Six Months Ended June 30, 2026 and Fiscal Year Ended December 31
Filed Oct 13, 2026Unaudited pro forma information reflects the July 21, 2026 acquisition of 100% of Royal Uranium Inc. as an asset acquisition, rather than an earnings release.
The pro forma combined company reported losses for both periods presented, while the completed Royal Uranium acquisition added royalty and exploration assets and was funded through the issuance of 3,750,018 Class A Ordinary Shares.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| Consolidated pro forma revenue, six months ended June 30, 2026other | 6,613 (in thousands of euros (€)) | – | – |
| Consolidated pro forma cost of revenues, six months ended June 30, 2026other | (4,630) (in thousands of euros (€)) | – | – |
| Consolidated pro forma gross profit, six months ended June 30, 2026other | 1,983 (in thousands of euros (€)) | – | – |
| Consolidated pro forma total operating expenses, six months ended June 30, 2026other | (5,943) (in thousands of euros (€)) | – | – |
| Consolidated pro forma income (loss) from operations, six months ended June 30, 2026other | (3,960) (in thousands of euros (€)) | – | – |
| Consolidated pro forma other income / (expenses), six months ended June 30, 2026other | (80) (in thousands of euros (€)) | – | – |
| Consolidated pro forma operating profit before tax, six months ended June 30, 2026other | (4,040) (in thousands of euros (€)) | – | – |
| Consolidated pro forma corporate income tax, six months ended June 30, 2026other | 65 (in thousands of euros (€)) | – | – |
| Consolidated pro forma net income (loss), six months ended June 30, 2026other | (3,975) (in thousands of euros (€)) | – | – |
| Consolidated pro forma total comprehensive income (loss), six months ended June 30, 2026other | (3,507) (in thousands of euros (€)) | – | – |
| Consolidated pro forma net loss attributable to shareholders of the Company, six months ended June 30, 2026other | (3,620) (in thousands of euros (€)) | – | – |
| Consolidated pro forma net income (loss) attributable to non-controlling interests, six months ended June 30, 2026other | (355) (in thousands of euros (€)) | – | – |
| Consolidated pro forma total comprehensive income (loss) attributable to shareholders of the Company, six months ended June 30, 2026other | (3,291) (in thousands of euros (€)) | – | – |
| Consolidated pro forma total comprehensive income (loss) attributable to non-controlling interests, six months ended June 30, 2026other | (216) (in thousands of euros (€)) | – | – |
| Consolidated pro forma weighted-average shares (basic and diluted), six months ended June 30, 2026other | 6,693,843 | – | – |
| Consolidated pro forma basic and diluted loss per share, six months ended June 30, 2026other | (0.54) (€) | – | – |
| Consolidated pro forma revenue, fiscal year ended December 31, 2025other | 14,441 (in thousands of euros (€)) | – | – |
| Consolidated pro forma cost of revenues, fiscal year ended December 31, 2025other | (10,235) (in thousands of euros (€)) | – | – |
| Consolidated pro forma gross profit, fiscal year ended December 31, 2025other | 4,206 (in thousands of euros (€)) | – | – |
| Consolidated pro forma total operating expenses, fiscal year ended December 31, 2025other | (13,235) (in thousands of euros (€)) | – | – |
| Consolidated pro forma income (loss) from operations, fiscal year ended December 31, 2025other | (9,029) (in thousands of euros (€)) | – | – |
| Consolidated pro forma other income / (expenses), fiscal year ended December 31, 2025other | 3,534 (in thousands of euros (€)) | – | – |
| Consolidated pro forma operating profit before tax, fiscal year ended December 31, 2025other | (5,495) (in thousands of euros (€)) | – | – |
| Consolidated pro forma corporate income tax, fiscal year ended December 31, 2025other | 92 (in thousands of euros (€)) | – | – |
| Consolidated pro forma net income (loss), fiscal year ended December 31, 2025other | (5,403) (in thousands of euros (€)) | – | – |
| Consolidated pro forma total comprehensive income (loss), fiscal year ended December 31, 2025other | (7,692) (in thousands of euros (€)) | – | – |
| Consolidated pro forma net loss attributable to shareholders of the Company, fiscal year ended December 31, 2025other | (4,529) (in thousands of euros (€)) | – | – |
| Consolidated pro forma net income (loss) attributable to non-controlling interests, fiscal year ended December 31, 2025other | (874) (in thousands of euros (€)) | – | – |
| Consolidated pro forma weighted-average shares (basic and diluted), fiscal year ended December 31, 2025other | 5,180,740 | – | – |
| Consolidated pro forma basic and diluted loss per share, fiscal year ended December 31, 2025other | (0.87) (€) | – | – |
| Consolidated pro forma cash and cash equivalents, June 30, 2026other | 228 (in thousands of euros (€)) | – | – |
| Consolidated pro forma royalty assets, June 30, 2026other | 8,910 (in thousands of euros (€)) | – | – |
| Consolidated pro forma exploration and evaluation asset, June 30, 2026other | 308 (in thousands of euros (€)) | – | – |
| Consolidated pro forma total assets, June 30, 2026other | 43,529 (in thousands of euros (€)) | – | – |
| Consolidated pro forma loans and borrowings, June 30, 2026other | 1,691 (in thousands of euros (€)) | – | – |
| Consolidated pro forma total liabilities, June 30, 2026other | 17,119 (in thousands of euros (€)) | – | – |
| Consolidated pro forma net assets, June 30, 2026other | 26,410 (in thousands of euros (€)) | – | – |
| Consolidated pro forma total equity, June 30, 2026other | 26,410 (in thousands of euros (€)) | – | – |
What drove it
- The Securities Exchange closed on July 21, 2026, when the Company acquired 100% of Royal Uranium through the issuance of 3,750,018 Class A Ordinary Shares.
