with a view toward the sale of “green” hydrogen at pre-determined prices through purchase agreements.

         
        Based on its due diligence investigations of Fusion Fuel, including the financial and other information provided by Fusion Fuel in the course of their negotiations, HL believes that a business combination with Fusion Fuel will provide several significant benefits to both HL and Fusion Fuel. However, there is no assurance of this. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — HL’s Board of Directors’ Reasons for Approval of the Transactions.”

 

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Q. I am an HL warrantholder.
Why am I receiving this proxy statement/prospectus?
  A. As a holder of HL warrants, upon consummation of the Transactions, you will be entitled to purchase one Parent Class A Ordinary Share in lieu of one ordinary share of HL at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Parent and the business of Parent and Fusion Fuel following consummation of the Transactions. Since holders of HL warrants may exercise these warrants and become holders of Parent Class A Ordinary Shares after the consummation of the Transactions, we urge you to read the information contained in this proxy statement/prospectus carefully.

 

Q. I am an HL rightholder.
Why am I receiving this proxy statement/prospectus?
  A. Each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share upon consummation of the Merger. This proxy statement/prospectus includes important information about Parent and the business of Parent and Fusion Fuel following consummation of the Transactions. Since holders of HL rights will become holders of Parent Class A Ordinary Shares after the consummation of the Transactions, we urge you to read the information contained in this proxy statement/prospectus carefully.

 

Q. I am an HL shareholder.
Do I have conversion rights?
  A.

If you are a holder of public shares, you have the right to demand that HL convert such shares into cash notwithstanding whether you vote for or against the business combination proposals or do not vote at all or whether you are a shareholder of record on the record date. We sometimes refer to these rights to demand conversion of the public shares into a pro rata portion of the cash held in HL’s trust account as “conversion rights.”

 

Under HL’s M&A, the Transactions may only be consummated if HL has at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. If the PIPE Investment closes, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met.

 

Q. How do I exercise my conversion rights as an HL shareholder?   A.

If you are a holder of public shares and wish to exercise your conversion rights, you must demand that HL convert your shares to cash no later than two business days prior to the close of the vote on the business combination proposals and deliver your shares to HL’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System no later than two business days prior to the vote at the meeting. Any holder of public shares will be entitled to demand that his shares be converted for a full pro rata portion of the amount then in the trust account (which was approximately $53.84 million, or approximately $10.57 per share, as of November 4, 2020, the record date), regardless of whether such holder votes in connection with the business combination proposals or is a holder of record on the record date. Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly after consummation of the Transactions.

 

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Any request for conversion, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposals at the annual general meeting. If you deliver your shares for conversion to HL’s transfer agent and later decide prior to the annual general meeting not to elect conversion, you may request that HL’s transfer agent return the shares (physically or electronically). You may make such request by contacting HL’s transfer agent at the address listed at the end of this section.

 

If a holder of public shares properly demands conversion as described above, then, if the Transactions are consummated, HL will convert these shares into a pro rata portion of funds deposited in the trust account. If you exercise your conversion rights, then you will be exchanging your ordinary shares of HL for cash and will not be entitled to Parent Class A Ordinary Shares upon consummation of the Transactions.

 

If you are a holder of public shares and you exercise your conversion rights, it will not result in the loss of any HL warrants or HL rights that you may hold.

 

Q. What happens to the funds deposited in the trust account after consummation of the Transactions?   A. After consummation of the Transactions, the funds then held in the trust account will be released and used to pay holders of the public shares who exercise conversion rights, to repay loans made to HL by HL’s officers, directors, Sponsors, and others, to pay fees and expenses incurred in connection with the business combination (including fees of an aggregate of approximately $2.2 million to EBC and its designees), and for working capital and general corporate purposes of the Fusion Fuel business.

 

Q. What happens if a substantial number of public shareholders vote in favor of the business combination proposals and exercise their conversion rights?   A.

HL’s public shareholders may vote in favor of the business combination and still exercise their conversion rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of conversions by public shareholders. With fewer public shares and public shareholders, the trading market for the Parent Class A Ordinary Shares may be less liquid than the market for HL’s ordinary shares was prior to the Transactions and Parent may not be able to meet the listing standards for Nasdaq. If Parent’s securities are not listed on Nasdaq or another recognized stock exchange in the United States of America or Canada and certain other conditions are not met, the PIPE Investment will not close and Irish stamp duty may be chargeable on transfers of Parent’s securities. In addition, with fewer funds available from the trust account, the working capital infusion from the trust account into Fusion Fuel’s business will be reduced. See “Risk Factors” for more details.

 

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Q. What happens if the Transactions are not consummated?   A. If HL does not complete the Transactions with Fusion Fuel or consummate another business combination by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A), it will trigger HL’s automatic winding up, dissolution and liquidation pursuant to the terms of its M&A. There is no limit on the number of extensions of time to complete a business combination that HL may take (although Fusion Fuel would have the right to terminate the Business Combination Agreement if the Transactions are not consummated on or before January 2, 2021).
         
Q. Do I have dissenter’s rights if I object to the proposed Transactions?    A. HL shareholders who do not exercise their conversion rights and who do not consent to the approval of the Merger may, under certain conditions, become entitled to be paid the “fair value” of their shares in cash, as determined by an appraisal process as set out in the BVI Companies Act, in lieu of the consideration set forth in the Business Combination Agreement. HL shareholders’ who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

 

Q. When do you expect the Transactions to be completed?   A. It is currently anticipated that the Transactions will be consummated promptly following the completion of the annual general meeting of shareholders, which is scheduled for December 4, 2020, and any postponements or adjournments thereof. For a description of the conditions for the completion of the Transactions, see the section of this proxy statement/prospectus titled “The Business Combination Agreement — Conditions to Closing.”
         
Q. Why is HL proposing the PIPE proposal?   A. HL is seeking shareholder approval of the PIPE proposal in order to comply with Nasdaq Listing Rule 5635(a), which requires shareholder approval of the issuance of ordinary shares or shares convertible into or exercisable for ordinary shares in certain issuances undertaken in connection with the acquisition of the stock or assets of another company that result in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance, and Rule 5635(d), which requires shareholder approval for a transaction other than a public offering involving the sale, issuance, or potential issuance of ordinary shares or shares convertible into or exercisable for ordinary shares at a price that is less than the lower of the official closing price as reflected on Nasdaq.com immediately before the signing of the binding agreement or the average official closing price for the five trading days before the signing of the binding agreement, that results in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance. See the section of this proxy statement/prospectus titled “The PIPE Proposal” for more information.
         
Q. What do I need to do now?   A. HL urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Transactions will affect you as a shareholder of HL. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy cards.

 

Q. How do I vote?   A. If you are a holder of record of HL ordinary shares on the record date, you may vote in person at the annual general meeting or by submitting a proxy for the annual general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

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Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?   A.

Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

 

Each of the business combination proposals, director proposal, charter proposals, and PIPE proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

 

The adjournment proposal is considered a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to the adjournment proposal without receiving voting instructions.

         
Q. May I change my vote after I have mailed my signed proxy card or given instructions to my broker, bank or other nominee?   A. Yes. Shareholders of record may send a later-dated, signed proxy card to HL’s secretary at the address set forth below so that it is received prior to the vote at the annual general meeting or attend the annual general meeting in person and vote. Shareholders of record also may revoke their proxy by sending a notice of revocation to HL’s secretary, which must be received by HL’s secretary prior to the vote at the annual general meeting. Shareholders who hold their shares in “street name” must follow the instructions provided by their broker, bank or other nominee in order to change or revoke their voting instructions.
         
Q. How do I attend the annual general meeting in person?   A.

In-person attendance at the annual general meeting is limited due to the coronavirus pandemic and mandated social distancing protocols in New York City. If you would like to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. Reservations will be accepted in the order in which they are received.

 

For security reasons, be prepared to show a form of government-issued photo identification upon arrival. If you do not reserve your attendance in advance, you will be admitted only if space is available and you provide photo identification and satisfactory evidence that you were a shareholder as of the record date. Additionally, in accordance with federal and local guidelines, we require all persons attending the annual general meeting to wear face masks. Social distancing and city and state requirements concerning occupancy will be enforced.

         
Q. What happens if I fail to take any action with respect to the meeting?   A. If you are a shareholder and you fail to take any action with respect to the annual general meeting and the Transactions are approved by shareholders and consummated, you will become a shareholder of Parent. If you fail to take any action with respect to the annual general meeting and the Transactions are not approved, you will continue to be a shareholder of HL.
         
Q. What should I do with my share, right, and warrant certificates?   A. HL shareholders, rights holders, and warrantholders should not submit their certificates now, unless you are a shareholder exercising your conversion rights. After the consummation of the Transactions, Parent will send instructions to HL shareholders, rights holders and warrantholders regarding the exchange of their securities for securities of Parent.
         
Q. What should I do if I receive more than one set of voting materials?   A. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus. For example, if you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in more than one brokerage account, you will receive voting materials for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card you receive and provide instructions on how to vote your shares with respect to each brokerage account for which you receive proxy materials, in order to be sure you cast a vote with respect to all of your ordinary shares.

 

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Q. What should I do if I receive more than one set of voting materials?   A. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus. For example, if you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in more than one brokerage account, you will receive voting materials for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card you receive and provide instructions on how to vote your shares with respect to each brokerage account for which you receive proxy materials, in order to be sure you cast a vote with respect to all of your ordinary shares.
         
Q. Who can help answer my questions?   A. If you have questions about the Transactions or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
         
       

HL Acquisitions Corp.

499 Park Avenue, 12th Floor

New York, NY 10022

Attn: Jeffrey Schwarz

Tel: (212) 486-8100

 

or:

 

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Attn: Karen Smith

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: ksmith@advantageproxy.com

  

       

You may also obtain additional information about HL from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus titled “Where You Can Find More Information.”

 

If you are a holder of public shares and you intend to seek conversion of your shares, you will need to deliver your shares (either physically or electronically) to HL’s transfer agent at the address below at least two business days prior to the vote at the annual general meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the annual general meeting of shareholders, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Transactions that will be undertaken. It is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Agreement.”

 

The Parties

 

HL

 

HL is a blank check company formed in the British Virgin Islands on February 23, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

 

On July 2, 2018, HL completed its initial public offering of 5,500,000 units, including 500,000 units which were subject to the over-allotment option granted to the underwriters, with each unit consisting of one ordinary share, one right exchangeable for one-tenth (1/10) of one ordinary share upon the consummation of HL’s initial business combination, and one warrant to purchase one HL ordinary share at a price of $11.50 per share upon the completion of HL’s initial business combination. Simultaneously with the closing of the initial public offering and the over-allotment option, HL consummated the private placement of an aggregate of 2,375,000 warrants. $55 million of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the warrants in the private placement, was placed in a trust account for the benefit of the purchasers of the units in HL’s initial public offering. Since the completion of the initial public offering, HL’s activity has been limited to the evaluation of business combination candidates.

 

On January 2, 2020, HL’s shareholders approved an amendment to the M&A and extended the period of time for which HL is required to consummate a Business Combination to March 2, 2020. The number of ordinary shares presented for conversion in connection with the extension was 275,984. HL paid cash in the aggregate amount of $2,851,457, or approximately $10.33 per share, to converting shareholders. On January 2, 2020, HL deposited an aggregate of $156,720 into the trust account for the first thirty-day extension period. On January 29, 2020 HL deposited an aggregate of an additional $156,720 into the trust account for the second thirty-day extension period. After the second deposit, HL had an aggregate of $54.4 million in its trust account, or approximately $10.41 per public share.

 

On March 2, 2020, HL’s shareholders approved an extension to the period of time for which HL is required to consummate a Business Combination to July 2, 2020. The number of ordinary shares presented for conversion in connection with such extension was 126,000. HL paid cash in the aggregate amount of approximately $1.3 million, or approximately $10.42 per share, to converting shareholders. On each of March 2, April 2, May 2, and June 2, 2020, HL deposited into the trust account $0.03 per share that was not converted in connection with the extension, for an aggregate of $611,762. After such deposits, HL had an aggregate of approximately $53.85 million in its trust account, or approximately $10.55 per public share.

 

On July 2, 2020, HL’s shareholders approved a further extension to the period of time for which HL is required to consummate its initial business combination to October 2, 2020. The number of ordinary shares presented for conversion in connection with the second extension amendment was 500. HL paid cash in the aggregate amount of $5,282, or approximately $10.56 per share, to converting shareholders. After such withdrawal, HL had an aggregate of approximately $53.85 million in its trust account, or approximately $10.56 per public share.

 

On October 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from October 2, 2020 to January 2, 2021. The number of ordinary shares presented for conversion in connection with the second extension amendment was 2,395. HL paid cash in the aggregate amount of approximately $25,309, or approximately $10.57 per share, to converting shareholders. After such withdrawal, HL had an aggregate of approximately $53.84 million in its trust account, or approximately $10.57 per public share. Notwithstanding shareholder approval of the extension of time, HL intends to consummate the Transactions as soon as practicable and will not use the full amount of time through January 2, 2021 to consummate the Transactions unless necessary.

 

HL’s units, ordinary shares, rights and warrants are listed on Nasdaq under the symbols HCCHU, HCCH, HCCHR, and HCCHW, respectively.

 

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HL’s principal executive office is located at 499 Park Avenue, 12th Floor, New York, NY 10022 and its telephone number is (212) 486-8100. After the consummation of the Transactions, HL will become a wholly owned subsidiary of Parent.

 

Fusion Fuel

 

Fusion Fuel focuses on “green” hydrogen production through the use of concentrated photovoltaic systems. Fusion Fuel’s two principal lines of business include the sale, installation, operation, and maintenance of “green” hydrogen generators for clients and the development of “green” hydrogen plants with a view toward the sale of “green” hydrogen at pre-determined prices through purchase agreements.

 

Fusion Fuel is a public limited company domiciled in Portugal, sociedade anónima, and was formed on July 25, 2018. Fusion Fuel’s principal executive office is located at Ex-Siemens Facilities, Rua da Fábrica, S/N, Sabugo, 2715-376, Almargem do Bispo, Portugal. Fusion Fuel’s telephone number is +351 215 818 802. After the consummation of the Transactions, Fusion Fuel will become a wholly owned subsidiary of Parent.

 

Parent

 

Parent will serve as a holding company for Fusion Fuel and HL after consummation of the Transactions. Parent’s current sole shareholder is Frederico Figueira de Chaves.

 

Parent was formed on April 3, 2020 as a private limited company under the name Dolya Holdco 3 Limited, incorporated in Ireland. On July 14, 2020, Parent effected a change of name to Fusion Fuel Green Limited. On October 2, 2020, Parent converted into a public limited company incorporated in Ireland under the name “Fusion Fuel Green PLC”. Parent’s principal executive office is located at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland. Parent’s telephone number is +353 1 920 1000. After the consummation of the Transactions, Parent will become the continuing public company.

 

Merger Sub

 

Merger Sub was formed solely as a vehicle for consummating the Merger, and is a wholly owned subsidiary of Parent.

 

Merger Sub, a British Virgin Islands business company, was formed on June 5, 2020. Merger Sub’s principal executive office is located at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands. Merger Sub’s telephone number is +1 284 852 3000. After the consummation of the Transactions, it will cease to exist.

 

Emerging Growth Company

 

Each of HL and Parent is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). As an emerging growth company, each of HL and Parent is eligible, and has elected, to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer in Parent’s case).

 

Parent could remain an emerging growth company until the last day of Parent’s fiscal year following the fifth anniversary of HL’s initial public offering. However, if Parent’s annual gross revenue is $1.07 billion or more, if its non-convertible debt issued within a three year period exceeds $1 billion or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Parent would cease to be an emerging growth company as of the following fiscal year.

 

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Foreign Private Issuer

 

Parent will be a “foreign private issuer” as defined under the Exchange Act. As a foreign private issuer under the Exchange Act, Parent will be exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, Parent will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act, and Parent will not be required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, Parent’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Parent Ordinary Shares.

 

As a foreign private issuer, Parent will also be permitted to follow certain home country corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers. In order to rely on this exception, Parent is required to disclose each Nasdaq rule that it does not intend to follow and describe the home country practice that Parent will follow in lieu thereof. Parent does not currently intend to follow any Irish corporate governance practices in lieu of Nasdaq corporate governance rules.

 

The Business Combination Proposals

 

The Business Combination Agreement provides for (i) the Merger, pursuant to which Merger Sub will merge with and into HL, with HL being the surviving entity of the Merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company, and (ii) immediately after the consummation of the Merger, the Share Exchange will occur, pursuant to which Parent will purchase from the Fusion Fuel Shareholders all of the issued and outstanding shares of Fusion Fuel.

 

Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Parent Class A Ordinary Share, except that holders of HL ordinary shares sold in HL’s initial public offering will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s M&A, (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will automatically be adjusted to become an HL Parent Warrant and will entitle the holder to purchase one Parent Class A Ordinary Share at a price of $11.50 per share.

 

Upon consummation of the Share Exchange, the Fusion Fuel Shareholders holding ordinary shares will receive their pro rata portion (in respect of their ordinary shares) of an aggregate of 2,125,000 Parent Class B Ordinary Shares and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares. The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion (in respect of their Class A shares) of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under the agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. See the section of this proxy statement/prospectus titled “The Business Combination Proposals – General – The Share Exchange: Consideration to Fusion Fuel Shareholders”.

 

The Sponsors and, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into the Sponsor Agreement, pursuant to which they will forfeit an aggregate of 125,000 HL ordinary shares and 125,000 warrants of HL upon the consummation of the Transactions.

 

EBC, the representative of the underwriters in HL’s initial public offering, on behalf of itself and the other holders of Unit Purchase Options, shall enter into the UPO Exchange Agreement, pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing.

 

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As a result of the Transactions, Fusion Fuel and HL will become wholly-owned subsidiaries of Parent and the securityholders of Fusion Fuel and HL (to the extent that they elect not to convert their public shares into cash) will become the securityholders of Parent. Parent will adopt a dual class structure for its ordinary shares – the Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will each receive one vote per share, but the Parent Class B Ordinary Shares will enjoy certain protective provisions, which are explained more fully elsewhere in this proxy statement/prospectus. We estimate that, as a result of the Transactions, and (i) assuming that no HL shareholders elect to convert their public shares into cash in connection with the Transactions as permitted by HL’s M&A, (ii) after giving effect to the forfeiture of an aggregate of 125,000 HL ordinary shares pursuant to the Sponsor Agreement, (iii) after giving effect to exchange of the Unit Purchase Options for 50,000 HL ordinary shares pursuant to the UPO Exchange Agreement, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing, (iv) after giving effect to the 2,450,000 Parent Class A Ordinary Shares to be issued in the PIPE Investment, and (v) without taking into effect any Parent Class A Ordinary Shares issuable upon the exercise of HL Parent Warrants or warrants to purchase Parent Class A Ordinary Shares issued to the Fusion Fuel Shareholders in the Transactions, any Parent Class A Ordinary Shares or warrants which may be issued to the Fusion Fuel Shareholders as contingent consideration or any Parent Class A Ordinary Shares issuable upon the exercise of such warrants issuable as contingent consideration, or any securities which may be issued in any other financing, the current shareholders of HL will own approximately 60.6% of the voting power of the Parent Ordinary Shares outstanding, the Fusion Fuel Shareholders will own approximately 18.3% of the voting power of the Parent Ordinary Shares outstanding, and the PIPE Investors will hold approximately 21.1% of the voting power of the Parent Ordinary Shares outstanding. If all of the HL public shares are converted into cash, such percentages will be approximately 29.8%, 32.6%, and 37.6%, respectively.

 

The Business Combination Agreement provides for mutual indemnification by HL and the Fusion Fuel Shareholders for breaches of their respective representations, warranties, and covenants. Claims for indemnification may be asserted once damages exceed a €750,000 threshold and will be reimbursable to the full extent of the damages in excess of such threshold. Claims for indemnification must be brought before the tenth business day after Parent files its annual report for the fiscal year ending December 31, 2021. To provide a source of funds for the Fusion Fuel Shareholders’ indemnification of HL, 212,500 Escrow Shares will be deposited into escrow with Continental Stock Transfer & Trust Company acting as escrow agent. To provide a source of funds for HL’s indemnification of Fusion Fuel, Parent will reserve the Indemnification Pool for potential issuance to the Fusion Fuel Shareholders.

 

HL and Fusion Fuel plan to complete the Transactions promptly after the HL annual general meeting, provided that:

 

  HL’s shareholders have approved the business combination proposals, director proposal, and charter proposals;
     
  Parent shall have entered into a composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with The Depository Trust Company with respect to the Parent Class A Ordinary Shares, HL Parent Warrants, and warrants to purchase Parent Class A Ordinary Shares issuable to the Fusion Fuel Shareholders, as applicable;
     
  Parent has entered into subscription agreements with accredited investors for the private placement of no less than 2,450,000 Parent Class A Ordinary Shares, which subscription agreements require such investors to deposit the purchase price for the Parent Class A Ordinary Shares into an escrow account with DNB Bank ASA within 3 business days of the establishment of such escrow account, and close simultaneously with or immediately after a Closing and only allow for the return of escrowed funds to investors in the event that (i) HL does not receive shareholder approval to the PIPE Investment, (ii) HL, Parent and Fusion Fuel do not consummate the Transactions, or (iii) the Parent Class A Ordinary Shares are not listed on Nasdaq (“PIPE Closing Condition”). As of August 25, 2020, an aggregate of $25,112,500 of gross proceeds from the PIPE Investment was placed into escrow pending the closing of the Transactions;
     
  HL has net tangible assets of at least $5,000,001 immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. HL shareholders should note that if the PIPE Closing Condition is met, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met;

 

  Parent has received confirmation from Nasdaq that it meets all of the requirements for listing of the Parent Class A Ordinary Shares on such exchange, subject to official notice thereof;

 

  the execution and delivery of the escrow agreement with respect to the Escrow Shares, the Registration Rights Agreement, and the other ancillary agreements and documents (including, without limitation, Parent’s M&A) required by the Business Combination Agreement; and

 

  the other conditions specified in the Business Combination Agreement have been satisfied or waived.

 

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After consideration of the factors identified and discussed in the section of this proxy statement/prospectus titled “The Business Combination Proposals — HL’s Board of Directors’ Reasons for Approval of the Transactions,” HL’s board of directors concluded that the Transactions are in the best interests of the HL shareholders.

 

If the business combination proposals are not approved by HL’s shareholders at the annual general meeting, the director proposal, charter proposals, and PIPE proposal will not be presented at the annual general meeting for a vote of shareholders.

 

Valuation of Fusion Fuel’s Business

 

Webber Research and Advisory LLC (“Webber Research”) provided to the HL board of directors a valuation of the business of Fusion Fuel, concluding that Fusion Fuel had a fair market value equal to at least 80% of the balance in HL’s trust account. HL sought out Webber Research because of the firm’s expertise within the energy infrastructure sector.

 

The valuation was prepared for and addressed to HL’s board of directors for the use and benefit of the members of the board of directors (in their capacities as such) in connection with the board’s evaluation of the business combination. Neither Webber Research’s valuation nor the summary set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any shareholder as to how such shareholder should act or vote with respect to any matter relating to the Transactions or otherwise. Webber Research’s valuation was just one of the several factors the board of directors considered in making its determination to recommend the Transactions, including those described elsewhere in this proxy statement/proxy statement.

 

The Director Proposal

 

The shareholders of HL will vote on a proposal to elect seven (7) directors to Parent’s board of directors until their successors are duly elected and qualified. If management’s nominees are elected, the directors of Parent will be Jeffrey Schwarz, Frederico Figueira de Chaves, João Teixeira Wahnon, Jaime Silva, António Augusto Gutierrez Sá da Costa, Rune Magnus Lundetrae, and Alla Jezmir. The executive officers of Parent will be Frederico Figueira de Chaves as the chief financial officer, Jaime Silva as the chief technology officer, and João Teixeira Wahnon as the chief of business development.

 

The Charter Proposals

 

The shareholders of HL will vote on separate proposals to approve the following material differences between Parent’s M&A and HL’s current M&A: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains. Parent’s M&A to be in effect upon consummation of the Transactions is attached as Annex B to this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “The Charter Proposals.”

 

The PIPE Proposal

 

The shareholders of HL will vote upon a proposal to approve a series of subscription agreements with the PIPE Investors for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements which will close simultaneously with the consummation of the Transactions. See the section of this proxy statement/prospectus titled “The PIPE Proposal.”

 

The Adjournment Proposal

 

If HL is unable to consummate the Transactions at the time of the annual general meeting for any reason, the Chairman presiding over the annual general meeting may submit a proposal to adjourn the annual general meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “The Adjournment Proposal.”

 

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HL Initial Shareholders

 

As of November 4, 2020, the record date for the annual general meeting of shareholders, HL’s initial shareholders beneficially owned and were entitled to vote an aggregate of 1,375,000 initial shares. The initial shares currently constitute approximately 20.96% of the outstanding HL ordinary shares. In connection with the initial public offering, each HL initial shareholder, officer, and director, agreed to vote the initial shares, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. Accordingly, we would need approval from the holders of 1,904,179 shares, or approximately 29.03% of the outstanding HL ordinary shares to approve the business combination proposals.

 

In connection with the initial public offering, each HL initial shareholder, officer, and director, agreed to vote the initial shares, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. The HL initial shareholders, officers, and directors have also indicated that they intend to vote their ordinary shares of HL in favor of all other proposals being presented by HL management at the meeting. The initial shares have no conversion rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by HL. In connection with the initial public offering, the initial shareholders entered into an escrow agreement pursuant to which their initial shares of HL are held in escrow and may not be transferred (subject to limited exceptions) until, (i) with respect to 50% of the shares, the earlier of one year after the date of the consummation of HL’s initial business combination and the date on which the closing price of HL’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after HL’s initial business combination, and (ii) with respect to the other 50% of the shares, one year after the consummation of HL’s initial business combination, or earlier, in either case, if, subsequent to such initial business combination, HL consummates a liquidation, merger, share exchange or other similar transaction which results in all of HL’s shareholders having the right to exchange their shares for cash, securities or other property. The Parent Class A Ordinary Shares the initial shareholders will receive upon consummation of the Transactions will be placed in escrow with the same terms as described above.

 

Date, Time and Place of Annual General Meeting of HL’s Shareholders

 

The annual general meeting of the shareholders of HL will be held at 10:00 a.m., local time, on December 4, 2020, at the offices of Graubard Miller, HL’s U.S. counsel, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY 10174, or such other date, time and place to which such meeting may be adjourned or postponed. If you wish to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. See “Questions and Answers about the Proposals – How do I attend the annual general meeting in person?” for more information.

 

Voting Power; Record Date

 

HL has fixed the close of business on November 4, 2020 as the “record date” for determining HL shareholders entitled to notice of and to attend and vote at the annual general meeting. As of the close of business on the record date, there were 6,558,356 HL ordinary shares outstanding and entitled to vote. Each HL ordinary share is entitled to one vote per share at the annual general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

Quorum and Vote Required

 

A quorum of HL shareholders is necessary to hold a valid meeting of shareholders. The presence in person or by proxy of the holders of at least fifty percent (50%) of the shares entitled to vote constitutes a quorum.

 

Each of the proposals presented at the annual general meeting requires approval by a simple majority of shareholders, which is defined in HL’s M&A as a majority of those entitled to vote on the resolution and actually voting on the resolution (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

 

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Conversion Rights

 

Pursuant to HL’s M&A, a holder of public shares may demand that HL convert such shares into cash if the Transactions are consummated. HL is allowing all holders of public shares to exercise conversion rights regardless of whether such holders vote in favor or against the Transactions or do not vote at all or are not holders of record on the record date. Holders of public shares will be entitled to receive cash for these shares if they demand that HL convert their shares into cash no later than two business days prior to the close of the vote on the business combination proposals and deliver their shares to HL’s transfer agent no later than two business days prior to the vote at the meeting. If the Transactions are not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion, HL will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Transactions. As of November 4, 2020, the record date, this would amount to approximately $10.57 per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its ordinary shares of HL for cash and will no longer own the shares. See the section of this proxy statement/prospectus titled “Annual General Meeting of HL Shareholders — Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

  

The Transactions will only be consummated if HL has net tangible assets of at least $5,000,001 immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. HL shareholders should note that if the PIPE Closing Condition is met, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met.

 

Holders of HL warrants and rights will not have conversion rights with respect to such securities.

 

Dissenter’s Rights

 

HL shareholders who do not exercise their conversion rights and who do not consent to the approval of the Merger may, under certain conditions, become entitled to be paid the “fair value” of their shares in cash, as determined by an appraisal process as set out in the BVI Companies Act, in lieu of the consideration set forth in the Business Combination Agreement. HL shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel. See the section of this proxy statement/prospectus titled “Annual General Meeting of HL Shareholders—Dissenter’s Rights” for more information.

 

Proxy Solicitation

 

HL is soliciting proxies on behalf of its board of directors. HL will bear all of the costs of the solicitation. Proxies may be solicited by mail, telephone or in person. HL has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies and will pay that firm a $5,500 fee plus disbursements for such services at the closing of the proposed business combination.

 

If you grant a proxy, you may still vote your HL ordinary shares in person at the annual general meeting. You may also change your vote by submitting a later-dated proxy or by revoking your proxy as described in the sections of this proxy statement/prospectus titled “Annual General Meeting of HL Shareholders — Revoking Your Proxy”.

 

Interests of HL’s Directors, Officers, and Others in the Transactions

 

When you consider the recommendation of HL’s board of directors in favor of approval of the proposals included in this proxy statement/prospectus, you should keep in mind that certain of HL’s directors and executive officers have interests in such proposal that are different from, or in addition to, your interests as an HL shareholder. These interests include, among other things:

 

  If the business combination with Fusion Fuel or another business combination is not consummated by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A), HL will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the HL ordinary shares held by the initial shareholders, including HL’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to HL’s initial public offering, would be worthless because the initial shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $14,987,500 based upon the closing price of $10.90 per share on Nasdaq on the record date.

 

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  Certain of HL’s initial shareholders, including its directors and officers and their affiliates, purchased an aggregate of 2,375,000 warrants in a private placement from HL for an aggregate purchase price of $2,375,000 (or $1.00 per private warrant). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds HL received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $3,847,500 based upon the closing price of $1.62 per warrant on Nasdaq on the record date. The private warrants will become worthless if HL does not consummate a business combination by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A).

 

  It is contemplated that Jeffrey Schwarz, HL’s Chief Executive Officer and Chairman of the Board, and Rune Magnus Lundetrae, a director of HL, will be directors of Parent after the closing of the Transactions. As a result, Messrs. Schwarz and Lundetrae may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its directors.

 

  Since HL’s inception, HL’s officers, directors, Sponsors, and their affiliates have made loans from time to time to HL to fund certain capital requirements. The working capital loans will be repaid upon closing of the Transactions. If the Transactions are not consummated and HL does not consummate another business combination within the required time period, the loans will not be repaid and will be forgiven unless HL has funds outside of the trust account then available to it to repay such notes. As of the record date, an aggregate of approximately $2,126,220 principal amount of loans from HL’s officers, directors, Sponsors, and their affiliates is outstanding.

 

  If HL is unable to complete a business combination within the required time period, MCP V – Bushwick, an affiliate of Jeffrey Schwarz, will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HL for services rendered or contracted for or products sold to HL, but only if such a vendor or target business has not executed such a waiver.

 

  If HL is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, MCP V – Bushwick has agreed to advance the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

 

In addition to the loans to HL made by its officers, directors, and affiliates, Key Family Holding Investimentos e Consultoria de Gestão Lda., a shareholder of Fusion Fuel, made loans to HL in an aggregate principal amount of approximately $50,000, to fund HL’s requirements. The working capital loans will be repaid upon closing of the Transactions. If the Transactions are not consummated and HL does not consummate another business combination within the required time period, the loan from Key Family Holding will not be repaid and will be forgiven unless HL has funds outside of the trust account then available to it to repay such notes.

 

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At any time prior to the annual general meeting, during a period when they are not then aware of any material nonpublic information regarding HL or its securities, HL, the initial shareholders, Fusion Fuel, the Fusion Fuel Shareholders and/or their respective affiliates may purchase HL ordinary shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of HL or vote their HL ordinary shares in favor of the business combination proposals. The purpose of ordinary share purchases and other transactions would be to increase the likelihood of approval of the business combination proposals by the holders of a majority of the HL ordinary shares present and entitled to vote at the annual general meeting and that HL have in excess of the required amount of closing cash to consummate the Transactions under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the HL initial shareholders for nominal value.

 

Entering into any such arrangements may have a depressive effect on HL’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of HL at a price lower than market and may therefore be more likely to sell the HL ordinary shares he owns, either prior to or immediately after the annual general meeting.

 

If such transactions are effected, the consequence could be to cause the Transactions to be approved in circumstances where such approval could not otherwise be obtained. Purchases of HL ordinary shares by the persons described above would allow them to exert more influence over the approval of the business combination proposals and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that HL will have in excess of the required amount of cash available to consummate the Transactions as described above.

 

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor. HL will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposals or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

Recommendation to Shareholders

 

HL’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of HL and its shareholders and recommended that HL shareholders vote “FOR” each of the business combination proposals, “FOR” the election of all of the persons nominated by management for election as directors, “FOR” each of the charter proposals, “FOR” the PIPE proposal, and “FOR” the adjournment proposal, if presented.

