HL Acquisitions Corp.

The Extended Date in this filing is unusable as written: 2 Jan 2020 precedes the filing by eight months, and while the intended date is almost certainly 2 Jan 2021, choosing which digit is the typo is judgement, not extraction — the date must be refused rather than repaired, and confirmed against the definitive proxy before anything downstream uses it. The rest of the document is consistent with HL's pattern of successive three-month steps with the meeting held ON the expiring deadline, leaving no margin if the vote fails.

The minimum-cash test has been moved off HL's own trust and onto a private placement: instead of HL needing EUR 22.8 million after redemptions, closing turns on escrowed subscription money. The filing states the subscriptions raise $25,112,500 in aggregate gross proceeds while the new closing condition is stated as no less than $25,122,500 — a $10,000 discrepancy on the face of the document. Subscribers cannot revoke and are repaid only if the transactions do not close.

The Fusion Fuel Shareholders take only 2,125,000 Parent Class B ordinary shares and warrants over 2,125,000 shares, but the Class B carries protective rights — consent over liquidation, a sale of substantially all assets, mergers, charter amendments, new share classes and board size — until they convert automatically on December 31, 2023. A further 1,137,000 shares and 1,137,000 warrants are earnable on signing green hydrogen supply agreements before June 30, 2022, sized at twenty percent of each agreement's net present value divided by €10.73.

The deadline moved on the day it would otherwise have expired, and it cost almost nothing: 500 shares out at about $10.56, $5,280 in total, against a unanimous vote. That near-total absence of redemptions, four weeks after the Fusion Fuel agreement was signed, says holders preferred the announced deal to the trust. October 2, 2020 is the effected date, not a ceiling — the report states it without conditioning it on any further payment or election.

The meeting sits ON the expiring deadline, so there is no slack: conversion elections close two business days earlier and a failed vote means wind-up and 100% redemption within ten business days. Two changes from the 1 Jun 2020 preliminary matter — the Extended Date is now a single three-month step to 2 Oct 2020, and the monthly per-share Deposit the preliminary contemplated has been dropped, so nothing is added to trust for the extension. The filing also records that the original 2 Jan 2020 deadline had already been amended twice, to 2 Mar 2020 and then 2 Jul 2020.

HL has a replacement deal ten weeks after terminating the Chi Energie purchase, and it is a small, share-only one: 2,125,000 Class B shares plus matching warrants, with an earn-out of up to 1,137,000 further shares and warrants tied to signing green-hydrogen supply agreements before June 30, 2022, valued at 20% of each contract's net present value divided by 10.73. Class B shares carry veto rights over liquidation, sale, merger and charter changes and convert automatically on December 31, 2023. Closing is expected in the third quarter of 2020, subject to a shareholder vote.

Both terms that decide the trade are unstated: how long the extension runs and what the sponsor pays per share per month to keep it running. The monthly structure matters for how the outer date must later be read — a date reached only through funded monthly instalments is a ceiling, not a scheduled deadline. This preliminary is superseded within ten days by HL's definitive proxy, which drops the monthly Deposit mechanic entirely, so this document should not be cited for HL's extension economics.

This shell is being kept alive by its own chief executive: $1,250,000 of the $1,341,188 of total liabilities is related-party debt, against $49,561 of cash. The filing also discloses a Nasdaq determination the company may appeal to a Hearings Panel - a listing risk on top of the July 2, 2020 clock. Trust figures are March 31, 2020 balances, not current, and $10.50 is a carrying value rather than a redemption price. Cover reconciles: 4,504,173 + 2,057,078 = 6,561,251 shares at May 13, 2020. Nothing written to a status, listing, trust or deadline field.

The extension is being paid for month by month by insiders, and the money is going into the trust: $305,880 of the roughly $542,000 is the April and May deposits at the approved $0.03 per unconverted public share. If no business combination is consummated the report states the notes will not be repaid and the amounts are forgiven except to the extent of funds outside the trust, so the downside sits with the lenders rather than public holders. The deposits stop mattering after July 2, 2020, the approved outer date.

The announced transaction is dead and HL Acquisitions returns to searching, with mutual releases and no break fee stated in the report. The counterparty was an affiliate of one of the Company's own directors, so the termination unwinds a related-party deal — which is what makes the mutual release the operative term. The report gives no replacement target, no trust figure and no completion deadline, so nothing here says how long the company has to find another.

