VENG / Vision Energy Corporation - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 28, 2025 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer o

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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 22, 2024 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer o

SHARE SALE AND PURCHASE AGREEMENT Vision Energy Holdings AG as the Seller LBC Tank Terminals Europe B.V. as the Purchaser Dated 22 November 2024 for the acquisition by the Purchaser of all issued shares in the share capital of the Company

Exhibit 10.1 Execution version SHARE SALE AND PURCHASE AGREEMENT between Vision Energy Holdings AG as the Seller and LBC Tank Terminals Europe B.V. as the Purchaser Dated 22 November 2024 for the acquisition by the Purchaser of all issued shares in the share capital of the Company i TABLE OF CONTENTS TABLE OF CONTENTS ii INTRODUCTION 1 RECITALS 1 1. Definitions and interpretation 2 1.1 Definitions

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 20, 2023 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of In

VISION ENERGY CORPORATION ANNOUNCES REVERSE SPLIT

Exhibit 99.1 VISION ENERGY CORPORATION ANNOUNCES REVERSE SPLIT JERSEY CITY, NJ / DATE / (GLOBE NEWSWIRE) / Vision Energy Corporation (OTC:VENG) (“Vision” or the “Company”) today announced that it will effect a 1-for-5 reverse stock split of its outstanding common stock. The reverse split will be effective for trading purposes as of the commencement of trading on June 13, 2023. The reverse stock sp

EX-3.1

Exhibit 3.1

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): June 8, 2023 VISION ENERGY CORPOR

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): June 8, 2023 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISION EN

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hromyk, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hromyk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Energy Corporation on Form 10-Q for the fi

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): April 27, 2023 VISION ENERGY CORP

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): April 27, 2023 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 000-55802 VISION ENERGY CORPORATION

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE RESGISTRANT Entity Name Place of Incorporation Vision Energy Holdings AG Switzerland Evolution Terminals BV The Netherlands Vision Energy UK Ltd. The United Kingdom Evolution Operating BV The Netherlands Evolution Terminals SPV II BV The Netherlands Vision Hydrogen BV The Netherlands

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Andrew Hromyk, certify that: 1. I have reviewed this annual report on Form 10-K of Vision Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hromyk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vision Energy Corporation on Form 10-K for the fisca

Description of Securities Registered under Section 12 of the Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF SECURITIES Common Stock We are authorized to issue up to 200,000,000 shares of our common stock, par value $0.0001 per share. As of March 31, 2023, there were 42,097,552 shares of our common stock issued and outstanding. The outstanding shares of our common stock are validly issued, fully paid and nonassessable. Holders of our common stock are entitled to one vote for ea

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of Vision Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 30, 2023 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of

Investor Presentation

Exhibit 99.1

Other Events, Financial Statements and Exhibits

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): January 10, 2023 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of

Vision Energy Corporation Provides Update on Recent Market Activity

Exhibit 99.1 Vision Energy Corporation Provides Update on Recent Market Activity JERSEY CITY, N.J., Jan. 12th, 2023 (GLOBE NEWSWIRE) — Vision Energy Corporation (PINK:VENG) (“Vision Energy” or the “Company”) wishes to make the following statements regarding recent removal from the OTCQB Market. On Dec. 6, 2022, the Company was informed by the OTC Markets Group Inc. (“OTC Markets”) of certain promo

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): December 7, 2022 VISION ENERGY CO

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): December 7, 2022 VISION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of

Vision Energy Corporation Announces Symbol Change To “VENG”

Exhibit 99.1 Vision Energy Corporation Announces Symbol Change To “VENG” JERSEY CITY, NJ / December 7, 2022 / (GLOBE NEWSWIRE) / Vision Energy Corporation (OTCQB:VENG) announces that, effective at the open of market trading today, its ticker symbol will change from “VIHDD” to “VENG”, completing previously reported corporate actions of the Company (see News Release dated November 7, 2022). No actio

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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 1, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer

VISIONH2 ANNOUNCES NAME CHANGE AND FORWARD SPLIT

Exhibit 99.1 VISIONH2 ANNOUNCES NAME CHANGE AND FORWARD SPLIT JERSEY CITY, New Jersey, November 7, 2022 Vision Hydrogen Corporation (OTCQB:VIHD) (?VisionH2? or the ?Company?) announces that has approved a 1 for 2 forward stock split and a change of name to ?Vision Energy Corporation?. Effective as of the opening of market trading on November 8, 2022, the Company?s common stock will trade under the

Agreement and Plan of Merger dated November 1, 2022

Exhibit 2.1

Articles of Merger filed November 1, 2022, filed as an exhibit to the Current Report on Form 8-K filed with Commission on November 7, 2022, and incorporated herein by reference.