 

Conditions to Closing the Transactions

 

General Conditions

 

Consummation of the Transactions is conditioned on approval of the Business Combination Agreement and contemplated transactions by HL’s shareholders. In addition, the consummation of the transactions is conditioned upon, among other things:

 

no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions;

 

  HL having at least $5,000,001 of net tangible assets remaining immediately prior to or upon the consummation of the Transactions, after taking into account payments to holders of HL’s ordinary shares that properly demanded that HL redeem their ordinary shares for their pro rata share of the trust account. HL shareholders should note that if the PIPE Closing Condition is met, then the proceeds received by Parent in the sale of Parent Class A Ordinary Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met;

 

  no material adverse effect with respect to HL or Fusion Fuel shall have occurred between the date of the Business Combination Agreement and the closing;

 

  the Registration Statement shall have become effective in accordance with the provisions of the Securities Act;

 

19

 

 

  the Parent Class A Ordinary Shares shall have been approved for listing on Nasdaq, subject to official notice thereof;

 

  HL shall have received a valuation of Fusion Fuel from a third-party valuation firm with expertise in valuing companies in the alternative energy or “green” hydrogen industry, determining that the fair market value of Fusion Fuel as of the date of the Business Combination Agreement is equal to at least 80% of the balance in HL’s trust account (excluding taxes payable). On June 24, 2020, Webber Research provided to the HL board of directors a valuation of the business of Fusion Fuel, concluding that Fusion Fuel had a fair market value equal to at least 80% of the balance in HL’s trust account. See Summary of the Proxy Statement/Prospectus – Valuation of the Fusion Fuel Business;

 

  Parent shall have entered into a composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with The Depository Trust Company with respect to the Parent Class A Ordinary Shares, HL Parent Warrants, and warrants to purchase Parent Class A Ordinary Shares issuable to the Fusion Fuel Shareholders, as applicable;

 

  the execution and delivery of the escrow agreement with respect to the Escrow Shares, the Registration Rights Agreement, and the other ancillary agreements (including, without limitation, Parent’s M&A) required by the Business Combination Agreement; and
     
  The PIPE Closing Condition having been met. As of August 25, 2020, an aggregate of $25,112,500 of gross proceeds from the PIPE Investment was placed into escrow pending the closing of the Transactions.

 

Parent’s, Merger Sub’s, Fusion Fuel’s and Fusion Fuel Shareholders’ Conditions to Closing

 

The obligations of Parent, Merger Sub, Fusion Fuel, and the Fusion Fuel Shareholders to consummate the Transactions are also conditioned upon, among other things:

 

the accuracy of the representations and warranties of HL (subject to certain bring-down standards);

 

  performance of the covenants of HL required by the Business Combination Agreement to be performed on or prior to the closing; and

 

the execution of the Sponsor Agreement.

 

HL’s Conditions to Closing

 

The obligations of HL to consummate the business combination are also conditioned upon, among other things:

 

the accuracy of the representations and warranties of Fusion Fuel, Fusion Fuel Shareholders, Parent, and Merger Sub (subject to certain bring-down standards);

 

performance of the covenants of Fusion Fuel, the Fusion Fuel Shareholders, Parent, and Merger Sub required by the Business Combination Agreement to be performed on or prior to the closing;

 

20

 

 

the execution and delivery of the indemnification escrow agreement and amended warrant agreement; and

 

any outstanding insider loans from Fusion Fuel to its insiders shall have been repaid by the insiders.

 

Waivers

 

Each party may waive any inaccuracies in the representations and warranties made to such party contained in the Business Combination Agreement or in any document delivered pursuant to the Business Combination Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Business Combination Agreement or in any document delivered pursuant to the Business Combination Agreement. Notwithstanding the foregoing, pursuant to HL’s current M&A, HL will not consummate the Transactions if it has less than $5,000,001 of net tangible assets remaining immediately prior to or upon the consummation of the Transactions after taking into account payments to holders of HL ordinary shares that properly demanded that HL convert their ordinary shares for their pro rata share of the trust account.

 

HL, Fusion Fuel, and Parent have provided waivers under the Business Combination Agreement from time to time. Such waivers included (i) a waiver by HL to allow Fusion Fuel to amend its articles of association in order to create and issue a new class of shares, (ii) a waiver by HL to allow Fusion Fuel to create a wholly-owned subsidiary in connection with the development and installment of Fusion Fuel’s hydrogen project in Evora, Portugal, and (iii) a mutual waiver by Parent, HL, and Fusion Fuel to the covenant and condition in the Business Combination Agreement that provided that Parent, the Fusion Fuel Shareholders, and the Sponsors would enter into an agreement to designate Parent’s initial slate of directors (the “Shareholders Agreement”) because the parties determined that it was not necessary to enter into a Shareholders Agreement.

 

Termination

 

The Business Combination Agreement may be terminated as follows:

 

by mutual written consent of HL and Fusion Fuel;

 

by either HL or Fusion Fuel if the Transactions have not been consummated on or before January 2, 2021, provided that the right to terminate the Business Combination Agreement will not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Transactions to close on or before such date and such action or failure to act constitutes a breach of the Business Combination Agreement;

 

by either HL or Fusion Fuel if the other party has breached any of its covenants or representations and warranties in any material respect which cannot be cured or, if curable, and has not been cured within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in material breach;

 

  by either HL or Fusion Fuel if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the business combination, which order, decree, judgment, ruling or other action is final and non-appealable;
     
  by either HL or Fusion Fuel if, at the meeting of HL shareholders called to approve the Transactions, the Transactions fail to be approved by the required vote (subject to any adjournment or recess of the meeting); or
     
  by either HL or Fusion Fuel if HL has less than $5,000,001 of net tangible assets remaining immediately prior to or upon the closing of the Transactions, after taking into account payments to holders of HL ordinary shares that properly demanded that HL redeem their ordinary shares for their pro rata share of the trust account.

 

Anticipated Tax Consequences of the Transactions

 

The parties have structured the Transactions to take the form of an exchange that should qualify as a “reorganization” under applicable U.S. federal income tax principles. However, to qualify as a reorganization, certain requirements must be met, and it is unclear whether such requirements can be satisfied. One of these requirements is the continuity of business enterprise requirement, which generally requires the acquiring corporation to either continue the acquiring corporation’s historic business or use a significant portion of the target’s historic business assets in a business. However, due to the absence of direct guidance on how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with no active business and only investment-type assets such as HL, this result is subject to some uncertainty. As such, while it is possible that the Transactions will qualify as a reorganization under Section 368(a), such qualification is not a condition of the Transactions. The parties, however, did not and will not seek a ruling from the IRS regarding the tax consequences of the Transactions. The failure of the Transactions to qualify as a reorganization or being subject to Section 367 of the Code for U.S. federal income tax purposes could result in an HL securityholder recognizing income, gain or loss with respect to the HL ordinary shares, warrants, and rights surrendered by each holder. If the Merger qualifies as a reorganization, it is anticipated that no gain or loss generally should be recognized by U.S. Holders of HL ordinary shares for U.S. federal income tax purposes as a result of their exchange of HL ordinary shares for Parent Class A Ordinary Shares. No assurance can be given that the IRS or the courts will agree that the Transactions qualify as a tax-free reorganization under Section 368(a) of the Code.

 

21

 

 

If the Transactions constitute a reorganization under Section 368(a) of the Code, a U.S. Holder’s basis in its Parent Class A Ordinary Shares deemed received in the Transactions should equal the aggregate adjusted tax basis of the HL ordinary shares surrendered in exchange therefor. A U.S. Holder’s holding period for the Parent Class A Ordinary Shares received in the exchange by such U.S. Holder should include the holding period for the HL ordinary shares surrendered in the exchange therefor were held by such U.S. Holder. A U.S. Holder of HL warrants should not recognize gain or loss on the adjustment of HL warrants for HL Parent Warrants pursuant to the Merger. The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain; it is possible that the HL rights could be treated in a manner similar to options to acquire shares of HL or Parent, in which case a U.S. Holder generally should not recognize gain or loss upon the acquisition of Parent Class A Ordinary Shares upon the exchange of each HL right for 1/10 of an HL ordinary share and the simultaneous conversion of each such HL ordinary share into one Parent Class A Ordinary Share, but there is a risk that alternate characterizations of the HL rights could result in U.S. federal income tax.

 

The failure of the Transactions to qualify as a reorganization for U.S. federal income tax purposes, or being subject to Section 367 of the Code, could result in an HL securityholder recognizing income, gain or loss (or, if the failure to qualify was because of the application of Section 367, recognition of gain, but not loss) with respect to the HL securities surrendered by such holder. If the Transactions constitute a taxable transaction to the HL securityholders and the warrants becoming exercisable for Parent Class A Ordinary Shares is treated for U.S. federal income tax purposes as giving rise to a taxable exchange of the warrants for new warrants, a holder of such warrants would be required to recognize gain or loss as a result of the Transactions. The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain; and a U.S. Holder may recognize gain or loss equal to the difference between (i) the fair market value of the Parent Class A Ordinary Shares and HL Parent Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the HL ordinary shares, HL warrants, and HL rights exchanged therefor.

 

Due to lack of clear authority, the tax consequences of the Transactions on U.S. Holders of HL’s securities are not free from doubt, and U.S. Holders should seek the advice of their tax advisors. No assurance can be given that the Internal Revenue Service or the courts will agree that the Transactions qualify as a tax-free reorganization under Section 368(a) of the Code. For a more detailed description of the anticipated material U.S. federal income tax consequences of the Transactions, see the information set forth in “The Business Combination Proposals — Anticipated Material U.S. Federal Income Tax Consequences to HL and HL’s Securityholders.”

 

Non-Irish Holders (defined below) are not anticipated to be within the charge to Irish tax on chargeable gains on the automatic conversion of their HL ordinary shares into Parent Class A Ordinary Shares, or the automatic adjustment of their HL warrants into HL Parent Warrants, pursuant to the Merger, unless the HL ordinary shares or HL warrants were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, or were used, held or acquired for use by or for the purposes of an Irish branch or agency. For a more detailed description of the anticipated material Irish tax consequences of acquiring, holding and disposing of Parent Class A Ordinary Shares and HL Parent Warrants, see the section of this proxy statement/prospectus titled “The Business Combination Proposals — Anticipated Material Irish Tax Consequences to Non-Irish Holders.”

 

Anticipated Accounting Treatment of the Transactions

 

The Transactions will be accounted for as a continuation of Fusion Fuel, in accordance with IFRS. Under this method of accounting, while Parent is the legal acquirer of both HL and Fusion Fuel, Fusion Fuel has been identified as the accounting acquirer of HL for accounting purposes. This determination was primarily based on the significant influence that the Fusion Fuel Shareholders will have over Parent upon the consummation of the Transactions through their majority representation on Parent’s initial board of directors, their control of the operations and development of Parent through their and their affiliates’ service as management of Parent, and the shareholder protective provisions that apply to the Parent Class B Ordinary Shares to be held by the Fusion Fuel Shareholders after consummation of the Transactions. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Fusion Fuel issuing stock for the net assets of HL, accompanied by a recapitalization. The net assets of HL will be stated at fair value which approximates historical cost, as HL has only cash and short-term liabilities. No goodwill or other intangible assets will be recorded. Operations prior to the Transactions will be those of Fusion Fuel.

 

Regulatory Matters

 

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Registrar of Corporate Affairs in the British Virgin Islands (“Registrar”) necessary to effectuate the Merger.

 

Risk Factors

 

In evaluating the proposals to be presented at the annual general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

 

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SELECTED HISTORICAL FINANCIAL INFORMATION

 

Fusion Fuel and HL are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Transactions.

 

HL

 

HL’s balance sheet data as of June 30, 2020, 2019 and 2018, and income statement data for the years ended June 30, 2020 and 2019 and the period from May 15, 2018 (inception) through June 30, 2018 are derived from HL’s audited financial statements included elsewhere in this proxy statement/prospectus.

 

Balance Sheet Data:  June 30,
2020
   June 30,
2019
   June 30,
2018
 
Cash  $107,663   $16,181   $50,891 
Prepaid expenses and other current assets  $43,250   $54,172   $ 
Note receivable – related party  $20,000   $   $ 
Marketable securities held in Trust Account  $53,858,474   $56,271,758   $ 
Promissory notes – related party  $1,327,594   $   $ 
Convertible promissory notes – related party  $533,619   $   $ 
Total liabilities  $2,054,534   $1,389   $340,177 
Ordinary shares subject to possible redemption  $46,974,848   $51,340,721   $ 
Total shareholders’ equity  $5,000,005   $5,000,001   $19,833 
Total liabilities and shareholders’ equity  $54,029,387   $56,342,111   $360,010 

 

Income Statement Data:  Year
Ended
June 30,
2020
   Year
Ended
June 30,
2019
   For the
Period
from
February 23,
2018
(inception)
through
June 30,
2018
 
Loss from operations  $(1,027,382)  $(446,704)  $(5,167)
Interest income on marketable securities held in trust  $825,828   $1,270,268   $ 
Unrealized gain on marketable securities held in trust  $   $1,490   $ 
Net income (loss)  $(201,554)  $825,054   $(5,167)
Basic and diluted net loss per share  $(0.46)  $(0.17)  $(0.00)
Weighted average shares outstanding, basic and diluted   1,948,817    1,919,807    1,250,000 

 

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Fusion Fuel

 

Fusion Fuel’s balance sheet and income statement data for January 1 to June 30, 2020 are derived from Fusion Fuel’s audited financial statements, included elsewhere in this proxy statement/prospectus. Also, Fusion Fuel’s balance sheet and income statement data for 2018 and 2019 are derived from Fusion Fuel’s audited financial statements included elsewhere in this proxy statement/prospectus.

 

Balance Sheet Data:  June 30,
2020
(Unaudited)
   December 31,
2019
   December 31,
2018
 
   (in Euros)   (in Euros)   (in Euros) 
Cash  $377   $458   $          -- 
Tangible assets, in progress   24,788    14,844    -- 
Other current assets   28,380    1,269    -- 
Current liabilities   223,812    15,676    -- 
Total liabilities   223,812    15,676    -- 
Total shareholders’ equity (deficit)  $(170,267)  $896   $-- 
Total liabilities and shareholders’ equity  $53,545   $16,571   $-- 

 

Statements of Operations:  Six Months
Ended
June 30,
2020
   Year Ended
December 31,
2019
   Six Months
Ended
June 30,
2019
   For the
Period from
July 26,
2018
(inception) to
December 31,
2018
 
   (in Euros)   (in Euros)   (in Euros)   (in Euros) 
Loss from operations  $(220,163)  $(2,005)  $(1,511)  $-- 
Net loss  $(220,163)  $(2,104)  $(1,511)  $-- 
Basic and diluted net loss per share  $(5.25)  $(2,104.00)  $(1,511.00)  $-- 
Weighted average number of ordinary shares   41,929    1    1    -- 

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following selected unaudited pro forma condensed combined balance sheet and the selected unaudited pro forma condensed combined statement of profit and loss combine the financial statements of Parent with the financial statements of HL and with the financial statements of Fusion Fuel. The selected unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated as of the balance sheet date. The selected unaudited pro forma combined statements of profit and loss give pro forma effect to the Transactions as if they had occurred at the earliest of the period presented.

 

The selected unaudited pro forma condensed combined balance sheet has been prepared using the following:

 

Parent’s audited financial statements for the period from inception date April 3, 2020 to June 30, 2020.

 

  HL’s audited financial statements for the year ended June 30, 2020.

 

Fusion Fuel’s unaudited interim financial statements for the six months ended June 30, 2020.

 

The selected unaudited pro forma condensed combined statement of profit and loss has been prepared using the following:

 

Parent’s audited financial statements for the period from inception date April 3, 2020 to June 30, 2020.

 

  HL’s audited financial statements for the year ended June 30, 2019, unaudited interim financial statements for the nine months ended March 31, 2019,  unaudited interim financial statements for the six months ended December 31, 2019, audited financial statements for the year ended June 30, 2020.

 

Fusion Fuel’s audited financial statements for the year ended December 31, 2019 and unaudited interim financial statements for the six months ended June 30, 2020

 

Further, the financial statements of HL are presented in USD and for pro forma purposes, have been converted to EUR by using an USD/EUR exchange rate of 0.8891 for the balance sheet, and an USD/EUR exchange rate of 0.907 and 0.8930 for profit and loss for the six months ended June 30, 2020 and twelve months ended December 31, 2019, respectively.

 

The financial statements of HL were prepared in accordance with U.S. GAAP. The financial statements of Fusion Fuel were prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Following the Transactions, Parent will qualify as a Foreign Private Issuer and will prepare its financial statements in accordance with IFRS. Accordingly, the unaudited pro forma condensed combined financial information has been prepared in accordance with IFRS.

 

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of HL ordinary shares into cash:

 

Scenario 1 - Assuming No Redemptions: This scenario assumes that no shareholders of HL will exercise their rights to redeem their ordinary shares.

 

  Scenario 2 - Assuming Maximum Redemptions: This scenario assumes that the PIPE Closing Condition is satisfied and that HL will meet the requirement to have at least $5,000,001 in net tangible assets as of the Closing (the “Net Assets Condition”) by virtue of the proceeds from the PIPE Investment, even if all then-outstanding HL public shares are redeemed, resulting in a maximum redemption of (i) 5,098,016 ordinary shares which represents all of the outstanding HL public shares at an assumed redemption price of €9.39 per share (based on a USD/EUR exchange rate of 0.8891 as of June 30, 2020) and (ii) 5,500,000 ordinary shares which represents all of the outstanding HL public shares at an assumed redemption price of €9.23 per share (based on a USD/EUR exchange rate of 0.8927 as of December 31, 2019).

 

25

 

 

The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the Transactions taken place on the dates noted, or the future financial position or operating results of Fusion Fuel. See the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

Selected Unaudited Pro Forma Condensed Combined Balance sheet

June 30, 2020

 

    Pro Forma
(No
Redemptions)
    Pro Forma
(Maximum

Redemptions)
    Pro Forma
(No
Redemptions)

(1)
    Pro Forma
(Maximum
Redemptions)

(1)
 
                         
Assets                        
Non-current assets   1,924,788     1,924,788     $ 2,164,809     $ 2,164,809  
Cash and cash deposits     61,771,977       13,885,008       69,474,942       15,616,468  
                                 
Prepaid expenses and other current assets     84,617       84,617       95,169       95,169  
Total assets   63,781,382     15,894,413     $ 71,734,920     $ 17,876,447  
                                 
Liabilities and shareholders’ equity                                
Other liabilities   414,321     414,321     $ 465,987     $ 465,987  
Total Liabilities     414,321       414,321       465,987       465,987  
                                 
Shareholders’ equity                                
Ordinary shares     1,032       579       1,161       651  
                                 
Other equity – in total     63,366,029       15,479,513       71,267,773       17,409,809  
                                 
Total Shareholders’ equity     63,367,061       15,480,092       71,268,934       17,410,460  
Total liabilities and Shareholders’ equity   63,781,382     15,894,413     $ 71,734,920     $ 17,876,447  

 

(1) For the purpose of this presentation, the underlying Balance Sheets of Parent and Fusion Fuel have been converted to an EUR/USD exchange rate of 1.1247. Ordinary shares corresponds to the outstanding ordinary shares at par value $0.0001 (or €0.0001 as rounded).

 

Selected Unaudited Pro Forma Condensed Combined Statement of Profit and Loss

Six Months ended June 30, 2020

 

  

Pro Forma

(No Redemptions)

  

Pro Forma

(Maximum

Redemptions)

  

Pro Forma

(No Redemptions)

(1)

  

Pro Forma

(Maximum

Redemptions)

(1)

 
                 
Operating costs  745,212   745,212   $821,510   $821,510 
Net income / (loss)  (745,212)  (745,212)  $(821,510)  $(821,510)

 

(1) For the purpose of this presentation, the underlying Profit and Loss statements of Parent and Fusion Fuel have been converted to an EUR/USD exchange rate of 1.1024

 

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Selected Unaudited Pro Forma Condensed Combined Statement of Profit and Loss

Twelve Months ended December 31, 2019

 

  

Pro Forma

(No Redemptions)

(amounts in
EUR)

  

Pro Forma

(Maximum

Redemptions)

(amounts in
EUR)

  

Pro Forma

(No Redemptions)

(1)

(amounts in
USD)

  

Pro Forma

(Maximum

Redemptions)

(1)

(amounts in
USD)

 
                 
Operating costs  613,915   613,915   $687,446   $687,446 
Interest costs   99    99    111    111 
Net income / (loss)  (614,014)  (614,014)  $(687,577)  $(687,577)

 

(1)For the purpose of this presentation, the underlying Profit and Loss statement of Fusion Fuel has been converted to an EUR/USD exchange rate of 1.1198

 

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COMPARATIVE PER SHARE INFORMATION

 

The following table sets forth the per share data for Parent, HL and Fusion Fuel on a stand-alone basis and the unaudited pro forma condensed combined per share data for the six months ended June 30, 2020 and the twelve months ended December 31, 2019 after giving effect to the Transactions, (1) assuming that no shareholders of HL will exercise their right to redeem their ordinary shares; and (2) assuming that shareholders of HL will elect to redeem a total of (i) 5,098,016 ordinary shares which is all of the HL public shares that could be redeemed in connection with the Transactions with respect to the unaudited pro forma condensed combined per share information for the six months ended June 30, 2020 and (ii) 5,500,000 ordinary shares which is all of the HL public shares that could be redeemed in connection with the Transactions with respect to the unaudited pro forma condensed combined per share information for the twelve months ended December 31, 2019.

 

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Parent, HL and Fusion Fuel and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

The unaudited pro forma condensed combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of Parent, HL and Fusion Fuel would have been had the companies been combined during the periods presented.

 

(all amounts in EUR)  Parent   HL (1) (2)   Fusion
Fuel
   Pro Forma
Condensed
Combined
(No Redemptions)
   Pro Forma
Condensed
Combined
(Maximum
Redemptions)
 
Six months ended June 30, 2020                    
Numerator                    
Net income / (loss)  (1,708)  (291,344)  (220,163)  (745,212)  (745,212)
Shareholders’ equity (deficit)   (1,707)   4,445,634    (170,267)   63,367,061    15,480,092 
Denominator                         
Weighted average shares outstanding basic and diluted   1    2,012,053    41,929    11,611,251    6,513,235 
                          
Net income / (loss) per share basic and diluted   (1,708)   (0.24)   (5.25)   (0.06)   (0.11)
Shareholders’ equity (deficit) per share basic and diluted   (1,707)   2.21    (4.06)   5.46    2.38 
                          
Twelve months ended December 31, 2019                         
                          
Numerator                         
Net income / (loss)       507,216   (2,104)  (614,014)  (614,014)
                          
Denominator                         
Weighted average shares outstanding basic and diluted        1,943,152    1    12,013,235    6,513,235 
                          
Net income / (loss) per share basic and diluted        (0.26)   (2,104)   (0.05)   (0.09)

 

(1) Net income / (loss) have been converted to an USD/EUR exchange rate of 0.9071 for the six months ended June 30, 2020 and a USD/EUR exchange rate of 0.8930 for the twelve months ended December 31, 2019. Shareholders’ equity have been converted to a USD/EUR exchange rate of 0.8891 as at June 30, 2020.

 

(2) The calculation of Net income / (loss) per share basic and diluted excludes interest income and unrealized gains attributable to shares subject to possible redemption of €186,725 for the six months ended June 30, 2020 and €1,016,491 for the twelve months ended December 31, 2019.

 

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RISK FACTORS

 

You should carefully consider the following risk factors and all of the information contained in this proxy statement/prospectus, including but not limited to, the matters addressed in the “Cautionary Statement Regarding Forward-Looking Statements”, and the financial information with respect to HL, Fusion Fuel, and Parent before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in Parent following consummation of the business combination will be subject to the significant risks affecting Parent and inherent in the “green” hydrogen industry and the Portuguese market. Any of the following risks could materially adversely affect Parent’s business, financial condition or results of operations. This could cause the trading price of the Parent Class A Ordinary Shares and/or HL Parent Warrants to decline, perhaps significantly, and you could lose all or a part of your investment. Additional risks and uncertainties not currently known to HL, Fusion Fuel, or Parent or that HL, Fusion Fuel, and Parent currently do not consider to be material may also materially and adversely affect Parent’s business, financial condition or results of operations.

 

Risks related to the business combination and Parent’s capital structure

 

HL may not have sufficient funds to consummate the business combination.

 

As of June 30, 2020, HL had approximately $107,663 available to it outside the trust account to fund its working capital requirements and a working capital deficiency of $1,350,002. If HL is required to seek additional capital, it would need to borrow funds from its sponsors, initial shareholders, management team or other third parties to operate or may be forced to liquidate. None of HL’s sponsors, initial shareholders, members of its management team, nor any of their affiliates is under any obligation to advance funds to HL in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to HL upon completion of the business combination. If HL is unable to consummate the business combination because it does not have sufficient funds available, HL will be forced to cease operations and liquidate the trust account. Consequently, HL’s public shareholders may only receive $10.57 per share and their warrants and rights will expire worthless.

 

If HL’s shareholders fail to properly demand conversion rights, they will not be entitled to convert their ordinary shares into a pro rata portion of the trust account.

 

HL shareholders holding public shares may demand that HL convert their public shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the business combination. To demand conversion rights, HL shareholders must deliver their shares (either physically or electronically) to HL’s transfer agent no later than two (2) business days prior to the meeting. Any shareholder who fails to properly demand conversion rights by delivering his, her, or its shares will not be entitled to convert his, her, or its shares into a pro rata portion of the trust account for conversion of his shares. See the section of this proxy statement/prospectus titled “Annual General Meeting of Shareholders — Conversion Rights” for the procedures to be followed if you wish to convert your shares to cash.

 

The business combination remains subject to conditions that HL cannot control and if such conditions are not satisfied or waived, the business combination may not be consummated.

 

The business combination is subject to a number of conditions, including the PIPE Closing Condition, the condition that there is no legal prohibition against consummation of the business combination, that HL’s securities remain listed on Nasdaq through the closing, approval for registration on Nasdaq of the Parent Class A Ordinary Shares, approval by the HL shareholders of the business combination proposals, director proposal, and charter proposals, continued effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus is a part, the truth and accuracy of HL’s and Fusion Fuel’s representations and warranties made in the Business Combination Agreement, the non-termination of the Business Combination Agreement, Parent entering into the composition agreement with the Irish Revenue Commissioners and a Special Eligibility Agreement for Securities with DTC, consummation of the Sponsor Agreement, and HL having at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. There are no assurances that all conditions to the business combination will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the business combination are not met (and are not waived, to the extent waivable), then either HL or Fusion Fuel may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement or amend the Termination Date. See the section of this proxy statement/prospectus titled “The Business Combination Agreement – Waivers” and “—Termination.”

 

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The exercise of HL’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the business combination may result in a conflict of interest when determining whether such changes to the terms of the business combination or waivers of conditions are appropriate and in HL’s shareholders’ best interest.

 

In the period leading up to the closing of the business combination, events may occur that, pursuant to the Business Combination Agreement, would require HL to agree to amend the Business Combination Agreement, to consent to certain actions taken by Fusion Fuel or to waive rights that HL is entitled to under the Business Combination Agreement. For instance, as previously disclosed, HL provided a waiver to allow Fusion Fuel to amend its articles of association in order to create and issue a new class of shares. Further, Parent, HL, and Fusion Fuel have each agreed to waive the covenant and condition to enter into the Shareholders Agreement. Other waivers may arise because of changes in the course of Fusion Fuel’s business, a request by Fusion Fuel to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Fusion Fuel’s business and would entitle HL to terminate the Business Combination Agreement. In any of such circumstances, it would be at HL’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the following risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for HL and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, HL does not believe there will be any further changes or waivers that HL’s directors and officers would be likely to make after shareholder approval of the business combination proposals have been obtained. While certain changes could be made without further shareholder approval, HL will circulate a new or amended proxy statement/prospectus and resolicit HL’s shareholders if changes to the terms of the business combination that would have a material impact on its shareholders or represent a fundamental change in the proposals being voted upon.

 

The Parent Class A Ordinary Shares and HL Parent Warrants may not be listed on a national securities exchange after the business combination, which could limit investors’ ability to make transactions in such securities, subject Parent to additional trading restrictions, and subject Parent’s securityholders to Irish stamp tax upon securities transfers.

 

Parent has applied to have the Parent Class A Ordinary Shares and HL Parent Warrants listed on Nasdaq after the consummation of the business combination. Parent will be required to meet the initial listing requirements to be listed, including having a minimum number of round lot shareholders. Parent may not be able to meet those initial listing requirements. Even if the Parent Class A Ordinary Shares and HL Parent Warrants are so listed, Parent may be unable to maintain the listing of the such securities in the future. If Parent fails to meet the initial listing requirements and Nasdaq does not list the Parent Class A Ordinary Shares or HL Parent Warrants (and the related closing condition with respect to the listing of the Parent Class A Ordinary Shares is waived by the parties), Parent could face significant material adverse consequences, including:

 

a limited availability of market quotations for the Parent Class A Ordinary Shares and HL Parent Warrants;

 

a reduced level of trading activity in the secondary trading market for the Parent Class A Ordinary Shares and HL Parent Warrants;

 

a limited amount of news and analyst coverage for Parent;

 

a decreased ability to issue additional securities or obtain additional financing in the future;

 

stamp duty may be chargeable on transfers of Parent Class A Ordinary Shares and HL Parent Warrants at a rate of 1% of the greater of the price paid or market value of the Parent Class A Ordinary Shares and HL Parent Warrants transferred; and

 

Parent’s securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on Nasdaq, in which case Parent’s securities would be subject to regulation in each state where Parent offers and sells securities.

  

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The stock price of the Parent Class A Ordinary Shares and/or HL Parent Warrants may be volatile.

 

The market price of the Parent Class A Ordinary Shares and/or HL Parent Warrants may be volatile. In addition to factors discussed elsewhere in this Risk Factors section, the market price of the Parent Class A Ordinary Shares and/or HL Parent Warrants may fluctuate significantly in response to numerous factors, many of which are beyond Parent’s control, including:

  

overall performance of the equity markets;

 

actual or anticipated fluctuations in Parent’s revenue and other operating results;

 

changes in the financial projections Parent may provide to the public or the failure to meet these projections;

 

failure of securities analysts to initiate or maintain coverage of Parent, changes in financial estimates by any securities analysts who follow Parent or Parent’s failure to meet these estimates or the expectations of investors;

 

the issuance of reports from short sellers that may negatively impact the trading price of the Parent Class A Ordinary Shares and/or HL Parent Warrants;

 

recruitment or departure of key personnel;

 

the economy as a whole and market conditions in Parent’s industry;

 

new laws, regulations, subsidies, or credits or new interpretations of them applicable to Parent’s business;

 

negative publicity related to problems in Parent’s manufacturing or the real or perceived quality of Parent’s products;

 

rumors and market speculation involving Parent or other companies in Parent’s industry;

 

announcements by Parent or its competitors of significant technical innovations, acquisitions, strategic partnerships, or capital commitments;

 

lawsuits threatened or filed against Parent;

 

other events or factors including those resulting from war, incidents of terrorism or responses to these events;

 

the expiration of contractual lock-up or market standoff agreements; and

 

sales or anticipated sales of shares of the Parent Class A Ordinary Shares and/or HL Parent Warrants by Parent or Parent’s shareholders.

 

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility.

 

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Although publicly traded, the trading market in the Parent Class A Ordinary Shares and HL Parent Warrants may become substantially less liquid than the average trading market for a stock quoted on Nasdaq following the consummation of the business combination, and this low trading volume may adversely affect the price of the Parent Class A Ordinary Shares and HL Parent Warrants.

 

HL’s ordinary shares, units, rights, and warrants currently trade on Nasdaq, and Parent has applied to have the Parent Class A Ordinary Shares and HL Parent Warrants trade on Nasdaq. Because HL’s public shareholders have the option to convert their shares to cash in connection with the business combination, the trading volume of the Parent Class A Ordinary Shares after consummation of the business combination may substantially decrease compared to other companies listed on Nasdaq. Limited trading volume in the Parent Class A Ordinary Shares will subject both the Parent Class A Ordinary Shares and the HL Parent Warrants to greater price volatility and may make it difficult for you to sell your Parent Class A Ordinary Shares and HL Parent Warrants at a price that is attractive to you. Limited trading volume in the Parent Class A Ordinary Shares and HL Parent Warrants may also result in Parent’s failure to continue to meet the listing standards for Nasdaq.

 

Parent’s dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Parent Class A Ordinary Shares may view as beneficial.

 

Parent has adopted a dual-class voting structure such that the Parent Ordinary Shares consist of Parent Class A Ordinary Shares and Parent Class B Ordinary Shares. Although the Parent Class A Ordinary Shares and Parent Class B Ordinary Shares each have one vote per share, for so long as at least 1,700,000 Parent Class B Ordinary Shares continue to be beneficially owned collectively by the current shareholders of Fusion Fuel and certain permitted transferees, the holders of Parent Class B Ordinary Shares will have certain protective rights, including the right to approve any liquidation, sale of substantially all assets or equity, merger, consolidation, or similar transaction of Parent, amendments to Parent’s M&A, the creation or issuance of any new class or series of capital stock or equity securities convertible into capital stock of Parent, changes to the size of Parent’s or Fusion Fuel’s board of directors, and the removal of any member of Fusion Fuel’s board of directors (collectively, the “Class B Protective Provisions”). Each Parent Class B Ordinary Share is convertible at any time into one Parent Class A Ordinary Share at the option of the holder and all outstanding Parent Class B Ordinary Shares will automatically convert into an equal number of Parent Class A Ordinary Shares on December 31, 2023. The Parent Class A Ordinary Shares will not be convertible into Parent Class B Ordinary Shares under any circumstance.

 

If all of the HL public shares are converted into cash, the Fusion Fuel Shareholders will hold approximately 32.6% of the voting power of outstanding Parent Ordinary Shares (without taking into effect any Parent Class A Ordinary Shares issuable upon the exercise of HL Parent Warrants or warrants issued to the Fusion Fuel Shareholders in the Transactions, or any Parent Class A Ordinary Shares or warrants which may be issued to the Fusion Fuel Shareholders as contingent consideration). Further, the Fusion Fuel Shareholders will beneficially own all of the Parent Class B Ordinary Shares. As a result, it is anticipated that the Fusion Fuel Shareholders will have considerable influence over matters such as electing directors and approving material mergers, acquisitions or other business combination transactions. This will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of Parent Class A Ordinary Shares and HL Parent Warrants of the opportunity to sell their shares at a premium over the prevailing market price.

 

Additionally, Parent’s M&A will provide that Parent’s board of directors shall have three classes of directors with staggered terms of up to three years until his or her successor is designated and qualified. During such term, Parent shareholders will have no power to remove directors without cause. Parent’s staggered board and the Class B Protective Provisions may discourage proxy contests for the election of directors and purchases of substantial blocks of shares by making it more difficult for a potential acquirer to gain control of Parent’s board of directors.

 

Notwithstanding the potential for concentration of ownership in the Fusion Fuel shareholders, no individual, group or other company will hold in excess of 50% of the voting power for the election of directors of Parent. Accordingly, Parent will not be a “controlled company” under the rules of the Nasdaq Stock Market.

 

The dual class structure of the Parent Ordinary Shares may adversely affect the trading market for the Parent Class A Ordinary Shares and/or HL Parent Warrants.

