SCHEDULE 13G: Kazazian Entities Disclose 9.4% Passive Stake in Boxlight Corporation

Kazazian Asset Management, Kazazian Capital Master Fund, and Kirk Kazazian have jointly disclosed a 9.4% passive beneficial ownership stake in Boxlight Corporation's Class A Common Stock.

Summary

• Kazazian Asset Management, LLC, Kazazian Capital Master Fund, L.P., and Kirk Kazazian (collectively, the "Reporting Persons") have filed a Schedule 13G, disclosing beneficial ownership of Boxlight Corporation's Class A Common Stock.
• The Reporting Persons collectively beneficially own 224,500 shares of Boxlight Corporation's Class A Common Stock.
• This ownership represents 9.4% of the outstanding Class A Common Stock.
• The beneficial ownership includes 60,000 shares directly held by Kazazian Capital Master Fund, L.P., and additional shares acquirable through the exercise of warrants.
• A "blocker" provision is in place, preventing the Fund from exercising warrants or converting instruments if it would result in beneficial ownership exceeding 9.99% of the outstanding shares.
• The percentage of class is calculated based on 2,230,379 shares outstanding as of May 12, 2025, as stated in Boxlight Corporation's Form 10-Q filed on May 14, 2025.
• The filing certifies that the securities were not acquired for the purpose of changing or influencing the control of Boxlight Corporation.

Sentiment

Score: 6

Explanation: The filing indicates a significant passive investment by a reputable asset management firm, which can be viewed as a positive signal of confidence in Boxlight Corporation. However, as a passive filing, it does not contain operational or financial updates from the company itself, thus limiting its direct impact on sentiment beyond the ownership disclosure.

Positives

• A significant institutional investor (Kazazian Capital Master Fund, L.P.) has taken a substantial passive stake, potentially signaling confidence in Boxlight Corporation's long-term prospects.
• The filing explicitly states that the securities were not acquired for the purpose of changing or influencing control, indicating a passive investment strategy that may reduce concerns about potential disruptive activism.

Negatives

• The presence of a "blocker" provision limits the extent to which the reporting persons can increase their ownership beyond 9.99%, which might cap potential future investment or influence from this specific investor group.

Risks

• The reported beneficial ownership includes shares acquirable through warrants, meaning the full stake is contingent on the exercise of these warrants.
• The "blocker" provision, limiting ownership to 9.99%, could restrict the reporting persons' ability to fully exercise all warrants if it pushes them over this threshold, potentially impacting their investment flexibility.

Future Outlook

This document is a passive ownership filing and does not contain forward-looking statements or guidance from Boxlight Corporation's management. It solely reflects the reporting persons' current ownership stake and their intent to hold the shares for investment purposes without influencing control.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11." (Statement made by Kirk Kazazian on behalf of all reporting persons).

Industry Context

This filing indicates a significant passive investment in Boxlight Corporation, a company likely operating in the education technology or display solutions sector. Such investments by asset management firms are common and can signal a belief in the long-term value of the company within its industry, without implying any immediate strategic changes or competitive shifts. It suggests that the investor sees value in Boxlight's current business trajectory.

Comparison to Industry Standards

• This is a standard Schedule 13G filing, a routine regulatory disclosure for passive ownership exceeding 5% of a company's outstanding shares.
• The 9.4% stake is a substantial passive position, nearing the 10% threshold that would typically trigger a Schedule 13D filing (which implies potential activist intent), but the explicit 'blocker' provision keeps the beneficial ownership calculation below this for 13G purposes.
• The document does not provide specific comparable companies, projects, or results to assess Boxlight Corporation's performance against industry benchmarks.

Stakeholder Impact

• Shareholders: May view the significant passive stake by Kazazian entities as a vote of confidence in Boxlight Corporation's value, potentially leading to increased investor interest or stability.
• Company Management: Will be aware of a large passive shareholder, though this filing explicitly states no intent to influence control, suggesting minimal immediate operational impact.

Next Steps

• No specific future actions, events, or milestones are mentioned by Boxlight Corporation or the reporting persons in this filing, beyond the ongoing passive investment.

Key Dates

Recommendation

Keywords

Boxlight Corporation, Class A Common Stock, Schedule 13G, Beneficial Ownership, Institutional Investor, Passive Investment, Warrants, SEC Filing, Kazazian Asset Management, Kazazian Capital Master Fund, Kirk Kazazian