Exhibit 3.1

Certificate of Change relating to Forward Stock Split and Authorized Capital Change filed November 1, 2022, filed as an exhibit to the Current Report on Form 8-K filed with Commission on November 7, 2022, and incorporated herein by reference.

Exhibit 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISIO

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hromyk, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hromyk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hromyk, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hromyk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISION HYD

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 30, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commissio

Management Services Agreement between Vision Hydrogen Corporation and First Finance Europe Ltd., dated June 20, 2022

Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement, together with the exhibits attached hereto (collectively this ?Agreement?) is entered into June 20, 2022 but made effective the 1st day of May, 2022 (the ?Effective Date?) by and between FIRST FINANCE EUROPE LIMITED, a UK company (the ?Service Provider?) and VISION HYDROGEN CORPORATION, a Nevada corporation (the ?Recipi

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 20, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of

VIHD / VISION HYDROGEN Corp / First Finance Europe Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No.

Stock Purchase Agreement, dated May 30, 2022

Exhibit 2.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, made effective this 30th day of May 2022 (the ?Agreement?), among VisionH2 Holdings AG, a Swiss corporation with an office for business located at Neuhofstrasse 19A, 6340 Baar Switzerland (?VisionH2? or the ?Buyer?), First Finance Europe Limited, a UK company with an office for business located at 20-22 Wenlock Road London United Kingd

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

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): May 30, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of I

Vision Hydrogen Acquires Advanced Renewable Fuels Development Project

Exhibit 99.1 Vision Hydrogen Acquires Advanced Renewable Fuels Development Project JERSEY CITY, N.J., June 1, 2022 - Vision Hydrogen Corporation (OTCQB: VIHD) (the ?Company?) announces that it has acquired a 100% interest in a 14 Ha port development project (the ?Project?) for the storage and distribution of low carbon and renewable fuels, including hydrogen carriers such as ammonia, methanol and

Employment Agreement by and between the Company and Matthew Hidalgo, effective May 9, 2022, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on May 24, 2022, and incorporated herein by reference.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT IS MADE effective the 9th day of May, 2022 BETWEEN: VISION HYDROGEN CORPORATION., incorporated under the laws of the State of Nevada, (hereinafter called the ?Corporation?) OF THE FIRST PART, AND: MATTHEW HIDALGO (hereinafter called the ?Employee?) OF THE SECOND PART. WHEREAS the Corporation is engaged in the business of developing renewable energy

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 22, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of I

May 18, 2022

May 18, 2022 Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.

VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation. (the ?Company?) and VoltH2 Holdings AG (?VoltH2?) after taking into effect the Share Purchase Agreement (?SPA?) entered into May 6, 2022 whereb

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 11, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commissio

VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation. (the ?Company?) and VoltH2 Holdings AG (?VoltH2?) after taking into effect the Share Purchase Agreement (?SPA?) entered into May 6, 2022 whereb

VIHD / VISION HYDROGEN Corp / Volt Energy B.V. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No.

VISION HYDROGEN MONETIZES FIRST TWO DEVELOPMENT PROJECTS

Exhibit 99.1 VISION HYDROGEN MONETIZES FIRST TWO DEVELOPMENT PROJECTS JERSEY CITY, New Jersey, May 11, 2022 (GLOBE NEWSWIRE) ? via InvestorWire ? Vision Hydrogen Corporation (OTCQB:VIHD) (the ?Company?) is pleased to announce that it has monetized its 100% interest in its Vlissingen green hydrogen development project and its 50% interest in its Terneuzen green hydrogen development project through

Stock Purchase Agreement, dated as of May 6, 2022

Exhibit 2.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. SHARE PURCHASE AGREEMENT regarding the issued shares in the capital of VoltH2 Operating B.V. VoltH2 Vlissingen B.V. VoltH2 Terneuzen B.V. between VoltH2 Holdings AG as Seller and Volt Energy B.V. as P

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure

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): May 6, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of In

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hromyk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hromyk, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISION HY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Commission File Number 000-55802 VISION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Commission File Number 000-55802 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 47-4823945 (State or other jurisdiction of incorporation or organi

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE RESGISTRANT Entity Name Place of Incorporation VoltH2 Holdings AG Switzerland VoltH2 Operating BV Netherlands VoltH2 Terneuzen BV Netherlands VoltH2 Vlissingen BV Netherlands

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hromyk and Andre Jurres, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vision Hydrogen Corporation on Form

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Andrew Hromyk, certify that: 1. I have reviewed this annual report on Form 10-K of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-55802 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 7, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of

Services Agreement dated March 7, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 8, 2022.