 

S&P Dow Jones and FTSE Russell have implemented changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, namely, to exclude companies with multiple classes of shares of common stock from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of the Parent Ordinary Shares may prevent the inclusion of the Parent Class A Ordinary Shares and/or HL Parent Warrants in such indices and may cause shareholder advisory firms to publish negative commentary about Parent’s corporate governance practices or otherwise seek to cause Parent to change its capital structure. Any such exclusion from indices could result in a less active trading market for the Parent Class A Ordinary Shares and/or HL Parent Warrants. Any actions or publications by shareholder advisory firms critical of Parent’s corporate governance practices or capital structure could also adversely affect the value of the Parent Class A Ordinary Shares and/or HL Parent Warrants.

 

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Parent may issue additional Parent Class A Ordinary Shares or other equity securities without seeking approval of the Parent shareholders, which would dilute your ownership interests and may depress the market price of the Parent Class A Ordinary Shares.

 

Upon consummation of the business combination, each of HL’s outstanding rights will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, for an aggregate of 550,000 Parent Class A Ordinary Shares, and HL’s outstanding Unit Purchase Options will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares. Parent will have warrants outstanding to purchase up to an aggregate of 9,875,000 Parent Class A Ordinary Shares. Assuming the earnout targets are satisfied, Parent will be required to issue an additional 1,137,000 Parent Class A Ordinary Shares and warrants exercisable for an additional 1,137,000 Parent Class A Ordinary Shares to certain of the Fusion Fuel Shareholders. The Parent Class B Ordinary Shares will be convertible at the option of the holders into an aggregate of 2,125,000 Parent Class A Ordinary Shares at any time and from time to time, and all Parent Class B Ordinary Shares not voluntarily converted will be automatically converted into Parent Class A Ordinary Shares on December 31, 2023. Further, in addition to the PIPE Investment, HL and Fusion Fuel may choose to seek third party financing to provide additional working capital for the Fusion Fuel business, in which event Parent may issue additional equity securities. Following the consummation of the business combination, Parent may also issue additional ordinary shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants, or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

 

Parent’s issuance of additional Parent Class A Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

 

Parent’s existing shareholders’ proportionate ownership interest in Parent will decrease;

 

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

the relative voting strength of each previously outstanding Parent Class A Ordinary Share may be diminished; and

 

the market price of the Parent Class A Ordinary Shares may decline.

 

Future resales of the Parent Class A Ordinary Shares issued in connection with the Transactions and the PIPE Investment may cause the market price of the Parent Class A Ordinary Shares to drop significantly, even if Fusion Fuel’s business is doing well.

 

The Fusion Fuel Shareholders have agreed not to transfer any Parent Class A Ordinary Shares, Parent Class B Ordinary Shares or warrants to purchase Parent Class A Ordinary Shares issued in the Share Exchange (or the Parent Class A Ordinary Shares issuable upon conversion or exercise, as applicable, thereof) except to certain permitted transferees, until one year after the consummation of the Transactions, or earlier upon the subsequent completion of a liquidation, merger, stock exchange, or similar transaction. The HL initial shareholders will be subject to the same transfer restrictions with respect to the Parent Class A Ordinary Shares and HL Parent Warrants to be received by them in the Merger. See the section of this proxy statement/prospectus titled “The Business Combination Proposals.”

 

At the closing of the Transactions, Parent will enter into the Registration Rights Agreement providing the HL initial shareholders, Fusion Fuel Shareholders, and Parent directors with certain demand registration rights and piggy-back registration rights with respect to registration statements filed by Parent after the closing. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Related Agreements or Arrangements — Registration Rights Agreement.”

 

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Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement Parent files pursuant to the above-referenced Registration Rights Agreement, or as required under the subscription agreements with the PIPE Investors, in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 under the Securities Act, the Fusion Fuel Shareholders and the PIPE Investors may sell large amounts of Parent Class A Ordinary Shares and/or warrants to purchase Parent Class A Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Parent Class A Ordinary Shares and/or the HL Parent Warrants or putting significant downward pressure on the price of the Parent Class A Ordinary Shares and/or the HL Parent Warrants.

 

Downward pressure on the market price of the Parent Class A Ordinary Shares and/or the HL Parent Warrants that likely will result from sales of Parent Class A Ordinary Shares issued in connection with the conversion of the Parent Class B Ordinary Shares or exercise of warrants or sales of warrants upon expiration of any applicable lockup periods could encourage short sales of Parent Class A Ordinary Shares and/or the HL Parent Warrants by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of Parent Class A Ordinary Shares and/or HL Parent Warrants could have a tendency to depress the price of the Parent Class A Ordinary Shares and/or the HL Parent Warrants, respectively, which could increase the potential for short sales.

 

We cannot predict the size of future issuances of Parent Class A Ordinary Shares or warrants to purchase Parent Class A Ordinary Shares or the effect, if any, that future issuances and sales of shares of Parent Class A Ordinary Shares and/or warrants will have on the market price of the Parent Class A Ordinary Shares or the HL Parent Warrants. Sales of substantial amounts of Parent Class A Ordinary Shares (including those issued in connection with the business combination), or the perception that such sales could occur, may adversely affect prevailing market prices of Parent Class A Ordinary Shares and/or HL Parent Warrants.

 

HL shareholders may decide to sell their HL securities, Parent Class A Ordinary Shares, or HL Parent Warrants, which could cause a decline in their market prices and the value of the Parent Class A Ordinary Shares or HL Parent Warrants after consummation of the Transactions.

 

Some HL shareholders may decide they do not want to own shares of a company that has all of its business and opportunities outside the United States or decide they do not want to hold Parent Class A Ordinary Shares or HL Parent Warrants for other reasons. This could result in the sale of HL ordinary shares prior to the completion of the business combination or in the exercise of conversion rights, or the sale of the Parent Class A Ordinary Shares or HL Parent Warrants received in the business combination after the completion of the business combination. These sales, or the prospects of such sales in the future, could adversely affect the market price for HL ordinary shares, Parent Class A Ordinary Shares and HL Parent Warrants respectively, and the ability to sell the HL ordinary shares in the market before the business combination is completed as well as the Parent Class A Ordinary Shares and/or HL Parent Warrants after the business combination is completed. This could, in turn adversely affect the dollar value of the Parent Class A Ordinary Shares and HL Parent Warrants that the HL shareholders will receive upon completion of the business combination.

 

Because the market price of Parent Class A Ordinary Shares and/or HL Parent Warrants may fluctuate, HL shareholders cannot be sure of the value of the Parent Class A Ordinary Shares and/or HL Parent Warrants they will receive in the Transactions.

 

Upon completion of the business combination, each HL ordinary share will be converted into one Parent Class A Ordinary Share, subject to the right of HL’s public shareholders to convert their HL ordinary shares into a pro rata portion of HL’s trust account, and each HL warrant will automatically be adjusted to become an HL Parent Warrant. The value of the Parent Class A Ordinary Shares and HL Parent Warrants upon completion of the business combination may differ from the value of the HL ordinary shares and HL warrants, respectively, at the signing of the Business Combination Agreement due to changes in the market value of the Parent Class A Ordinary Shares and/or HL Parent Warrants which may be caused by, among other things, market volatility in light of the COVID-19 pandemic. If the value of the Parent Class A Ordinary Shares and/or HL Parent Warrants decreases relative to the value of HL ordinary shares and/or HL warrants, respectively, between the date of the Business Combination Agreement and the closing of the Transactions, the implied value and premium paid to HL shareholders pursuant to the business combination will be lower than the implied value and premium as of the time the parties executed the Business Combination Agreement.

 

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The valuation that HL received relied upon certain assumptions, some of which may not be correct or which may have changed due to changes in circumstances after the valuation was performed. If the assumptions are incorrect or have changed, Fusion Fuel may not be worth as much as such valuation supposes.

 

In connection with its determination to approve the Transactions, HL’s board of directors engaged Webber Research to provide it with a valuation of the business of Fusion Fuel, on which the board relied. The purpose of the valuation was to determine whether the value of Fusion Fuel was at least equal to 80% of the amount held in HL’s trust account (excluding taxes payable). In coming to a valuation range for Fusion Fuel, Webber Research relied upon certain assumptions, including assumptions inherent in the estimates and projections with respect to the future financial performance of Fusion Fuel prepared by management of Fusion Fuel, the assessments of the management of HL and Fusion Fuel as to Fusion Fuel’s existing and future infrastructure, contracts, products, technology, services, and projects (including, without limitation, the development, testing and marketing of such infrastructure, contracts, products, services, and projects and the life of all relevant parts and other intellectual and other property rights associated with the foregoing), and that there would be no developments with respect to any such matters that would adversely affect its analysis. Further, the valuation did not take into account the impact of a global health pandemic, such as COVID-19, including the volatility in the financial markets, large-scale quarantines, business and government closures, and other private and public responses to the pandemic, each of which are beyond the control of Fusion Fuel. Accordingly, if the assumptions relied upon by Webber Research prove to be incorrect, or if the circumstances relied upon by Webber Research have materially changed, Fusion Fuel could be worth significantly less than the value that Webber Research placed on it.

 

The HL board of directors did not obtain a third-party fairness opinion in determining whether or not to proceed with the Transactions.

 

While HL’s board of directors engaged Webber Research to provide a valuation of the Fusion Fuel business, HL’s board of directors did not obtain a third-party fairness opinion in connection with their determination to approve the Transactions. In analyzing the business combination, HL’s board and management conducted due diligence on Fusion Fuel and researched the industry in which Fusion Fuel operates and concluded that the business combination was fair to and in the best interest of HL and its shareholders. The lack of a third-party fairness opinion may lead an increased number of shareholders to vote against the proposed Transactions or demand redemption of their shares for cash, which could potentially impact HL’s ability to consummate the Transactions or adversely affect Parent’s liquidity following the consummation of the Transactions.

 

There will be material differences between your current rights as a holder of HL securities and the rights one can expect as a holder of Parent securities, some of which may adversely affect you.

 

Upon completion of the business combination, HL shareholders will no longer be shareholders of HL, a corporation incorporated under the laws of the British Virgin Islands, but will be shareholders of Parent, a corporation incorporated under the laws of Ireland. There will be material differences between the current rights of HL shareholders and the rights you can expect to have as a holder of the Parent Class A Ordinary Shares and HL Parent Warrants, some of which may adversely affect you.

 

For a more detailed discussion of the differences in the rights of HL shareholders and the Parent shareholders, see the section of this proxy statement/prospectus titled “Comparison of Corporate Governance and Shareholder Rights”.

 

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There may be less publicly available information concerning Parent than there is for issuers that are not foreign private issuers because it is anticipated that Parent will be considered a foreign private issuer and will be exempt from a number of rules under the Exchange Act and will be permitted to file less information with the SEC than issuers that are not foreign private issuers and Parent, as a foreign private issuer, will be permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.

 

A foreign private issuer under the Exchange Act is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. It is anticipated that Parent will be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of Parent’s board of directors, officers and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning Parent than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

 

In addition, certain information may be provided by Parent in accordance with Irish law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, under Nasdaq rules Parent will be subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements. Parent does not currently intend to follow any Irish corporate governance practices in lieu of Nasdaq corporate governance rules, but we cannot assure you that this will not change after consummation of the Transactions. If Parent determines to follow Irish corporate governance practices in lieu of Nasdaq corporate governance standards, Parent will disclose each Nasdaq rule that Parent does not intend to follow and describe the Irish practice that Parent will follow in lieu thereof

 

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Parent’s business, the market price of the Parent Class A Ordinary Shares and/or HL Parent Warrants and trading volume could decline.

 

The market price for the Parent Class A Ordinary Shares and HL Parent Warrants depends in part on the research and reports that securities or industry analysts publish about Parent or Parent’s business. If industry analysts cease coverage of Parent, the trading price for the Parent Class A Ordinary Shares and/or HL Parent Warrants would be negatively affected. In addition, if one or more of the analysts who cover Parent downgrade the Parent Class A Ordinary Shares and/or HL Parent Warrants or publish inaccurate or unfavorable research about Parent’s business, the Parent Class A Ordinary Share and/or HL Parent Warrant price would likely decline. If one or more of these analysts cease coverage of Parent or fail to publish reports on Parent regularly, demand for the Parent Class A Ordinary Shares and/or HL Parent Warrants could decrease, which might cause the Parent Class A Ordinary Share and/or HL Parent Warrant price and trading volume to decline.

 

Future changes in U.S. and foreign tax laws could adversely affect Parent.

 

The U.S. Congress, the Organisation for Economic Co-operation and Development, and government agencies in jurisdictions where Parent and its affiliates do business have focused on issues related to the taxation of multinational corporations. In particular, specific attention has been paid to “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result the tax laws in Ireland, Portugal and other countries in which Parent and its affiliates do business could change on a prospective or retroactive basis, and any such change could adversely affect Parent.

 

Upon completion of the business combination, HL shareholders will become Parent shareholders, HL warrantholders will become holders of HL Parent Warrants, and the market price for the Parent Class A Ordinary Shares and HL Parent Warrants may be affected by factors different from those that historically have affected HL.

 

Upon completion of the business combination, HL shareholders will become Parent shareholders and HL warrantholders will become holders of HL Parent Warrants. Parent’s business differs for that of HL, and, accordingly, the results of operations of Parent will be affected by some factors that are different from those currently affecting the results of operations of HL. HL is a British Virgin Islands-incorporated special purpose acquisition company that is not engaged in any operating activity, directly or indirectly. Parent is a holding company and its Fusion Fuel subsidiary is engaged in “green” hydrogen production in Portugal. Parent’s business and results of operations will be affected by regional, country, and industry risks and operating risks to which HL was not exposed. For a discussion of the business of Parent, including the business currently conducted and proposed to be conducted by Fusion Fuel, see the section of this proxy statement/prospectus titled “Business of Fusion Fuel”.

 

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HL’s current directors and executive officers and their affiliates own ordinary shares and private placement warrants that will be worthless if the business combination is not approved. Such interests may have influenced their decision to approve the business combination with Fusion Fuel.

 

HL’s officers and directors and/or their affiliates beneficially own ordinary shares and private placement warrants that they purchased prior to, or simultaneously with, HL’s initial public offering. HL’s executive officers, directors and their affiliates have no redemption rights with respect to their ordinary shares and their private placement warrants will expire worthless in the event a business combination with Fusion Fuel or another target is not effected in the required time period. These financial interests may have influenced the decision of HL’s directors and officers to approve the business combination with Fusion Fuel and to continue to pursue such business combination. In considering the recommendations of HL’s board of directors to vote for the business combination proposals and other proposals, its shareholders should consider these interests. See the section of this proxy statement titled “The Business Combination Proposals — Interests of HL’s Directors, Officers, and Others in the Transactions.”

 

Key Family Holding Investimentos e Consultoria de Gestão Lda., a shareholder of Fusion Fuel, has provided working capital loans to HL which will be repaid upon the consummation of the Transactions.

 

Key Family Holding Investimentos e Consultoria de Gestão Lda., a shareholder of Fusion Fuel, has provided an aggregate of $47,257 of working capital loans to HL. If the Transactions are consummated, such loans will be repaid in cash from HL’s trust fund, but if the Transactions are not consummated the loans will not be repaid unless there are funds available outside of the trust account.

 

See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Interests of HL’s Directors, Officers, and Others in the Transactions.”

 

MCP V — Bushwick LLC, an affiliate of Jeffrey Schwarz, HL’s chief executive officer, is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. Such liability may have influenced his decision to pursue the business combination with Fusion Fuel and the board’s decision to approve it.

 

If the business combination with Fusion Fuel or another business combination is not consummated by Fusion Fuel on or before January 2, 2021, MCP V – Bushwick LLC, an affiliate of Jeffrey Schwarz, HL’s chief executive officer, will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HL for services rendered or contracted for or products sold to HL, but only if such a vendor or target business has not executed a waiver agreement. If HL consummates a business combination, on the other hand, HL will be liable for all such claims. Neither HL nor MCP V – Bushwick LLC has any reason to believe that MCP V – Bushwick LLC will not be able to fulfill its indemnity obligations to HL.

 

These obligations of MCP V – Bushwick LLC may have influenced Mr. Schwarz’s decision to pursue the business combination with Fusion Fuel or HL’s board of director’s decision to approve the business combination. In considering the recommendations of HL’s board of directors to vote for the business combination proposals and other proposals, HL’s shareholders should consider these interests. See the section of this proxy statement/prospectus titled “The Business Combination Proposals — Interests of HL’s Directors, Officers, and Others in the Transactions.”

 

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HL’s directors may decide not to enforce the indemnification obligations of MCP V – Bushwick LLC, resulting in a reduction in the amount of funds in the trust account available for distribution to HL’s public shareholders.

 

If proceeds in the trust account are reduced below $10.00 per public share and MCP V – Bushwick LLC asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, HL’s independent directors would determine whether to take legal action against MCP V – Bushwick LLC to enforce its indemnification obligations. While HL currently expects that its independent directors would take legal action on HL’s behalf against MCP V – Bushwick LLC to enforce MCP V – Bushwick LLC’s indemnification obligations to HL, it is possible that HL’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If HL’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to HL’s public shareholders may be reduced below $10.00 per share.

 

Some of HL’s directors and executive officers may have financial interests in the business combination that are different from or are in addition to those of HL shareholders generally.

 

Some of HL’s directors and executive officers may have financial interests in the business combination that are different from, or are in addition to, those of HL shareholders generally. These interests could have affected their decision to support or approve the business combination. For instance, Jeffrey Schwarz, HL’s chairman and chief executive officer, will become a director of Parent after the consummation of the business combination. Such interests, among others, have been included in “Interest of Certain Persons in the Transaction – Interests of HL Directors and Executive Officers in the Transaction”.

 

Activities taken by existing HL shareholders to increase the likelihood of approval of the business combination proposals and other proposals could have a depressive effect on HL’s ordinary shares.

 

At any time prior to the annual general meeting during a period when they are not then aware of any material nonpublic information regarding HL or its securities, HL, the Sponsors, the initial shareholders, Fusion Fuel, the Fusion Fuel Shareholders and/or their respective affiliates may purchase HL ordinary shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of HL or vote their HL ordinary shares in favor of the business combination proposals. The purpose of ordinary share purchases and other transactions would be to increase the likelihood of approval of the business combination proposals by the holders of a majority of the HL ordinary shares present and entitled to vote at the annual general meeting and that HL have in excess of the required amount of closing cash to consummate the Transactions under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the HL initial shareholders for nominal value. Entering into any such arrangements may have a depressive effect on HL’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares that he owns, either prior to or immediately after the annual general meeting.

 

The business combination may be completed even though material adverse effects may result from the announcement of the business combination, industry-wide changes and other causes.

 

In general, either HL or Fusion Fuel can refuse to complete the business combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the business combination, even if such change could be said to have a material adverse effect on Fusion Fuel or HL, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

 

changes generally affecting the economy, financial or securities markets, including the COVID-19 pandemic;

 

the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

 

changes (including changes in law) or general conditions in the industry in which the party operates;

 

changes in IFRS, or the authoritative interpretation of IFRS; or

 

changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers, employees and any federal, state, or local government entities).

 

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Furthermore, HL or Fusion Fuel may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the business combination, HL’s stock price may suffer.

 

Delays in completing the business combination may substantially reduce the expected benefits of the business combination.

 

Satisfying the conditions to, and completion of, the business combination may take longer than, and could cost more than, HL expects. Any delay in completing or any additional conditions imposed in order to complete the business combination may materially adversely affect the benefits that HL expects to achieve from the acquisition of Fusion Fuel’s business.

 

Parent has no operating history. The unaudited pro forma condensed combined financial information may not be an indication of Parent’s financial condition or results of operations following the business combination, and accordingly, you have limited financial information on which to evaluate Parent and your investment decision.

 

Parent has no operating history, Fusion Fuel has a limited operating history, and Fusion Fuel and HL have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of HL and Fusion Fuel, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Parent following the business combination. Certain adjustments and assumptions have been made regarding Parent after giving effect to the business combination. Fusion Fuel and HL believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Parent’s results of operations or financial condition following the business combination. For these and other reasons, the historical and proforma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Parent’s results of operations and financial condition and the actual financial condition and results of operations of Parent following the business combination may not be consistent with, or evident from, this pro forma financial information.

 

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Parent’s future results.

 

This proxy statement/prospectus contains projections and forecasts prepared by Fusion Fuel. Parent and HL do not endorse any of the forecasts, projections or estimates prepared by Fusion Fuel of the business and financial performance of Fusion Fuel that may be included in the proxy statement/prospectus.

 

None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the business combination or toward complying with SEC guidelines or generally accepted accounting principles. The projections and forecasts were based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of HL and Parent and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of HL’s operations, or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for Fusion Fuel’s solutions, successful and timely construction and commissioning of green hydrogen production facilities, an evolving competitive landscape, rapid technological change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

 

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Failure to effectively retain, attract and motivate key employees could diminish the anticipated benefits of the business combination.

 

The success of the acquisition of Fusion Fuel will depend in part on the attraction, retention and motivation of executive personnel critical to the business and operations of Parent. Executives may experience uncertainty about their future roles with Parent and Fusion Fuel during the pendency of the business combination or after its completion. In addition, competitors may recruit Fusion Fuel management. If Parent is unable to attract, retain and motivate executive personnel that are critical to the successful operations of the combined business, Fusion Fuel could face disruptions in its operations, strategic relationships, key information, expertise or know-how and unanticipated recruitment and onboarding costs. In addition, the loss of key personnel could diminish the anticipated benefits of the acquisition of Fusion Fuel by HL.

 

Parent is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Parent Class A Ordinary Shares less attractive to investors.

 

Parent is an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, Parent is only required to provide two years of audited financial statements and only two years of related selected financial data and management discussion and analysis of financial condition and results of operations disclosure. In addition, Parent is not required to obtain auditor attestation of its reporting on internal control over financial reporting, has reduced disclosure obligations regarding executive compensation and is not required to hold non-binding advisory votes on executive compensation. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Parent has elected to take advantage of such extended transition period. Parent cannot predict whether investors will find the Parent Class A Ordinary Shares to be less attractive as a result of its reliance on these exemptions. If some investors find the Parent Class A Ordinary Shares to be less attractive as a result, there may be a less active trading market for the Parent Class A Ordinary Shares and the price of the Parent Class A Ordinary Shares may be more volatile.

 

Parent will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which Parent has total annual gross revenue of $1.07 billion; (ii) the last day of Parent’s fiscal year following the fifth anniversary of the date on which HL consummated its initial public offering; (iii) the date on which Parent issues more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Parent Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

 

Further, there is no guarantee that the exemptions available to Parent under the JOBS Act will result in significant savings. To the extent that Parent chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact Parent’s financial condition.

 

Parent may need additional capital in the future to meet its financial obligations and to pursue its business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise Parent’s ability to meet its financial obligations and grow its business.

 

While HL’s management anticipates that the funds made available from HL’s trust fund and the PIPE Investment following the completion of the business combination will be sufficient to fund Parent’s operations for at least the next 18 to 24 months, Parent may need to raise additional capital to fund operations in the future or finance future acquisitions.

 

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If Parent seeks to raise additional capital in order to meet various objectives, including developing existing or future technologies and solutions, increasing working capital, acquiring new clients, expanding geographically and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all. Lack of sufficient capital resources could significantly limit Parent’s ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute stock ownership. If adequate additional funds are not available, Parent may be required to delay, reduce the scope of, or eliminate material part of its business strategy, including acquiring potential new clients or the continued development of new or existing technologies or solutions and geographic expansion.

 

The combined company will incur significant costs and devote substantial management time as a result of being subject to reporting requirements in the United States, which may adversely affect the operating results of Parent in the future.

 

As a company subject to reporting requirements in the United States, the combined company will incur significant legal, accounting and other expenses that Parent would not have incurred as a private Irish company. For example, Parent will be subject to the reporting requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements will increase Parent’s legal and financial compliance costs and will make some activities more time consuming and costly, while also diverting management attention. In particular, Parent expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when it is no longer an emerging growth company as defined by the JOBS Act.

 

Because Parent currently does not have plans to pay cash dividends on the Parent Class A Ordinary Shares, you may not receive any return on investment unless you sell your Parent Class A Ordinary Shares for a price greater than that which you paid for HL ordinary shares.

 

Parent currently does not expect to pay any cash dividends on Parent Class A Ordinary Shares. Any future determination to pay cash dividends or other distributions on Parent Class A Ordinary Shares will be at the discretion of the board of directors and will be dependent on Parent’s earnings, financial condition, operating results, capital requirements, and contractual, regulatory and other restrictions, including restrictions contained in the agreements governing any existing and future outstanding indebtedness Parent or Parent’s subsidiaries incur, on the payment of dividends by Parent or by Parent’s subsidiaries to Parent, and other factors that Parent’s board of directors deems relevant. As a result, you may not receive any return on an investment in the Parent Class A Ordinary Shares unless you sell the Parent Class A Ordinary Shares for a price greater than that which you paid for the HL ordinary shares.

 

An active trading market of the Parent Class A Ordinary Shares and HL Parent Warrants may not be sustained and investors may not be able to resell their Parent Class A Ordinary Shares and HL Parent Warrants at or above the price for which they purchased the HL securities.

 

An active trading market for the Parent Class A Ordinary Shares and HL Parent Warrants may not be sustained. In the absence of an active trading market for the Parent Class A Ordinary Shares and/or HL Parent Warrants, investors may not be able to sell their Parent Class A Ordinary Shares or HL Parent Warrants, respectively, at or above the price they paid at the time that they would like to sell. In addition, an inactive market may impair Parent’s ability to raise capital by selling shares or equity securities and may impair its ability to acquire business partners by using the Parent Class A Ordinary Shares as consideration, which, in turn, could harm Parent’s business.

 

The trading price of the Parent Class A Ordinary Shares or HL Parent Warrants may be volatile, and holders of the Parent Class A Ordinary Shares or HL Parent Warrants could incur substantial losses.

 

The stock market in general has experienced extreme volatility in the wake of the COVID-19 pandemic that has often been unrelated to the operating performance of particular companies. As a result of this volatility, HL’s shareholders may not be able to sell their Parent Class A Ordinary Shares or HL Parent Warrants at or above the price paid for HL securities. The market price for the Parent Class A Ordinary Shares and HL Parent Warrants may be influence by many factors, including:

 

The continued impact of COVID-19 or other adverse public health developments;

 

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Actual or anticipated variations in operating results;

 

Changes in financial estimates by Parent or by any securities analysts who might cover Parent;

 

Conditions or trends in Parent’s industry;

 

Stock market price and volume fluctuations of other publicly traded companies and, in particular, those that operate in the green energy or hydrogen industries;

 

Announcements by Parent or its competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;

 

Announcements of investigations or regulatory scrutiny of Parent or lawsuits against Parent;

 

Capital commitments;

 

Political and country risks in the geographical areas in which Parent is operating;

 

Business disruption and costs related to stockholder activism;

 

Additions or departure of key personnel;

 

  Sales of Parent Class A Ordinary Shares, including sales by Parent’s directors and officers or significant shareholders; and

 

Expectations of future cash dividend declarations and payments.

 

If HL is unable to complete the business combination with Fusion Fuel or another business combination by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A), HL will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against HL and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could be less than $10.57 per share.

 

Under the terms of HL’s M&A, HL must complete the business combination with Fusion Fuel or another business combination by January 2, 2021 (unless such date is extended by HL’s shareholders) or HL must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against HL. Although HL has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of HL’s public shareholders. If HL is unable to complete a business combination within the required time period, MCP V – Bushwick LLC, an affiliate of Jeffrey Schwarz, has agreed that it will be liable to HL if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under HL’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, MCP V – Bushwick LLC will not be responsible to the extent of any liability for such third party claims. Furthermore, MCP V – Bushwick LLC will not be liable to public shareholders and instead will only have liability to HL. HL has not independently verified whether MCP V – Bushwick LLC has sufficient funds to satisfy its indemnity obligations and, therefore, MCP V – Bushwick LLC may not be able to satisfy those obligations. HL has not asked MCP V – Bushwick LLC to reserve for such eventuality. Therefore, the per-share distribution from the trust account in such a situation may be less than the approximately $10.57 estimated to be in the trust as of two business days prior to the meeting date, due to such claims.

 

Additionally, if HL is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if HL otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, HL may not be able to return to its public shareholders the estimated $10.57 per public share.

 

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HL’s shareholders may be held liable for claims by third parties against HL to the extent of distributions received by them.

 

If HL is unable to complete the business combination with Fusion Fuel or another business combination within the required time period, HL will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to HL to pay HL’s income taxes and to pay dissolution expenses, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. HL cannot assure you that it will properly assess all claims that may be potentially brought against HL. As such, HL’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, HL cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by HL.

 

HL and Parent may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Transaction from being completed.

 

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Parent’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, neither Parent nor HL is aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transaction.

 

Risks Relating to Irish Law

 

Following completion of the Transactions, a transfer of Parent Class A Ordinary Shares or HL Parent Warrants, other than one effected by means of the transfer of book-entry interests in the Depositary Trust Company, may be subject to Irish stamp duty.

 

Submission has been made to the Irish Revenue Commissioners to confirm that transfers of Parent Class A Ordinary Shares and HL Parent Warrants effected by means of the transfer of book entry interests in the Depositary Trust Company (“DTC”) will not be subject to Irish stamp duty. It is expected that this confirmation should be granted. It is anticipated that the majority of Parent Class A Ordinary Shares and HL Parent Warrants will be traded through DTC by brokers who hold such shares on behalf of customers.

 

However, if you hold your Parent Class A Ordinary Shares and/or HL Parent Warrants directly rather than beneficially through DTC, any transfer of your Parent Class A Ordinary Shares and/or HL Parent Warrants could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your shares.

 

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If the Parent Class A Ordinary Shares or HL Parent Warrants are not eligible for deposit and clearing within the facilities of DTC, then transactions in the Parent Class A Ordinary Shares and/or HL Parent Warrants may be disrupted.

 

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

 

Upon the completion of the Transactions, the Parent Class A Ordinary Shares and the HL Parent Warrants will be eligible for deposit and clearing within the DTC system. We expect to enter into arrangements with DTC whereby we will agree to indemnify DTC for any Irish stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for the Parent Class A Ordinary Shares and such HL Parent Warrants. We expect these actions, among others, will result in DTC agreeing to accept the Parent Class A Ordinary Shares and HL Parent Warrants for deposit and clearing within its facilities upon the completion of the Transactions.

 

DTC is not obligated to accept the Parent Class A Ordinary Shares or HL Parent Warrants for deposit and clearing within its facilities upon the completion of the Transactions and, even if DTC does initially accept the Parent Class A Ordinary Shares and/or HL Parent Warrants, it generally will have discretion to cease to act as a depository and clearing agency for the Parent Class A Ordinary Shares and/or HL Parent Warrants. If DTC determined prior to the completion of the Transactions that the Parent Class A Ordinary Shares and/or HL Parent Warrants are not eligible for clearance within its facilities, then we would not expect to complete the Transactions in their current form. However, if DTC determined at any time after the completion of the Transactions that the Parent Class A Ordinary Shares and/or HL Parent Warrants were not eligible for continued deposit and clearance within its facilities, then we believe the Parent Class A Ordinary Shares and/or HL Parent Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the Parent Class A Ordinary Shares and/or HL Parent Warrants would be disrupted. While we would pursue alternative arrangements to preserve Parent’s listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Parent Class A Ordinary Shares and/or HL Parent Warrants.

 

In certain limited circumstances, dividends paid by Parent may be subject to Irish dividend withholding tax.

 

Parent does not intend to pay dividends on its capital stock in the foreseeable future. If Parent were to declare and pay dividends, in certain limited circumstances, dividend withholding tax (currently at a rate of 25%) may arise in respect of dividends paid on the Parent Class A Ordinary Shares. A number of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other exempt countries may be entitled to exemptions from dividend withholding tax.

 

Submission has been made to the Irish Revenue Commissioners to confirm that shareholders resident in the U.S. that hold their Parent Class A Ordinary Shares through DTC will not be subject to dividend withholding tax, provided the addressees of the beneficial owners of such Parent Class A Ordinary Shares in the records of the brokers holding such Parent Class A Ordinary Shares are recorded as being in the U.S. (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by Parent). It is expected that this confirmation should be granted. However, other holders of Parent Class A Ordinary Shares may be subject to dividend withholding tax, which could adversely affect the price of their Parent Class A Ordinary Shares.

 

After the Transactions, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

 

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from Parent will not be subject to Irish income tax in respect of those dividends unless they have some connection with Ireland other than their shareholding in Parent (for example, they are resident in Ireland). Shareholders who receive dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on those dividends.

 

Parent Class A Ordinary Shares or HL Parent Warrants received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

 

Irish capital acquisitions tax (“CAT”) could apply to a gift or inheritance of Parent Class A Ordinary Shares or HL Parent Warrants irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Parent Class A Ordinary Shares and HL Parent Warrants will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents.

 

It is recommended that each shareholder consult his or her own tax advisor as to the tax consequences of holding Parent Class A Ordinary Shares and HL Parent Warrants in, and receiving distributions from, Parent.

 

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Provisions in Parent’s M&A and under Irish law could make an acquisition of Parent more difficult, may limit attempts by Parent shareholders to replace or remove Parent’s management, may limit shareholders’ ability to obtain a favorable judicial forum for disputes with Parent or Parent’s directors, officers, or employees, and may limit the market price of the Parent Class A Ordinary Shares and/or HL Parent Warrants.

 

Provisions in Parent’s M&A may have the effect of delaying or preventing a change of control or changes in Parent’s management. Parent’s M&A include provisions that:

 

require that Parent’s board of directors is classified into three classes of directors with staggered three-year terms;

 

permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

 

require the votes of the holders of Parent Class B Ordinary Shares to do any of the following:

 

oliquidate, dissolve or wind-up the business and affairs of Fusion Fuel;

 

oeffect any merger or consolidation in which Parent is a constituent party or a subsidiary of Parent is a constituent party if Parent issues shares of its capital stock pursuant to such merger or consolidation (except any such merger or consolidation involving Parent or a subsidiary in which the shares of capital stock of Parent outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation);

 

  o sell, lease, transfer, exclusively license or otherwise dispose, in a single transaction or series of related transactions, by Parent or any subsidiary of Parent of all or substantially all the assets of Parent and any subsidiary, taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of Parent if substantially all of the assets of Parent and its subsidiaries, taken as a whole, are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Parent;

 

opermit the sale of all or substantially all of the shares of Parent Class A Ordinary Shares and Parent Class B Ordinary Shares to an independent third-party or group;

 

oamend, alter or repeal any provision of Parent’s M&A;

 

ocreate, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or equity securities convertible into capital stock of Parent;

 

oexpand or otherwise alter the size of the Board of Directors of Parent or Fusion Fuel; and

 

oremove any member of the Board of Directors of Fusion Fuel.

