Quality Industrial Corp. Files 8-K Amendment

TL;DR

Quality Industrial Corp. amended its 8-K filing on Nov 27, 2024, updating material agreements and control changes.

AI Summary

Quality Industrial Corp. filed an amendment (8-K/A) on November 27, 2024, to a previous Form 8-K dated November 18, 2024. The amendment pertains to the entry into a material definitive agreement, changes in control of the registrant, and Regulation FD disclosure. The filing also includes financial statements and exhibits.

Why It Matters

This amendment provides updated information and disclosures regarding significant corporate events, which is crucial for investors to understand the company's current status and any changes in control.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate significant corporate events like changes in control or material agreements, which can introduce uncertainty and risk.

Key Players & Entities

• Quality Industrial Corp. (company) — Registrant
• November 18, 2024 (date) — Earliest event reported date
• November 27, 2024 (date) — Filing date of amendment
• Nevada (jurisdiction) — State of incorporation
• WIKISOFT CORP. (company) — Former company name
• POWER PLAY DEVELOPMENT CORP (company) — Former company name

FAQ

Filing Documents

• ea0222269-8ka1_quality.htm (8-K/A) — 40KB
• ea022226901ex10-1_quality.htm (EX-10.1) — 89KB
• 0001213900-24-103025.txt ( ) — 313KB
• qind-20241118.xsd (EX-101.SCH) — 3KB
• qind-20241118_lab.xml (EX-101.LAB) — 33KB
• qind-20241118_pre.xml (EX-101.PRE) — 22KB
• ea0222269-8ka1_quality_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on November 18, 2024, Quality Industrial Corp., a Nevada corporation (the "Company"), Fusion Fuel Green PLC, an Irish public limited company (the "Fusion Fuel"), Ilustrato Pictures International Inc., a Nevada corporation and a stockholder of the Company ("Ilustrato"), and certain other stockholders of the Company (together with Ilustrato, the "Sellers" and the Sellers together with the Company and Fusion Fuel, the "Parties"), entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the "Purchase Agreement"). The Purchase Agreement provided that, at the closing of the transactions contemplated therein (the "Closing"), the Sellers were required to transfer an aggregate of (i) 78,312,334 shares of the Company's common stock owned by the Sellers and (ii) 20,000 shares of the Company's Series B Preferred Stock owned by the Sellers, constituting approximately 69.36% of the issued and outstanding capital stock of the Company (the "Sellers' Shares") to Fusion Fuel. In exchange, at the Closing, Fusion Fuel was required to issue (a) 3,818,969 Class A ordinary shares and (b) 4,171,327 Series A Convertible Preferred Shares (the "Preferred Shares") to the Sellers on a pro rata basis (the "Purchaser Shares"), subject to adjustment, with provisions for the Preferred Shares to convert into 41,713,270 Ordinary Shares subject to the approval of Fusion Fuel's shareholders and Nasdaq listing clearance. On November 26, 2024, the conditions to the Closing were satisfied in all material respects. As a result, the Sellers have delivered all of the necessary documentation to the Company's transfer agent to effect the transfer of the Sellers' Shares to Fusion Fuel, and Fusion Fuel instructed its transfer agent to issue its Shares Consideration to the Sellers, in which the Ordinary Shares Consideration will be issued to Ilustrato, and the Preferred Shares Consideration will be issued pro rata to

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 5.01. Following the Closing, the Company will function as a majority-owned subsidiary of Fusion Fuel. The shareholders of Fusion Fuel and its board of directors shall collectively be able to control the election of the Company's board of directors, all matters upon which stockholder approval is required and, ultimately, the direction of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 19, 2024, the Company issued a press release to announce the Company's entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as 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. 1 Cautionary Statement Concerning Forward-Looking Statements The press release attached as Exhibit 99.1 hereto and this Current Report contain "forward-looking statements" within the meaning of the 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 uncertaintie

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: Exhibit No. Description 2.1 * Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed November 19, 2024) 10.1 Form of Lock-Up Agreement, dated November 22, 2024. 99.1 Press Release of Quality Industrial Corp., dated November 19, 2024 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed November 19, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided , however , that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished. 2

SIGNATURES

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 CEO Date: November 27, 2024 3

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View this 8-K/A filing on SEC EDGAR