Quality Industrial Corp. Enters Share Exchange; Restructures Al Shola Gas Deal

What Happened

• On September 23, 2026, Quality Industrial Corp. (QIND) entered into a Share Exchange Agreement with majority shareholder Fusion Fuel Green PLC and related Agreement & Amendment No. 2 to the prior Share Purchase Agreement for Al Shola Al Modea Gas Distribution L.L.C. Under the Share Exchange Agreement, Fusion Fuel will issue 500,000 Class A ordinary shares (aggregate value $2,000,000 at $4.00/share) to three third‑party investors (Sanjeeb Safir, Safir Ahammed, Mohamed Almheiri — allocated 40%/40%/20%). In exchange, QIND will issue to Fusion Fuel $2,000,000 worth of QIND common stock, with the share count based on QIND’s market price immediately before closing.
• The Agreement and Amendment No. 2 restructures the original $10,000,000 purchase price QIND paid to acquire 51% of Al Shola Gas: $1,020,000 already paid; $2,000,000 to be satisfied by the Parent Shares described above; $6,000,000 payable on or before December 31, 2027 (in cash or securities listed on an exchange, at Company’s election); and $980,000 payable in cash on or before December 31, 2027. If the Parent Shares are not issued by the Outside Date (Dec 31, 2026), QIND must make an Alternative Payment within 10 days to satisfy that $2,000,000 portion.

Key Details

• Transaction date: September 23, 2026. Parent Shares: 500,000 Class A ordinary shares (aggregate $2,000,000 at $4.00/share). Investor allocation: Safir 40%, Ahammed 40%, Almheiri 20%.
• QIND to issue $2,000,000 of its common stock to Fusion Fuel; share count based on lower of prior-day closing price or 5-day average (Yahoo! Finance) at closing.
• Payment schedule for Al Shola purchase restructured: $1,020,000 paid; $2,000,000 via Parent Shares (or Alternative Payment if not issued by 12/31/2026); $6,000,000 and $980,000 due by 12/31/2027.
• Lock-up and resale limits: Consideration securities subject to a 6‑month lock‑up, then a 3% daily volume limit; Fusion Fuel must file an F‑3 (or available form) registration covering resale of Parent Shares within 30 days after closing and use commercially reasonable efforts to have it effective within 90 days.
• Other terms: mutual indemnities (caps: $2,000,000 for the Share Exchange Agreement; $8,980,000 for the Amendment No.2, each with $50,000 deductible except for fraud/fundamental reps), 18‑month general rep survival, New York law, AAA arbitration in New York.
• Corporate relationships: Investors collectively own 49% of Al Shola Gas; QIND owns 51%. Safir is QIND’s COO and one of the Investors. Fusion Fuel is QIND’s majority owner.

Why It Matters

• This filing restructures how QIND satisfies $2.0M of the $10.0M purchase price for Al Shola Gas by issuing QIND shares to Fusion Fuel in exchange for Fusion Fuel issuing Fusion Fuel Parent Shares to the Investors — a transaction that can affect QIND’s outstanding shares and future dilution depending on the number of QIND shares issued at closing.
• The restructured payment schedule delays most cash outflows (up to $6.98M due by end of 2027) and removes prior financing obligations, changing QIND’s near‑term cash needs and obligations related to Al Shola Gas.
• The agreement also includes a Company call option to buy back Investor shares through March 27, 2027, dividend distribution provisions for Al Shola Gas starting Q3 2026, and resale/lock-up controls that limit immediate transferability of the consideration securities — relevant for liquidity and control considerations.

Note: The Form 8‑K also reports related unregistered sales of equity securities connected to these arrangements. The full agreements are filed as Exhibits 10.1 and 10.2 to the 8‑K.