 

prohibit shareholder action by written consent without unanimous approval of all holders of Parent Class A Ordinary Shares and Parent Class B Ordinary Shares; and

 

Provide that each Parent Class B Ordinary Share shall be convertible at the option of the holder at any time into one Parent Class A Ordinary Share, and that all Parent Class B Ordinary Shares shall automatically convert into an equal number of Parent Class A Ordinary Shares on December 31, 2023.

 

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As an Irish public limited company, certain capital structure decisions regarding Parent will require the approval of the shareholders of Parent, which may limit Parent’s flexibility to manage its capital structure.

 

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. Parent’s M&A authorizes the Board of Directors of Parent to allot shares up to the maximum of Parent’s authorized but unissued share capital until 31 December 2023. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.

 

While Irish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for Parent’s M&A, or for shareholders of Parent in a general meeting, to exclude such pre-emptive rights. Parent’s M&A excludes pre-emptive rights until 31 December 2023. This exclusion will need to be renewed by special resolution upon its expiration and at periodic intervals thereafter. Under Irish law, a disapplication of pre-emption rights may be authorized for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought or approved.

 

Attempted takeovers of Parent will be subject to the Irish Takeover Rules and will be under the supervisory jurisdiction of the Irish Takeover Panel.

 

Parent will be subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including Nasdaq. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the Board of Directors of Parent will not be permitted, without shareholder approval, to take certain actions which might frustrate an offer for Parent Shares once the Board of Directors of Parent has received an approach that might lead to an offer or has reason to believe that an offer is, or may be, imminent.

 

Under the Irish Takeover Rules, if an acquisition of Parent Shares were to increase the aggregate holdings of the acquirer (together with its concert parties) to 30% or more of the voting rights of Parent, such acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding Parent Shares at a price not less than the highest price paid by such acquirer or its concert parties for Parent Shares during the previous 12 months. This requirement would also be triggered by the acquisition of Parent Shares by any person holding (together with its concert parties) between 30% and 50% of the voting rights of Parent if the effect of such acquisition were to increase that person’s voting rights by 0.05% within a 12-month period.

 

Anti-takeover provisions in Parent’s M&A could make an acquisition of Parent more difficult. Parent’s M&A contains provisions that may delay or prevent a change of control, discourage bids at a premium over the market price of Parent Shares, adversely affect the market price of Parent Shares, and adversely affect the voting and other rights of shareholders of Parent. These provisions include: (i) permitting the Board of Directors of Parent to issue preference shares without the approval of Parent Shareholders, with such rights, preferences and privileges as they may designate; and (ii) allowing the Board of Directors of Parent to adopt a shareholder rights plan upon such terms and conditions as it deems expedient in the interests of Parent.

  

Risks related to COVID-19

 

The ongoing COVID-19 pandemic may adversely affect HL’s and Fusion Fuel’s ability to consummate the Transactions and, after closing, may impact Parent’s business, results of operations, and financial condition.

 

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

 

HL and Fusion Fuel may be unable to complete the Transactions if continued concerns relating to COVID-19 restrict travel and limit the ability to have meetings with potential investors or the Fusion Fuel’s personnel. The extent to which COVID-19 impacts HL’s and Fusion Fuel’s ability to consummate the Transactions will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, HL’s ability to consummate the Transactions may be materially adversely affected.

 

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Additionally, although the COVID-19 pandemic has not had a material effect on Fusion Fuel’s business, we cannot assure you that it will not materially affect Fusion Fuel’s business in the future. Fusion Fuel has been and will continue monitoring and adjusting as appropriate its operations in response to the COVID-19 pandemic, noting that there have been no positive COVID-19 cases from any of the teams supporting Fusion Fuel projects or activities. Although Fusion Fuel has been able to maintain some of its operations during the pandemic and has maintained its engagements with suppliers, other operations have been delayed or suspended under applicable government orders and guidance, including delays or disruptions in Fusion Fuel’s research and development, sales, marketing, installation and operations and maintenance activities. Although Fusion Fuel’s affected manufacturing facilities continue to operate while these orders are in effect and Fusion Fuel’s business activities have not been materially impacted to date, Fusion Fuel cannot provide assurances that the COVID-19 pandemic or additional governmental actions in response thereto will not further impact operations. For example, if Fusion Fuel’s management, employees, contractors, customers or affiliates, such as the third party general contractors with which Fusion Fuel partners for installations, are affected by illness or by preventative measures such as social distancing, Fusion Fuel’s operations, demand for Fusion Fuel’s product, and installation, maintenance and oversight activities may be disrupted or Fusion Fuel may be required to incur additional costs in order to maintain operations. In addition, to the extent that any of Fusion Fuel’s employees separate from Fusion Fuel in response to the pandemic or governmental responses to the pandemic, it may be difficult or impossible to replace them. Additionally, operations that are not currently impacted could be delayed or suspended at any time in the event of changes to applicable government orders or the interpretation of existing orders. 

 

Fusion Fuel may also experience delays from certain vendors and suppliers that have been affected more directly by COVID-19, which, in turn, could cause delays in the manufacturing and installation of Fusion Fuel’s Hydrogen Generators. It may not be possible to find replacement products or supplies, and ongoing delays could affect Fusion Fuel’s business and growth. Government orders in various jurisdictions have had the effect of disrupting the supply chain on which Fusion Fuel relies for certain parts critical to Fusion Fuel’s manufacturing and maintenance capabilities, which impacts both Fusion Fuel’s sale and installation of new products and Fusion Fuel’s operations and maintenance of previously-sold Hydrogen Generators.

 

Even if Fusion Fuel is able to identify alternate suppliers that are able to meet its needs, the international air and sea logistics systems have been heavily impacted by the COVID-19 pandemic. Air carriers have significantly reduced their passenger and air freight capacity, and many ports are either temporarily closed or have reduced their hours of operation. Actions by government agencies may further restrict the operations of freight carriers, which would negatively impact Fusion Fuel’s ability to receive the parts and supplies it needs to manufacture its Hydrogen Generators or to deliver them to customers. This may also interfere with Fusion Fuel’s ability to develop business outside of Portugal, as Fusion Fuel’s team will experience difficulty meeting new prospective clients and visiting and monitoring installations in jurisdictions that are accessible only by air travel.

 

Fusion Fuel’s installation operations have also been adversely impacted by the COVID-19 pandemic, and these adverse impacts may increase in severity or continue indefinitely, including following the lifting of “shelter in place” orders. For example, Fusion Fuel’s projects have experienced delays and may continue to experience delays relating to, among other things, shortages in available labor for design, installation and other work; the effects on the COVID-19 pandemic on suppliers in general but especially Fusion Fuel’s general contractors, their sub-contractors, medium-voltage electrical gear suppliers, and a wide range of engineering and construction related specialist suppliers on whom Fusion Fuel relies for successful and timely installations; the completion of work required by gas and electric utilities on which Fusion Fuel is critically dependent; necessary civil and utility inspections; and the review of Fusion Fuel’s permit submissions and issuance of permits with multiple authorities that have jurisdiction over Fusion Fuel’s activities. Additionally, Fusion Fuel has experienced delays and interruptions to its installation activities where customers have shut down or otherwise limited access to their facilities. This may continue to affect Fusion Fuel’s ability to install its systems or increase in severity as the pandemic continues to affect key markets. 

 

Fusion Fuel is not the only business impacted by these shortages and delays, which means that Fusion Fuel may in the future face increased competition for scarce resources, which may result in continuing delays or increases in the cost of obtaining such services, including increased labor costs and/or fees to expedite permitting. Additionally, while construction activities have to date been deemed “essential business” and allowed to proceed in many jurisdictions, Fusion Fuel has experienced interruptions and delays caused by confusion related to exemptions for “essential business” amongst suppliers and their sub-contractors. Future changes in applicable government orders or regulations, or changes in the interpretation of existing orders or regulations, could result in reductions in the scope of permitted construction activities or prohibitions on such activities. An inability to install Fusion Fuel’s Hydrogen Generators would negatively impact Fusion Fuel’s acceptances, cash and revenue. 

 

Fusion Fuel cannot predict at this time the full extent to which COVID-19 will impact its business, results and financial condition, which will depend on many factors. These include, among others, the extent of harm to public health, the willingness of Fusion Fuel’s employees to travel and work in Fusion Fuel’s manufacturing facilities and at installation sites even if permitted to do so, the disruption to the global economy and to Fusion Fuel’s potential customer base, impacts on liquidity and the availability of capital, and governmental actions taken in response to the pandemic. Fusion Fuel is staying in close communication with its manufacturing facilities, employees, customers, suppliers and partners, and acting to mitigate the impact of this dynamic and evolving situation, but there is no guarantee that Fusion Fuel will be able to do so. 

 

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Risks related to the business and operations of Parent following the Transaction

 

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

 

The hydrogen production industry is an emerging market and hydrogen production may not receive widespread market acceptance.

 

The hydrogen production industry is still relatively nascent in an otherwise mature and heavily regulated industry, and we cannot be sure that potential customers will accept hydrogen production broadly, or our Hydrogen Generator products specifically. Enterprises may be unwilling to adopt our solution over traditional or competing power sources for any number of reasons including the perception that our technology is unproven, a lack of confidence in our business model, the perceived unavailability of back-up service providers to operate and maintain the Hydrogen Generators, and lack of awareness of our product or the perception of regulatory or political headwinds. Because this is an emerging industry, broad acceptance of our products and services is subject to a high level of uncertainty and risk. If the market develops more slowly than we anticipate, our business will be harmed.

 

Our limited operating history and our nascent industry make evaluating our business and future prospects difficult.

 

Our team began its work in this industry in 2007, and since such time we have been focused principally on research and development activities relating to concentrated solar power, part of which we have applied to our Hydrogen Generator technology. Although the Hydrogen project is an extension of our historical business it comes with some different challenges and characteristics.

 

Furthermore, our Hydrogen Generator is a new type of product in the nascent hydrogen industry. Consequently, predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or if we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected.

 

Our products involve a lengthy sales and installation cycle and if we fail to close sales on a regular and timely basis, our business could be harmed.

 

Our sales cycle is typically 12 to 18 months but can vary considerably. In order to make a sale, we must typically provide a significant level of education to prospective customers regarding the use and benefits of our product and our technology. The period between initial discussions with a potential customer and the eventual sale of even a single product typically depends on a number of factors, including the potential customer’s budget, required construction and production licenses, and the decision as to the type of financing it chooses to use as well as the arrangement of such financing. Prospective customers often undertake a significant evaluation process which may further extend the sales cycle. Once a customer makes a formal decision to purchase our product, the fulfilment of the sales order by us will require a substantial amount of time. We expect the time between the entry into a sales contract with a customer and the installation of our Hydrogen Generators to range from three to nine months or more. This lengthy sales and installation cycle is subject to a number of significant risks over which we have little or no control. Because of both the long sales and long installation cycles, we may expend significant resources without having certainty of generating a sale.

 

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These lengthy sales and installation cycles increase the risk that an installation may be delayed and/or may not be completed. In some instances, a customer can cancel an order for a particular site prior to installation, and we may be unable to recover some or all of our costs in connection with design, permitting, installation and site preparations incurred prior to cancellation. Our operating expenses are based on anticipated sales levels, and many of our expenses are fixed. If we are unsuccessful in closing sales after expending significant resources or if we experience delays or cancellations, our business could be materially and adversely affected. Since we do not recognize revenue on the sales of our products until installation and acceptance, a small fluctuation in the timing of the completion of our sales transactions could cause operating results to vary materially from period to period.

 

We believe that part of the cancellation risk will be mitigated in the early years as the first projects will be developed for Fusion Fuel’s own business line, and Fusion Fuel will then operate the first Green Hydrogen plants.

 

The economic benefits to our customers of our Hydrogen Generators over competitor products depend on the cost of electricity available from alternative sources including local electric utility companies, which cost structure is subject to change.

 

We believe that a customer’s decision to purchase our Hydrogen Generators is significantly influenced by the price, the price predictability of electricity generated by our Hydrogen Generators in comparison to the retail price and the future price outlook of electricity from the local utility grid and other energy sources. The economic benefit of our Hydrogen Generators to our customers includes, among other things, the benefit of reducing such customer’s payments to the local utility company. The rates at which electricity is available from a customer’s local electric utility company is subject to change and any changes in such rates may affect the relative benefits of our Hydrogen Generators. Even in markets where we are competitive today, rates for electricity could decrease and render our Hydrogen Generators uncompetitive. Several factors could lead to a reduction in the price or future price outlook for grid electricity, including the impact of energy conservation initiatives that reduce electricity consumption, construction of additional power generation plants (including nuclear, coal or natural gas) and technological developments by others in the electric power industry which could result in electricity being available at costs lower than those that can be achieved from our Hydrogen Generators. If the retail price of grid electricity decreases at a faster rate than we or our customers expect, it could reduce demand for our Hydrogen Generators and harm our business.

 

In some countries, the current low cost of grid electricity, even together with available subsidies, does not render our product economically attractive. If we are unable to reduce our costs to a level at which our Hydrogen Generators would be competitive in such markets, or if we are unable to generate demand for our Hydrogen Generators based on benefits other than electricity cost savings, such as reliability, resilience, or environmental benefits, our potential for growth may be limited in those markets.

 

We currently face and will continue to face significant competition.

 

We compete for customers, financing partners, and incentive dollars with other electric power providers and hydrogen solutions. Many providers, such as traditional utilities and other companies offering distributed generation products, have longer operating histories, have customer incumbency advantages, have access to and influence with local and state governments, and have access to more capital resources than do we. Significant developments in alternative technologies, such as energy storage, wind, solar, or hydro power generation, or improvements in the efficiency or cost of traditional energy sources, including coal, oil, natural gas used in combustion, or nuclear power, may materially and adversely affect our business and prospects in ways we cannot anticipate. We may also face new competitors who are not currently in the market. If we fail to adapt to changing market conditions and to compete successfully with grid electricity or new competitors, our growth will be limited which would adversely affect our business results.

 

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We will depend on a concentration of anchor customers for the majority of our revenues and the loss of any such customers could adversely affect our business, financial condition, results of operations and cash flows.

 

We intend to sell most of our products to a range of customers that include a few anchor customers, and while we are continually seeking to expand our customer base, we expect this will continue for the next several years. Any decline in business with significant customers could have an adverse impact on our business, financial condition and results of operations. Our future success may depend upon the continued purchases of our products by a small number of customers. If we are unable to maintain a broad customer base and build relationships with potential customers, our business may be impacted by fluctuations due to a dependence on a small number of customers. Fluctuations can have a negative impact on our revenues, business, financial condition, results of operations and cash flows. Our dependence on a small number of major customers may expose us to additional risks. A slowdown, delay or reduction in a customer’s orders could result in excess inventories or unexpected quarterly fluctuations in our operating results and liquidity. Our major customers may have significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules, which could adversely affect our business, financial condition, results of operations and cash flows. If one of our major customers delays payment of or is unable to pay their receivables, that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

We believe that part of the cancellation risk will be mitigated in the early years as the first projects will be developed for Fusion Fuel’s own business line, and Fusion Fuel will then operate the first Green Hydrogen plants.

 

Risks Relating to our Products and Manufacturing

 

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

 

Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of our customers could negatively impact our sales growth and results of operations.

 

The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our customers. Many of our potential customers operate in markets that are subject to cyclical fluctuations resulting from market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, deflation, and a variety of other factors beyond our control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.

 

Any of these events could also reduce the volume of products and services these customers purchase from us or impair the ability of our customers to make full and timely payments and could cause increased pressure on our selling prices and terms of sale. Accordingly, a significant or prolonged slowdown in activity in any major world economy, or a segment of any such economy, could negatively impact our sales growth and results of operations.

 

Our future success depends in part on our ability to increase our production capacity, and we may not be able to do so in a cost-effective manner and cannot guarantee that our production partners ramp up in time.

 

To the extent we are successful in growing our business, we may need to increase our production capacity. Our ability to plan, construct, and equip additional manufacturing facilities is subject to significant risks and uncertainties, including the following:

 

The expansion or construction of any manufacturing facilities will be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control such as delays in government approvals, burdensome permitting conditions, and delays in the delivery of manufacturing equipment and subsystems that we manufacture or obtain from suppliers.

 

Adding manufacturing capacity in any international location will subject us to new laws and regulations including those pertaining to labor and employment, environmental and export import. In addition, it brings with it the risk of managing larger scale foreign operations.

 

We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.

 

Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet our production plans.

 

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We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfil their obligations to us under our arrangements with them.

 

We may be unable to attract or retain qualified personnel.

 

Initially, this risk will be partially mitigated because we will outsource all production functions to third parties. If any of our key suppliers are unable to expand their manufacturing facilities, we may be unable to further scale our business. Over the next three to five years, Fusion Fuel intends to establish its own assembly line and production plant (potentially more than one, depending on the volume of orders outside of Portugal. If we are unable to do so, this could limit the ability of Fusion Fuel to scale its business. If the demand for our Hydrogen Generators or our production output decreases or does not rise as expected, we may not be able to spread a significant amount of our fixed costs over the production volume, resulting in a greater than expected per unit fixed cost, which would have a negative impact on our financial condition and our results of operations

 

If our Hydrogen Generators contain manufacturing defects, our business and financial results could be harmed.

 

Our Hydrogen Generators are complex products and they may contain undetected or latent errors or defects. Changes in our supply chain or the failure of our suppliers to otherwise provide us with components or materials that meet our specifications could also introduce defects into our products. In addition, as we grow our manufacturing volume, the chance of manufacturing defects could increase. Any manufacturing defects or other failures of our Hydrogen Generators to perform as expected could cause us to incur significant re-engineering costs, divert the attention of our engineering personnel from product development efforts, and significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

 

Furthermore, we may be unable to correct manufacturing defects or other failures of our Hydrogen Generators in a manner satisfactory to our customers, which could adversely affect customer satisfaction, market acceptance, and our business reputation.

 

The performance of our Hydrogen Generators may be affected by factors outside of our control, which could result in harm to our business and financial results.

 

Field conditions, such as the natural elements and utility processes which vary by region and may be subject to seasonal fluctuations are not always possible to predict until the Hydrogen Generator is in operation. Although we believe we have designed the Hydrogen Generators to successfully withstand the variety of field conditions we expect to encounter, as we move into new geographies and deploy new service configurations, we may encounter new and unanticipated field conditions. Adverse impacts on performance may require us to incur significant re-engineering costs or divert the attention of our engineering personnel from product development efforts. Furthermore, we may be unable to adequately address the impacts of factors outside of our control in a manner satisfactory to our customers. Any of these circumstances could significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

 

Our products create a flammable fuel that is an inherently dangerous substance.

 

Our systems create hydrogen gas through electrolysis. While our products do not use this fuel in a combustion process, hydrogen gas is a flammable fuel that could leak and combust if ignited by another source. Further, any such accidents involving our products or other products using similar flammable fuels could materially suppress demand for, or heighten regulatory scrutiny of, our products.

 

The risk of product liability claims and associated adverse publicity is inherent in the development, manufacturing, marketing and sale of hydrogen, a flammable gas. Any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our business, financial condition, results of operations and prospects. In addition, an actual or perceived problem with our products could adversely affect the market’s perception of our products resulting in a decline in demand for our products, which may materially and adversely affect our business, financial condition, results of operations and prospects.

 

Each special purpose vehicle for each project will consider purchasing an insurance policy to insure such project to mitigate this risk, but due to the nascent industry and market for these products, it is unknown what the financial burden might be of any such insurance policy.

 

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Our purchase orders may not ship, be commissioned or installed, or convert to revenue.

 

Some of the orders we accept from customers may require certain conditions or contingencies to be satisfied, or may be cancelled, prior to shipment or prior to commissioning or installation, some of which are outside of our control. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer’s deployment plan. There may also be product redesign or modification requirements that must be satisfied prior to shipment of units under certain of our agreements. If the redesigns or modifications are not completed, some or all of our orders may not ship or convert to revenue. In certain cases, we may publicly disclose anticipated, pending orders with prospective customers; however, those prospective customers may require certain conditions or contingencies to be satisfied prior to entering into a purchase order with us, some of which are outside of our control. Such conditions or contingencies that may be required to be satisfied before we receive a purchase order may include, but are not limited to, successful product demonstrations or field trials. Converting orders into revenue may also depend upon our customers’ ability to obtain financing. Some conditions or contingencies that are out of our control may include, but are not limited to, government tax policy, government funding programs, and government incentive programs. Additionally, some conditions and contingencies may extend for several years. We may have to compensate customers, by either reimbursement, forfeiting portions of associated revenue, or other methods depending on the terms of the customer contract, based on the failure on any of these conditions or contingencies. While not probable, this could have an adverse impact on our revenue and cash flow.

 

If our estimates of the useful life for our Hydrogen Generators are inaccurate or we do not meet service and performance warranties and guaranties, or if we fail to accrue adequate warranty and guaranty reserves, our business and financial results could be harmed. 

 

We provide performance warranties and guaranties covering the efficiency and output performance of our Hydrogen Generators for the first five years. Our pricing of these contracts and our reserves for warranty and replacement will be based upon our estimates of the useful life of our Hydrogen Generators and their components, including assumptions regarding improvements in power module life that may fail to materialize. Although there is a 12-year history on the solar tracking systems, the DC-PEHG does not have a long history with a large number of field deployments, and our estimates may prove to be incorrect. Failure to meet these performance warranties and guaranty levels may require us to replace the Hydrogen Generators at our expense or refund their cost to the customer, or require us to make cash payments to the customer based on actual performance, as compared to expected performance, capped at a percentage of the relevant equipment purchase prices. We accrue for product warranty costs and recognize losses on service or performance warranties when required by the International Financial Reporting Standard based on our estimates of costs that may be incurred and based on historical experience. However, as we expect our customers to renew their maintenance service agreements each year, the total liability over time may be more than the accrual. Actual warranty expenses have in the past been below and may in the future be greater than we have assumed in our estimates, the accuracy of which may be hindered due to our limited history operating at our current scale. 

 

Our business is subject to risks associated with construction, utility interconnection, cost overruns and delays, including those related to obtaining government permits and other contingencies that may arise in the course of completing installations.

 

Payments on the sales of our Hydrogen Generators are paid in instalments, including an up-front payment upon placing an order, a payment on delivery, and a final payment upon the installation and acceptance (except where a third party is responsible for installation). Therefore, our financial results may be impacted by the timeliness of the installation of our Hydrogen Generators or delivery of the units. Furthermore, in some cases, the installation of our Hydrogen Generators may be on a fixed price basis, which subjects us to the risk of cost overruns or other unforeseen expenses in the installation process.

 

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The construction, installation, and operation of our Hydrogen Generators at a particular site is also generally subject to oversight and regulation in accordance with applicable laws and ordinances relating to building codes, safety, environmental protection, and related matters, and typically require various governmental approvals and permits, including environmental approvals and permits, that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal. It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations, to design our Hydrogen Generators to comply with these varying standards, and to obtain all applicable approvals and permits. We cannot predict whether or when all permits required for a given project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit or utility connection essential to a project or the imposition of impractical conditions would impair our ability to develop the project. In addition, we cannot predict whether the permitting process will be lengthened due to complexities and appeals. Delay in the review and permitting process for a project can impair or delay our and our customers’ abilities to develop that project or may increase the cost so substantially that the project is no longer attractive to us or our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our Hydrogen Generators and could therefore adversely affect the timing of the recognition of revenue related to the installation, which could harm our operating results in a particular period.

 

In addition, the completion of many of our installations depends on the availability of and timely connection to the natural gas grid and the local electric grid. In some jurisdictions, local utility companies or the municipality may deny our request for connection or may require us to reduce the size of certain projects. Any delays in our ability to connect with utilities, delays in the performance of installation-related services, or poor performance of installation-related services by our general contractors or sub-contractors will have a material adverse effect on our results and could cause operating results to vary materially from period to period.

 

Furthermore, at times we may rely on the ability of our third-party general contractors to install Hydrogen Generators at our customers’ sites and to meet our installation requirements. Our work with contractors or their sub-contractors may have the effect of us being required to comply with additional rules (including rules unique to our customers), working conditions, site remediation, and other union requirements, which can add costs and complexity to an installation project. The timeliness, thoroughness, and quality of the installation-related services performed by some of our general contractors and their sub-contractors in the past may not meet expectations or standards.

 

Any significant disruption in the operations at our or our partner’s manufacturing facilities could delay the production of our Hydrogen Generators, which would harm our business and results of operations. 

 

We manufacture our Hydrogen Generators in a limited number of manufacturing facilities, and initially with one key partner, MagP Inovação, S.A. (“MagP”), any of which could become unavailable either temporarily or permanently for any number of reasons, including equipment failure, material supply, financial difficulties, public health emergencies or catastrophic weather or geologic events. In the event of a significant disruption to our manufacturing process, we may not be able to easily shift production to other facilities or to make up for lost production, which could result in harm to our reputation, increased costs, and lower revenues. 

 

Delays in or not completing our product development goals may adversely affect our revenue and profitability. 

 

If we experience delays in meeting our development goals, our products exhibit technical defects, or if we are unable to meet cost reduction targets or performance goals, including power output, useful life and reliability, the profitable commercialization of our products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and any delays could allow potential competitors to gain market advantages. We cannot assure that we will successfully meet our commercialization schedule in the future.

 

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The failure of our suppliers to continue to deliver necessary raw materials or other components of our Hydrogen Generators in a timely manner or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could prevent us from delivering our products within required time frames, impair our ability to manufacture our products, could increase our costs of production and could cause installation delays, cancellations, penalty payments, and damage to our reputation.

 

We rely on a limited number of third-party suppliers for some of the raw materials and components for our Hydrogen Generators, including components that may be of limited supply or require customized manufacturing specifications. If our suppliers provide insufficient inventory at the level of quality required to meet customer demand or if our suppliers are unable or unwilling to provide us with the contracted quantities (as we have limited or in some case no alternatives for supply), our results of operations could be materially and negatively impacted. If we fail to develop or maintain our relationships with our suppliers, or if there is otherwise a shortage or lack of availability of any required raw materials or components, we may be unable to manufacture our Hydrogen Generators or our Hydrogen Generators may be available only at a higher cost or after a long delay. Such delays could prevent us from delivering our Hydrogen Generators to our customers within required time frames and cause order cancellations. We have had to create our own supply chain for some of the components and materials utilized in our fuel cells. We have made significant expenditures in the past to develop our supply chain. In many cases, we entered into contractual relationships with suppliers to jointly develop the components we needed. These activities are time and capital intensive. Accordingly, the number of suppliers we have for some of our components and materials is limited and, in some cases, sole sourced. Some of our suppliers use proprietary processes to manufacture components. We may be unable to obtain comparable components from alternative suppliers without considerable delay, expense, or at all, as replacing these suppliers could require us either to make significant investments to bring the capability in-house or to invest in a new supply chain partner. Some of our suppliers are smaller, private companies, heavily dependent on us as a customer. If our suppliers face difficulties obtaining the credit or capital necessary to expand their operations when needed, they could be unable to supply necessary raw materials and components needed to support our planned sales and services operations, which would negatively impact our sales volumes and cash flows.

 

Moreover, we may experience unanticipated disruptions to operations or other difficulties with our supply chain or internalized supply processes due to exchange rate fluctuations, volatility in regional markets from where materials are obtained, changes in the general macroeconomic outlook, global trade disputes, political instability, expropriation or nationalization of property, public health emergencies such as the recent Covid-19 viral outbreak, civil strife, strikes, insurrections, acts of terrorism, acts of war, or natural disasters. The failure by us to obtain raw materials or components in a timely manner or to obtain raw materials or components that meet our quantity and cost requirements could impair our ability to manufacture our Hydrogen Generators or increase their costs or service costs of our existing portfolio of Hydrogen Generators under maintenance services agreements. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our Hydrogen Generators to our customers within required time frames, which could result in sales and installation delays, cancellations, penalty payments, or damage to our reputation, any of which could have a material adverse effect on our business and results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet or exceed those quality standards could cause delays in the delivery of our products, cause unanticipated servicing costs, and cause damage to our reputation.

 

Our ability to develop new products and enter into new markets could be negatively impacted if we are unable to identify suppliers to deliver new materials and components on a timely basis. 

 

We continue to develop products for new markets and, as we move into those markets, must qualify new suppliers to manufacture and deliver the necessary components required to build and install those new products. Identifying new manufacturing partners is a lengthy process and is subject to significant risks and uncertainties. If we are unable to identify reliable manufacturing partners in a new market, our ability to expand our business could be limited and our financial conditions and results of operations could be harmed. 

 

We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.

 

Certain of our suppliers also supply parts and materials to other businesses including businesses engaged in the production of consumer electronics and other industries unrelated to fuel cells. As a relatively low-volume purchaser of certain of these parts and materials, we may be unable to procure a sufficient supply of the items in the event that our suppliers fail to produce sufficient quantities to satisfy the demands of all of their customers, which could materially harm our financial condition and our results of operations.

 

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We, and some of our suppliers, obtain capital equipment used in our manufacturing process from sole suppliers and, if this equipment is damaged or otherwise unavailable, our ability to deliver our Hydrogen Generators on time will suffer.

 

Some of the capital equipment used to manufacture our products and some of the capital equipment used by our suppliers have been developed and made specifically for us, are not readily available from multiple vendors, and would be difficult to repair or replace if they did not function properly. If any of these suppliers were to experience financial difficulties or go out of business or if there were any damage to or a breakdown of our manufacturing equipment and we could not obtain replacement equipment in a timely manner, our business would suffer. In addition, a supplier’s failure to supply this equipment in a timely manner with adequate quality and on terms acceptable to us could disrupt our production schedule or increase our costs of production and service.

 

Possible new tariffs could have a material adverse effect on our business.

 

Our business is dependent on the availability of raw materials and components for our Hydrogen Generators, particularly electrical components common in the semiconductor industry, specialty steel products / processing and raw materials. Tariffs or other trade protection measures which are proposed or threatened and the potential escalation of a trade war and retaliation measures could have a material adverse effect on our business, results of operations and financial condition.

 

To the extent practicable, given the limitations in supply chain previously discussed, although we currently maintain alternative sources for materials, our business is subject to the risk of price fluctuations and periodic delays in the delivery of certain materials, which tariffs may exacerbate. Disruptions in the supply of raw materials and components could temporarily impair our ability to manufacture our Hydrogen Generators for our customers or require us to pay higher prices in order to obtain these raw materials or components from other sources, which could affect our business and our results of operations.

 

Any disruption to or elimination of Portugal’s Hydrogen Strategy and other strategic plans for hydrogen production in could reduce demand for our products, lead to a reduction in our revenues and adversely impact our operating results and liquidity.

 

We believe that the demand of our hydrogen energy technologies is impacted by Portugal’s Hydrogen Strategy and other strategic plans for hydrogen production that are emerging in Europe and around the world. These plans could be reduced or discontinued for other reasons, and the reduction, elimination, or expiration of these plans may result in the diminished economic competitiveness of our products to our customers and could materially and adversely affect the growth of alternative energy technologies, including our products, as well as our future operating results and liquidity.

 

Our business may become subject to increased government regulation.

 

Our products are subject to laws and regulations, including, for example, state and local ordinances relating to building codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters. In certain jurisdictions, these regulatory requirements may be more stringent than in other jurisdictions. Further, as products are introduced into the market commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products in any of the jurisdictions in which we intend to operate, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

 

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Changes in tax laws or regulations or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

 

We will be subject to income taxes in various jurisdictions. A number of factors may adversely affect our future effective tax rates, such as the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; the availability of loss or credit carryforwards to offset taxable income; changes in tax laws, regulations, accounting principles or interpretations thereof; or examinations by jurisdictions that disagree with interpretations of tax rules and regulations in regard to positions taken on tax filings. A change in our effective tax rate due to any of these factors may adversely affect our future results from operations.

 

In addition, as our business grows, we are required to comply with increasingly complex taxation rules and practices. We will be subject to tax in multiple jurisdictions as we expand internationally. The development of our tax strategies requires additional expertise and may impact how we conduct our business. If our tax strategies are ineffective or we are not in compliance with domestic and international tax laws, our financial position, operating results and cash flows could be adversely affected.

 

Fusion Fuel’s business plan leverages Portugal’s Hydrogen Strategy and Portugal’s investment in a Green Hydrogen economy. If there are any delays in the rollout of legislation or changes to Portugal’s Hydrogen Strategy, this could materially impact our business.

 

Fusion Fuel has its principal offices in Portugal, and all of its initial projects are located in Portugal and other jurisdictions in Southern Europe. All of our projects in Portugal will be impacted by the Portuguese laws governing the energy sector generally and the use of hydrogen specifically (including whether as a gas or fuel, and as pertains to production, storage, transportation, safety, and taxation). Delays in the rollout of legislation or changes to any existing legislation could have a material financial impact on Fusion Fuel and could cause delays to on-going projects and negotiations. Furthermore, economic difficulties or political changes in Portugal and other portions of Southern Europe could alter these governments’ intentions with respect to projects to which they have not yet formally committed. These same issues could have an impact in any new market into which Fusion Fuel enters.

 

Risks Related to Legal Matters and Regulations

 

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

 

We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in the delivery and installation of our Hydrogen Generators.

 

We are subject environmental laws and regulations as well as environmental laws in each jurisdiction in which we operate. Environmental laws and regulations can be complex and may often change. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines, and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties or third-party damages. In addition, ensuring we are in compliance with applicable environmental laws requires significant time and management resources and could cause delays in our ability to build out, equip and operate our facilities as well as service our fleet, which would adversely impact our business, our prospects, our financial condition, and our operating results. If contamination is discovered in the future at properties formerly owned or operated by us or currently owned or operated by us, or properties to which hazardous substances were sent by us, it could result in our liability under environmental laws and regulations. Many of our customers who purchase our Hydrogen Generators have high sustainability standards, and any environmental noncompliance by us could harm our reputation and impact a current or potential customer’s buying decision. Additionally, in many cases we contractually commit to performing all necessary installation work on a fixed-price basis, and unanticipated costs associated with environmental remediation and/or compliance expenses may cause the cost of performing such work to exceed our revenue. The costs of complying with environmental laws, regulations, and customer requirements, and any claims concerning noncompliance or liability with respect to contamination in the future, could have a material adverse effect on our financial condition or our operating results.