Exhibit 10.1 SERVICES AGREEMENT THIS AGREEMENT is made effective the 7th day of March, 2022 BETWEEN: VOLTH2 OPERATING B.V., incorporated under the laws of the Netherlands with registration number 81874766, Groot Arsenaal, Rijtuigweg 44, 4611 EL Bergen op Zoom, Netherlands (hereinafter called the ?Company?) OF THE FIRST PART,AND: VOLT ENERGY B.V., incorporated under the laws of the Netherlands, Pre

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): February 16, 2022 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer

Letter from Rosenberg Rich Baker Berman, P.A., dated February 22, 2022.

Exhibit 16.1 February 22, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K of Vision Hydrogen Corporation, dated February 22, 2022, and are in agreement with the statements as they relate to our Firm contained therein. We have no basis to agree or disagree with the other statements contained therein. Very tru

VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation (the ?Company?) and VoltH2 Holdings AG (?VoltH2?) after taking into effect the Share Exchange Agreement (?SEA?) entered into November 8, 2021 wh

VOLTH2 HOLDINGS AG Condensed Consolidated Financial Statements For the Three & Nine Months Ended September 30, 2021

Exhibit 99.1 VOLTH2 HOLDINGS AG Condensed Consolidated Financial Statements For the Three & Nine Months Ended September 30, 2021 VoltH2 Holdings AG Condensed Consolidated Statement of Operations (Unaudited) (Expressed in Euro) TABLE OF CONTENTS Page No. Review Report of Independent Registered Public Accounting Firm 1 Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited), and D

VOLTH2 HOLDINGS AG Consolidated Financial Statements For the Period June 15, 2020 (Date of Inception) to December 31, 2020

Exhibit 99.2 VOLTH2 HOLDINGS AG Consolidated Financial Statements For the Period June 15, 2020 (Date of Inception) to December 31, 2020 VOLTH2 HOLDINGS AG Index to Consolidated Financial Statements Page INDEPENDENT AUDITOR?S REPORT CONSOLIDATED FINANCIAL STATEMENTS 1 Consolidated Balance Sheet as of December 31, 2020 2 Consolidated Statement of Operations for the period from June 15, 2020 (Date of

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 8, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commi

VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation (the ?Company?) and VoltH2 Holdings AG (?VoltH2?) after taking into effect the Share Exchange Agreement (?SEA?) entered into November 8, 2021 wh

VIHD / VISION HYDROGEN Corp / First Finance Europe Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240.

VIHD / VISION HYDROGEN Corp / Volt Energy B.V. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

Services Agreement originally entered into on December 2, 2020 as assigned and amended to date

EX-10.3 5 ex10-3.htm Exhibit 10.3 SERVICES AGREEMENT THIS AGREEMENT is made effective the 1st day of December, 2020 BETWEEN: VOLTH2 B.V., incorporated under the laws of the Netherlands, Europaweg-Zuid 4, 4389 PD Ritthem (hereinafter called the “Company”) OF THE FIRST PART, AND: VOLT ENERGY B.V., incorporated under the laws of the Netherlands, President Kennedylaan 1, 6269 CA Margraten. (hereinafte

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 8, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer

VISION HYDROGEN ACQUIRES HYDROGEN PRODUCER VOLTH2

Exhibit 99.1 VISION HYDROGEN ACQUIRES HYDROGEN PRODUCER VOLTH2 JERSEY CITY, New Jersey, November 9, 2021 (GLOBE NEWSWIRE) ? Vision Hydrogen Corporation (OTCQB:VIHD) (the ?Company?) announces the completion of the acquisition of VoltH2 Holdings AG (?VoltH2?), one of Western Europe?s leading developers of hydrogen production facilities and infrastructure. VoltH2 Founded in June 2020, VoltH2 is a Eur

Stock Purchase Agreement, dated as of November 8, 2021

Exhibit 2.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of November 8, 2021 (the ?Agreement?), among Vision Hydrogen Corporation, a Nevada corporation (?Vision?), VoltH2 Holdings AG, a Swiss corporation (?Volt?), First Finance Europe Limited a British Columbia corporation (?First Finance? or a ?Seller?), Volt Energy B.V., a Dutch corporation (?Volt B.V.? or a ?Seller?), and Charlwo

Escrow Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021, and incorporated herein by reference.

EX-10.1 3 ex10-1.htm Exhibit 10.1 SECURITIES ESCROW AGREEMENT This SECURITIES ESCROW AGREEMENT (this “Agreement”) made as of the 8 day of November 2021, by and among Vision Hydrogen Corporation (the “Company”) whose address is 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302, Volt Energy B.V. (the “Shareholder” and together with the Company, the “Parties”), whose address is Preside

Services Agreement with Turquino Equity LLC by VoltH2 B.V. and Volt Energy B.V., dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021 and incorporated herein by reference.