July 2, 2020 is a ceiling rather than a funded date. After the meeting the company deposited $0.03 per unconverted public share, about $152,940, for the first 30-day extension period only, and the report says it must determine to deposit additional funds for three further 30-day periods to reach July 2. The CEO's notes are repayable only on a business combination; if none is consummated they are forgiven except to the extent of funds outside the trust, and about $22,000 of principal may convert into warrants at $1.00 each. The $10.42 conversion price is the report's own figure.

A listing risk arriving in the same fortnight as the extension vote: the shell is short of public holders, which is what redemptions in successive extension votes tend to produce. Both dates in the notice are the filing’s own — March 30, 2020 for the plan and August 12, 2020 as the outer limit if Nasdaq accepts it — and neither is granted. The report states no holder count, no cure mechanism and no consequence if the plan is refused; the only forward-looking language is the standard cautionary note.

The figures the preliminary draft left blank: a Deposit or officer Contribution of $0.03 per unconverted public share per monthly period, about $156,720 per month over four monthly periods, roughly $626,880 in aggregate assuming no conversions. The proxy states the conversion amount would be approximately $10.53 per share if the full period is used, against a current conversion amount of approximately $10.41, both stated without taking interest into account. Contributions bear no interest, are repayable only on a business combination, and are otherwise forgiven except from funds outside trust.

The deposit is stated to be for the second 30-day extension period under the previously approved charter amendment extending the business combination date, so the extension is being funded in monthly increments at a stated $0.03 per public share. The sponsor-side financing is unsecured downside risk for the lender, not the trust: the filing states that if no business combination is consummated the notes will not be repaid and are forgiven except to the extent of funds held outside the trust account. Issued under the Section 4(a)(2) exemption.

The quarter is a loss quarter for the shell: operating costs of $330,775 (versus $99,548 a year earlier) exceeded $256,222 of trust interest, giving a net loss of $74,553, while the six months were still net income of $119,619. The new related-party notes totalling $650,000 are how the sponsor side is funding the search. The cover states 6,687,251 ordinary shares outstanding as of January 29, 2020. Units, rights and warrants trade on Nasdaq as HCCHU, HCCH, HCCHR and HCCHW, with warrants exercisable at $11.50.

Every economic term is a blank in this draft: the per-share monthly Deposit or Contribution, the number of monthly periods, the aggregate, the resulting conversion amount, the current per-share trust value and the record-date share price are all shown as underscores, so no figure can be read from it. What it does state is the mechanics — deposits or officer loans per unconverted public share per monthly period, made two business days before each period, sole discretion to stop extending, and a conversion right exercisable without voting or being a record holder.

$650,000 of accumulated sponsor working-capital lending is disclosed in one place, of which approximately $500,000 can be taken in warrants at $1.00 rather than cash — so a closing converts most of this liability into additional warrant dilution instead of a cash outflow. Nothing here touches the trust: the notes are forgiven on a failure to close except against cash outside it, so public shareholders' redemption amount is unaffected either way. The disclosure lands the same day as the January 2, 2020 extension meeting and the CEO is the lender.

$650,000 of accumulated sponsor working-capital lending is disclosed in one place, of which approximately $500,000 can be taken in warrants at $1.00 rather than cash — so a closing converts most of this liability into additional warrant dilution instead of a cash outflow. Nothing here touches the trust: the notes are forgiven on a failure to close except against cash outside it, so public shareholders' redemption amount is unaffected either way. The disclosure lands the same day as the January 2, 2020 extension meeting and the CEO is the lender.

The agreement contemplates the extension mechanics as part of the deal itself: 'Extension Proposal', 'Extension Proxy Statement' and 'Extension Shareholders' Meeting' are defined terms with their own covenant, so the January 2, 2020 extension HL Acquisitions put to shareholders is contractually tied to this transaction rather than a separate housekeeping step. The deal is structured as a share purchase with an indemnification escrow and an indemnification pool — a seller recourse mechanism that a straight merger would not carry — and it contemplates a Co-Investment alongside the trust.

