UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November 18~~ August 28, ~~2024~~2025

Quality Industrial Corp.

(Exact name of registrant as specified in its charter)

Nevada

000-56239

35-2675388

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

315 Montgomery Street San Francisco, CA		94104
505 Montgomery Street San Francisco, CA		94104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) -706-0806

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		QIND		OTCID

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November 18, 2024, Quality Industrial Corp., a Nevada corporation~~ ~~(the~~August ~~“Company”)~~28, ~~Fusion Fuel Green PLC~~2025, ~~an Irish public limited company (~~the ~~“Fusion~~Board ~~Fuel”), Ilustrato Pictures International Inc., a Nevada corporation , a stockholder~~ of ~~the~~Directors ~~Company (“Ilustrato”), and certain other stockholders~~ of the Company ~~(together~~approved ~~with Ilustato, the “Sellers” and the Sellers together with the Company and Fusion Fuel, the “Parties”), entered into~~ a ~~Stock~~strategic ~~Purchase~~realignment ~~Agreement, dated as~~ of ~~November~~its ~~18,~~executive ~~2024~~leadership ~~(the “Purchase Agreement”). Under the Purchase Agreement, the Sellers will transfer an aggregate of 78,312,334 shares of common stock~~ and ~~20,000~~board ~~shares of Series B Preferred Stock of the Company~~composition, ~~constituting~~effective ~~approximately 69~~immediately.~~36%~~ ofAs ~~the~~part ~~capital stock~~ of ~~the~~this ~~Company,~~planned ~~to Fusion Fuel (the “Transferred Shares”). Fusion Fuel will issue 3~~transition,~~818,969~~ ~~Class A ordinary shares and 4,171,327 preferred shares to~~ the ~~Sellers,~~Board ~~subject~~approved toseveral ~~adjustment,~~executive ~~with provisions for the preferred shares to convert into 41,713,270 ordinary shares subject to shareholder approval~~ and ~~Nasdaq~~director ~~listing clearance~~appointments. ~~The~~In ~~Purchase~~connection ~~Agreement~~with ~~also~~these ~~provides for a post-closing merger of the Company into a newly formed subsidiary of Fusion Fuel~~appointments, ~~resulting~~certain inofficers ~~the~~and ~~Company becoming~~directors asubmitted ~~wholly-owned~~their ~~subsidiary of Fusion Fuel. The transaction is subject to customary closing conditions~~resignations, ~~including~~which ~~regulatory~~became ~~approvals. The~~effective ~~Parties~~concurrently ~~have also agreed~~ to ~~several post-closing covenants, including actions related to shareholder meetings and financing arrangements.~~facilitate ~~The~~the ~~agreement~~new ~~contains~~leadership ~~customary representations, warranties, and indemnification provisions, and certain unwinding and termination rights~~structure.

~~The foregoing description of the Purchase Agreement does not purport~~Appointment ~~to be complete and is qualified in its entirety by reference to the full text~~ of ~~the~~Interim ~~Purchase~~Chief ~~Agreement,~~Financial aOfficer ~~copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”). The foregoing description has been included to provide investors~~ and ~~securityholders~~Director; ~~with~~Resignation ~~information regarding the terms~~ of ~~the~~Chief ~~Purchase~~Financial Agreement, and is qualified in its entirety by the terms and conditions of the Purchase Agreement. It is not intended to provide any other factual information about the Company, Fusion Fuel, the Sellers, or their respective subsidiaries or affiliates. The Purchase Agreement contains representations, warranties and covenants by each of the Parties, which were made only for purposes of the Purchase Agreement. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the Parties, may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.Officer

~~Item~~The Board 7appointed Mr.01 ~~Regulation~~Carsten FDKjems ~~Disclosure~~Falk as the Company’s Interim Chief Financial Officer and as a Director of the Company, effective August 28, 2025. Mr. Falk has served the Company in several senior executive roles since 2020 and brings extensive leadership experience across the SaaS, FMCG, and energy sectors.

OnIn connection ~~November~~with ~~19,~~Mr. ~~2024~~Falk’s appointment, ~~the~~Mr. ~~Company~~Krishnan ~~issued~~Krishnamoorthy aresigned ~~press~~from ~~release~~his toposition ~~announce~~as Chief Financial Officer, effective ~~the~~immediately. ~~Company’s~~The ~~entry~~resignation ~~into~~was not the ~~Purchase~~result ~~Agreement.~~of Aany ~~copy~~disagreement ofwith the ~~press~~Company, ~~release~~its ismanagement, ~~furnished~~operations, aspolicies, ~~Exhibit~~or 99practices.1 Mr. toKrishnamoorthy ~~this~~has ~~Current~~confirmed ~~Report~~that he has no outstanding claims or obligations with respect to the Company.