EX-10.4 6 ex10-4.htm Exhibit 10.4 SERVICES AGREEMENT This Services Agreement, dated as of November 8, 2021 (this “Agreement”), is entered into between Vision Hydrogen Corporation, a Nevada corporation (“Vision”) and Turquino Equity LLC (“Turquino Equity”). RECITALS WHEREAS, Vision desires to engage Turquino Equity to provide certain services upon the terms and conditions hereinafter set forth, and

Pledge and Security Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021 and incorporated herein by reference.

EX-10.2 4 ex10-2.htm Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 8, 2021, between Volt Energy B.V. (“Volt B.V.” or a “Pledgor”) and Vision Hydrogen Corporation, a Nevada corporation with a mailing address of 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302 (“Vision”). W I T N E S S E T H : WHEREAS, on the da

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISIO

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 12, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer

VoltH2 Receives Permits for First Large-Scale Green Hydrogen Plant in Benelux Region

Exhibit 99.1 VoltH2 Receives Permits for First Large-Scale Green Hydrogen Plant in Benelux Region Press Release | 10/12/2021 JERSEY CITY, N.J., Oct. 12, 2021 (GLOBE NEWSWIRE) ? via InvestorWire ? Vision Hydrogen Corporation (OTCQB:VIHD) (the ?Company?) is pleased to announce that VoltH2, a Europe-based developer of green hydrogen production infrastructure projects that is 15.9% owned by the Compan

Exhibit 10.1 Promissory Note dated August 25, 2021

EX-10.1 2 ex10-1.htm Exhibit 10.1 PROMISSORY NOTE $500,000.00 August 25, 2021 FOR VALUE RECEIVED, VOLT H2 HOLDINGS AG, a Swiss corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Vision Hydrogen Corporation, a Nevada corporation (the “Noteholder”), the principal amount of $500,000.00 (ONE HUNDRED THOUSAND DOLLARS) (the “Loan”), as provided in this Promissory Note (t

Exhibit 10.2 First Amendment to June 7, 2021 Promissory Note, dated August 25, 2021

Exhibit 10.2 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (the ?First Amendment?) is made and entered into as of August 25, 2021 by and among Vision Hydrogen Corporation (the ?Noteholder?), and Volt H2 Holdings, AG (the ?Borrower?). RECITALS WHEREAS, the Borrower and Noteholder are parties to that certain Promissory Note, dated as of June 7, 2021 (the ?Note?), pursuan

Exhibit 10.3 First Amendment to June 28, 2021 Promissory Note, dated August 25, 2021

EX-10.3 4 ex10-3.htm Exhibit 10.3 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “First Amendment”) is made and entered into as of August 25, 2021 by and among Vision Hydrogen Corporation (the “Noteholder”), and Volt H2 Holdings, AG (the “Borrower”). RECITALS WHEREAS, the Borrower and Noteholder are parties to that certain Promissory Note, dated as of June 28, 2021

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 25, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer o

Promissory Note dated June 7, 2021

EX-10.01 2 ex10-01.htm Exhibit 10.01 PROMISSORY NOTE $100,000.00 JUNE 7, 2021 FOR VALUE RECEIVED, VOLT H2 HOLDINGS AG, a Swiss corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Vision Hydrogen Corporation, a Nevada corporation (the “Noteholder”), the principal amount of $100,000.00 (ONE HUNDRED THOUSAND DOLLARS) (the “Loan”), as provided in this Promissory Note (t

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISION HYD

Exhibit 10.1 Promissory Note dated June 28, 2021

EX-10.1 2 ex10-1.htm Exhibit 10.1 PROMISSORY NOTE $500,000.00 JUNE 28, 2021 FOR VALUE RECEIVED, VOLT H2 HOLDINGS AG, a Swiss corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Vision Hydrogen Corporation, a Nevada corporation (the “Noteholder”), the principal amount of $500,000.00 (ONE HUNDRED THOUSAND DOLLARS) (the “Loan”), as provided in this Promissory Note (thi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 28, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of

Other Events

8-K 1 form8-k.htm 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): June 7, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorpora

Vision Hydrogen Appoints Two Independent Directors

Exhibit 99.1 Vision Hydrogen Appoints Two Independent Directors Jersey City, New Jersey, May 12, 2021 (GLOBE NEWSWIRE) - Vision Hydrogen Corporation (OTCQB-VIHD) is pleased to announce the appointment of Michael A. Doyle and Charles F. Benton to the board of directors. For over 25 years, Mr. Doyle was a key executive for Comcast Corporation where he was the President of the largest division of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): May 12, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISION HY

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

Annual Report -

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 Commission File Number 000-55802 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 47-4823945 (State or other jurisdiction of inc

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vision Hydrogen Corporation on Form 10-K for the fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VISION HYDROGEN CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 92837

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VISION HYDROGEN CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 92837Y 101 (CUSIP Number) January 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

Other Events

8-K 1 form8-k.htm 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): February 1, 2021 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or other jurisdiction of incor