 

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The installation and operation of our Hydrogen Generators are subject to environmental laws and regulations in various jurisdictions, and there is uncertainty with respect to the interpretation of certain environmental laws and regulations to our Hydrogen Generators, especially as these regulations evolve over time.

 

We are committed to compliance with applicable environmental laws and regulations including health and safety standards, and we continually review the operation of our Hydrogen Generators for health, safety, and environmental compliance.

 

Maintaining compliance with laws and regulations can be challenging given the changing patchwork of environmental laws and regulations that prevail at the federal, state, regional, and local level. Most existing environmental laws and regulations preceded the introduction of our innovative fuel cell technology and were adopted to apply to technologies existing at the time (i.e., large coal, oil, or gas-fired power plants). Currently, there is generally little guidance from these agencies on how certain environmental laws and regulations may or may not be applied to our technology.

 

Our Hydrogen Generators do not present any significant health hazard based on our modelling, testing methodology, and measurements.

 

Furthermore, we have not yet determined whether our Hydrogen Generators will satisfy regulatory requirements in locations in which we do not currently sell Hydrogen Generators but may pursue in the future.

 

We may become subject to product liability claims which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

 

We may in the future become subject to product liability claims. Our Hydrogen Generators produce flammable gases and therefore must operate in accordance with the required safety standards and rules applicable in each jurisdiction. These claims could require us to incur significant costs to defend. Furthermore, any successful product liability claim could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our Company and our Hydrogen Generators, which could harm our brand, our business prospects, and our operating results.

 

Future litigation or administrative proceedings could have a material adverse effect on our business, our financial condition and our results of operations.

 

From time to time, we may be involved in legal proceedings, administrative proceedings, claims, and other litigation that could arise in the ordinary course of business. We may incur costs and expenses in connection with defending ourselves or in connection with the payment of any settlement or judgment or compliance with any ruling in connection therewith. The expense of defending litigation may be significant. The amount of time to resolve lawsuits is unpredictable and defending ourselves may divert management’s attention from the day to day operations of our business, which could adversely affect our business, financial condition, results of operations and cash flows. Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, our financial condition, and our results of operations. In addition, settlement of claims could adversely affect our financial condition and our results of operations.

 

In addition, since our Hydrogen Generator is a new type of product in a nascent market, we may in the future need to seek the amendment of existing regulations, or in some cases the development of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation.

 

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If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

 

Effective internal controls over financial reporting are necessary for us to provide reliable and accurate financial reports and effectively prevent fraud. Our compliance with the annual internal control report requirement will depend on the effectiveness of our financial reporting and data systems and controls. Inferior internal controls increase the possibility of errors and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital.

 

In addition, our internal control systems rely on people trained in the execution of the controls. Loss of these people or our inability to replace them with similarly skilled and trained individuals or new processes in a timely manner could adversely impact our internal control mechanisms.

 

Risks Relating to our Intellectual Property

 

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

 

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

 

Our ability to compete effectively will depend, in part, on our ability to protect our proprietary technologies and processes. Although we have taken many protective measures to protect our trade secrets including agreements, limited access, segregation of knowledge, password protections, and other measures, policing unauthorized use of proprietary technology can be difficult and expensive. Also, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope, or declared invalid or unenforceable. We cannot be certain that the outcome of any litigation will be in our favor, and an adverse determination in any such litigation could impair our intellectual property rights, our business, our prospects, and our reputation.

 

We rely primarily on patent, trade secret, and non-disclosure, confidentiality, and other types of contractual restrictions to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these laws and agreements afford us only limited protection and the actions we take to establish, maintain, and enforce our intellectual property rights may not be adequate. For example, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed, or misappropriated or our intellectual property rights may not be sufficient to provide us with a competitive advantage, any of which could have a material adverse effect on our business, financial condition, or operating results. In addition, the laws of some countries do not protect proprietary rights as fully as do the laws of the United States or countries across Europe. As a result, we may not be able to protect our proprietary rights adequately abroad.

 

Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, either of which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

 

We cannot be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued or that our patents and any patents that may be issued to us in the future will afford protection against competitors with similar technology. In the case of patents to be issued, we do not know that the claims allowed will be sufficiently broad to protect our technology or processes. Even if all of our patent applications are issued and are sufficiently broad, our patents may be challenged or invalidated. We could incur substantial costs in prosecuting or defending patent infringement suits or otherwise protecting our intellectual property rights. Furthermore, even if these patent applications are accepted and the associated patents issued, some foreign countries provide significantly less effective patent enforcement than in the United States or countries across Europe.

 

In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, our prospects, and our operating results.

 

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We may need to defend ourselves against claims that we infringed, misappropriated, or otherwise violated the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.

 

Companies, organizations, or individuals, including our competitors, may hold or obtain patents or other proprietary rights that they may in the future believe are infringed by our products or services. Although we are not currently subject to any claims related to intellectual property, these companies holding patents or other intellectual property rights allegedly relating to our technologies could, in the future, make claims or bring suits alleging infringement, misappropriation, or other violations of such rights, or otherwise assert their rights and by seeking licenses or injunctions. We also generally indemnify our customers against claims that the products we supply infringe, misappropriate, or otherwise violate third party intellectual property rights, and we therefore may be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third party’s intellectual property rights, we may be required to do one or more of the following:

 

cease selling or using our products that incorporate the challenged intellectual property;

 

pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);

 

obtain a license from the holder of the intellectual property right, which may not be available on reasonable terms or at all; or

 

redesign our products or means of production, which may not be possible or cost-effective.

 

Any of the foregoing could adversely affect our business, prospects, operating results, and financial condition. In addition, any litigation or claims, whether or not valid, could harm our reputation, result in substantial costs and divert resources and management attention. We may need to pursue lawsuits or legal action in the future to enforce our intellectual property rights, to protect our trade secrets, and to determine the validity and scope of the proprietary rights of others. If third parties prepare and file applications for trademarks used or registered by us, we may oppose those applications and be required to participate in proceedings to determine the priority of rights to the trademark. Similarly, competitors may have filed applications for patents, may have received patents and may obtain additional patents and proprietary rights relating to products or technology that block or compete with ours. We may have to participate in interference proceedings to determine the priority of invention and the right to a patent for the technology. Litigation and interference proceedings, even if they are successful, are expensive to pursue and time consuming, and we could use a substantial amount of our management and financial resources in either case.

 

Confidentiality agreements to which we are party may be breached, and we may not have adequate remedies for any breach. Our trade secrets may also be known without breach of such agreements or may be independently developed by competitors. Our inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have.

 

Risks Relating to our Financial Condition and Operating Results

 

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

 

Our financial condition and results of operations and other key metrics are likely to fluctuate on a quarterly basis in future periods, which could cause our results for a particular period to fall below expectations, resulting in a severe decline in the price of the Parent Class A Ordinary Shares and HL Parent Warrants.

 

Our financial condition and results of operations and other key metrics may fluctuate due to a variety of factors, many of which are beyond our control. For example, the amount of product revenue we will recognize in a given period is materially dependent on the volume of installations of our Hydrogen Generators in that period and the type of financing used by the customer.

 

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In addition to the other risks described herein, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis:

 

the timing of installations, which may depend on many factors such as availability of inventory, product quality or performance issues, or local permitting requirements, utility requirements, environmental, health, and safety requirements, weather, and customer facility construction schedules;

 

size of particular installations and number of sites involved in any particular quarter;

 

the mix in the type of purchase or financing options used by customers in a period, the geographical mix of customer sales, and the rates of return required by financing parties in such period;

 

whether we are able to structure our sales agreements in a manner that would allow for the product and installation revenue to be recognized upfront at acceptance;

 

delays or cancellations of Hydrogen Generator installations;

 

fluctuations in our service costs, particularly due to unexpected costs of servicing and maintaining Hydrogen Generators;

 

weaker than anticipated demand for our Hydrogen Generators due to changes in government incentives and policies or due to other conditions;

 

fluctuations in our research and development expense, including periodic increases associated with the pre-production qualification of additional tools as we expand our production capacity;

 

interruptions in our supply chain;

 

the length of the sales and installation cycle for a particular customer;

 

the timing and level of additional purchases by existing customers;

 

unanticipated expenses or installation delays associated with changes in governmental regulations, permitting requirements by local authorities at particular sites, utility requirements and environmental, health, and safety requirements;

 

disruptions in our sales, production, service or other business activities resulting from disagreements with our labor force or our inability to attract and retain qualified personnel; and

 

unanticipated changes in federal, state, local, or foreign government incentive programs available for us, our customers, and tax equity financing parties.

 

the ability of counterparties to Hydrogen Power Purchase Agreements (“PPAs”) to fulfil their purchase contracts and payment plans and timely pay invoices as they become due.

 

Fluctuations in our operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, our revenue, key operating metrics, and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of the Parent Class A Ordinary Shares or HL Parent Warrants.

 

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If we fail to manage our growth effectively, our business and operating results may suffer.

 

Our current growth and future growth plans may make it difficult for us to efficiently operate our business, challenging us to effectively manage our capital expenditures and control our costs while we expand our operations to increase our revenue. If we experience a significant growth in orders without improvements in automation and efficiency, we may need additional manufacturing capacity and we and some of our suppliers may need additional and capital intensive equipment. Any growth in manufacturing must include a scaling of quality control as the increase in production increases the possible impact of manufacturing defects. In addition, any growth in the volume of sales of our Hydrogen Generators may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance with our expectations and standards. Any failure to manage our growth effectively could materially and adversely affect our business, our prospects, our operating results, and our financial condition. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully.

 

The accounting treatment related to our revenue-generating transactions is complex, and if we are unable to attract and retain highly qualified accounting personnel to evaluate the accounting implications of our complex or non-routine transactions, our ability to accurately report our financial results may be harmed. 

 

Our revenue-generating transactions include traditional leases, Managed Services Agreements, and PPA transactions, all of which are accounted for differently in our financial statements. Many of the accounting rules related to our financing transactions are complex and require experienced and highly skilled personnel to review and interpret the proper accounting treatment with respect thereto. If we are unable to recruit and retain personnel with the required level of expertise to evaluate and accurately classify our revenue-producing transactions, our ability to accurately report our financial results may be harmed. 

 

Risks Relating to our Operations

 

As used herein, “we”, “us”, “our”, and similar words and phrases refer collectively to Parent and its subsidiaries following the Transactions, unless the context clearly indicates otherwise.

 

If we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could be harmed.

 

We believe that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management, technical, engineering, and sales personnel. The loss of the services of any of our key employees could disrupt our operations, delay the development and introduction of our products and services and negatively impact our business, prospects, and operating results. None of our key employees is bound by an employment agreement for any specific term. We cannot assure you that we will be able to successfully attract and retain senior leadership necessary to grow our business. Furthermore, there is increasing competition for talented individuals in our field, and competition for qualified personnel is especially intense. Our failure to attract and retain our executive officers and other key management, technical, engineering, and sales personnel could adversely impact our business, our prospects, our financial condition, and our operating results. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees.

 

A breach or failure of our networks or computer or data management systems could damage our operations and our reputation.

 

Our business is dependent on the security and efficacy of our networks and computer and data management systems. For example, all of our Hydrogen Generators are connected to and controlled and monitored by our centralized remote monitoring service, and we rely on our internal computer networks for many of the systems we use to operate our business generally. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our infrastructure, including the network that connects our Hydrogen Generators to our remote monitoring service, may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have a material adverse impact on our business and our Hydrogen Generators in the field. A breach or failure of our networks or computer or data management systems due to intentional actions such as cyber-attacks, negligence, or other reasons could seriously disrupt our operations or could affect our ability to control or to assess the performance in the field of our Hydrogen Generators and could result in disruption to our business and potentially legal liability. In addition, if certain of our IT systems failed, our production line might be affected, which could impact our business and operating results. These events, in addition to impacting our financial results, could result in significant costs or reputational consequences.

 

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Parent is a holding company. Its sole material assets after the Transactions will be its equity interest in Fusion Fuel and its other direct and indirect subsidiaries and it is accordingly dependent upon distributions from them to pay taxes and cover its corporate and other overhead expenses.

 

We are a holding company and will have no material assets other than our equity interest in Fusion Fuel and our other direct and indirect subsidiaries. We have no independent means of generating revenue. To the extent any subsidiary has available cash, we intend to cause it to make non-pro rata payments to us to reimburse us for our corporate and other overhead expenses. To the extent that we need funds and a subsidiary is restricted from making such distributions or payment under applicable law or regulation or under the terms of any financing arrangements due to restrictive covenants or otherwise, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

 

Fusion Fuel’s ability to generate revenues is substantially dependent upon it entering into satisfactory power purchase agreements with third parties.

 

Fusion Fuel has not yet entered into, and may never be able to enter into, satisfactory commercial arrangements with third parties for its green hydrogen solutions.

 

Fusion Fuel’s activities are subject to a number of development risks, operational hazards, regulatory approvals and other risks which may not be fully covered by insurance, and which could cause cost overruns and delays that could have a material adverse effect on its business, results of operations, financial condition, liquidity and prospects.

 

Siting, development and delivery of Fusion Fuel’s green hydrogen solution will be subject to the risks of delay or cost overruns inherent in any industrial development project resulting from numerous factors, including, but not limited to, the following:

 

Difficulties or delays in obtaining, or failure to obtain, sufficient debt or equity financing on reasonable terms;

 

Failure to obtain all necessary government and third-party permits, approvals and licenses for the construction and operation of any of the proposed facilities;

 

Failure to secure land plots and offshore sites required for the siting and construction of any of the proposed facilities;

 

Failure to enter into power purchase agreements with clients that generate sufficient revenue to support the financing and operation of the project;

 

Difficulties in engaging qualified contractors necessary to the construction of the contemplated project;

 

Shortages of equipment, material or skilled labor;

 

Natural disasters and catastrophes, such as hurricanes, explosions, fires, floods, industrial accidents, hostile military action and terrorism;

 

Unscheduled delays in the delivery of ordered materials;

 

Work stoppages, industrial and labor disputes;

 

Competition with other domestic and international hydrocarbon fuel suppliers and alternative energy providers;

 

  Political and regulatory change in the countries in which Parent or any subsidiary of Parent operates;

 

Unanticipated changes in domestic and international marked demand for and supply of green hydrogen, which will depend in part on supplies of and prices for alternative energy sources, coal, natural gas, LNG, crude oil and diesel, and the discovery of new sources of natural resources; and

 

Adverse general economic conditions.

 

Delays beyond the estimated development periods, as well as cost overruns, could increase the cost of completion beyond the amounts that are currently estimated, which could require Parent to obtain additional sources of financing to fund the activities until the proposed project operational (which could cause further delays). The need for more financing may also make the project uneconomic. Delays could also trigger penalties or termination of our agreements with third parties, cause a delay in receipt of revenues projected from the Project or cause a loss of one or more clients. As a result, any significant delay, whatever the cause, could have a material adverse effect on Parent’s business, results of operations, financial condition, liquidity and prospects.

 

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Changes in or new interpretations of tax law and currency/repatriation controls could impact the determination of Parent’s income tax liabilities for a tax year.

 

We are subject to the jurisdiction of taxing authorities in all countries in which we operate. The income earned in these various jurisdictions may be taxed on differing bases, including net income actually earned, net income deemed earned, and revenue-based tax withholding. The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each jurisdiction, as well as the significant use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. Changes in the operating environment, including changes in or new interpretations of tax law and currency/repatriation controls, could impact the determination of our income tax liabilities for the tax year.

 

Parent expects to experience foreign currency gains and losses. Fluctuations in currency exchange rates can adversely affect its profitability.

 

Parent expects to incur foreign currency transaction gains and losses, primarily related to foreign currency exposures that may arise from its financial reporting in euros and holding the majority of its liquid assets in U.S. dollars from the funds in HL’s trust account. Parent does not enter into or trade financial instruments, including derivative financial instruments, for any purpose. Parent maintains the majority of its cash in U.S. dollars.

 

A sizeable portion of Parent’s expected consolidated revenue and consolidated operating expenses is in foreign currencies. As a result, Parent will be subject to potential limitations that might be imposed on its ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries.

 

Parent’s business is subject to the risks of earthquakes, fires, floods, tsunamis, pandemics, and other natural catastrophic events and to interruption by man-made problems such as technogenic catastrophic events, computer viruses or terrorism.

 

Parent’s facilities and operations are vulnerable to damage or interruption from earthquakes, fires, floods, pandemics, power losses, natural gas explosions, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. For example, a significant natural disaster, such as a hurricane, earthquake, tsunami or flood, could have a material adverse effect on Parent’s business, results of operations and financial conditions, and Parent’s insurance coverage may be insufficient to compensate Parent for losses that may occur. In addition, acts of terrorism, which may be targeted at power stations as crucial elements of a country’s infrastructure, could cause disruptions in Parent’s or Parent’s clients’ business or the economy as a whole. Green hydrogen energy transport IT infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service attacks and similar disruptions from unauthorized tampering with Parent’s, its clients’ IT systems, which could lead to interruptions, delays and loss of critical data. Parent may not have sufficient protection or recovery plans in the event such a disaster should occur. As Parent relies heavily on physical infrastructure, computer and communications systems to conduct its business, such disruptions could negatively impact Parent’s ability to run its business and either directly or indirectly disrupt its clients’ or supplier’s businesses, which could have a material adverse effect on Parent’s business, results of operations and financial condition.

 

Cybersecurity risks and threats could adversely affect Parent’s business.

 

We rely heavily on information systems to conduct our business. There can be no assurance that the systems we have designed to prevent or limit the effects of cyber incidents or attacks will be sufficient to prevent or detect such incidents or attacks, or to avoid a material impact on our systems when such incidents or attacks do occur. If our systems for protecting against cybersecurity risks are circumvented or breached, this could result in the loss of our intellectual property or other proprietary information, including customer data, and disruption of our business operations.

 

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A cyber incident or attack, could result in the disclosure of confidential or proprietary customer information, theft or loss of intellectual property, damage to our reputation with our customers and the market, failure to meet customer requirements or customer dissatisfaction, theft or exposure to litigation and enforcement actions including under data privacy laws and regulations, damage to equipment (which could cause environmental or safety issues) and other financial costs and losses. In addition, as cybersecurity threats continue to evolve, we may be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities. We do not presently maintain insurance coverage to protect against cybersecurity risks. If we procure such coverage in the future, we cannot ensure that it will be sufficient to cover any particular losses we may experience as a result of such cyberattacks.

 

If Parent does not retain its senior management and key employees, or attract and retain additional talent, Parent may not be able to grow or achieve its business objectives.

 

Parent may periodically experience attrition in key executive management positions. The loss of members of Parent’s senior management team and other key employees, whether voluntarily or involuntarily, could significantly limit Parent’s ability to achieve its strategic objectives. Parent’s future success also depends on Parent’s ability to attract, retain and motivate highly skilled employees, particularly employees with electrical and/or mechanical engineering skills or gas management specialties that would enable Parent to effectively deliver its green hydrogen solutions to its clients on time and on budget, as well as client relationship managers with relevant regional and international experience. Competition for these executives in Parent’s industry is intense and Parent may experience difficulty in recruiting and retaining such individuals. Many of the companies with which Parent competes for experienced executives and key personnel also have greater resources than it has. As a result, Parent may be unable to attract or retain the green energy industry professionals that are critical to its success, resulting in harm to its key client relationships, loss of key information, expertise or know-how and unanticipated recruitment and retaining costs. Additionally, Parent’s ability to achieve revenue growth in the future will depend, in part, on Parent’s success in recruiting and retaining client development executives. Such executives may require significant on-boarding time and effort in order to achieve full productivity which may impair business and revenue growth. Additionally, the loss of the services of Parent’s senior management could make it more difficult to successfully operate its business and pursue Parent’s business goals.

 

If Parent is unable to keep pace with technology developments in its industry, this could adversely affect its ability to win, maintain and grow market share.

 

The alternative energy industry is subject to the introduction of new technologies, some of which may be subject to patent or other intellectual property protections. We intend to introduce and integrate new technologies and procedures used by us and our customers; however, we cannot be certain that we will be able to develop and implement new technologies or services on a timely basis or at an acceptable cost. The alternative energy industry is highly competitive and dominated by a few large players that have resources to invest in new technologies. Our ability to continually provide competitive technology, solutions and services can impact our ability to win, maintain and grow our market share and to negotiate acceptable commercial terms with our potential clients. If we are unable to acquire or develop competitive technology or deliver it to our clients in a timely and cost-competitive manner in the markets we serve, it could adversely affect our financial condition, results of operations and cash flows.

 

Limitations on Parent’s ability to protect our intellectual property rights could cause a loss in revenue and in any competitive advantage.

 

Our business may be adversely affected if we are not able to protect our intellectual property rights, through patents or otherwise, or if any acquired patents are unenforceable or the claims allowed under these patents are not sufficient to protect our technology, our patent applications are denied, or our trade secrets are not adequately protected. In addition, our competitors may be able to independently develop a process that is similar to the process we intend to use without infringing on our rights, which could adversely affect our financial condition, results of operations and cash flows.

 

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Parent may be subject to litigation if another party claims that it has infringed upon such third party’s intellectual property rights.

 

The tools, techniques, methodologies, processes, programs and components that we intend to use to provide our solutions may infringe upon the intellectual property rights of others. Infringement claims generally result in significant legal and other costs and may distract our management from running our core business. Royalty payments under licenses from third parties, if available, and developing non-infringing technologies would increase our costs. If a license were required and not available, we might not be able to provide a particular service or solution, which could adversely affect our financial condition, results of operations, and cash flows.

 

Parent’s failure to comply with complex U.S. and foreign laws and regulations could have a material adverse effect on its operations.

 

We are subject to complex U.S. and foreign laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.S. Foreign Account Tax Compliance Act, and various other anti-bribery and anti-corruption laws. We may also be subject to trade control regulations and trade sanctions laws that restrict the movement of certain goods to, and certain operations in, various countries or with certain persons. The internal controls, policies and procedures, and employee training and compliance programs we expect to implement to deter prohibited practices may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies or violating applicable laws and regulations. Any determination that we have violated or are responsible for violations of anti-bribery, trade control, trade sanctions or anti-corruption laws could have a material adverse effect on our financial condition and may result in fines and penalties, administrative remedies or restrictions on business conduct, and could have a material adverse effect on our reputation and our business.

 

Fusion Fuel operates in a highly competitive industry, and many of our competitors are larger and have greater resources.

 

Fusion Fuel operates in a highly competitive industry. Several of our primary competitors are diversified multinational companies with substantially larger operating staffs and greater capital resources. These larger competitors’ greater resources could allow them to better withstand industry downturns and to compete more effectively on the basis of technology, geographic scope and retained skilled personnel. If these competitors substantially increase the resources they devote to developing and marketing competitive solutions and services, we may not be able to compete effectively. Similarly, consolidation among their competitors could enhance their product and service offerings and financial resources, further intensifying competition.

 

Other Risks Associated with the Business of Parent

 

An investment in the Parent Class A Ordinary Shares may result in uncertain U.S. federal income tax consequences.

 

An investment in the Parent Class A Ordinary Shares may result in uncertain U.S. federal income tax consequences. See “Anticipated Material U.S. Federal Income Tax Consequences to HL and HL’s Securityholders”. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding and disposing of the Parent Class A Ordinary Shares.

 

Parent’s board of directors may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

 

Following the listing of the Parent Class A Ordinary Shares on Nasdaq, Parent will become subject to the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2013 (“Irish Takeover Rules”), under which Parent will not be permitted to take certain actions that might “frustrate” an offer for Parent Class A Ordinary Shares once the board of directors has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of our shareholders or the consent of the Irish Takeover Panel. This could limit the ability of Parent’s board of directors to take defensive actions even if it believes that such defensive actions would be in our best interests or the best interests of our shareholders.

 

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire Parent Class A Ordinary Shares.

 

Under the Irish Takeover Rules if an acquisition of ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to ordinary shares that represent 30% or more of the voting rights of the company, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12 month period. Following the listing of Parent Class A Ordinary Shares on Nasdaq, under the Irish Takeover Rules, certain separate concert parties will be presumed to be acting in concert. The board of directors of Parent and their relevant family members, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who hold 20% or more of Parent.

 

The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of Parent’s board of directors to acquire more of our securities, including under the terms of any executive incentive arrangements. Accordingly the application of the Irish Takeover Rules may frustrate the ability of certain of our shareholders and directors to acquire our ordinary shares.

 

For a description of certain takeover provisions applicable to us, see “Description of Parent’s Securities — Irish Takeover Rules and Substantial Acquisition Rules.”

 

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Investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because Parent is formed under Irish law.

 

Parent is a company formed under the laws of Ireland, all of its properties are located outside of the United States, a majority of our directors and officers reside outside of the United States and all our assets are and are likely in the future to be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights against us, to effect service of process upon our directors or officers or to enforce judgements of United States courts predicated upon civil liabilities and criminal penalties on our directors under United States laws.

 

Our corporate affairs will be governed by our M&A, the Irish Companies Act and the common law of Ireland. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Irish law are governed by the Irish Companies Act and the common law of Ireland. The rights of the Parent shareholders and the fiduciary responsibilities of our directors under Irish law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, Ireland has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. See “Comparison of Corporate Governance and Shareholder Rights” for a discussion of certain differences between Irish and British Virgin Islands corporate law.

 

The jurisdiction and choice of law clauses set forth in the Amended Warrant Agreement, and Parent’s status as an Irish company, may have the effect of limiting a warrantholder’s ability to effectively pursue its legal rights against Parent in any United States court.

 

The Amended Warrant Agreement provides that disputes arising under the Amended Warrant Agreement are governed by New York law and that Parent consents to jurisdiction in courts of the State of New York or the United States District Court for the Southern District of New York. This provision may limit the ability of warrantholders to bring a claim against Parent other than in courts of the State of New York or the United States District Court for the Southern District of New York and may limit a warrantholder’s ability to bring a claim in a judicial forum that it finds more favorable for disputes under the Amended Warrant Agreement. The Amended Warrant Agreement, however, also expressly makes clear that this choice of law and forum provision shall not restrict a warrantholder from bringing a claim under the Securities Act or the Exchange Act in any federal or state court having jurisdiction over such claim. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Irrespective of the ability of a warrantholder to bring an action in any such forum, due to the fact that Parent is an Irish company with all of its properties located outside of the United States, if a warrantholder brings a claim against Parent under the Amended Warrant Agreement, the Securities Act or Exchange Act, or otherwise, such warrantholder may have difficulty pursuing its legal rights against Parent in any United States courts having jurisdiction over any such claims.

 

Parent may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors in Parent’s securities.

 

Based on the current and anticipated value of Parent’s assets, including goodwill, and the composition of Parent’s potential income streams, assets and operations, we do not believe Parent will be classified as a “passive foreign investment company,” or PFIC, for the taxable year ended on December 31, 2019. However, the application of the PFIC rules is subject to uncertainty in several respects and furthermore we cannot assure you that the U.S. Internal Revenue Service, the IRS, will not take a contrary position. Furthermore, a separate determination must be made after the close of each taxable year as to whether Parent is a PFIC for that year. Accordingly, notwithstanding the current expectation that we will not be classified as a PFIC, we cannot assure you that we have not been a PFIC or that we will not be a PFIC for our current taxable year or any future taxable year. A non-US company will be considered a PFIC for any taxable year if (i) at least 75% of its gross income is passive income (including interest income), or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income. If we were to be ultimately classified as a PFIC for any taxable year during which a U.S. holder holds the Parent Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder, including (i) the treatment of all or a portion of any gain on disposition of the Parent Class A Ordinary Shares as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) the obligation to comply with certain reporting requirements.

 

Risks If the PIPE Proposal Is Not Approved

 

If the PIPE proposal is not approved, the parties will be unable to consummate the Transactions unless the consummation of the PIPE Investment is waived.

 

Closing the PIPE Investment is conditioned on the consummation of the Transactions and the consummation of the PIPE Investment is a condition to the closing of the Transactions. Accordingly, if the PIPE proposal is not approved, the parties will be unable to consummate the Transactions unless each of the parties waives the PIPE Closing Condition. If the PIPE proposal is not approved and one or more of the parties refuses to waive the PIPE Closing Condition, the parties will not consummate the Transactions and HL may be forced to dissolve and liquidate as described elsewhere in this proxy statement/prospectus.

 

If the PIPE proposal is not approved, Parent will not be permitted to issue the Parent Class A Ordinary Shares sold to the PIPE Investors and will be required to return the subscription amounts to the PIPE Investors.

 

HL is seeking shareholder approval of the PIPE proposal in order to comply with Nasdaq Listing Rule 5635(a), which requires shareholder approval of the issuance of ordinary shares or shares convertible into or exercisable for ordinary shares in certain issuances undertaken in connection with the acquisition of the stock or assets of another company that result in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance, and Rule 5635(d), which requires shareholder approval for a transaction other than a public offering involving the sale, issuance, or potential issuance of ordinary shares or shares convertible into or exercisable for ordinary shares at a price that is less than the lower of the official closing price as reflected on Nasdaq.com immediately before the signing of the binding agreement or the average official closing price for the five trading days before the signing of the binding agreement, that results in the issuance of 20% or more of the ordinary shares or voting power outstanding before such issuance. If HL’s shareholders do not approve the PIPE proposal, Parent will not be permitted to issue the Parent Class A Ordinary Shares sold to the PIPE Investors and will be required to return the subscription amounts currently being held in escrow to the PIPE Investors. If this occurs, Parent may be required to seek additional sources of funding to support its business operations and future plans. See the section of this proxy statement/prospectus titled “The PIPE Proposal” for more information.

  

Risks If the Adjournment Proposal Is Not Approved

 

If the adjournment proposal is not approved, HL’s board of directors will not have the ability to adjourn the annual general meeting to a later date.

 

If, at the annual general meeting, the chairman presiding over the annual general meeting determines that it would be in the best interests of HL to adjourn the annual general meeting to give HL more time to consummate the business combination for whatever reason (such as if the business combination proposals are not approved, HL would have net tangible assets of less than $5,000,001 immediately prior to, or upon the consummation of, the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash or another condition to closing the business combination has not been satisfied), the chairman presiding over the annual general meeting will seek approval to adjourn the annual general meeting to a later date or dates. If the adjournment proposal is not approved, the chairman will not have the ability to adjourn the annual general meeting to a later date. In such event, the business combination would not be completed and, if another business combination is not consummated as permitted by HL’s shareholders, HL will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

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FORWARD-LOOKING STATEMENTS

 

Some of the information in this proxy statement/prospectus constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. However, because HL is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/prospectus. All statements, other than statements of historical facts, included in or incorporated by reference into this proxy statement/prospectus regarding strategy, future operations, future Mergers, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “forecast,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

 

discuss future expectations;

 

contain projections of future results of operations or financial condition; or

 

otherwise include “forward-looking” information.

 

There may be events in the future that HL, Parent and Fusion Fuel are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by HL, Parent or Fusion Fuel in such forward-looking statements, including among other things:

 

the number of HL shareholders voting against the business combination proposals and/or seeking conversion;

  

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

 

the ability to maintain the listing of Parent Class A Ordinary Shares and HL Parent Warrants on a national securities exchange following the business combination;

 

changes adversely affecting the businesses in which Fusion Fuel is engaged;

 

management of growth;

 

general economic conditions, including changes in the credit, debit, securities, financial or capital markets;

 

the impact of COVID-19 or other adverse public health developments on Fusion Fuel’s business and operations;

 

Fusion Fuel’s business strategy and plans; and

 

the result of future financing efforts.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

 

All forward-looking statements included herein attributable to any of Fusion Fuel, HL, Parent or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and the risks and uncertainties set forth in the “Risk Factors” section. Except to the extent required by applicable laws and regulations, Fusion Fuel, HL and Parent undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

 

Before a shareholder grants its proxy or instructs how its vote should be cast, it should be aware that the occurrence of the events described in the “Risk Factors” section and in the risks and uncertainties set forth elsewhere in this proxy statement/prospectus may adversely affect Fusion Fuel, HL and/or Parent.

 

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ANNUAL GENERAL MEETING OF HL SHAREHOLDERS

 

General

 

HL is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the annual general meeting of HL shareholders and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the annual general meeting.

 

Date, Time and Place

 

The annual general meeting of shareholders of HL will be held on December 4, 2020 at 10:00 a.m., local time, at the offices of Graubard Miller, HL’s U.S. counsel, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY 10174, or such other date, time and place to which such meeting may be adjourned or postponed. If you wish to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. See “Questions and Answers about the Proposals – How do I attend the annual general meeting in person?” for more information.

 

Purpose of the Annual General Meeting of Shareholders

 

At the annual general meeting, HL is asking holders of its ordinary shares:

 

to consider and vote upon separate proposals to adopt the Business Combination Agreement and approve the Transactions (the business combination proposals);

 

to elect seven (7) directors to the board of directors of Parent, to serve until their successors are duly elected and qualified (the director proposal);

 

to approve the following material differences between HL’s M&A and Parent’s M&A to be effective upon the consummation of the business combination: (i) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”; (ii) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time; (iii) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares, and (iv) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains (the charter proposals);

 

to approve the PIPE Investment (the PIPE proposal); and

 

to consider and vote upon a proposal to approve, if necessary, an adjournment of the annual general meeting to permit further solicitation and vote of proxies or to otherwise permit HL to consummate the business combination contemplated by the Business Combination Agreement (the adjournment proposal).

 

Recommendation of HL’s Board of Directors

 

HL’s board of directors has determined that the Transactions are fair to and in the best interests of HL and its shareholders, approved the Business Combination Agreement and recommended that shareholders vote “FOR” each of the business combination proposals, “FOR” the director proposal, “FOR” each of the charter proposals, “FOR” the PIPE proposal, and “FOR” an adjournment proposal, if presented.

 

Voting Power; Record Date

 

HL has fixed the close of business on November 4, 2020 as the “record date” for determining HL shareholders entitled to notice of and to attend and vote at the annual general meeting. As of the close of business on the record date, there were 6,558,356 HL ordinary shares outstanding. Each share of HL ordinary shares is entitled to one vote per share at the annual general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

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Quorum; Vote Required

 

A quorum of HL shareholders is necessary to hold a valid meeting of shareholders. The presence of the holders of at least fifty percent (50%) of the shares entitled to vote constitutes a quorum.

