SCHEDULE: Roxy Capital, Eric Lazer Disclose 9.39% Stake in Fusion Fuel Green

Roxy Capital Corp and Eric Lazer have jointly disclosed a 9.39% beneficial ownership stake in Fusion Fuel Green PLC, holding 200,682 Class A Ordinary Shares.

Summary

• Roxy Capital Corp and Eric Lazer (the "Reporting Persons") jointly filed an Amendment No. 1 to Schedule 13G for Fusion Fuel Green PLC.
• The Reporting Persons beneficially own an aggregate of 200,682 Class A Ordinary Shares of Fusion Fuel Green PLC.
• This represents 9.39% of the total outstanding Class A Ordinary Shares, based on 2,136,888 shares outstanding as of December 17, 2025.
• Eric Lazer is the Director of Roxy Capital and holds sole voting and investment power over the securities held by it.
• The Reporting Persons also hold various warrants to purchase additional Class A Ordinary Shares, including 26,515 pre-funded warrants (exercise price $0.0035), 197,249 warrants (exercise price $3.50), and 141,482 warrants (exercise price $5.00).
• Due to a 4.99% beneficial ownership limitation, the Reporting Persons currently cannot exercise these warrants and do not beneficially own the underlying shares; this limitation can be increased to 9.99% with 61 days' prior notice.
• The securities were not acquired for the purpose of changing or influencing control of the issuer, except for activities related to a nomination under Rule 14a-11.

Sentiment

Score: 5

Explanation: The filing is a standard disclosure of beneficial ownership and does not contain information that would inherently be positive or negative for the company's operational performance or financial health. It simply reports a significant stake.

Positives

• Disclosure of a significant beneficial ownership stake (9.39%) by Roxy Capital Corp and Eric Lazer in Fusion Fuel Green PLC.
• The Reporting Persons hold a substantial number of warrants (totaling 365,246 shares) which could increase their stake in the future, subject to beneficial ownership limitations.

Negatives

• The Joint Filing Agreement (Exhibit 1) incorrectly states that the filing is for "ordinary shares of Gryphon Digital Mining, Inc." instead of Fusion Fuel Green PLC, indicating a potential clerical error in the filing process.
• The beneficial ownership limitation of 4.99% currently prevents the Reporting Persons from exercising their warrants and increasing their stake beyond the reported 9.39% without prior notice.

Risks

• The beneficial ownership limitation on warrants means the Reporting Persons cannot immediately increase their stake, potentially limiting their influence or ability to capitalize on future share price movements from warrant exercise.
• A clerical error in the Joint Filing Agreement, referencing a different company (Gryphon Digital Mining, Inc.), could indicate an oversight in the filing process, though it is likely an isolated error given the main document's clarity.

Future Outlook

There are no forward-looking statements or guidance provided in this filing.

Management Comments

• Eric Lazer is the Director of Roxy Capital and has sole voting and investment power over the securities held by it.
• Eric Lazer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any, in such securities.
• 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 Rule 14a-11.

Industry Context

This filing is a standard disclosure of beneficial ownership and does not contain information related to broader industry trends or competitive analysis.

Related Party Transactions

• The joint filing between Roxy Capital Corp and Eric Lazer, where Eric Lazer is the Director of Roxy Capital, constitutes a related party arrangement for the purpose of this disclosure.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant shareholder's stake and potential future interest through warrants, which could influence market perception of the stock's stability or potential for activist involvement (though disclaimed).

Key Dates

Recommendation

This filing is a routine disclosure of beneficial ownership and does not provide new information about the company's operational performance, financial results, or strategic direction. While a significant stake can be noteworthy, the disclaimed intent to influence control and the beneficial ownership limitation on warrants suggest a passive investment for now. Therefore, a "hold" recommendation is appropriate as there's no immediate catalyst for a change in investment thesis based solely on this disclosure.

Keywords

Fusion Fuel Green PLC, Roxy Capital Corp, Eric Lazer, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Warrants, Shareholder Disclosure, SEC Filing