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Vision Hydrogen Corporation on Form 10-Q for the

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 VISIO

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vision Hydrogen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w

VISION HYDROGEN CORPORATION Up to 12,500,000 Shares of Common Stock $0.20 per Share

Filed pursuant to Rule 424(b)(3) Registration No. 333-249478 PROSPECTUS VISION HYDROGEN CORPORATION Up to 12,500,000 Shares of Common Stock $0.20 per Share Vision Hydrogen Corporation is offering up to a maximum of up to 12,500,000 shares (“Maximum Shares Offering”) of our common stock for gross proceeds of $2,500,000 (the “Maximum Offering Amount”) before deduction of commissions and offering exp

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VISION HYDROGEN CORPORATION 95 Christopher Columbus Drive, 16th Floor Jersey City, NJ 07302 October 21, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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As filed with the Securities and Exchange Commission on October 21, 2020 Registration No.

Consent of Rosenberg Rich Baker Berman, P.A., filed herewith.

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in the Registration Statement on Form S-1/A of our report, dated March 25, 2020 and October 14, 2020, on our audit of the consolidated financial statements of H/Cell Energy Corporation. We also consent to the reference of our firm under the caption “Experts” in the Registration Statement. /s/ Rosenbe

Form of Subscription Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on October 14, 2020 and incorporated herein by reference.

Exhibit 10.20 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto between VISION HYDROGEN CORPORATION (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, pursuant to a registration statement on Form S-1 (File No. 333-XXXXXX) that has been declared effective by the Securities and Exchange Comm

Opinion of Sichenzia Ross Ference LLP, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on October 14, 2020 and incorporated herein by reference.

Exhibit 5.01 October 14, 2020 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20546 Re: Vision Hydrogen Corporation, Form S-1 Registration Statement Ladies and Gentlemen: We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Vision Hydrog

Power of Attorney (incorporated by reference to the signature page to the Registration Statement on Form S-1 filed by the Registrant on October 14, 2020).

As filed with the Securities and Exchange Commission on October 14, 2020 Registration No.

Consent of Rosenberg Rich Baker Berman, P.A., filed herewith.

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in the Registration Statement on Form S-1 of our report, dated March 25, 2020 and October 14, 2020, on our audits of the consolidated financial statements of H/Cell Energy Corporation as of and for the years ended December 31, 2019 and 2018. We also consent to the reference of our firm under the capt

Form of Articles of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 29, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 5, 2020 and incorporated herein by reference.

EX-3.1 2 ex3-1.htm Exhibit 3.1

H/Cell Energy Announces Restructuring Changes

Exhibit 99.1 H/Cell Energy Announces Restructuring Changes Jersey City, NJ, October 5, 2020 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (the “Company”), a company that focuses on the production of hydrogen for clean energy applications, has announced several restructuring changes in order to take advantage of the hydrogen production market opportunities. The Company has changed its n

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits -

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): September 29, 2020 VISION HYDROGEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or other jurisdiction of incorporation) (Commi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement H/CELL ENERGY CORPORATION (Name of Registrant as

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement H/CELL ENERGY CORPORATION (Name of Registrant as

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

Seed capital subscription agreement, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on August 14, 2020 and incorporated herein by reference.

Exhibit 10.1

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CELL ENE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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): August 12, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Entry into a Material Definitive Agreement

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): July 17, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 26, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission F

Changes in Control of Registrant, Entry into a Material Definitive Agreement

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): June 19, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 26, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission Fi

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As filed with the Securities and Exchange Commission on July 19, 2019 Registration No.

Purchase and sale agreement, dated May 18, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 18, 2020 and incorporated herein by reference.

EX-10.01 2 ex10-01.htm Exhibit 10.01 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the “Agreement”) is made and effective as of May 18, 2020 between H/Cell Energy Corporation (the “Company”) and Turquino Equity LLC (“Turquino”). The Company and Turquino are referred to herein collectively as the “Parties”. The “Closing Date” shall be May 18, 2020 once all Parties have duly and prop

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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): May 18, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission Fi

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CELL EN

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

Resale agreement, dated April 21, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on April 21, 2020 and incorporated herein by reference.

Exhibit 10.03 RESALE AND RELEASE AGREEMENT This Resale and Release Agreement (this “Agreement”) is made and effective as of April 21, 2020 between and among H/Cell Energy Corporation (“HCCC or the Company”) on the one hand, and PVBJ, Inc. (“PVBJ”), a New Jersey corporation, Benis Holdings, LLC, a Pennsylvania Limited Liability Company (“Benis LLC”), and Paul V. Benis, Jr. (“Paul Benis”) on the oth

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 1, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commissio

HCCC / H Cell Energy Corp POS AM - -

As filed with the Securities and Exchange Commission on April 7, 2020 (Registration Number 333-232737) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.