~~The information furnished pursuant to this Item 7.01 (including Exhibit~~Appointment ~~99.1) shall not be deemed “filed” for purposes~~ of ~~Section~~Chief 18Operating ofOfficer; ~~the~~Resignation ~~Securities Exchange Act~~ of ~~1934,~~Chief asOperating amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.Officer

The Board appointed Mr. Sanjeeb Safir as the Company’s Chief Operating Officer (“COO”), effective August 28, 2025. Mr. Safir has served since 2008 as Managing Director of Al Shola Al Modea Gas and Distribution LLC and currently oversees the Company’s operations in the Middle East region. Mr. Safir’s existing employment agreement remains unchanged and has been filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Cautionary~~To facilitate ~~Statement~~Mr. Safir’s appointment, Mrs. Louise Bennett resigned from her position as COO, effective immediately. The resignation ~~Concerning Forward~~was not the result of any disagreement with the Company, its operations, or policies. Pursuant to a pre-~~Looking Statements~~agreed arrangement, the Company has agreed to pay Mrs. Bennett approximately $60,000 in accordance with a defined payment schedule.

~~The press release attached as Exhibit 99.1 hereto and~~Appointment ~~this Current Report contain “forward-looking statements” within the meaning~~ of ~~the~~Chairman ~~Private Securities Litigation Reform Act of 1995~~ and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including the Company’s ability to complete its acquisition by Fusion Fuel and integrate its businessDirector; ~~the~~Resignation ~~ability~~ of ~~the~~Chairman ~~Company, the Sellers~~ and Fusion Fuel to obtain all necessary consents and approvals in connection with the transaction; the ability of the Parties to obtain clearance from The Nasdaq Stock Market LLC of an initial listing application in connection with the transaction; the ability of Fusion Fuel to obtain required shareholder approval of the transaction; the outcome of any legal proceedings that may be instituted by or against any of the the Company, Fusion Fuel, or the Sellers resulting from the entry into or termination of the Purchase Agreement; our ability or inability to complete potential transactions and provide anticipated value and growth as a result thereof; the risk that any acquisition will disrupt current plans and operations as a result of the announcement and consummation of any such acquisition; the inability to recognize the anticipated benefits of an acquisition, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain key employees; costs related to the acquisition; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors and other risks and uncertainties indicated from time to time; and general economic conditions. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.Director

~~Item~~The Board 9appointed Mr.01 Frederico Figueira de Chaves as Chairman of the Board of Directors and as a Director of the Company, effective August 28, 2025. Mr. Chaves currently serves as Interim Chief Financial ~~Statements~~Officer and ~~Exhibits~~Director of Fusion Fuel Green PLC (“Fusion Fuel”). He has previously served in multiple senior leadership roles at Fusion Fuel, including Chief Executive Officer and Chief Financial Officer.

~~(d)~~In connection with Mr. Chaves’s appointment, Mr. Nicolas Link resigned as Chairman of the Board and Director of the Company, effective immediately. The ~~following~~resignation ~~exhibits~~was ~~are~~not ~~being~~the ~~filed~~result of any disagreement with the Company, its management, operations, policies, or practices. ~~herewith:~~Pursuant to a pre-agreed arrangement, the Company has agreed to pay Mr. Link approximately $255,000 over a defined payment schedule.

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of November 198, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp.
99.1		Press Release of Quality Industrial Corp., dated November 19, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Appointment of Director

2The Board of Directors also appointed Mr. John-Paul Backwell as a Director of the Company, effective August 28, 2025. Mr. Backwell currently serves as the Company´s Chief Executive Officer and as Chief Executive Officer of Fusion Fuel Green PLC, the Company´s majority shareholder. He brings over 25 years of leadership experience in the manufacturing, technology, and energy industries.

~~SIGNATURES~~Mr. Falk, Mr. Safir, Mr. Chaves, and Mr. Backwell have no family relationships with any current director, executive officer, or nominee of the Company, as defined under Item 401(d) of Regulation S-K.

~~Pursuant~~There toare ~~the~~no ~~requirements~~transactions ofbetween the ~~Securities Exchange~~Company ~~Act~~and ofMr. ~~1934~~Falk, ~~the~~Mr. ~~registrant~~Safir, ~~has~~Mr. ~~duly~~Chaves, ~~caused~~or ~~this~~Mr. ~~report~~Backwell tothat berequire ~~signed~~disclosure onunder ~~its~~Item 404(a) ~~behalf~~of byRegulation ~~the undersigned hereunto duly authorized~~S-K.

~~Quality~~SECTION 9 ~~Industrial Corp. /s/ John~~-~~Paul~~ ~~Backwell~~Financial ~~John-Paul~~Statements ~~Backwell~~and ~~CEO Date: November 19, 2024~~Exhibits

3Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Employment Agreement by and between Quality Industrial Corp. and Sanjeeb Safir
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Quality Industrial Corp.

/s/ John-Paul Backwell

John-Paul Backwell
Chief Executive Officer
Date: September 4, 2025

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