The agreement contemplates the extension mechanics as part of the deal itself: 'Extension Proposal', 'Extension Proxy Statement' and 'Extension Shareholders' Meeting' are defined terms with their own covenant, so the January 2, 2020 extension HL Acquisitions put to shareholders is contractually tied to this transaction rather than a separate housekeeping step. The deal is structured as a share purchase with an indemnification escrow and an indemnification pool — a seller recourse mechanism that a straight merger would not carry — and it contemplates a Co-Investment alongside the trust.

The extension being voted on is two months, to March 2, 2020, bought with approximately $165,000 a month into trust — which lifts the conversion price from approximately $10.32 to approximately $10.38 if the full period is used. The discretion to fund each month sits with the sponsor side, and the proxy says plainly that if they decline to continue, the company winds up; so March 2, 2020 is a ceiling on how long the extension could run rather than a period the company has secured. Approval requires 65% of issued ordinary shares, and holders may convert without voting or being a record holder.

The structure is a month-by-month extension bought with sponsor deposits, and the discretion sits entirely on the sponsor side: the meeting approves a ceiling date, but each additional month depends on someone choosing to fund it, and the filing says plainly that if they stop the company winds up. That makes the Extended Date a limit on how long the extension could run, not a period the company has secured. The Contributions are forgiven if there is no combination except to the extent of cash outside the trust, so the sponsor bears that cost rather than the trust.

Operating cash of $6,701 is the number that matters here: the shell had essentially no cash outside the trust at the period end and had begun drawing on a convertible sponsor note, so its ability to keep operating depends on further related-party funding. Redemption value per redeemable share is approximately $10.29 ($51,534,888 over 5,009,247), up from approximately $10.23 a quarter earlier, against a trust originally funded at $10.00 per unit. The note is convertible, so a balance may be settled in securities rather than cash; the conversion terms are in the notes and outside this text.

The trust was funded at exactly $10.00 per public share ($55,000,000 against 5,500,000 units), with the entire underwriting discount and offering cost borne outside trust, so the SPAC's floor and its unit price were the same number at IPO. Dilution comes from three stacked instruments rather than one: 1,437,500 founder shares bought at approximately $0.02, 5,500,000 rights each converting to a tenth of a share on closing without payment, and 5,500,000 public plus 2,375,000 private warrants at $11.50.

What changed: HL Acquisitions' 10-Q for the quarter ended September 30, 2020 (June 30 fiscal year end) carries an express going-concern paragraph tied to January 2, 2021, the date it must cease operations absent a business combination. Trust held $53,867,056 of marketable securities against $9,831 of cash in the operating account and a $1,713,042 working-capital deficit. Related-party debt is $1,473,649 of promissory notes plus $533,619 of convertible notes issued to the chief executive. Net loss $349,176 on $363,040 of operating costs; 4,411,754 ordinary shares are carried as redeemable at $46,620,393. Why it matters: The shell is financed by its own management: about $2.0m of $2.3m of total liabilities is insider paper, against $9,831 of cash. Trust income collapsed from $299,519 in the September 2019 quarter to $13,864 here, so nothing inside the trust is funding the runway. The redeemable carrying amount works out to roughly $10.57 a share, and the trust figure is as of September 30, 2020 only. A Nasdaq public-holder deficiency was cured during the period.

What changed: HL Acquisitions Corp. issued definitive merger materials dated November 10, 2020, first mailed on or about November 12, 2020, for an annual general meeting at 10:00 a.m. local time on December 4, 2020 at the offices of Graubard Miller in New York. Under the Business Combination Agreement dated June 6, 2020 and amended and restated August 25, 2020, Fusion Fuel Atlantic Limited merges into HL, which survives as a wholly owned subsidiary of Fusion Fuel Green PLC, and Parent then purchases all outstanding shares of Fusion Welcome — Fuel, S.A. from its shareholders. Why it matters: The arithmetic of the vote is set out plainly: HL's initial shareholders, officers and directors hold 1,375,000 initial shares, approximately 20.96% of the outstanding ordinary shares as of the November 4, 2020 record date, and are committed to vote in favour, so approval additionally requires holders of 1,904,179 shares, about 29.03%. A charter proposal replaces HL's terminating corporate existence with Parent's perpetual existence and drops the provisions applicable only to special purpose acquisition corporations. The PIPE is 2,450,000 Parent Class A Ordinary Shares at $10.25 per share.