Consent of Rosenberg Rich Baker Berman, P.A. filed herewith

Exhibit 23.01

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of H/Cell Energy Corporation on Form 10-K for the fisc

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 25, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission

Amendment to Loan Agreement, dated March 10, 2020, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 26, 2020 and incorporated herein by reference.

Exhibit 10.23 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTE (this “Amendment”) dated this 10th day of March 2020, (the “Effective Date”), is among THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) and PVBJ, Inc. a New Jersey Corporation( “Debtors”). RECITALS WHEREAS, Debtors

Form of promissory note, dated March 10, 2020, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 25, 2020 and incorporated herein by reference.

Exhibit 10.24 PROMISSORY NOTE $400,000.00 MARCH 10, 2020 FOR VALUE RECEIVED, PVBJ, INC. a Pennsylvania Corporation. (“Debtor”), unconditionally promises to pay to the order of THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), without setoff, at its offices at 639 Loyola Avenue, Suite 2565, New Orleans, Louisiana (Orleans

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

H/Cell Energy Reports FY2019 Year End Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2019 Year End Financial Results Dallas, TX, March 25, 2020 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its fiscal year ended December 31, 2019. Fiscal Year 2019 Highlights: ● Both wholly-owned sub

HCCC / H Cell Energy Corp 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 Commission File Number 000-55802 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 47-4823945 (State or other jurisdiction of incorporation or organiza

Securities Purchase Agreement, by and between the Company and FirstFire Global Opportunities Fund LLC, dated January 15, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on January 17, 2020 and incorporated herein by reference.

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2020, by and between H/CELL ENERGY CORPORATION, a Nevada corporation, with headquarters located at 3010 LBJ Freeway, Suite 1200, Dallas, Texas 75234 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 Fir

Convertible Promissory Note, issued by the Company to FirstFire Global Opportunities Fund LLC, dated January 15, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on January 17, 2020 and incorporated herein by reference.

Exhibit 10.02 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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): January 15, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commissio

Form of Amendment, dated January 3, 2020 but effective as of January 2, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on January 8, 2020 and incorporated herein by reference.

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECOND ALLONGE TO CONVERTIBLE NOTE DATED JANUARY 2, 2018 Reference is hereby made to the Convertible Note dated January 2, 2018 (the “Note”) issued by H/Cell Energy Corporation, a Nevada corporation (the “Company”) to (the “Holder”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Note. The Company and the Holder agree to

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): January 3, 2020 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorpor

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 12, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commissi

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

H/Cell Energy Reports FY2019 Third Quarter Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2019 Third Quarter Financial Results Dallas, TX, November 12, 2019 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its third quarter ended September 30, 2019. For the three months ended September 30,

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

HCCC / H Cell Energy Corp 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CEL

Securities Purchase Agreement, by and between the Company and FirstFire Global Opportunities Fund LLC, dated October 17, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 23, 2019 and incorporated herein by reference.

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 17, 2019, by and between H/CELL ENERGY CORPORATION, a Nevada corporation, with headquarters located at 3010 LBJ Freeway, Suite 1200, Dallas, Texas 75234 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 Fir

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): October 17, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorpo

Convertible Promissory Note, issued by the Company to FirstFire Global Opportunities Fund LLC, dated October 17, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 23, 2019 and incorporated herein by reference.

Exhibit 10.02 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 7, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission

H/Cell Energy Reports FY2019 Second Quarter Financial Results

EX-99.01 2 ex99-1.htm Exhibit 99.01 H/Cell Energy Reports FY2019 Second Quarter Financial Results Dallas, TX, August 7, 2019 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its second quarter ended June 30, 2019. For the three months ende

HCCC / H Cell Energy Corp 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CELL ENE

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Up to 700,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-232737 PROSPECTUS Up to 700,000 Shares of Common Stock This prospectus covers the offer and sale of up to 700,000 shares of common stock, $0.0001 par value per share of H/Cell Energy Corporation, a Nevada corporation, by GHS Investments LLC, or GHS or the Selling Stockholder. The shares of common stock being offered by the Selling Stockholder m

HCCC / H Cell Energy Corp S-1 - Registration Statement -

As filed with the Securities and Exchange Commission on July 19, 2019 Registration No.

Registration Rights Agreement, by and between H/Cell Energy Corporation and Triton Funds, LLC, dated March 12, 2019, filed herewith.

Exhibit 10.15 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2019, by and between H/CELL ENERGY CORPORATION, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanin

Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.01).

Exhibit 5.01 July 19, 2019 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20546 Re: H/Cell Energy Corporation, Form S-1 Registration Statement Ladies and Gentlemen: We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by H/Cell Energy Corp

Equity Purchase Agreement, by and between H/Cell Energy Corporation and Triton Funds, LLC, dated March 12, 2019, filed herewith.