 

Each of the proposals presented at the annual general meeting requires approval by a simple majority of shareholders, which is defined in the HL M&A as a majority of those entitled to vote on the resolution and actually voting on the resolution (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).

 

As of November 4, 2020, the record date for the annual general meeting of shareholders, the initial shareholders beneficially owned and were entitled to vote an aggregate of 1,375,000 initial shares that were issued prior to HL’s initial public offering. The initial shares currently constitute approximately 20.96% of the outstanding HL ordinary shares. In connection with the initial public offering, each HL initial shareholder, officer, and director, agreed to vote the initial shares, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. Accordingly, we would need approval from the holders of 1,904,179 shares, or approximately 29.03% of the outstanding HL ordinary shares to approve the business combination proposals. The HL initial shareholders, officers, and directors have also indicated that they intend to vote their ordinary shares of HL in favor of all other proposals being presented by HL management at the meeting.

 

Voting Your Shares

 

If you are a holder of record of HL ordinary shares, there are two ways to vote your HL shares at the annual general meeting:

 

By Mail.  You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by HL’s board, “FOR” all of the proposals in accordance with the recommendation of the HL board of directors. Proxy cards received after a matter has been voted upon at the annual general meeting will not be counted.

 

  In Person.  You may attend the annual general meeting and vote in person using the ballot provided to you at the annual general meeting. If you wish to attend the annual general meeting in person, you must reserve your attendance at least two (2) business days in advance of the annual general meeting by contacting our counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, NY 10174, telephone (212) 818-8800. See “Questions and Answers about the Proposals – How do I attend the annual general meeting in person?” for more information.

 

If you hold your HL ordinary shares in “street name,” you should follow the instructions sent to you by your bank, broker or other nominee in order to vote your shares. If you wish to vote shares held in “street name” in person at the annual general meeting, you must contact their bank, broker or other nominee and request a document called a “legal proxy.” Requesting a legal proxy will automatically cancel any voting directions previously given to such bank, broker or other nominee.

 

If you do not give instructions to such bank, broker or other nominee, such bank, broker or other nominee can vote your HL ordinary shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the NYSE for which your broker or other agent may vote shares held in “street name” in the absence of your voting instructions. On non-discretionary items for which you do not give your broker or other agent instructions, the HL ordinary shares will be treated as broker non-votes. It is anticipated that all proposals other than the adjournment proposal will be non-discretionary items.

 

You may receive more than one set of voting materials. For example, if you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in “street name” in more than one brokerage account, you will receive voting materials for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card you receive and provide instructions on how to vote your shares with respect to each brokerage account for which you receive proxy materials, in order to be sure you cast a vote with respect to all of your HL ordinary shares.

 

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Revoking Your Proxy

 

If you are a holder of record of HL ordinary shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

you may send another proxy card to HL’s secretary with a later date so that it is received prior to the vote at the annual general meeting or attend the annual general meeting in person and vote;

 

you may notify HL’s secretary in writing, prior to the vote at the annual general meeting, that you have revoked your proxy; or

 

you may attend the annual general meeting and vote in person or revoke your proxy in person, although your attendance alone will not revoke any proxy that you have previously given.

 

If you hold your HL ordinary shares in in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee.

 

Who Can Answer Your Questions About Voting Your Shares

 

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your shares, you may call Advantage Proxy, HL’s proxy solicitor, at (877) 870-8565.

 

Conversion Rights

 

Pursuant to HL’s M&A, a holder of public shares may demand that HL convert such shares into cash if the Transactions are consummated. HL is allowing all holders of public shares to exercise conversion rights regardless of whether such holders vote in favor or against the Transactions or do not vote at all or are not holders of record on the record date. Holders of public shares will be entitled to receive for these shares an amount, in cash, equal to their pro rata share of the aggregate amount then on deposit on the trust account less any taxes then due but not yet paid, if they demand that HL convert their shares into cash no later than two business days prior to the close of the vote on the business combination proposals and deliver their shares to HL’s transfer agent no later than two business days prior to the vote at the meeting.

 

HL’s initial shareholders, officers and directors will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly.

 

HL requires public shareholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates to HL’s transfer agent no later than two business days prior to the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the converting holder.

 

Any request to convert such shares once made, may be withdrawn at any time up to the vote on the proposed business combination. Furthermore, if a holder of a public share delivered his certificate in connection with an election of their conversion and subsequently decides prior to the vote on the business combination not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

 

If the Transactions are not approved or completed for any reason, then public shareholders who elected to exercise their conversion rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, HL will promptly return any shares delivered by public holders.

 

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Dissenter’s Rights

 

HL shareholders who do not exercise their conversion rights and who do not consent to the approval of the Transactions may, under certain conditions, become entitled to be paid the “fair value” of their shares in cash, as determined by an appraisal process as set out in the BVI Companies Act, in lieu of the consideration set forth in the Business Combination Agreement. HL shareholders who are considering exercising dissenters’ rights are advised to consult appropriate legal counsel.

 

Under Section 179 of the BVI Companies Act, HL shareholders are entitled to dissent from, and obtain payment of the fair value of their shares in cash in the event the Transactions are consummated, instead of receiving the consideration they would otherwise be entitled to pursuant to the Business Combination Agreement. The following summarizes the material rights of HL shareholders under Section 179 of the BVI Companies Act. The summary below is qualified in its entirety by reference to Section 179 of the BVI Companies Act.

 

For purposes of dissenters’ rights, “fair value” means the value of the shares immediately before the effective date of the Merger.

 

Holders of record of shares who do not consent to the Transactions and who otherwise comply with the applicable statutory procedures will be entitled to dissenters’ rights under Section 179 of the BVI Companies Act. If you choose either to assert your dissenters’ rights or preserve your right to dissent, you should carefully review the requirements under Section 179 of the BVI Companies Act and consult with an attorney. If your shares are held of record in the name of another person, such as a bank, broker or nominee, you must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect whatever dissenters’ rights you may have. Any holder of record must dissent in respect of all shares that it holds in HL.

 

A shareholder wishing to exercise dissenters’ rights must not consent to the approval of the Business Combination Agreement, the Merger or the transactions contemplated thereby. If you elect to exercise your dissenters’ rights, you must not vote any of your shares in favor of the Transactions.

 

This proxy statement/prospectus constitutes notice of the business combination proposals, including the authorization of the Merger. In order to exercise your dissenters’ rights, you must give to HL written objection to the Transactions before the annual general meeting or at the annual general meeting but before the vote in respect of the Transactions.

 

HL shareholders are cautioned that if an HL shareholder initiates an appraisal process, he, she or it may be responsible for a portion of the costs of the appraisal.

 

Proxy Solicitation

 

HL is soliciting proxies on behalf of its board of directors. HL will bear all of the costs of the solicitation.

 

This solicitation is being made by mail but also may be made by telephone or in person. HL and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. HL also has engaged Advantage Proxy, Inc. to assist in the proxy solicitation process. HL will pay that firm a fee of $5,500 plus disbursements for such services at the closing of the proposed business combination.

 

HL will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. HL will reimburse them for their reasonable expenses.

 

Other Matters

 

As of the date of this proxy statement/prospectus, the HL board of directors does not know of any business to be presented at the annual general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the annual general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

 

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THE BUSINESS COMBINATION PROPOSALS

 

The discussion in this proxy statement/prospectus of the Transactions and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus.

 

General

 

Structure of the Transactions

 

Pursuant to the Business Combination Agreement, Fusion Fuel and HL will enter into a business combination transaction by means of (i) the Merger, pursuant to which Merger Sub will merge with and into HL, with HL being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company and (ii) immediately thereafter, the Share Exchange, pursuant to which Parent will purchase all of the issued and outstanding shares of Fusion Fuel from the Fusion Fuel Shareholders. As a result of the Transactions, Fusion Fuel and HL will become wholly owned subsidiaries of Parent and the securityholders of Fusion Fuel and HL will become the securityholders of Parent.

 

The Merger: Consideration to HL Securityholders

 

The first in the series of Transactions that comprises the business combination is the Merger, pursuant to which Merger Sub will merge with and into HL, with HL surviving and becoming a wholly-owned subsidiary of Parent.

 

Upon consummation of the Merger, (i) each HL ordinary share outstanding on the closing date will be converted into one Parent Class A Ordinary Share, except that holders of HL ordinary shares sold in HL’s initial public offering will be entitled to elect instead to receive a pro rata portion of HL’s trust account, as provided in HL’s M&A, (ii) each outstanding right of HL will be exchanged for one-tenth of one ordinary share of HL immediately prior to the effective time of the Merger, and each such ordinary share of HL will be converted into one Parent Class A Ordinary Share, and (iii) each outstanding warrant of HL will remain outstanding and will automatically be adjusted to become an HL Parent Warrant, entitling the holder to purchase one Parent Class A Ordinary Share at a price of $11.50 per share.

 

As a result of the Merger and the exchange of HL securities for securities of Parent, the rights of HL securityholders will change in material ways. See the section of this proxy statement/prospectus titled “Comparison of Corporate Governance and Shareholder Rights” for a description of the differences between the provisions of the BVI Companies Act applicable to HL and the Irish Companies Act applicable to Parent.

 

The Share Exchange: Consideration to Fusion Fuel Shareholders

 

Immediately after the consummation of the Merger, Parent will conduct the Share Exchange. Upon consummation of the Share Exchange, the Fusion Fuel Shareholders holding ordinary shares will receive their pro rata portion of an aggregate of 2,125,000 Parent Class B Ordinary Shares and warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares.

 

The Fusion Fuel Shareholders holding Class A shares of Fusion Fuel also will have the right to receive their pro rata portion of up to an aggregate of 1,137,000 Parent Class A Ordinary Shares and warrants to purchase up to an aggregate of 1,137,000 Parent Class A Ordinary Shares upon the signing of agreements for the production and supply by Fusion Fuel or its affiliates of green hydrogen to certain purchasers (or, in the case of the first of such agreements, certain milestones with respect to performance under the agreement) prior to June 30, 2022. The total number of shares and warrants earnable for each such production agreement will be equal to twenty percent of the net present value of the agreement divided by €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share.

 

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The parties agreed to a list of “qualifying counterparties” for purposes of the earnout, which list may be amended or modified by mutual consent prior to the closing. The aggregate number of Parent Class A Ordinary Shares and warrants to purchase Parent Class A Ordinary Shares earnable with respect to each project with a qualifying counterparty is equal to the quotient of (i) twenty percent (20%) of the net present value of the production agreement divided by (ii) €10.73, representing the aggregate agreed value of one Parent Class A Ordinary Share and one warrant to purchase one Parent Class A Ordinary Share. The “net present value” of a production agreement is equal to (x) the sum of the projected unlevered free cash flows of the project each year, using a discount rate of seven percent (7%), less (y) the projected initial investment for the project, assuming a two percent (2%) management fee and no contingency.

 

The milestones, and shares earnable, with respect to performance under the first production agreement are as follows: (i) two-fifths of the contingent consideration earnable for the first production agreement will be paid upon the signing of the production agreement; (ii) one-fifth of the contingent consideration earnable for the first production agreement will be paid upon commencement of operations under the production agreement; and (iv) two-fifths of the contingent consideration earnable for the first production agreement will be paid after ninety days of operation at ninety-five percent (95%) of nameplate capacity. For each subsequent production agreement, all contingent consideration earnable for such agreement will be paid when such agreement is signed.

 

The aggregate contingent consideration issuable to the Fusion Fuel Shareholders who hold Class A shares of Fusion Fuel will not exceed 1,137,000 Parent Class A Ordinary Shares and 1,137,000 warrants to purchase Parent Class A Ordinary Shares, which represents an aggregate of €61 million of net present value.

 

Pro Forma Ownership

 

Upon the closing of the Transactions, Parent will adopt a dual class structure for its ordinary shares – the Parent Class A Ordinary Shares and Parent Class B Ordinary Shares will each receive one vote per share, but the Parent Class B Ordinary Shares will enjoy certain protective provisions, which are explained more fully elsewhere in this proxy statement/prospectus. We estimate that, as a result of the Transactions, (i) assuming that no HL shareholders elect to convert their public shares into cash in connection with the Transactions as permitted HL’s M&A, (ii) after giving effect to the forfeiture of an aggregate of 125,000 HL ordinary shares pursuant to the Sponsor Agreement, (iii) after giving effect to the exchange of the Unit Purchase Options for the issuance of 50,000 HL ordinary shares pursuant to the UPO Exchange Agreement, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares at the Closing, (iv) after giving effect to the 2,450,000 Parent Class A Ordinary Shares to be issued in the PIPE Investment, and (v) without taking into effect any Parent Class A Ordinary Shares issuable upon the exercise of HL Parent Warrants or warrants issued to the Fusion Fuel Shareholders in the Transactions, any Parent Class A Ordinary Shares or warrants which may be issued to the Fusion Fuel Shareholders as contingent consideration, or any securities which may be issued in any other financing, the current shareholders of HL will own approximately 60.6% of the voting power of the Parent Ordinary Shares outstanding, the Fusion Fuel Shareholders will own approximately 18.3% of the voting power of the Parent Ordinary Shares outstanding, and the PIPE Investors will hold approximately 21.1% of the voting power of the Parent Ordinary Shares outstanding. If all of the HL public shares are converted into cash, such percentages will be approximately 29.8%, 32.6%, and 37.6%, respectively.

 

Related Agreements or Arrangements

 

Sponsor Agreement

 

Prior to the closing of the Business Combination Agreement, the Sponsors and, in the discretion of HL’s chief executive officer, certain other initial shareholders, will enter into the Sponsor Agreement, pursuant to which they will forfeit an aggregate of 125,000 HL ordinary shares and 125,000 warrants of HL upon the consummation of the Transactions.

 

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UPO Exchange Agreement

 

EBC, on behalf of itself and the other holders of Unit Purchase Options, shall enter into the UPO Exchange Agreement, pursuant to which the outstanding Unit Purchase Options of HL will be exchanged for an aggregate of 50,000 HL ordinary shares, which HL ordinary shares shall be automatically converted into an aggregate of 50,000 Parent Class A Ordinary Shares upon the consummation of the Transactions.

 

Registration Rights Agreement

 

Prior to the closing, Parent will enter into the Registration Rights Agreement with the HL initial shareholders, Fusion Fuel Shareholders, and Parent directors, which amends and restates HL’s existing registration rights agreement to provide that (i) the Fusion Fuel Shareholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of 1933, as amended (“Securities Act”), of the Parent Class A Ordinary Shares held by the Fusion Fuel Shareholders (including the Parent Class A Ordinary Shares issuable upon the conversion of Parent Class B Ordinary Shares issued to the Fusion Fuel Shareholders), and the warrants to purchase Parent Class A Ordinary Shares and Parent Class A Ordinary Shares underlying such warrants to be held by the Fusion Fuel Shareholders, and any Parent Class A Ordinary Shares and warrants which may be issued as contingent consideration (as well as the Parent Class A Ordinary Shares underlying such warrants issued as contingent consideration) and (ii) the Parent securities held by the HL initial shareholders will have the same registration rights that they currently have.

 

Amended Stock Escrow Agreement

 

Prior to the closing, Parent, HL, the initial shareholders, and Continental will enter into an amended and restated stock escrow agreement (“Amended Stock Escrow Agreement”), pursuant to which Parent will become a party to the existing stock escrow agreement and all references to HL ordinary shares will be revised to become references to Parent Class A Ordinary Shares. The purpose of the Amended Stock Escrow Agreement is to ensure that the Parent Class A Ordinary Shares received by the initial shareholders in the Merger will remain subject to the escrow restrictions as set forth in the existing stock escrow agreement entered into by such persons in connection with HL’s initial public offering.

 

Amended Warrant Agreement

 

Prior to the closing, Parent, HL, and Continental will enter into a novation agreement (“Novation Agreement”), pursuant to which Parent will assume by way of novation all of the liabilities, duties, and obligations of HL under and in respect of the warrant agreement, and an amended and restated warrant agreement (“Amended Warrant Agreement”), pursuant to which all references to HL warrants will be revised to become references to warrants of Parent and the warrants of Parent to be issued to the Fusion Fuel Shareholders, including as contingent consideration, shall be covered.

 

Headquarters; Trading Symbol

 

After completion of the Transactions:

 

  the corporate headquarters and principal executive offices of Parent will be located at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland; and

 

if Parent’s application for listing is approved, the Parent Class A Ordinary Shares and HL Parent Warrants will be traded on Nasdaq under the symbols “HTOO” and “HTOOW”, respectively.

 

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Background of the Transactions

 

On July 2, 2018, HL consummated its initial public offering and simultaneous private placement of securities. Prior to the consummation of the initial public offering, neither HL, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with HL. After the initial public offering, HL conducted an active search for potential target companies with the objective of consummating a business combination. Management and board members of HL contacted, and were contacted by, individuals and entities with respect to acquisition and merger opportunities, including companies and financial advisors both within and outside the energy industry, including oil production, refining, logistics and distribution, eCommerce, and consumer goods. HL compiled a pipeline of high priority potential targets and continuously updated this pipeline to reflect new information as it emerged. This pipeline was shared with the HL board of directors on a periodic basis.

 

Specifically, the management of HL:

 

Identified, evaluated and contacted approximately 25 potential acquisition and merger targets, including Fusion Fuel;

 

Conducted extensive business and financial due diligence or had meaningful engagements with management, board members, advisers and representatives, including meetings and conference calls to discuss potential business combinations, of seven potential acquisition targets, including Fusion Fuel;

 

Reached a businessman’s understanding that did not ultimately result in the execution of a definitive merger agreement with one target, and provided an initial non-binding indication of interest to two potential acquisition targets (other than Fusion Fuel); and

 

On December 17, 2019, entered into a definitive Sale and Purchase Agreement with Sila Energy Holdings Limited, an affiliate of Ajay Khandelwal, a director of HL, to purchase all of the outstanding equity interests of Chi Energie (Singapore) Pte. Ltd. Such agreement was terminated on March 30, 2020 due to extraordinary market conditions in Chi’s intended industry caused by the COVID-19 pandemic.

 

HL reviewed the potential acquisition targets using the criteria discussed below. This criteria included both established businesses with proven track records, experienced management teams and strong competitive positions with, or with the potential for, revenue and earnings growth and attractive free cash flow generation, as well as disruptive or emerging businesses with significant potential for long term growth. HL focused on sectors and companies that management believed would benefit from being a publicly traded company.

 

Description of negotiation process with candidates other than Fusion Fuel:

 

Immediately after the closing of its initial public offering, HL began discussions with several target companies and moved quickly to in-depth meetings and diligence with Company A, an energy infrastructure development company that had agreed to form a joint venture with a large oil refiner. The joint venture was to develop and operate a residue oil conversion complex (ROCC) upgrader co-located with one of the refiner’s oil refineries. Between July 5, 2018 and August 9, 2018, HL management conducted diligence on the opportunity with the assistance of an advisor with expertise in the refinery industry, including both a financial evaluation and engineering analysis of the opportunity. After discussing internally, HL decided that Company A did not represent the best opportunity for a successful business combination due to the project risk, the complexity of the transaction, and the long lead time to cash flows.

 

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On September 5, 2018, HL commenced discussions with the chief financial officer of Company B, a publicly traded company operating in the offshore oil services sector. Company B’s chief executive officer and chief financial officer had a long-standing relationship with Jeffrey Schwarz, HL’s chief executive officer, and Rune Magnus Lundetrae, one of HL’s independent directors. On October 12, 2018, Jeffrey Schwarz and Ben Schwarz, HL’s vice president of business development, met with the chief executive officer of Company B at HL’s offices in Manhattan. Discussions revolved around the possible merger of HL with Company B’s 67% owned subsidiary, which operated in the offshore exploration and production business. HL commenced negotiations with Company B on October 14, 2018. Ongoing conversations included a meeting between Jeffrey Schwarz and the executive team of Company B at Company B’s offices in Amsterdam on December 18, 2018. HL executed a confidentiality agreement with Company B on January 14, 2019, and on January 16, 2019, HL retained Pareto Securities to act as financial advisor. Negotiations continued during March and into early April and on April 8, 2019, the terms of a businessman’s deal were agreed, along with the decision to immediately commence the drafting of a definitive merger agreement. On May 3, 2019, HL management and the chief financial officer of Company B met with the leadership of EBC, the underwriter of HL’s initial public offering, to discuss the mechanics of the “de-SPAC-ing process.” However, on May 14, 2019, Jeffrey Schwarz was informed by the chief executive officer of Company B that it would instead independently pursue an initial public offering of the aforementioned subsidiary.

 

On September 21, 2018, Jeffrey Schwarz spoke with the chief financial officer of Company C, a large, publicly traded shipping company, with a wholly-owned subsidiary operating in the small-scale LNG logistics and distribution space, which HL considered to be a high-priority sector of opportunity. Subsequent conversations took place between Mr. Schwarz and the Company C chief financial officer and with a board member of the Company C subsidiary. Discussions revolved around the potential for a merger between HL and the aforementioned subsidiary to fund the subsidiary’s growth initiatives. Ultimately, in a conversation with the chief executive officer of Company C, Mr. Schwarz was informed that Company C would instead raise capital for the subsidiary from two strategic corporate partners.

 

On May 7, 2019, Ben Schwarz held an introductory conference call with an M&A advisor retained by Company D, a social eCommerce platform. HL executed a nondisclosure agreement with Company D on May 9, 2019 to begin formal due diligence. On July 17, 2019, Jeffrey Schwarz and Ben Schwarz met with the management team of Company D at the Mandarin Oriental in New York City, where Company D’s business plan, financials, and emerging products strategy were discussed. HL then retained advisors with expertise in the eCommerce space to help conduct due diligence. During the balance of July and August, HL and its advisors engaged in ongoing discussions with Company D and its M&A advisor. On August 28, 2019, HL and its advisors met with the management of Company D at HL’s offices. On August 31, 2019, HL was informed that Company D had signed a letter of intent to merge with another SPAC.

 

During the spring of 2019, Jeffrey Schwarz held informal conversations with an independent director of Company E, a private company operating in the water filtration industry. Mr. Schwarz is a minority shareholder of Company E and had a long-standing relationship with the director and with Company E. On April 30, 2019, HL executed a confidentiality agreement with Company E and on May 31, 2019, HL received a due diligence package from Company E, including audited financial statements and financial projections. On June 3, 2019, Messrs. Schwarz spoke with the chief executive officer and the independent director of Company E. On June 20, 2019, Ben Schwarz met with the chief financial officer of Company E at HL’s offices to review the company’s financial statements and discuss a potential merger structure. Further conversations between Jeffrey Schwarz and the chief executive officer of Company E took place on July 2, and July 4, 2019. On August 12, 2019, Messrs. Schwarz again spoke to the independent director of Company E. On August 17, 2019, at an in-person meeting in New York with the chief executive officer of Company E, Mr. Schwarz made an indicative, non-binding proposal for a merger between HL and Company E. On August 26, 2019, HL was informed by the chief executive officer of Company E that it planned to remain private and pursue a minority investment from a private equity firm.

 

On July 11, 2019, HL began discussions with Company F, a direct-to-consumer subscription grocery business. HL was introduced to Company F by one of Company F’s founding shareholders, who also serves as an advisor to Jeffrey Schwarz. On July 12, 2019, Messrs. Schwarz held a conference call with the chief executive officer of Company F to discuss the business plan and a potential merger structure. On July 17, 2019, HL received a due diligence package from Company F, which included monthly profit and loss statements and customer retention metrics. Ben Schwarz met with the chief executive officer of Company F at its headquarters on July 30, 2019, to complete the diligence process. After consideration, HL decided not to pursue the transaction because Company F’s prospects remained too uncertain to be appropriate for a public company.

 

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During the spring of 2019, Ajay Khandelwal, who is an independent director and shareholder of HL and the Founder/CEO of Chi Energie (Singapore) Pte. Ltd. (“Chi Energie”) and an affiliate of Sila Energy Holding Limited (“Sila”), the primary shareholder of Chi Energie, discussed with Jeffrey Schwarz, on an informal basis, a project in Oman that Chi Energie was pursuing in conjunction with a local partner, Golden Dunes International LLC. The project, which entailed the purchase of natural gas under a gas allocation received from the Omani Ministry of Oil and Gas, the liquefaction of that gas and the delivery of it to end users within Oman, fit many of the characteristics that HL was searching for in a potential business combination target. As importantly, the Oman project had the potential to serve as a platform to build a major small-scale liquefied natural gas logistics and distribution business, previously identified by the leadership of HL as a high priority sector of opportunity. On April 13, 2019, HL executed a nondisclosure agreement with Chi Energie to begin formal discussions, and from April through September 2019, HL conducted financial, legal, and business due diligence of Chi Energie. Throughout September, October, and November, HL and Chi Energie negotiated a business combination.

 

On December 17, 2019, HL entered into a Sale and Purchase Agreement with Chi Energie and Sila, which provided for, among other things, HL to redomesticate in Singapore and purchase all of the outstanding equity interests of Chi Energie in exchange for 775,000 ordinary shares of HL, three-year warrants to purchase 3,000,000 ordinary shares of HL at an exercise price of $10.33 per share, and three-year warrants to purchase 4,000,000 ordinary shares of HL at an exercise price of $15.00 per share. Additionally, (i) the Sponsors agreed to forfeit 200,000 ordinary shares of HL in exchange for the issuance of warrants to purchase 600,000 ordinary shares of HL at an exercise price of $10.33 per share, and to forfeit an aggregate of up to 579,364 ordinary shares of HL, with the number of shares to be forfeited to be determined based on the amount of cash remaining in HL’s trust account after consummation of the business combination (with half of the shares forfeited to be cancelled and the other half of such shares to be transferred to Sila), (ii) EBC agreed, behalf of itself and the other holders of Unit Purchase Options, to exchange the Unit Purchase Options for 50,000 ordinary shares of HL at the closing of the business combination, and (iii) upon the approval of the holders of HL’s outstanding warrants, HL would enter into a warrant amendment agreement pursuant to which each outstanding warrant would represent the right to receive 0.1 of an ordinary share of HL on the closing date, rather than being exercisable to purchase one ordinary share of HL. The Sale and Purchase Agreement also provided for mutual indemnification by Sila and HL for breaches of their respective representations, warranties and covenants, with a $2.5 million threshold for indemnification claims but reimbursement from the first dollar after the threshold is met. To provide a source of funds for Sila’s indemnification of HL, 116,250 of the HL ordinary shares to be issued to Sila would have been deposited into escrow, and to provide a source of funds for HL’s indemnification of Sila, HL agreed to reserve for issuance an additional 116,250 ordinary shares of HL. The Sale and Purchase Agreement included customary representations, warranties, covenants, and conditions, including the condition that HL have at least $39,000,000 in cash, net of disbursements to HL public shareholders who elect to have their ordinary shares converted to cash, and together with any funds raised by or for the benefit of HL in financings prior to the closing.

 

On March 30, 2020, HL and Sila mutually agreed to terminate the Sale and Purchase Agreement and, in connection with the termination, each party released the other from all potential claims relating to the Sale and Purchase Agreement. The parties determined to terminate the Purchase Agreement due to the current extraordinary market conditions surrounding the industry in which Chi Energie is intending to operate and not as a result of any change in the parties’ belief in Chi Energie’s ultimate success.

 

On April 7, 2020, HL signed a letter of intent with Company G, a private company that owned a portfolio of real estate transfer fee rights. During April 2020, HL conducted business and financial due diligence of Company G, including presentations from senior management of Company G on April 13, 2020 and again on April 20, 2020. HL ultimately determined that the potential business combination with Fusion Fuel provided a better value proposition for HL’s shareholders than a potential business combination with Company G, and, accordingly, HL focused its efforts on the negotiation of the Business Combination Agreement with Fusion Fuel.

 

Description of negotiation with Fusion Fuel:

 

On November 20, 2019, Ben Schwarz was approached by Bruno Knudsen Hansen regarding an investment opportunity with a company in Portugal by which he had been retained to provide M&A advisory services. Mr. Schwarz explained that HL was on the verge of signing a definitive merger agreement with another business, but that he was interested in exploring potential opportunities for the Schwarz Family Investment Office. On November 22, 2019, Mr. Schwarz had a conversation with João Teixeira Wahnon, the Head of Business Development of Fusion Fuel, regarding the business opportunity and the potential for the Schwarz family to invest and work together with Fusion Fuel to identify potential co-investors.

 

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The opportunity entailed the production of hydrogen through Fusion Fuel’s proprietary technology—a novel electrolyzer—and the signing of long-term Hydrogen Purchase Agreements (HPAs) with end users in the industrial and power sectors in Europe. Mr. Wahnon was also interested in raising equity financing for three solar projects being developed by Fusion Fuel’s sister company, MagP, for which it had secured attractive feed-in tariffs from the Portuguese government. Mr. Schwarz viewed this as an interesting opportunity to get in “on the ground floor” of the decarbonization movement in Europe, while simultaneously securing attractive returns on the fixed-income solar projects.

 

On November 30, 2019, Metropolitan Capital Advisors II, an investment firm affiliated with the Schwarz family, executed a nondisclosure agreement with Fusion Fuel to facilitate the evaluation of the investment case, and on December 2, 2019, Messrs. Schwarz and Schwarz received the investment presentation for Fusion Fuel, outlining Fusion Fuel’s technology, addressable market, growth strategy, and financial projections. As part of the due diligence process, Messrs. Schwarz and Schwarz engaged Tom Sisto, Founder and CEO of XL Batteries, a novel energy storage startup, to evaluate the technology. Messrs. Schwarz and Schwarz also initiated conversations with institutional investors with previous exposure to solar projects in the Iberian Peninsula.

 

On March 30, 2020, HL and Chi Energie, its intended merger partner, agreed to mutually terminate the merger agreement, as discussed in more detail above. Messrs. Schwarz and Schwarz then held a conference call with João Teixeira Wahnon and Bruno Knudsen Hansen to discuss the potential to pursue a transaction through HL.

 

On March 31, 2020, HL held a conference call with the management of Fusion Fuel, along with Rune Magnus Lundetrae, an independent director of HL, and Michael Webber, Managing Partner of Webber Research & Advisory LLC. Following that meeting, management of Fusion Fuel and HL exchanged financial models, and HL engaged Mr. Webber to review the financial projections and perform initial due diligence on the market opportunity for green hydrogen.

 

Between April 3, 2020 and April 10, 2020, management of HL and Fusion Fuel held multiple meetings, and exchanged multiple emails, discussing the benefits of a potential transaction as well as various concerns voiced by the shareholders of Fusion Fuel. Chief among the concerns expressed by Fusion Fuel was the fact that Fusion Fuel was engaged in discussions around business opportunities, in various stages of development, which had the potential to create substantial value for Fusion Fuel and the Fusion Fuel shareholders wanted the negotiations over price to reflect that potential value. In order to try to bridge the bid and ask positions, the concept of an earnout was proposed. The Fusion Fuel shareholders would not accept less than €35,000,000. Based on HL’s financial analysis of the potential of certain business opportunities which Fusion Fuel had under discussion, HL management ascribed a net present value (“NPV”) to those opportunities at €61,000,000, based on Fusion Fuel’s cash flow projections. HL proposed that, on up to €61,000,000 of NPV derived from business opportunities which were under discussion through the time of the closing, 20% of that NPV or €12,200,000 could be earned by Fusion Fuel shareholders. The balance of the agreed €35,000,000 purchase price would be payable at closing. The parties agreed that the consideration payable at closing would be paid in an equal number of ordinary shares and warrants. Each ordinary share was valued at $10.60 per share, which was HL management’s estimate of what the per share redemption price of HL’s public shares would be in connection with the shareholder meeting to approve the business combination, based on the amount in trust and interest rates then existing. Each warrant was valued at $1.00 per warrant, which was the price that HL initial shareholders paid at the time of the initial public offering for warrants identical to the warrants to be issued to the Fusion Fuel shareholders. A package of 1 ordinary share and 1 warrant therefore had an agreed value of $11.60, which was then converted into euros at the prevailing exchange rate, resulting in an agreed value of a package of 1 ordinary share and 1 warrant of €10.73. On April 11, 2020, HL and Fusion Fuel reached an agreement in principle for a business combination on the aforementioned terms which provided for the issuance to Fusion Fuel at closing of 2,125,000 ordinary shares of HL and warrants to purchase 2,125,000 ordinary shares of HL. The agreement also provided for the potential issuance of an additional 1,137,000 ordinary shares and warrants to purchase 1,137,000 ordinary shares upon the achievement of certain earnout targets based on the execution of value-accretive Hydrogen Purchase Agreements. The agreement in principle also included the forfeiture by certain HL insiders of an aggregate of 125,000 ordinary shares and 125,000 warrants and the exchange of existing Unit Purchase Options for an aggregate of 50,000 ordinary shares. It was also agreed that the board of directors of the combined company would be composed of four directors nominated by Fusion Fuel and three nominated by HL.

 

On April 12, 2020, HL engaged Graubard Miller to commence a legal due diligence review of Fusion Fuel and to prepare a non-binding letter of intent (“LOI”). An LOI reflecting the terms of the agreement in principle was executed by HL and Fusion Fuel on April 15, 2020. The LOI provided for a 45-day exclusivity period, during which time neither Fusion Fuel nor its equity holders, officers, directors, representatives, or affiliates would be permitted to solicit an alternate transaction. On April 24, 2020, HL and Fusion Fuel entered into an amended and restated LOI which extended the exclusivity period to September 30, 2020.

 

On April 24, 2020, HL delivered a first draft of a definitive merger agreement to Fusion Fuel and its representatives. The initial draft provided for the creation of a new Portuguese entity, with each of HL and Fusion Fuel becoming wholly-owned subsidiaries of the new parent.

 

HL’s diligence efforts continued with a primary focus on the technology and the status of the projects which underpinned the financial projections. Discussions among the parties also led to an agreement that the transaction would have a closing condition of a minimum of €22,800,000 remaining in the HL trust fund subsequent to any redemptions from the trust. This amount was agreed among the parties as it was determined to be the minimum which would allow Fusion Fuel to execute on its business plan, which included the development of Portugal’s first green hydrogen farm and expansion of hydrogen generator production capacity.