- The shares issued for the Securities Exchange were measured at $2.69 per share, the Nasdaq closing price on July 21, 2026, giving a fair value of approximately $10.09 million, translated into euros at approximately €8.84 million.
- The total cost of the acquisition was approximately €9.92 million, including directly attributable transaction costs of approximately €1.08 million.
- The excess of acquisition cost over Royal Uranium's carrying amount of net assets, approximately €3.72 million, was allocated to royalty assets, increasing their carrying amount to approximately €8.91 million.
- No goodwill is recognized because the transaction was accounted for as the acquisition of a group of assets that does not constitute a business under IFRS 3.
Concerns
- The unaudited pro forma information may not be indicative of results that would have occurred had the Securities Exchange occurred on the stated dates and does not purport to indicate future results.
- The allocation of the acquisition cost is preliminary and will be finalized in the Company's consolidated financial statements for the year ending December 31, 2026; amounts ultimately recognized may differ.
- The combined company was in a pro forma loss position for both periods presented, and potential dilutive instruments were anti-dilutive.
- Royal Uranium's royalty interests are predominantly exploration-stage interests; no adjustment was made for amortization of the increase in royalty-asset carrying value because uranium royalty interests are pre-production and the units-of-production basis for producing natural gas royalty interests has not yet been determined.
- Fusion Fuel and Royal Uranium are each in a net loss position and have unrecognized deductible temporary differences and tax losses for which no deferred tax asset has been recognized.
What to watch
- Finalization of the independent valuation and acquisition-cost allocation in the consolidated financial statements for the year ending December 31, 2026.
- The final carrying amount assigned to royalty assets and any resulting changes from the preliminary allocation.
- Whether the Royal Uranium royalty interests progress beyond exploration stage and the determination of a units-of-production basis for the producing natural gas royalty interests.
- The effect of the 3,750,018 Class A Ordinary Shares issued in the Securities Exchange and potential additional Class A Ordinary Shares or pre-funded warrants under the Advisory Agreements.
Balance sheet and cash flow
- Consolidated pro forma cash and cash equivalents were 228 (in thousands of euros (€)) as of June 30, 2026.
- Consolidated pro forma total assets were 43,529 (in thousands of euros (€)) and total liabilities were 17,119 (in thousands of euros (€)) as of June 30, 2026.
- Consolidated pro forma loans and borrowings were 1,691 (in thousands of euros (€)) as of June 30, 2026.
- No operating cash flow, free cash flow, share repurchases, dividends, or debt-maturity information was reported in this filing.
Analysis
This Form 6-K furnishes unaudited pro forma condensed combined financial information rather than a conventional earnings release. It combines Fusion Fuel and Royal Uranium after the July 21, 2026 Securities Exchange, which was treated as an asset acquisition under IFRS rather than a business combination. Fusion Fuel issued 3,750,018 Class A Ordinary Shares and acquired 81,881,029 Royal Uranium common shares, representing 100% of Royal Uranium.
For the six months ended June 30, 2026, consolidated pro forma revenue was 6,613 (in thousands of euros (€)) and gross profit was 1,983 (in thousands of euros (€)). Total operating expenses were (5,943) (in thousands of euros (€)), producing an income (loss) from operations of (3,960) (in thousands of euros (€)) and net income (loss) of (3,975) (in thousands of euros (€)). Basic and diluted loss per share was (0.54) (€), based on weighted-average shares of 6,693,843.
For the fiscal year ended December 31, 2025, consolidated pro forma revenue was 14,441 (in thousands of euros (€)), while gross profit was 4,206 (in thousands of euros (€)). Operating expenses of (13,235) (in thousands of euros (€)) exceeded gross profit, resulting in an income (loss) from operations of (9,029) (in thousands of euros (€)) and net income (loss) of (5,403) (in thousands of euros (€)). The pro forma basic and diluted loss per share was (0.87) (€) on weighted-average shares of 5,180,740.
The acquisition accounting is the principal balance-sheet development. The total acquisition cost was approximately €9.92 million, including approximately €1.08 million of directly attributable transaction costs. Royal Uranium's net assets were approximately €6.20 million as of June 30, 2026, and the approximately €3.72 million excess of cost over the carrying amount of those net assets was allocated to royalty assets. This produced consolidated pro forma royalty assets of 8,910 (in thousands of euros (€)), with no goodwill recognized.
Liquidity and capital structure are key attention points in the pro forma balance sheet. Cash and cash equivalents were 228 (in thousands of euros (€)) as of June 30, 2026, compared with loans and borrowings of 1,691 (in thousands of euros (€)). The filing provides no forward guidance, cash-flow measures, or capital-return announcement. The accounting allocation remains preliminary, and management states that final amounts may differ when included in the consolidated financial statements for the year ending December 31, 2026.
Not in the filing
stated, not guessed- Standalone reported FY2026 operating results were not included in this filing.
- Revenue, gross-profit, operating-income, net-income, EPS, and cash-flow comparisons with prior-year or prior-quarter periods were not printed for the same reported periods.
- Gross margin percentages were not reported.
- Non-GAAP or adjusted financial measures were not reported.
- Operating cash flow, free cash flow, capital expenditures, and detailed debt maturities were not reported.
- Forward revenue, gross-margin, operating-expense, tax-rate, EPS, or other guidance was not reported.
- Segment revenue and segment profitability were not reported.
- Capital-return information, including dividends and share repurchases, was not reported.
- Named executive commentary and executive quotes were not included.
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.