EX-10.14 14 ex10-14.htm Exhibit 10.14 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of March 12, 2019 (this “Agreement”), by and between H/CELL ENERGY CORPORATION, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, t

Consent of Rosenberg Rich Baker Berman, P.A., filed herewith.

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in the Registration Statement on Form S-1 of our report, dated March 26, 2019, on our audit of the consolidated financial statements of H/Cell Energy Corporation. We also consent to the reference of our firm under the caption “Experts” in the Registration Statement. /s/ Rosenberg Rich Baker Berman, P

Registration Rights Agreement, by and between H/Cell Energy Corporation and GHS Investments LLC, dated July 9, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 15, 2019 and incorporated herein by reference.

Exhibit 10.02 REGISTRATION RIGHTS AGREEMENT This Registration Rights AGREEMENT (the “Agreement”), dated as of July 9, 2019 (the “Execution Date”), is entered into by and between H/Cell Energy Corporation., a Nevada corporation with its principal executive office at 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offi

Entry into a Material Definitive Agreement, Other Events, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): July 9, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporati

Equity Financing Agreement, by and between H/Cell Energy Corporation and GHS Investments LLC, dated July 9, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 15, 2019 and incorporated herein by reference.

Exhibit 10.01 EQUITY FINANCING AGREEMENT This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of July 9, 2019 (the “Execution Date”), is entered into by and between H/Cell Energy Corporation, a Nevada corporation with its principal executive office at 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at

H/Cell Energy Announces $3 Million Equity Investment Commitment

Exhibit 99.01 H/Cell Energy Announces $3 Million Equity Investment Commitment Dallas, TX, July 15, 2019 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, announced that it has entered into an equity purchase agreement with GHS Investments LLC (“GHS”) that will provide HCCC ac

Termination of a Material Definitive Agreement

8-K 1 form8-k.htm 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): June 24, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporat

HCCC / H Cell Energy Corp RW - -

H/CELL ENERGY CORPORATION 3010 LBJ Freeway, Suite 1200 Dallas, TX 75234 Telephone: (972) 888-6009 June 17, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

H/Cell Energy Reports FY2019 First Quarter Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2019 First Quarter Financial Results Dallas, TX, May 16, 2019 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its first quarter ended March 31, 2019. For the three months ended March 31, 2019, HCCC ge

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 16, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCCC / H Cell Energy Corp 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CELL EN

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Consent of Rosenberg Rich Baker Berman, P.A.

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in the Registration Statement on Form S-1 of our report, dated March 26, 2019, on our audit of the consolidated financial statements of H/Cell Energy Corporation. We also consent to the reference of our firm under the caption “Experts” in the Registration Statement. /s/ Rosenberg Rich Baker Berman, P

Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.01).

Exhibit 5.01 March 29, 2019 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20546 Re: H/Cell Energy Corporation, Form S-1 Registration Statement Ladies and Gentlemen: We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by H/Cell Energy Cor

HCCC / H Cell Energy Corp

As filed with the Securities and Exchange Commission on March 29, 2019 Registration No.

H/Cell Energy Reports FY2018 Year End Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2018 Year End Financial Results Dallas, TX, March 26, 2019 (GLOBE NEWSWIRE) - H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its fiscal year ended December 31, 2018. Fiscal Year 2018 Highlights: ● Increased year-over-y

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): March 26, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorpora

HCCC / H Cell Energy Corp (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 Commission File Number 000-55802 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 47-4823945 (State or other jurisdiction of incor

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of H/Cell Energy Corporation on Form 10-K for the fisc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): March 12, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorpora

Form of Registration Rights Agreement, by and between H/Cell Energy Corporation and the investor, dated March 12, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 15, 2019 and incorporated herein by reference.

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2019, by and between H/CELL ENERGY CORPORATION, a Nevada corporation (the “Company”), and (together with it permitted assigns, the “Buyer”).

Equity Purchase Agreement, by and between the Company and Triton Funds, LLC, dated March 12, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 15, 2019 and incorporated herein by reference.

Exhibit 10.01 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of March 12, 2019 (this “Agreement”), by and between H/CELL ENERGY CORPORATION, a Nevada corporation (the “Company”), and (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, and the Investor shall

Form of 10% Convertible Debenture, dated February 8, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 11, 2019 and incorporated herein by reference.

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Form of amendment, dated February 8, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 11, 2019 and incorporated herein by reference.