 

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On May 7, 2020, the board of HL met to discuss the potential business combination with Fusion Fuel. Mr. Wahnon, Mr. Silva, and Mr. Figueira de Chaves joined the meeting to make a presentation to the board on the hydrogen market opportunity, Fusion Fuel’s business plan, and financial projections. Following a question and answer period, during which the HL board members asked questions focusing on Fusion Fuel’s proprietary technology and its business strategy, the principals of Fusion Fuel left the meeting. Mr. Webber then delivered his analysis of the opportunity. The board discussed Fusion Fuel’s business in detail, including the benefits of Fusion Fuel’s existing commercial footprint and exclusive supplier relationship with MagP, along with several potential risks relevant to the business, including the fact that Fusion Fuel’s project pipeline was still in varying stages of development. After discussion, the board authorized management and its legal advisors to continue negotiations with Fusion Fuel. HL’s board also asked Ajay Khandelwal, one of its independent directors who has both knowledge of the hydrogen sector and extensive experience in project development and execution, to perform additional due diligence on technical aspects of the Fusion Fuel business and the risks thereof and report back to the full board.

 

On May 12, 2020, Messrs. Schwarz and Schwarz held a follow-up meeting with Mr. Khandelwal, Mr. Webber, and the principals of Fusion Fuel, to discuss in greater detail the project timeline, key milestones, technical challenges, and commercial progress to date. Representatives of EarlyBirdCapital also joined the meeting to offer a capital markets perspective of the proposed transaction. On May 14, 2020, HL executed a non-disclosure agreement with Fusion Fuel.

 

On May 15, 2020, HL engaged Webber Research & Advisory LLC to provide the board with a financial valuation of Fusion Fuel to determine whether Fusion Fuel had an aggregate fair market value of at least 80% of the assets held in the HL trust account, as required by Nasdaq rules.

 

Also on May 15, 2020, Fusion Fuel’s legal counsel, David Feinberg of Feinberg Hanson, and Vicente Falcão e Cunha of LisbonLaw, provided comments on the merger agreement. Fusion Fuel’s counsel noted that statutory mergers are disfavored in Portugal due to a complicated regulatory scheme, and proposed changing the transaction structure to a stock purchase by HL. Fusion Fuel also proposed that the Fusion Fuel shareholders be granted super voting stock, made the indemnification provisions mutual, limited the indemnification escrow to a percentage of the shares to be issued to Fusion Fuel shareholders at closing rather than shares and warrants, and calculated the minimum cash condition after the payment of certain expenses. No changes were proposed to the previously agreed consideration to be received by Fusion Fuel.

 

Between May 15, 2020 and May 19, 2020, Messrs. Schwarz and Schwarz and HL’s counsel, Graubard Miller, and Messrs. Wahnon and Figueira de Chaves and Fusion Fuel’s counsel, Feinberg Hanson, negotiated various corporate governance issues including control over the board of directors rather than Fusion Fuel receiving super-voting shares. Ultimately, it was agreed that the successor company would have a staggered board of directors and two classes of ordinary shares with identical voting rights, but with the class to be received by the Fusion Fuel shareholders possessing certain protective provisions for a finite period of time which would require approval by the holders of that class of certain major transactions.

 

On May 22, 2020, a revised draft of the agreement which changed the transaction structure from a merger to a business combination was circulated by Graubard Miller, which provided for the creation of a Portuguese parent company, the merger of a subsidiary of the parent with HL, and a share exchange between the parent and Fusion Fuel. The economics of the transaction did not change, although the revised draft provided that the shares to be received by the Fusion Fuel shareholders at closing would be Class B ordinary shares (such Class B ordinary shares to contain the protective provisions previously agreed by the parties) and Class A ordinary shares and warrants in the earnout. All warrants to be received by Fusion Fuel shareholders, both at closing and in the earnout, would be exercisable for the purchase of Class A ordinary shares. HL shareholders would receive Class A ordinary shares, and the existing HL warrants would become exercisable for the purchase of Class A ordinary shares.

 

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On May 27, 2020, the board of HL reconvened, with Mr. Webber, Greg Drechsler and Jeffrey M. Gallant, a partner at Graubard Miller, joining. Prior to the meeting, the board was provided with a copy of the most recent draft as of such date of the Business Combination Agreement. At the meeting, Mr. Khandelwal presented the outcome of his diligence conversations with the Fusion Fuel team, as well as his analysis of the timeline of Fusion Fuel’s Evora project. The board discussed various risks relating to the Evora project, including the possibility of delays and the need for third party validation of Fusion Fuel’s methods and the need to ensure support of the project from the Portuguese government. Mr. Webber then presented his preliminary findings on the valuation assignment, indicating his confidence that Fusion Fuel satisfied the 80% test. Mr. Gallant then delivered an update on the status of the business combination. He noted that significant progress had been made and that management was continuing to address select open items, including tax and accounting treatment of the proposed transaction structure, the representations and warranties of the parties and the disclosure schedules. Mr. Schwarz advised that he believed that the current state of the Business Combination Agreement was one that he believed sufficiently secured the interests of HL shareholders that he could recommend its approval by the board. HL’s board then deliberated and voted unanimously to authorize Jeffrey Schwarz to enter into the business combination with Fusion Fuel, with a signing of the Business Combination Agreement conditioned upon the satisfaction of a few remaining open items, and assuming no substantive changes thereunder.

 

During the week of June 1, 2020, it was determined by Portuguese counsel that Portuguese law does not allow consideration in a merger to be received by anyone who is not a direct party to the merger. Representatives of Graubard Miller and Feinberg Hanson proceeded to exchange calls and emails to discuss how to restructure the transaction in an efficient manner. It was decided that a newly formed Irish company would serve as the parent to a newly formed British Virgin Island subsidiary which would merge with and into HL. Additionally, the Irish parent would engage in a share exchange with the shareholders of Fusion Fuel, acquiring 100% of the equity interests of Fusion Fuel. Connor Manning, a Partner at Arthur Cox, was engaged by both HL and Fusion Fuel to provide advice from an Irish law perspective.

 

On June 6, 2020, HL and Fusion Fuel entered into the Business Combination Agreement. On June 8, 2020, HL issued a press release announcing the execution of the Business Combination Agreement and summarizing some of the salient terms thereof. Also on June 8, 2020, HL filed a Current Report on Form 8-K, which included the press release, an investor presentation, and the Business Combination Agreement as exhibits.

 

On June 24, 2020, Webber Research & Advisory formally delivered its valuation of the Fusion Fuel business, demonstrating that the fair market value of the Fusion Fuel business exceeded 80% of the assets held in the HL trust fund.

 

On July 2, 2020, HL held a shareholder meeting to extend the date by which it had to consummate an initial business combination. At the meeting, HL’s shareholders approved extending the date by which HL must complete a business combination transaction to October 2, 2020, and in connection therewith, an aggregate of 500 shares were converted for their pro rata portion of HL’s trust account balance at a conversion price of approximately $10.56 per share, for an aggregate conversion amount of $5,282.

 

On August 25, 2020, the parties to the Business Combination Agreement entered into the Amended and Restated Business Combination Agreement, pursuant to which the Business Combination Agreement was amended and restated in its entirety to, among other things: (i) provide a waiver by HL to allow Fusion Fuel to amend its articles of association in order to create and issue a new class of shares (the Class A shares), (ii) provide that the contingent consideration, if issuable, will be issued to holders of Fusion Fuel’s Class A shares rather than holders of Fusion Fuel ordinary shares, and to make other related changes, (iii) remove the financing condition in the earnout and reallocate the contingent consideration earnable among the remaining earnout conditions, (iv) remove the condition to closing that HL have at least €22,800,000 in cash, net of disbursements to HL public shareholders who elect to have their ordinary shares converted to cash and certain agreed expenses, (v) add a condition to closing that Parent receive an aggregate of no less than $25,122,500 in escrow pursuant to subscription agreements entered into with the PIPE Investors, and (vi) provide that Parent shall be required to adopt an incentive equity plan and file a registration statement on Form S-8 with respect to such plan within 6 months of the closing and not prior to closing.

 

On October 2, 2020, HL’s shareholders approved a further extension to extend the date by which HL must complete its initial business combination from October 2, 2020 to January 2, 2021. The number of ordinary shares presented for conversion in connection with the second extension amendment was 2,395. HL paid cash in the aggregate amount of approximately $25,309, or approximately $10.57 per share, to converting shareholders. After such withdrawal, HL had an aggregate of approximately $53.84 million in its trust account, or approximately $10.57 per public share. Notwithstanding shareholder approval of the extension of time, HL intends to consummate the Transactions as soon as practicable and will not use the full amount of time through January 2, 2021 to consummate the Transactions unless necessary.

 

HL’s Board of Directors’ Reasons for Approval of the Transactions

 

In evaluating the business combination, HL’s board of directors consulted with HL’s management and legal and financial advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Business Combination Agreement, including the proposed Transactions, are advisable, fair to, and in the best interests of HL and its shareholders and (ii) to recommend that shareholders adopt and approve the Business Combination Agreement and approve the Transactions, HL’s board considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, the HL board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The HL board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

 

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In approving the Transactions, the HL board engaged Webber Research to conduct a financial analysis of Fusion Fuel. Webber Research advised that its analysis indicated that Fusion Fuel had a fair market value equal to at least 80% of the balance of funds in HL’s trust account. Webber Research will receive a fee of $75,000 for performing the valuation, payable upon the consummation of the Transactions.

 

The HL board determined not to obtain a fairness opinion. The officers and directors of HL have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the hydrocarbon logistics and processing industry, the oil and gas industry, and the renewable energy industry, and concluded that their experience and backgrounds, together with the experience and sector expertise of HL’s Board of Directors and financial advisors, including Webber Research and EBC, enabled them to make the necessary analyses and determinations regarding the business combination with Fusion Fuel. In addition, HL’s officers and directors and HL’s advisors have substantial experience with mergers and acquisitions.

 

In considering the business combination, the HL board of directors gave considerable weight to the following factors:

 

  Fusion Fuel’s proprietary technology – HL believes that Fusion Fuel’s novel micro-electrolyzer technology will enable Fusion Fuel to produce green hydrogen at costs that are competitive with brown hydrogen, and well below the current cost of green hydrogen produced via conventional electrolysis.

 

Fusion Fuel’s robust growth prospects and early-mover advantage – HL believes that, as one of the first examples of the use of concentrated photovoltaic (CPV) technology to produce green hydrogen, Fusion Fuel’s efforts in Portugal can serve as both a template for future projects in similar markets, and as a platform for efficiently implementing and managing those projects.

 

  Government support of hydrogen as key pillar of energy strategy – based on multiple public announcements made by the Portuguese government and policymakers across other European countries as well as the European Commission, the HL board believes hydrogen will be a key component of the decarbonization strategy in Portugal and across Europe and that governments will allocate billions of euros to support the development of the hydrogen industry.

 

  Alignment of interests – the Transactions were structured in a way to ensure the alignment of the economic interests of Fusion Fuel’s owners and HL shareholders. The Fusion Fuel Shareholders will receive no cash in the Transactions. Instead, a significant portion of the consideration the Fusion Fuel Shareholders will receive is comprised of earnout consideration tied to the performance of Parent. As Fusion Fuel executes contracts to sell green hydrogen to pre-qualified third parties and reaches certain milestones the Fusion Fuel Shareholders will receive incrementally more Parent Class A Ordinary Shares and Warrants. With 20% of the net present value of those contracts being subject to the earnout (up to a maximum of an agreed value of 12.2m euros), 80% of the net present value will accrue to the benefit of all shareholders.

 

  Significant commercial progress underway – HL believes that Fusion Fuel has developed a meaningful pipeline of projects that are in varying stages of negotiation, and is currently engaged in ongoing discussions with potential counterparties on new business development opportunities.

 

Valuation of its financial advisor – Webber Research conducted an extensive financial evaluation of Fusion Fuel’s business, as well as the business of comparable publicly traded companies, and advised the board that the value of Fusion Fuel exceeded 80% of the funds held in HL’s trust fund.

 

Benefit from being a public company – HL believes that Fusion Fuel, under public ownership, will have the flexibility and financial resources to capitalize on its early mover advantage to execute its strategy to become one of the leading players globally in the “green” hydrogen industry. Fusion Fuel will benefit from being a subsidiary of a publicly traded company, and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

  

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The HL board also considered a variety of uncertainties and risks and other potentially negative factors concerning the business combination, including, but not limited to, the following:

 

  Riskiness of development projects – while HL’s management and its advisors reviewed Fusion Fuel’s development plans, the implementation of such projects is inherently risky. There can be no assurance that any of the projects in Fusion Fuel’s pipeline will come to fruition.

 

Reliance on Fusion Fuel’s founders – Fusion Fuel’s founders will play a critical role in Fusion Fuel achieving success in the business development opportunities it is currently pursuing. Should their services no longer be available, Fusion Fuel would be challenged to find a replacement.

 

Reliance on expected performance of Fusion Fuel’s technology – HL’s management relied on third-party analysis of Fusion Fuel’s micro-electrolyzer which was performed by Lisbon’s Instituto Superior de Técnico and funded by Galp Gás Natural Distribuição. HL’s management did not pursue any independent validation of the technology or its ability to produce green hydrogen at projected costs.

  

The HL board concluded that the potential benefits that it expected HL and its shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. Accordingly, the board determined that the Business Combination Agreement and the Transactions, were advisable, fair to, and in the best interests of HL and its shareholders.

 

Valuation Report of Webber Research to the Board of Directors of HL

 

In making its determination with respect to the business combination, HL’s board of directors also considered the financial analysis that Webber Research produced and reviewed with the HL board as to the valuation of Fusion Fuel. On June 24, 2020, Webber Research orally reported its final valuation determination as of June 6, 2020 to HL’s board of directors in connection with the Transactions. The sole purpose of Webber Research’s determination was to assess the fair market value of Fusion Fuel. Based on and subject to the assumptions, limitations, qualifications, and other matters considered in reaching its valuation determination, Webber Research concluded that Fusion Fuel had a fair market value equal to at least 80% of the balance of funds in HL’s trust account on June 6, 2020.

 

The summary of the valuation performed by Webber Research in this proxy statement/prospectus is qualified in its entirety by reference to the valuation summary presented to the HL board of directors, which are included as Annex D to this proxy statement/prospectus. Neither the valuation performed by Webber Research nor the summary set forth in this proxy statement/prospectus, however, are intended to be, and do not constitute, advice or a recommendation to any shareholder as to how such shareholder should act or vote with respect to any matter relating to the proposed Transactions or otherwise. The valuation was prepared for the HL board of directors for the use and benefit of the directors (in their capacities as such) in connection with their evaluation of the proposed business combination. The valuation was just one of the several factors the HL board of directors took into account in making its determination to recommend the Transactions, including those described elsewhere in this proxy statement/prospectus.

 

In arriving at its valuation determination, Webber Research conducted such reviews, analyses, and inquiries as Webber Research deemed necessary and appropriate under the circumstances. Among other things, Webber Research:

 

reviewed Fusion Fuel’s businesses plans, project models, financial models, and a draft Business Combination Agreement between HL and Fusion Fuel in connection with the Transactions;

 

reviewed certain publicly available financial information, commercial estimates, and related industry data with respect to HL and Fusion Fuel that Webber Research deemed relevant;

 

reviewed certain other information and data with respect to HL and Fusion Fuel made available to Webber Research by HL and Fusion Fuel, including (i) estimates and projections with respect to the future financial performance of Fusion Fuel prepared by management of Fusion Fuel (the “Fusion Fuel Projections”) and the assumptions on which such estimates and projections were based (collectively, the “Fusion Fuel Assumptions”), and (ii) other internal financial information furnished to Webber Research by or on behalf of HL and Fusion Fuel;

 

considered and compared the financial and operating performance of Fusion Fuel with that of companies with publicly traded equity securities that Webber Research deemed relevant, including hydrogen-focused companies in both the U.S. and Europe, other energy project developers, as well as recent similar transactions within both the hydrogen and general SPAC sectors as set out in the valuation summary provided to the HL board of directors (the “Valuation Summary”), which is included as Annex D to this proxy statement/prospectus.

 

compared the implied enterprise value reference ranges of Fusion Fuel to the balance, as provided by HL management, of HL’s trust account;

 

discussed the business, operations, and prospects of Fusion Fuel, including the Fusion Fuel Assumptions and the proposed Transactions with HL’s and Fusion Fuel’s management and certain of HL’s and Fusion Fuel’s representatives, and

 

conducted such other analyses and inquiries, and considered such other information and factors as Webber Research deemed appropriate.

 

Valuation Methodology

 

Webber Research utilized multiple valuation methods to value Fusion Fuel, including a Comparable M&A Transaction Analysis, Selected Company Analysis, Discounted Cash Flow Analysis, and ultimately, a weighted composite of the selected valuation methods. Each such analysis is described below.

 

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Comparable M&A Transaction Analysis

 

Webber Research performed a comparable mergers and acquisitions transaction analysis (“Comparable M&A Transaction Analysis”), which is designed to imply a value for a company based on publicly available financial terms of the selected transactions with similar characteristics. Webber Research selected these transactions based on information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and popular press reports, databases and other sources. Webber Research selected these transactions based on their relevant timing and/or their presence within the hydrogen sector. Those transactions included:

 

Linde PLC’s acquisition of a minority stake in ITM Power PLC

 

Nikola Corporation’s business combination with VectoIQ Acquisition Corp., a publicly traded special purpose acquisition company (SPAC).

  

With respect to the Comparable M&A Transaction Analysis, Webber Research calculated the ratio of implied enterprise value to publicly disclosed revenue projections. The results of Webber Research’s analysis were presented to HL’s board of directors, as summarized in the following table:

 

   Linde & ITM   VectoIQ & Nikola 
FY 2020 EV/Revenue Multiple Projection   4.1x   N/A 
FY 2023 EV/Revenue Multiple Projection   N/A    2.4x
FY 2024 EV/Revenue Multiple Projection   N/A    1.0x
FY 2025 EV/Revenue Multiple Projection   N/A    0.6x

 

Webber Research utilized the lower, more directly applicable multi-stage multiples for the VectoIQ and Nikola transaction, incorporated a discount of ten percent (10%) to each multiple to reflect differences in liquidity and evolving market headwinds, and applied the multiples to Fusion Fuel’s forward projections. The analysis indicated an implied enterprise value of Fusion Fuel of €51.2 million or roughly $57.6 million, based on prevailing exchange rates at the time

 

Selected Company Analysis

 

Webber Research performed a selected company analysis (“Selected Company Analysis”), which is designed to imply a value for a company based on the market value of public companies with similar characteristics. Webber Research’s selection criteria for companies used within this analysis focused on public companies whose principal business is hydrogen-focused. Specifically, Webber Research evaluated selected companies that: (1) manufactured, sold, and/or installed electrolyzers, the primary technology behind Green Hydrogen production (ITM Power PLC, NEL ASA, McPhy Energy SA, and Siemens AG), (2) had an immediate addressable market that included Europe (Linde plc and Air Liquide SA), (3) had a primary business involving hydrogen production or the manufacturing, sale, or installation of fuel cell technology, which make up the bulk of U.S. listed comparables (Plug Power Inc., Ballard Power Systems Inc., FuelCell Energy Inc., Bloom Energy Corp., and Air Products and Chemicals Inc.), and (4), were publicly listed in either the U.S. or Europe. Webber Research considered certain financial and industry data for Fusion Fuel and selected companies with publicly traded equity securities that Webber Research deemed relevant. Given the early-stage nature of Fusion Fuel and a number of hydrogen-focused comparables, for purposes of its analyses, Webber Research focused on revenue-based market multiples, including the following financial metrics:

 

Revenue — generally, the income generated from normal business operations, considered the top line or gross income figure from which costs are subtracted to determine net income.

 

Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the amount of cash on its balance sheet).

 

Trading Price – the closing price of the company’s common stock on a specified date.

 

Market Capitalization – the total dollar market value of a company’s outstanding shares of stock, calculated by multiplying the total number of a company’s outstanding shares by the current market price per share.

 

The Selected Company Analysis also included a statistical review of historical valuations over the previous 5-year and 2-year periods, in addition to present valuations at the time. The selected companies with publicly traded equity securities identified and analyzed by Webber Research for the Selected Company Analysis were:

 

Plug Power Inc.

Ballard Power Systems Inc.

FuelCell Energy, Inc

Bloom Energy Corporation

NEL ASA

ITM Power PLC

McPhy Energy SA

Air Products and Chemicals, Inc.

Air Liquide SA

Siemens AG

 

No target company or transaction utilized in the Selected Company Analysis is identical to Fusion Fuel or the transactions contemplated by the Business Combination Agreement. In evaluating the precedent transactions, Webber Research made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Fusion Fuel, such as the impact of competition on the business of Fusion Fuel or the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Fusion Fuel, the industry or the financial markets in general.

 

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Based on such analysis, Webber Research calculated the following multiples of enterprise value to forward revenue (next 12 months, or “NTM”) and closing price to forward NTM revenue:

 

   Enterprise Value/Revenue   Price/Revenue 
2-Year        
Group Mean   5.1x   5.7x
Group Median   3.5x   3.5x
5-Year          
Group Mean   4.0x   4.4x
Group Median   3.1x   3.1x

 

Webber Research used the distribution of these market multiples and a benchmark and framework for interpreting and evaluating the appropriateness of its Comparable M&A Transaction Analysis and its Discounted Cash Flow Analysis (discussed below).

 

Discounted Cash Flow Analysis

 

Webber Research performed a discounted cash flow analysis (“Discounted Cash Flow Analysis”) utilizing Fusion Fuel’s financial projections, which is a methodology frequently used for energy-focused project developers. Specifically, Webber Research utilized a probability-weighted discounted cash flow framework that incorporated probability weightings of 45% and 15% for the first two of Fusion Fuel’s largest, initial, potential projects (Sines 1 and Sines 2) and a 7% discount rate, arriving at a value of €51.3 million, or roughly $57.7 million based on prevailing exchange rates at the time.

 

The Fusion Fuel financial projections and assumptions that underpinned the financial projections used by Webber Research in connection with its Discounted Cash Flow Analysis included:

 

Projections related to Fusion Fuel’s Project Development business line, including:
oFusion Fuel’s expected capital outlays related to its initial project list, including Evora and Sines 1-5;
oExpected construction schedules and completion timelines for each of those initial projects;
oFinancing assumptions equivalent to 80% of those projects’ total capital costs, including an interest rate of 2.5%, and an average amortization schedule of 15 years;
oPower Purchase Agreement (PPA) pricing between €3.45 and €1.90/kg;
oAn average EBITDA margin of 81%; and
oAn average effective tax rate of 25%.

 

Projections related to Fusion Fuel’s Technology business line, including:
oTechnology sales related to the Fusion Fuel’s initial project list totaling €444 million over an initial 6-year period;
oTechnology sales to third party customers (unrelated to Fusion Fuel’s initial project list of €318 million over an initial 6-year period;
oAn average EBITDA margin of 18%; and
oAn average effective tax rate of 23%.

 

Webber Research also ran a multi-stage sensitivity analysis, varying a number of other parameters (described below) to assess and analyze the impact of varying assumptions on its Discounted Cash Flow Analysis, including:

 

PPA (Power Purchase Agreement) Pricing;

 

Cost Reduction Assumptions associated with Fusion Fuels underlying technology and production process; and

 

Output Factors (production).

 

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Specifically, Webber Research considered the following factors: Sines 1 PPA Pricing (between €4.45 and €2.45/kg), Sines 2 PPA Pricing (between €3.95 and €1.95/kg), average annual cost reductions (between 5% and 35%), and hydrogen production levels (between 90% and 110% of baseline). These varying inputs were used to derive a distribution of Net Present Value (NPV) valuations between €20.4 million and €87.9 million, with an average value of €48.2 million. PPA pricing (project revenue) tended to be the most sensitive variable within this multi-stage analysis, followed by output factor (utilization), and cost reductions. The details of that sensitivity analysis can be found in the exhibit below.

 

 

 

Implied Valuation Range of Fusion Fuel Compared to Trust Account Balance

 

Webber Research determined market value range from its valuation methodologies for Fusion Fuel of €48,200,000 to €51,700,000, or roughly $54,200,000 to $57,700,000 based on prevailing exchange rates at the time, which Webber Research concluded was greater than 80% of the balance of the funds in HL’s trust account as of June 6, 2020.

 

Miscellaneous

 

For purposes of its analysis and determination, Webber Research, with consent of HL’s board of directors, evaluated whether, as of June 6, 2020, Fusion Fuel had a fair market value equal to at least 80% of the balance of the funds in HL’s trust account solely on the basis of a comparison of the implied enterprise value reference ranges indicated by Webber Research’s financial analysis with the balance of HL’s trust account, which the HL board of directors advised Webber Research, for purposes of Webber Research’s analysis and determination, to assume did not and would not exceed $53,850,000.

 

The valuation determination did not address any other terms, aspects, or implications of the Transactions, nor did it address the relative merits of the Transactions as compared to any alternative transaction or business strategy that might have existed for HL, or the merits of the underlying decision by the HL board of directors or HL to engage in or consummate the Transactions. The financial and other terms of the Transactions were determined pursuant to negotiations between the parties to the Business Combination Agreement and were not determined by or pursuant to any recommendation from Webber Research.

 

Webber Research is not a legal, tax, accounting, environmental, or regulatory advisor. Webber Research’s role in reviewing any information was limited solely to performing such reviews as Webber Research deemed necessary to support its own advice and analysis and was not on behalf of the Board of Directors, the Company, or any other party. Webber Research’s analysis and determination were necessarily based upon market, economic, and other conditions, as they existed on, and could be evaluated as of the date of the determination.

 

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Webber Research, with the consent of, and at the direction of the HL board of directors, relied upon and assumed, without independently verifying, the following:

 

The accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to it or available from public sources.

 

Assurances of management of HL and Fusion Fuel, respectively, that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading.

 

The assessments of the management of HL and Fusion Fuel as to Fusion Fuel’s existing and future infrastructure, contracts, products, technology, services and projects (including, without limitation, the development, testing and marketing of such infrastructure, contracts, products, technology, services and projects, and the life of all relevant patents and other intellectual and other property rights associated with such infrastructure, contracts, products, services and projects).

 

That there would be no developments with respect to any such matters that would adversely affect its analyses or determination.

 

That the Fusion Fuel Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Fusion Fuel.

 

That the Fusion Fuel Projections provided a reasonable basis upon which to analyze and evaluate Fusion Fuel and reach a determination. Webber Research expressed no view with respect to the Fusion Fuel Projections.

 

That the Transactions would be consummated in a manner that complies in all material respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the Transactions, no delay, limitation, restriction, or condition would be imposed that would have a material adverse effect on HL, Fusion Fuel or the Transactions.

 

The final executed form of the Business Combination Agreement would not differ in any material respect from the draft Webber Research reviewed prior to the determination.

 

Webber Research received a fee of $75,000 for rendering its valuation determination, no portion of which was contingent upon the completion of the Transactions. In addition, HL agreed to reimburse Webber Research for certain expenses incurred by it in connection with its engagement and to indemnify Webber Research and its related parties for certain liabilities that may arise out of its engagement for valuation services specified herein.

 

Satisfaction of 80% Test

 

It is a requirement under HL’s M&A that any business acquired by HL has a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of Fusion Fuel generally used to approve the business combination described herein, the HL board of directors determined that this requirement was met. In reaching this determination, the HL board of directors concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, and business model as well as quantitative factors such as Fusion Fuel’s potential for future growth in revenues and profits.

 

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The valuation analysis provided by Webber Research, as described in more detail elsewhere, presented the HL board of directors with a financial model reflecting valuation as a function of potential revenues associated with Fusion Fuel business development opportunities under discussion and compared those value-to-sales multiples with other companies in the green hydrogen space including those with projects at various stages of development. The HL board of directors also reviewed the projected free cash flow to be generated by those potential business development opportunities. From a qualitative perspective, the HL board of directors focused on the huge market potential that exists for green hydrogen as the world seeks to accelerate a transition from fossil fuels to sources of clean energy. The significant existing market for hydrogen (currently filled by brown hydrogen) as a feedstock for the refining and ammonia industries, along with stated commitments from the Portuguese government and the European Commission to support green hydrogen as a key pillar in their decarbonization strategies, coupled with the material cost advantage enabled by Fusion Fuel’s proprietary hydrogen electrolyzer technology, caused HL’s board of directors to determine that the value of Fusion Fuel was substantially in excess of the 80% threshold. HL’s board of directors believed that the financial skills and background of its members qualified it to conclude that the acquisition of Fusion Fuel met this requirement.

 

Interests of HL’s Directors, Officers, and Others in the Transactions

 

When you consider the recommendation of HL’s board of directors in favor of approval of each of the business combination proposals, you should keep in mind that certain of HL’s directors and executive officers have interests in such proposal that are different from, or in addition to, your interests as an HL shareholder. These interests include, among other things:

 

  If the business combination with Fusion Fuel or another business combination is not consummated by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A), HL will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the HL ordinary shares held by the initial shareholders, including HL’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to HL’s initial public offering, would be worthless because the initial shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $14,987,500 based upon the closing price of $10.90 per share on Nasdaq on the record date.

 

  Certain of HL’s initial shareholders, including its directors and officers and their affiliates, purchased an aggregate of 2,375,000 warrants in a private placement from HL for an aggregate purchase price of $2,375,000 (or $1.00 per private warrant). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds HL received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $3,847,500 based upon the closing price of $1.62 per warrant on Nasdaq on the record date. The private warrants will become worthless if HL does not consummate a business combination by January 2, 2021 (or such other date as approved by HL shareholders through approval of an amendment to the M&A).

 

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  It is contemplated that Jeffrey Schwarz, HL’s Chief Executive Officer and Chairman of the Board, and Rune Magnus Lundetrae, a director of HL, will be directors of Parent after the closing of the Transactions. As a result, Messrs. Schwarz and Lundetrae may receive cash fees, stock options or stock awards that Parent’s board of directors determines to pay to its directors.

 

  Since HL’s inception, HL’s officers, directors, Sponsors, and their affiliates have made loans from time to time to HL to fund certain capital requirements. The working capital loans will be repaid upon closing of the Transactions. If the Transactions are not consummated and HL does not consummate another business combination within the required time period, the loans will not be repaid and will be forgiven unless HL has funds outside of the trust account then available to it to repay such notes. As of the record date, an aggregate of approximately $2,126,220 principal amount of loans from HL’s officers, directors, Sponsors, and their affiliates is outstanding.

 

  If HL is unable to complete a business combination within the required time period, MCP V – Bushwick, an affiliate of Jeffrey Schwarz, will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HL for services rendered or contracted for or products sold to HL, but only if such a vendor or target business has not executed such a waiver.

 

  If HL is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, MCP V – Bushwick has agreed to advance the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

 

In addition to the loans to HL made by its officers, directors, and affiliates, Key Family Holding Investimentos e Consultoria de Gestão Lda., a shareholder of Fusion Fuel, made loans to HL in an aggregate principal amount of approximately $50,000, to fund HL’s requirements. The working capital loans will be repaid upon closing of the Transactions. If the Transactions are not consummated and HL does not consummate another business combination within the required time period, the loan from Key Family Holding will not be repaid and will be forgiven unless HL has funds outside of the trust account then available to it to repay such notes.

 

Recommendation of HL’s Board of Directors

 

After careful consideration of the matters described above, HL’s board of directors determined that the business combination proposals are fair to and in the best interests of HL and its shareholders. HL’s board of directors has approved and declared advisable and recommends that you vote or give instructions to vote “FOR” the business combination proposals.

 

The foregoing discussion of the information and factors considered by the HL board of directors is not meant to be exhaustive, but includes the material information and factors considered by the HL board of directors.

 

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ANTICIPATED MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HL AND HL’S SECURITYHOLDERS

 

General

 

The following, to the extent it constitutes matters of law and legal conclusions, is the opinion of Graubard Miller regarding the anticipated material U.S. federal income tax consequences to the U.S. Holders (as defined below) of HL ordinary shares, rights and warrants, of (i) the conversion of HL ordinary shares into Parent Class A Ordinary Shares, (ii) the conversion of HL ordinary shares into a pro rata portion of the HL trust account if a U.S. Holder elects to exercise of its conversion right, (iii) the ownership and disposition of Parent Class A Ordinary Shares following the Transactions, and (iv) the conversion of HL warrants into HL Parent Warrants and the holding, exercise or disposition of HL Parent Warrants.

 

Because the components of an HL unit are separable at the option of the holder, the holder of an HL unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying ordinary shares, rights, and warrants. As a result, the discussion below of the anticipated U.S. federal income tax consequences with respect to actual holders of HL ordinary shares, rights and warrants should also apply to the holders of HL units (as the deemed owners of the ordinary shares, warrants, and rights underlying the HL units).

 

Unless otherwise specifically indicated, this discussion does not address the U.S. federal income tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the Transactions.

 

The discussion below of the anticipated U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of securities that is for U.S. federal income tax purposes:

 

an individual citizen or resident of the United States;

 

a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

  

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

  

a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

 

If a beneficial owner of securities is not described as a U.S. Holder and is not an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The anticipated material U.S. federal income tax consequences applicable specifically to Non-U.S. Holders of the ownership and disposition of Parent securities following the Transaction are described below under the heading “Non-U.S. Holders.”

 

This discussion is based upon existing provisions of the Internal Revenue Code of 1986, as amended (“Code”), Treasury regulations promulgated thereunder, published revenue rulings and procedures from the U.S. Internal Revenue Service (“IRS”), and judicial decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

 

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own and hold securities, and that will own and hold securities as a result of owning the corresponding HL securities, as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

 

financial institutions or financial services entities;

 

broker-dealers;

 

persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

 

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tax-exempt entities;

 

governments or agencies or instrumentalities thereof;

 

insurance companies;

 

regulated investment companies;

 

real estate investment trusts;

 

certain expatriates or former long-term residents of the United States;

 

Non-U.S. Holders (except as specifically provided below);

 

persons that actually or constructively own five percent (5%) or more of HL’s securities or Parent’s securities (except as specifically provided below);

 

persons that acquired HL securities or Parent securities pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

 

persons that hold HL securities or Parent securities as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

 

persons whose functional currency is not the U.S. dollar; or

 

controlled foreign corporations.

 

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of HL securities or Parent securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold HL securities, or will hold Parent securities, through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of HL securities (or Parent securities), the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) on HL securities (or Parent securities) and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of HL securities (or Parent securities) will be in U.S. dollars.

 

Neither HL nor Parent have sought, and neither will seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

 

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER OF HL SECURITIES OR PARENT SECURITIES IN CONNECTION WITH OR FOLLOWING THE TRANSACTIONS MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF HL SECURITIES AND PARENT SECURITIES IS URGED TO CONSULT WITH ITS OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE TRANSACTIONS, AND THE OWNERSHIP AND DISPOSITION OF HL SECURITIES OR PARENT SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

 

THE FOLLOWING SUMMARIES OF THE TAX CONSIDERATIONS ARE FOR GENERAL INFORMATION ONLY AND ARE NOT INTENDED TO PROVIDE ANY DEFINITIVE TAX REPRESENTATIONS TO HOLDERS. EACH HL SECURITYHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SECURITYHOLDER.

 

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U.S. Holders

 

Anticipated Tax Consequences of the Transactions

 

Qualification of the Merger as a Reorganization

 

The Merger takes the form of a transaction, which subject to certain requirements, should qualify as a “reorganization” within the meaning of Section 368 of the Code, and the Business Combination Agreement provides that all parties shall report the Mergers consistent with such tax treatment unless otherwise required by a final determination under applicable law. However, to qualify as a reorganization, certain requirements must be met, and it is unclear whether such requirements can be satisfied. One of these requirements is the continuity of business enterprise requirement, which generally requires the acquiring corporation to either continue the acquiring corporation’s historic business or use a significant portion of the target’s historic business assets in a business. However, due to the absence of direct guidance on how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with no active business and only investment-type assets such as HL, this result is subject to some uncertainty. While it is possible that the Merger will qualify as a reorganization under Section 368(a), such qualification is not a condition of the Merger, and no assurance can be given that the IRS or the courts will agree that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code. In addition, if the Merger qualifies as a reorganization within the meaning of Section 368 of the Code, in such event, the Merger should not be subject to Section 367 of the Code with respect to non-five percent shareholders (which would require the recognition of gain, but not loss). To qualify as a reorganization under Section 368 of the Code, certain requirements must be met. However, there is no guidance directly on point on how the provisions of Section 368 of the Code apply in the case of a merger of corporations with no active business and only investment-type assets. While it is possible that the Merger will qualify as a reorganization under Section 368, such qualification is not a condition of the Transactions, and the completion of the Merger is not conditioned on such transaction qualifying as a reorganization, and neither Parent nor HL intends to request a ruling from the IRS regarding the qualification of the Merger as a reorganization. Accordingly, no assurance can be given that the IRS will not challenge the qualification of the Merger as a reorganization or that a court would not sustain such a challenge, and if so the exchange of HL ordinary shares, HL rights, and HL warrants for Parent Class A Ordinary Shares or HL Parent Warrants, as applicable, would be a taxable exchange, and the tax consequences would be as described below. It is possible that the IRS or a court considering the issue could take or sustain a position indicating that the transaction does not qualify as a tax-free transaction under Section 368(a) of the Code. A U.S. Holder of HL ordinary shares should consult with such U.S. Holder’s own tax advisors as to the tax consequences of the Merger.

 

If the Merger is a tax-free reorganization under Section 368(a) of the Code, the anticipated material U.S. federal income tax consequences to a U.S. Holder would be as follows: a U.S. Holder who owns HL ordinary shares and exchanges such ordinary shares for Parent Class A Ordinary Shares generally should not be expected to recognize gain or loss on the exchange of HL ordinary shares for Parent Class A Ordinary Shares; the aggregate adjusted tax basis of a U.S. Holder in the Parent Class A Ordinary Shares received as a result of the Merger should equal the aggregate adjusted tax basis of the HL ordinary shares surrendered in exchange therefor. A U.S. Holder’s holding period for the Parent Class A Ordinary Shares received in the exchange by such U.S. Holder should include the holding period for the HL ordinary shares surrendered in the exchange that were held by such U.S. Holder.

 

If the Merger is a taxable transaction to the holders of HL ordinary shares, in general, a U.S. Holder of HL ordinary shares would be expected to recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the fair market value at the time of the exchange of the Parent Class A Ordinary Shares received by such U.S. Holder in exchange for such U.S. Holder’s HL ordinary shares and (2) the U.S. Holder’s adjusted basis in such HL ordinary shares. If a U.S. Holder acquired different blocks of HL ordinary shares surrendered in such exchange at different times or different prices, such U.S. Holder must determine its tax basis and holding period separately with respect to each block of HL ordinary shares. Such gain or loss will be long-term capital gain or loss provided that a U.S. Holder’s holding period for such shares is more than one year at the date of the Merger. Long-term capital gains recognized by U.S. Holders that are not corporations generally are eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to certain limitations. A U.S. Holder should have a tax basis in the Parent Class A Ordinary Shares received equal to the fair market value on the date of the exchange, and the U.S. Holder’s holding period with respect to such Parent Class A Ordinary Shares should begin on the day after the Merger. No assurance can be given that the IRS or the courts will agree that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code. A U.S. Holder should consult with such U.S. Holder’s own tax advisor as to the tax consequences of the Transactions.

 

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the conversion or exchange of HL securities for Parent securities pursuant to the Merger, the qualification of the Merger as a reorganization and the potential application of Section 367.

 

Taxation on the Conversion of HL Ordinary Shares

 

In the event that a U.S. Holder of HL ordinary shares elects to convert its ordinary shares into its pro rata portion of the HL trust account, the amount received on any such conversion generally is expected to be treated for U.S. federal income tax purposes as a payment in consideration for the sale of the HL ordinary shares rather than as a distribution. Such amounts, however, will be treated as a distribution for U.S. federal income tax purposes if (i) the conversion is “essentially equivalent to a dividend” (generally meaning that the U.S. Holder’s percentage ownership in HL, including HL ordinary shares the U.S. Holder is deemed to own under certain constructive ownership rules, after the conversion is not meaningfully reduced from what its percentage ownership in HL, including constructive ownership was prior to the conversion), (ii) the conversion is not “substantially disproportionate” as to that U.S. Holder (“substantially disproportionate” requiring, among other things, that the percentage of HL outstanding voting shares owned (including constructive ownership) immediately following the conversion is less than 80% of that percentage owned (including constructive ownership) by such holder immediately before the conversion) and (iii) the conversion does not result in a “complete termination” of the U.S. Holder’s interest in HL (generally taking into account certain constructive ownership rules). If the U.S. Holder had a relatively minimal interest in HL ordinary shares and, taking into account the effect of conversions by other holders, its percentage ownership (including constructive ownership) in HL is reduced as a result of the conversion, such holder generally should be regarded as having a meaningful reduction in interest. For example, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences to it of any conversion of its HL ordinary shares.

 

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Taxation of Cash Distributions Paid on Parent Class A Ordinary Shares

 

Subject to the passive foreign investment company rules discussed below, a U.S. Holder of Parent Class A Ordinary Shares generally will be expected to be required to include in gross income as ordinary income the amount of any cash or property distribution paid on the Parent Class A Ordinary Shares. A cash distribution on such securities generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of Parent’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The portion of such distribution, if any, in excess of such earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Parent Class A Ordinary Shares. Any remaining excess generally would be treated as gain from the sale or other disposition of the Parent securities and will be treated as described under “— Taxation on the Disposition of Parent Securities” below. With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Parent Class A Ordinary Shares are readily tradable on an established securities market in the United States, or Parent is eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) Parent is not a passive foreign investment company (as discussed below) for either the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to Parent Class A Ordinary Shares.

 

Taxation on the Conversion of HL Warrants

 

The appropriate U.S. federal income tax treatment of HL warrants in connection with the Merger is uncertain. With respect to the Transactions if the exchange qualifies as a reorganization under Section 368(a) of the Code, as part of the Transactions, HL warrants will be adjusted to become HL Parent Warrants. If the U.S. Holder later sells the HL Parent Warrants, it is anticipated that the U.S. Holder should recognize a capital gain or loss, and the amount of such capital gain or loss should be equal to the difference between the tax basis in the HL Parent Warrants and the U.S. Holder’s adjusted tax basis in the HL warrants. For purposes of determining the adjusted tax basis in the HL warrants, a warrantholder that purchased HL units in HL’s initial public offering would have been required to allocate the cost between the HL ordinary shares, rights, and warrants comprising the units based on their relative fair market values at the time of purchase.

 

If, however, the Transactions constitute a taxable exchange, the U.S. federal income tax consequences to a U.S. Holder of HL warrants of such holder’s warrants becoming exercisable in accordance with their terms for HL ordinary shares will depend on whether the warrants becoming exercisable for Parent Class A Ordinary Shares is treated for U.S. federal income tax purposes as giving rise to a taxable exchange of the warrants for new warrants. If the Merger is a taxable transaction to the HL shareholders and the warrants becoming exercisable for Parent Class A Ordinary Shares would be treated for U.S. federal income tax purposes as giving rise to a taxable exchange of the HL warrants for HL Parent Warrants, a holder of such HL warrants would be required to recognize gain or loss as a result of the Merger. If the Merger is a taxable transaction to the HL shareholders, in general, a U.S. Holder of HL warrants would recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the fair market value at the time of the exchange of the HL ordinary shares and cash received by such U.S. Holder in exchange for such U.S. Holder’s HL warrants and (2) the U.S. Holder’s adjusted tax basis in such HL warrants. If a U.S. Holder acquired different blocks of HL warrants surrendered in such exchange at different times or different prices, such U.S. Holder must determine its tax basis and holding period separately with respect to each block of HL warrants. Such gain or loss will be long-term capital gain or loss provided that a U.S. Holder’s holding period for such HL warrants is more than one year at the date of the Merger. Long-term capital gains recognized by U.S. Holders that are not corporations generally are eligible for reduced U.S. federal income tax rates of federal income taxation. The deductibility of capital losses is subject to certain limitations. A U.S. Holder should have a tax basis in the HL ordinary shares received equal to their fair market value on the date of the exchange, and the U.S. holder’s holding period with respect to such Parent Class A Ordinary Shares should begin on the day after the date of the Merger.

 

Taxation on the Conversion of HL Rights

 

The U.S. federal income tax treatment of HL rights in connection with the Transactions is uncertain. In the event that the Transactions qualify as a reorganization under Section 368(a) of the Code, it is possible that the HL rights could be treated in a manner similar to options to acquire shares of HL or Parent, in which case a U.S. Holder generally should not recognize gain or loss upon the acquisition of Parent Class A Ordinary Shares upon the exchange of each HL right for 1/10 of an HL ordinary share and the simultaneous conversion of each such HL ordinary share into one Parent Class A Ordinary Share. In such case, such Parent Class A Ordinary Shares should have a tax basis equal to such U.S. Holder’s tax basis in the HL rights, and the holding period of such Parent Class A Ordinary Shares should begin on the day after such conversion. However, there is a risk that alternate characterizations of the HL rights could result in U.S. federal income tax consequences to U.S. Holders of the HL rights that differ from those described herein. Due to the absence of authority on the U.S. federal income tax treatment of the HL rights, there can be no assurance on the characterization of the HL rights that would be adopted by the IRS or a court of law. Accordingly, U.S. Holders of the HL rights are urged to consult with their tax advisors regarding the treatment of their HL rights in connection with the Transactions.

 

If the Transactions constitute a taxable exchange, a U.S. Holder that acquires Parent Class A Ordinary Shares upon the exchange of each HL right for 1/10 of an HL ordinary share and the simultaneous conversion of each such HL ordinary share into one Parent Class A Ordinary Share generally will recognize gain or loss equal to the difference between (i) the fair market value of the Parent Class A Ordinary Shares received and (ii) the U.S. Holder’s adjusted tax basis in the HL rights exchanged. No assurance can be given that the Internal Revenue Service or the courts will agree that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code. A U.S. Holder’s holding period for the Parent Class A Ordinary Shares received in the exchange by such U.S. Holder should include the holding period for the HL ordinary shares surrendered in the exchange that were held by such U.S. Holder.

 

Taxation on the Disposition of Parent Securities

 

Upon a sale or other taxable disposition of Parent securities (which, in general, would include a distribution in connection with Parent’s liquidation), a U.S. Holder of such securities generally is expected to recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such securities.

 

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of Parent Class A Ordinary Shares equal to the difference between the amount realized (in U.S. dollars) for the Parent Class A Ordinary Shares and your tax basis (in U.S. dollars) in the Parent Class A Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Parent Class A Ordinary Shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to various limitations.

 

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Passive Foreign Investment Company (“PFIC”)

 

A non-U.S. corporation is considered a PFIC for any taxable year if either:

 

  at least 75% of its gross income for such taxable year is passive income; or

 

  at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

 

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Parent will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of its assets for purposes of the PFIC asset test, (1) the cash Parent owns at any time will generally be considered to be held for the production of passive income and (2) the value of Parent’s assets must be determined based on the market value of Parent Class A Ordinary Shares from time to time, which could cause the value of its non-passive assets to be less than 50% of the value of all of its assets (including cash) on any particular quarterly testing date for purposes of the asset test. Parent must make a separate determination each year as to whether it is a PFIC. Parent will make this determination following the end of any particular tax year. If Parent is a PFIC for any year during which you hold Parent Class A Ordinary Shares, it will continue to be treated as a PFIC for all succeeding years during which you hold Parent Class A Ordinary Shares. However, if Parent ceases to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Parent Class A Ordinary Shares.

 

If Parent is a PFIC for any taxable year(s) during which you hold Parent Class A Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Parent Class A Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:

 

  the excess distribution or gain will be allocated ratably over your holding period for the Parent Class A  Ordinary Shares;

 

  the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which Parent was a PFIC, will be treated as ordinary income, and

 

  the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

 

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Parent Class A Ordinary Shares cannot be treated as capital, even if you hold the Parent Class A Ordinary Shares as capital assets.

 

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Parent Class A Ordinary Shares and for which Parent is determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Parent Class A Ordinary Shares as of the close of such taxable year over your adjusted basis in such Parent Class A Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Parent Class A Ordinary Shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the Parent Class A Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Parent Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Parent Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Parent Class A Ordinary Shares. Your basis in the Parent Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by Parent, except that the lower applicable capital gains rate for qualified dividend income discussed above under “— Taxation of Cash Distributions Paid on Parent Securities” generally would not apply.

 

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The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including Nasdaq. If the Parent Class A Ordinary Shares are regularly traded on Nasdaq and if you are a U.S. Holder of Parent Class A Ordinary Shares, the mark-to-market election would be available to you if Parent is or becomes a PFIC.

 

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. Parent does not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Parent Class A Ordinary Shares in any taxable year in which Parent is a PFIC, you will be required to file IRS Form 8621 in each such year and provide certain annual information regarding such Parent Class A Ordinary Shares, including regarding distributions received on the Parent Class A Ordinary Shares and any gain realized on the disposition of the Parent Class A Ordinary Shares.

 

If you do not make a timely “mark-to-market” election (as described above), and if Parent were a PFIC at any time during the period you hold Parent Class A Ordinary Shares, then such Parent Class A Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if Parent ceases to be a PFIC in a future year, unless you make a “purging election” for the year Parent ceases to be a PFIC. A “purging election” creates a deemed sale of such Parent Class A Ordinary Shares at their fair market value on the last day of the last year in which Parent is treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Parent Class A Ordinary Shares on the last day of the last year in which Parent is treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Parent Class A Ordinary Shares for tax purposes.

 

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in Parent Class A Ordinary Shares and the elections discussed above.

 

Information Reporting and Backup Withholding

 

Certain U.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets,” including shares issued by a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds US$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the IRS and fails to do so.

 

Dividend payments with respect to Parent Class A Ordinary Shares and proceeds from the sale, exchange or redemption of Parent Class A Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

 

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and timely furnishing any required information. Transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

 

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Anticipated Material Irish Tax Consequences to Non-Irish Holders

 

Scope

 

The following is a summary of the anticipated material Irish tax consequences of the Merger to certain Non-Irish Holders of HL ordinary shares, HL warrants and HL rights and the acquisition, ownership and disposal of Parent Class A Ordinary Shares and HL Parent Warrants received by such holders pursuant to the Merger. The summary is based upon Irish tax laws and the practice of the Irish Revenue Commissioners in effect on the date of this proxy statement/prospectus and submissions which have been made to the Irish Revenue Commissioners. Changes in law and/or administrative practice may result in a change in the tax consequences described below, possibly with retrospective effect.

 

A “Non-Irish Holder” is an individual who beneficially owns their HL ordinary shares, HL warrants and/or HL rights, and who will beneficially own their Parent Class A Ordinary Shares and/or HL Parent Warrants, that is neither a resident nor ordinarily resident in Ireland for Irish tax purposes and does not hold their HL ordinary shares, HL warrants and/or HL rights, and will not hold their Parent Class A Ordinary Shares and/or HL Parent Warrants, in connection with a trade carried on by such person through an Irish branch or agency.

 

This summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and securityholders should consult their tax advisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the business combination and of the acquisition, ownership and disposal of Parent Class A Ordinary Shares and HL Parent Warrants. The summary applies only to Non-Irish Holders who hold their HL ordinary shares, HL warrants and/or HL rights, and will own their Parent Class A Ordinary Shares and/or HL Parent Warrants, as capital assets and does not apply to other categories of Non-Irish Holders, such as dealers in securities, trustees, insurance companies, collective investment schemes and Non-Irish Holders who acquired, or are deemed to have acquired, their HL ordinary shares, HL warrants and/or HL rights or who will, or who will be deemed to, acquire their Parent Class A Ordinary Shares and/or HL Parent Warrants by virtue of an Irish office or employment (performed or carried on to any extent in Ireland).

 

The summary does not, except where expressly stated, consider the position of Non-Irish Holders who hold their Parent Class A Ordinary Shares and/or HL Parent Warrants directly (and not beneficially through a broker or custodian (through DTC)). The Irish tax consequences of transactions in Parent Class A Ordinary Shares and/or HL Parent Warrants held directly are generally negative when compared with Parent Class A Ordinary Shares and/or HL Parent Warrants held through DTC. Any Non-Irish Holder contemplating holding their Parent Class A Ordinary Shares and/or HL Parent Warrants directly should consult their personal tax advisors as to the Irish tax consequences of acquiring, owning and disposing of such Parent Class A Ordinary Shares and/or HL Parent Warrants.

 

Irish Tax on Chargeable Gains (Irish CGT)

 

The following, to the extent it constitutes matters of Irish law and legal conclusions, is the opinion of Arthur Cox regarding the anticipated material Irish CGT consequences of the Merger to certain Non-Irish Holders of HL ordinary shares, HL warrants and HL rights.

 

The current rate of tax on chargeable gains (where applicable) in Ireland is 33%.

 

Non-Irish Holders of HL ordinary shares and HL warrants will not be subject to Irish CGT in respect of any gain realized on the automatic conversion of their HL ordinary shares into Parent Class A Ordinary Shares, or on the automatic adjustment of their HL warrants into HL Parent Warrants, in each case by virtue of the Merger, provided that the HL ordinary shares and/or HL warrants neither (a) were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, nor (b) were used, held or acquired for use by or for the purposes of an Irish branch or agency.

 

Non-Irish Holders further will not be within the territorial scope of a charge to Irish CGT on a subsequent disposal of their Parent Class A Ordinary Shares and/or HL Parent Warrants, provided that such Parent Class A Ordinary Shares and/or HL Parent Warrants neither (a) were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, nor (b) were used, held or acquired for use by or for the purposes of an Irish branch or agency.

 

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Stamp Duty

 

The rate of stamp duty (where applicable) on transfers of shares or warrants of Irish incorporated companies is 1% of the greater of the price paid or market value of the shares or warrants acquired. Where Irish stamp duty arises it is generally a liability of the transferee. However, in the case of a gift or transfer at less than fair market value, all parties to the transfer are jointly and severally liable.

 

No stamp duty is expected to be payable on the automatic conversion of the HL ordinary shares into Parent Class A Ordinary Shares, or the automatic adjustment of the HL warrants into HL Parent Warrants, pursuant to the business combination.

 

Irish stamp duty may be payable in respect of transfers of Parent Class A Ordinary Shares and HL Parent Warrants, depending on the manner in which the Parent Class A Ordinary Shares and HL Parent Warrants are held. Parent expects to enter into arrangements with DTC to allow the Parent Class A Ordinary Shares and HL Parent Warrants to be settled through the facilities of DTC. As such, the discussion below discusses separately the HL securityholders who hold their shares through DTC and those who do not.

 

Parent Class A Ordinary Shares or HL Parent Warrants Held Through DTC

 

Submission has been made to the Irish Revenue Commissioners to confirm that transfers of Parent Class A Ordinary Shares and HL Parent Warrants effected by means of the transfer of book entry interests in DTC will not be subject to Irish stamp duty. It is expected that this confirmation should be granted, in which case a transfer of Parent Class A Ordinary Shares and/or HL Parent Warrants effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty.

 

Parent Class A Ordinary Shares or HL Parent Warrants Held Outside of DTC or Transferred Into or Out of DTC

 

A transfer of Parent Class A Ordinary Shares or HL Parent Warrants where any party to the transfer holds such Parent Class A Ordinary Shares or HL Parent Warrants outside of DTC may be subject to Irish stamp duty.

 

Should the confirmation from the Irish Revenue Commissioners be granted, holders of Parent Class A Ordinary Shares or HL Parent Warrants wishing to transfer their Parent Class A Ordinary Shares or HL Parent Warrants into (or out of) DTC may do so without giving rise to Irish stamp duty provided that:

 

there is no change in the beneficial ownership of such shares as a result of the transfer; and

 

  the transfer into (or out of) DTC is not effected in contemplation of a sale of such shares or warrants by a beneficial owner to a third party.

 

Due to the potential Irish stamp charge on transfers of Parent Class A Ordinary Shares and HL Parent Warrants held outside of DTC, it is strongly recommended that those HL securityholders who do not hold their HL ordinary shares or HL warrants through DTC (or through a broker who in turn holds such shares through DTC) should arrange for the transfer of their HL ordinary shares and HL warrants as soon as possible and before the business combination is consummated.

 

Withholding Tax on Dividends (DWT)

 

Distributions made by Parent will, in the absence of one of many exemptions, be subject to DWT, currently at a rate of 25%.

 

For DWT and Irish income tax purposes, a distribution includes any distribution that may be made by Parent to holders of Parent Class A Ordinary Shares, including cash dividends, non-cash dividends and additional stock taken in lieu of a cash dividend. Where an exemption from DWT does not apply in respect of a distribution made to a holder of Parent Class A Ordinary Shares, Parent is responsible for withholding DWT prior to making such distribution.

 

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General Exemptions

 

Irish domestic law provides that a non-Irish resident holder of Parent Class A Ordinary Shares is not subject to DWT on distributions received from Parent if such holder of Parent Class A Ordinary Shares is beneficially entitled to the distribution and is either:

 

 

 

a person (not being a company) resident for tax purposes in a Relevant Territory (including the United States) and is neither resident nor ordinarily resident in Ireland (for a list of Relevant Territories for DWT purposes, please see Annex C to this proxy statement/prospectus);

 

  a company resident for tax purposes in a Relevant Territory, provided such company is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;

 

  a company that is controlled, directly or indirectly, by persons resident in a Relevant Territory and who is or are (as the case may be) not controlled by, directly or indirectly, persons who are not resident in a Relevant Territory;

 

  a company whose principal class of shares (or those of its 75% direct or indirect parent) is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange either in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance; or

 

  a company that is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance

 

and provided, in all cases noted above (but subject to “—Shares Held by U.S. Resident Shareholders” below), Parent or, in respect of Parent Class A Ordinary Shares held through DTC, any qualifying intermediary appointed by Parent, has received from the holder of such Parent Class A Ordinary Shares, where required, the relevant DWT Forms prior to the payment of the distribution. In practice, in order to ensure sufficient time to process the receipt of relevant DWT Forms, the holders of Parent Class A Ordinary Shares, where required, should furnish the relevant DWT Form to:

 

 

  

its broker (and the relevant information is further transmitted to any qualifying intermediary appointed by Parent) before the record date for the distribution (or such later date before the distribution payment date as may be notified to the holder of Parent Class A Ordinary Shares by the broker) if its Parent Class A Ordinary Shares are held through DTC; or

 

  Parent’s transfer agent before the record date for the distribution if its Parent Class A Ordinary Shares are held outside of DTC.

 

Links to the various DWT Forms are available at: http://www.revenue.ie/en/tax/dwt/forms/index.html. The information on such website does not constitute a part of, and is not incorporated by reference into, this proxy statement/prospectus.

 

For non-Irish resident holders of Parent Class A Ordinary Shares that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such holder of Parent Class A Ordinary Shares to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

 

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Parent Class A Ordinary Shares Held by U.S. Resident Shareholders

 

Distributions paid in respect of Parent Class A Ordinary Shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided the address of the beneficial owner of such Parent Class A Ordinary Shares in the records of the broker holding such Parent Class A Ordinary Shares is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Parent). It is strongly recommended that such holders of Parent Class A Ordinary Shares, including HL securityholders who are U.S. residents and who receive Parent Class A Ordinary Shares pursuant to the business combination, ensure that their information is properly recorded by their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Parent).

 

Distributions paid in respect of Parent Class A Ordinary Shares that are held outside of DTC and are owned by a former HL securityholder who is a resident of the United States will not be subject to DWT if such holder of Parent Class A Ordinary Shares provides a completed IRS Form 6166 or a valid DWT Form to Parent’s transfer agent to confirm its U.S. residence and claim an exemption. It is strongly recommended that HL securityholders who are U.S. residents and who receive Parent Class A Ordinary Shares pursuant to the business combination (which are to be held outside of DTC) provide the appropriate completed IRS Form 6166 or DWT Form to Parent’s transfer agent as soon as possible after receiving their Parent Class A Ordinary Shares.

 

If any holder of Parent Class A Ordinary Shares that is resident in the United States receives a distribution from which DWT has been withheld, the holder of Parent Class A Ordinary Shares should generally be entitled to apply for a refund of such DWT from the Irish Revenue Commissioners, provided the holder of Parent Class A Ordinary Shares is beneficially entitled to the distribution.

 

Parent Class A Ordinary Shares Held by Residents of Relevant Territories Other Than the United States

 

Holders of Parent Class A Ordinary Shares who are residents of Relevant Territories, other than the United States, must satisfy the conditions of one of the exemptions referred to above under the heading “—General Exemptions”, including the requirement to furnish valid DWT Forms, in order to receive distributions without suffering DWT. If such holders of Parent Class A Ordinary Shares hold their Parent Class A Ordinary Shares through DTC, they must provide the appropriate DWT Forms to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Parent) before the record date for the distribution (or such later date before the distribution payment date as may be notified to holder of Parent Class A Ordinary Shares by the broker). If such holders of Parent Class A Ordinary Shares hold their Parent Class A Ordinary Shares outside of DTC, they must provide the appropriate DWT Forms to Parent’s transfer agent before the record date for the distribution. It is strongly recommended that such holders of Parent Class A Ordinary Shares including HL securityholders who are residents of Relevant Territories other than the United States and who receive Parent Class A Ordinary Shares pursuant to the business combination complete the appropriate DWT Forms and provide them to their brokers or Parent’s transfer agent, as the case may be, as soon as possible after receiving their Parent Class A Ordinary Shares.

 

If any holder of Parent Class A Ordinary Shares who is resident in a Relevant Territory receives a distribution from which DWT has been withheld, the holder of Parent Class A Ordinary Shares may be entitled to a refund of DWT from the Irish Revenue Commissioners provided the holder of Parent Class A Ordinary Shares is beneficially entitled to the distribution.

 

Shares Held by Other Persons

 

Holders of Parent Class A Ordinary Shares that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any holders of Parent Class A Ordinary Shares are exempt from DWT, but receive distributions subject to DWT, such holders of Parent Class A Ordinary Shares may apply for refunds of such DWT from the Irish Revenue Commissioners.

 

Distributions paid in respect of Parent Class A Ordinary Shares held through DTC that are owned by a partnership formed under the laws of a Relevant Territory and where all the underlying partners are resident in a Relevant Territory will be entitled to exemption from DWT if all of the partners complete the appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Parent) before the record date for the distribution (or such later date before the distribution payment date as may be notified to the holder of Parent Class A Ordinary Shares by the broker). If any partner is not a resident of a Relevant Territory, no part of the partnership’s position is entitled to exemption from DWT.

 

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Qualifying Intermediary

 

Prior to paying any distribution, Parent will put in place an agreement with an entity that is recognized by the Irish Revenue Commissioners as a “qualifying intermediary,” which will provide for certain arrangements relating to distributions in respect of Parent Class A Ordinary Shares that are held through DTC, which are referred to as the “Deposited Securities.” The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the Deposited Securities after Parent delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

 

Parent will rely on information received directly or indirectly from its qualifying intermediary, brokers and its transfer agent in determining where holders of Parent Class A Ordinary Shares reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms. Holders of Parent Class A Ordinary Shares that are required to file DWT Forms in order to receive distributions free of DWT should note that such forms are generally valid, subject to a change in circumstances, until December 31 of the fifth year after the year in which such forms were completed.

 

Income Tax on Dividends Paid on Parent Class A Ordinary Shares

 

Irish income tax may arise for certain persons in respect of distributions received from Irish resident companies.

 

A Non-Irish Holder that is entitled to an exemption from DWT will generally have no Irish income tax or universal social charge liability on a distribution from Parent. A Non-Irish Holder that is not entitled to an exemption from DWT, and therefore is subject to DWT, generally will have no additional Irish income tax liability or liability to universal social charge. The DWT deducted by Parent discharges the Irish income tax liability and liability to universal social charge.

 

Capital Acquisitions Tax (CAT)

 

CAT comprises principally gift tax and inheritance tax on property situated in Ireland for CAT purposes or otherwise within the territorial scope of CAT. CAT could apply to a gift or inheritance of Parent Class A Ordinary Shares and HL Parent Warrants because Parent Class A Ordinary Shares and HL Parent Warrants are regarded as property situated in Ireland for CAT purposes. The person who receives the gift or inheritance has primary liability for CAT.

 

CAT is currently levied at a rate of 33% on the value of any taxable gift or inheritance above certain tax-free thresholds. The appropriate tax-free threshold depends upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous taxable gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT, as are gifts to certain charities. Children have a lifetime tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents. There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

 

THE IRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY AND ARE NOT INTENDED TO PROVIDE ANY DEFINITIVE TAX REPRESENTATIONS TO HOLDERS. EACH HL SECURITYHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SECURITYHOLDER.

 

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Anticipated Accounting Treatment

 

The Transactions will be accounted for as a continuation of Fusion Fuel, in accordance with IFRS. Under this method of accounting, while Parent is the legal acquirer of both HL and Fusion Fuel, Fusion Fuel has been identified as the accounting acquirer of HL for accounting purposes. This determination was primarily based on the significant influence that the Fusion Fuel Shareholders will have over Parent upon the consummation of the Transactions through their majority representation on Parent’s initial board of directors, their control of the operations and development of Parent through their and their affiliates’ service as management of Parent, and the shareholder protective provisions that apply to the Parent Class B Ordinary Shares to be held by the Fusion Fuel Shareholders after consummation of the Transactions. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Fusion Fuel issuing stock for the net assets of HL, accompanied by a recapitalization. The net assets of HL will be stated at fair value which approximates historical cost, as HL has only cash and short-term liabilities. No goodwill or other intangible assets will be recorded. Operations prior to the Transactions will be those of Fusion Fuel.

 

Regulatory Matters

 

The Transactions are not subject to any additional federal or state regulatory requirement or approval necessary to effectuate the Transactions, except for filings with the British Virgin Islands to effectuate the Merger.

 

Required Vote

 

The approval of each of the business combination proposals requires a simple majority of shareholders, which is defined in HL’s M&A as a majority of those entitled to vote on the resolution and actually voting on the resolution (and absent members, members who are present but do not vote, blanks and abstentions are not counted).

 

As of November 4, 2020, the record date for the annual general meeting of shareholders, the initial shareholders beneficially owned and were entitled to vote an aggregate of 1,375,000 initial shares that were issued prior to HL’s initial public offering. The initial shares currently constitute approximately constitute approximately 20.96% of the outstanding HL ordinary shares. In connection with the initial public offering, each HL initial shareholder, officer, and director, agreed to vote the initial shares, as well as any HL ordinary shares acquired in the aftermarket, in favor of the business combination proposals. Accordingly, we would need approval from the holders of 1,904,179 shares, or approximately 29.03% of the outstanding HL ordinary shares to approve the business combination proposals.

 

THE HL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE BUSINESS COMBINATION PROPOSALS.

 

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THE BUSINESS COMBINATION AGREEMENT

 

For a discussion of the structure of the Transactions and the consideration to be paid, see the section titled “The Business Combination Proposals.” Such discussion and the following summary of other material provisions of the Business Combination Agreement is qualified by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. All shareholders are encouraged to read the Business Combination Agreement in its entirety for a more complete description of the terms and conditions of the Transactions.

 

Closing of the Transactions

 

The closing of the Transactions will take place no later than the fifth business day following the satisfaction or waiver of the conditions described below under the subsection titled “—Conditions to Closing” (other than conditions that by their nature are to be satisfied at the closing), unless HL and Fusion Fuel agree in writing to another time. The Transactions are expected to be consummated as soon as practicable after the annual general meeting of HL’s shareholders described in this proxy statement/prospectus, assuming the other conditions to the Transactions have been satisfied or waived.

 

Representations and Warranties; Survival

 

Except as limited below, the Business Combination Agreement contains representations and warranties of each of HL, Fusion Fuel, the Fusion Fuel Shareholders, Parent and Merger Sub, generally relating, among other things, to:

 

  proper organization and qualification;

 

  subsidiaries;

 

  capital structure of each company;

 

  in the case of the Fusion Fuel Shareholders, ownership of Fusion Fuel securities and investment intent;

 

  the authorization, performance and enforceability of the Business Combination Agreement;

 

  required filings and consents and absence of conflicts;

 

  compliance with laws and other legal requirements;

 

  the existence of required permits;

 

  financial statements and, in the case of HL, filings with the SEC;

 

  condition and sufficiency of assets;

 

  absence of certain changes or events;

 

  litigation;

 

  employment matters;

 

  restrictions on business activities;

 

  real property, leases and personal property;

 

  taxes;

 

  environmental matters;

 

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  brokerage and similar fees;

 

  intellectual property;

 

  material agreements, contracts and commitments;

 

  insurance;

 

  interested party transactions;

 

  in the case of HL, listing of securities;

 

  board approval and, in the case of HL, the valuation;

 

  truthfulness of information provided to be included in this proxy statement/prospectus

 

  in the case of HL, the existence, composition, and uses of the trust fund;

 

  absence of illegal or improper transactions.

 

The representations and warranties of the parties will survive until the first anniversary of the closing of the Transactions.

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