Exhibit 10.3 ALLONGE TO CONVERTIBLE NOTE DATED JANUARY 2, 2018 Reference is hereby made to the Convertible Note dated January 2, 2018 (the “Note”) issued by H/Cell Energy Corporation, a Nevada corporation (the “Company”) to (the “Holder”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Note. The Company and the Holder agree to amend the terms of the Note

Form of Securities Purchase Agreement, dated February 8, 2019, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 11, 2019 and incorporated herein by reference.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 8th day of February, 2019, by and among H/Cell Energy Corporation, a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Recitals A. The Company and the

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 8, 2019 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commissio

HCCC / H Cell Energy Corp / Hidalgo Andy Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

Joint Filing Agreement, dated as of February 11, 2019, by and between Andrew Hidalgo and Turquino Equity LLC (filed herewith).

Exhibit 3 JOINT FILING AGREEMENT This Joint Filing Agreement is filed as an exhibit to Schedule 13D being filed by Andrew Hidalgo and Turquino Equity LLC in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13D to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.

H/Cell Energy Reports FY2018 Third Quarter Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2018 Third Quarter Financial Results Flemington, NJ, November 8, 2018 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen energy systems, has announced financial results for its fiscal 2018 third quarter ended September 30, 2018. For the three months ended September

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 8, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commissio

HCCC / H Cell Energy Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CEL

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Form of promissory note, dated August 21, 2018, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on August 24, 2018 and incorporated herein by reference.

EX-10.2 3 ex10-2.htm Exhibit 10.02 PROMISSORY NOTE $350,000.00 AUGUST 21, 2018 FOR VALUE RECEIVED, PVBJ, INC. a New Jersey Corporation. (“Debtor”), unconditionally promises to pay to the order of THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), without setoff, at its offices at 639 Loyola Avenue, Suite 2565, New Orleans,

Form of Credit Agreement, dated August 21, 2018, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on August 24, 2018 and incorporated herein by reference.

Exhibit 10.01 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of August 21, 2018 (the “Effective Date”), is between (a) THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its su

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): August 21, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 10, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission

H/Cell Energy Reports FY2018 Second Quarter Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2018 Second Quarter Financial Results Flemington, NJ, August 10, 2018 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen energy systems, has announced financial results for its fiscal 2018 second quarter ended June 30, 2018. For the three months ended June 30, 2018

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of H/Cell Energy Corporation on Form 10-Q for the f

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

HCCC / H Cell Energy Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55802 H/CELL ENE

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

H/Cell Energy Reports FY2018 First Quarter Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2018 First Quarter Financial Results Flemington, NJ, June 27, 2018 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen energy systems, has announced financial results for its fiscal 2018 first quarter ended March 31, 2018. For the three months ended March 31, 2018,

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): June 27, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporat

HCCC / H Cell Energy Corp 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number:

PVBJ Inc. FINANCIAL STATEMENTS December 31, 2017 and 2016 PVBJ Inc. TABLE OF CONTENTS

EX-99.02 2 ex99-02.htm Exhibit 99.02 PVBJ Inc. FINANCIAL STATEMENTS December 31, 2017 and 2016 PVBJ Inc. TABLE OF CONTENTS Page Financial Statements Independent Auditor’s Report 1 Balance Sheets as of December 31, 2017 and 2016 2 Statements of Operations and Shareholder Deficit for the years ended December 31, 2017 and 2016 3 Statements of Cash Flows for the years ended December 31, 2017 and 2016

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 1, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incor

H/CELL ENERGY CORPORATION UNAUDITED PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 2017

On February 1, 2018 (the “Closing Date”), H/Cell Energy Corporation (“the Company”) entered into a share exchange agreement (the “Exchange Agreement”) by and among the Company, PVBJ Inc.

Financial Statements and Exhibits, Other Events

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): June 8, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events

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): May 21, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCCC / H Cell Energy Corp NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number: 000-55802 CUSIP Number: 404123101 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report

Financial Statements and Exhibits, Other Events

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): April 19, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction (Commission (IRS Employer of I

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 2, 2018 H/CELL ENERGY CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-55802 47-4823945 (State or Other Jurisdiction of Incorporation) (Commission F

H/Cell Energy Reports FY2017 Year End Financial Results

Exhibit 99.01 H/Cell Energy Reports FY2017 Year End Financial Results Flemington, NJ, April 2, 2018 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen energy systems, has announced financial results for its fiscal year ended December 31, 2017. For the twelve months ended December 31, 2017, HCCC generat

List of Subsidiaries, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on April 2, 2018 and incorporated herein by reference.

Exhibit 21.01 SUBSIDIARIES OF THE COMPANY Subsidiary Name State/ Jurisdiction of Incorporation/Formation The Pride Group (QLD) Pty Ltd. Australia PVBJ Inc. New Jersey

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hidalgo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of H/Cell Energy Corporation on Form 10-K for the fisc

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.01 CERTIFICATION I, Andrew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.02 CERTIFICATION I, Matthew Hidalgo, certify that: 1. I have reviewed this annual report on Form 10-K of H/Cell Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r