[SCHEDULE 13G] Boxlight Corporation SEC Filing

Rhea-AI Filing Summary

The Schedule 13G filed on 20 Feb 2025 shows that a group of Roystone-affiliated entities – Roystone Fund LP, Roystone Fund GP LLC, Roystone Management Holdings LLC, RB Management GP LLC and Richard Barrera – has accumulated a 9.9 % beneficial ownership in Boxlight Corporation (NASDAQ: BOXL) Class A common stock.

The group reports aggregate beneficial ownership of 236,652 shares, all held with shared voting and dispositive power. The position consists of 236,000 common shares and 205,000 pre-funded warrants that are each exercisable for one share but are contractually limited to keep overall ownership below the 9.9 % threshold. A footnote indicates that, as of the event date, the economic interest was effectively 100,000 common shares plus 341,000 pre-funded warrants, yet the 9.9 % cap governs reportable ownership.

This 13G filing signals a passive investment under Rule 13d-1(c), with all entities organized in Delaware except the individual filer. No other material transactions, earnings data or governance changes are disclosed.

Positive

• Institutional stake of 9.9 % by Roystone entities introduces a sophisticated shareholder, signalling confidence in BOXL’s prospects and potentially improving share liquidity.

Negative

• None.

Insights

Financial Analyst

TL;DR: Roystone reveals a 9.9 % passive stake in BOXL, signalling institutional confidence, modestly positive but not transformational.

Roystone’s near-10 % position is sizeable for a micro-cap such as Boxlight and may improve trading liquidity while hinting at undervaluation perceived by a sophisticated hedge-fund manager. Because the group filed on Schedule 13G rather than 13D, its intentions appear passive, reducing expectations of activist involvement. The inclusion of pre-funded warrants suggests flexibility to increase ownership quickly should the cap be lifted, yet the contractual 9.9 % ceiling limits immediate dilution risk for existing shareholders. Overall, the disclosure is modestly bullish as it introduces a committed institutional holder but does not change Boxlight’s fundamentals.

Corporate Governance Specialist

TL;DR: Passive 13G; governance impact low, ownership concentration inching toward insider-threshold worth monitoring.

Staying just under 10 % allows Roystone to avoid heightened reporting and potential anti-takeover provisions, indicating no current activist agenda. Shared voting power across multiple Delaware entities centralizes influence under Richard Barrera, yet the absence of sole voting rights limits unilateral action. Investors should watch future amendments; conversion of warrants or market purchases could tip ownership above 10 %, triggering Schedule 13D obligations and possibly prompting governance initiatives. At present, impact is limited to disclosure transparency.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Boxlight Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

103197307

(CUSIP Number)

02/20/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 103197307

1

Names of Reporting Persons

Roystone Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 236,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 236,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

236,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: 1 This figure is comprised of 236,000 shares of common stock and an additional 205,000 pre-funded common stock purchase warrants, each exercisable for one share of Class A Common Stock, par value $0.0001 per share, subject to a 9.9% beneficial ownership limitation (the "Pre-Funded Warrants"). As of February 20, 2025, the beneficial ownership percentage reported herein was comprised of 100,000 shares of common stock and 341,000 Pre-Funded Warrants.

SCHEDULE 13G

CUSIP No. 103197307

1

Names of Reporting Persons

Roystone Fund GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 236,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 236,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

236,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: 1 This figure is comprised of 236,000 shares of common stock and an additional 205,000 pre-funded common stock purchase warrants, each exercisable for one share of Class A Common Stock, par value $0.0001 per share, subject to a 9.9% beneficial ownership limitation (the "Pre-Funded Warrants"). As of February 20, 2025, the beneficial ownership percentage reported herein was comprised of 100,000 shares of common stock and 341,000 Pre-Funded Warrants.

SCHEDULE 13G

CUSIP No. 103197307

1

Names of Reporting Persons

Roystone Management Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 236,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 236,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

236,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: 1 This figure is comprised of 236,000 shares of common stock and an additional 205,000 pre-funded common stock purchase warrants, each exercisable for one share of Class A Common Stock, par value $0.0001 per share, subject to a 9.9% beneficial ownership limitation (the "Pre-Funded Warrants"). As of February 20, 2025, the beneficial ownership percentage reported herein was comprised of 100,000 shares of common stock and 341,000 Pre-Funded Warrants.

SCHEDULE 13G

CUSIP No. 103197307

1

Names of Reporting Persons

RB Management GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 236,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 236,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

236,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: 1 This figure is comprised of 236,000 shares of common stock and an additional 205,000 pre-funded common stock purchase warrants, each exercisable for one share of Class A Common Stock, par value $0.0001 per share, subject to a 9.9% beneficial ownership limitation (the "Pre-Funded Warrants"). As of February 20, 2025, the beneficial ownership percentage reported herein was comprised of 100,000 shares of common stock and 341,000 Pre-Funded Warrants.

SCHEDULE 13G

CUSIP No. 103197307

1

Names of Reporting Persons

Richard Barrera

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 236,652.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 236,652.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

236,652.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: 1 This figure is comprised of 236,000 shares of common stock and an additional 205,000 pre-funded common stock purchase warrants, each exercisable for one share of Class A Common Stock, par value $0.0001 per share, subject to a 9.9% beneficial ownership limitation (the "Pre-Funded Warrants"). As of February 20, 2025, the beneficial ownership percentage reported herein was comprised of 100,000 shares of common stock and 341,000 Pre-Funded Warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Boxlight Corporation
(b)	Address of issuer's principal executive offices: 2750 Premiere Parkway, Ste. 900, Duluth, Georgia 30097, United States of America
Item 2.
(a)	Name of person filing: Roystone Fund LP Roystone Fund GP LLC Roystone Management Holdings LLC RB Management GP LLC Richard Barrera
(b)	Address or principal business office or, if none, residence: Roystone Fund LP 767 Third Avenue, 29th Floor New York, New York 10017 United States of America Roystone Fund GP LLC 767 Third Avenue, 29th Floor New York, New York 10017 United States of America Roystone Management Holdings LLC 767 Third Avenue, 29th Floor New York, New York 10017 United States of America RB Management GP LLC 767 Third Avenue, 29th Floor New York, New York 10017 United States of America Richard Barrera 767 Third Avenue, 29th Floor New York, New York 10017 United States of America
(c)	Citizenship: Roystone Fund LP - Delaware Roystone Fund GP LLC - Delaware Roystone Management Holdings LLC - Delaware RB Management GP LLC - Delaware Richard Barrera - United States
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 103197307
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Roystone Fund LP - 236,652 Roystone Fund GP LLC - 236,652 Roystone Management Holdings LLC - 236,652 RB Management GP LLC - 236,652 Richard Barrera - 236,652
(b)	Percent of class: Roystone Fund LP - 9.9% Roystone Fund GP LLC - 9.9% Roystone Management Holdings LLC - 9.9% RB Management GP LLC - 9.9% Richard Barrera - 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Roystone Fund LP - 0 Roystone Fund GP LLC - 0 Roystone Management Holdings LLC - 0 RB Management GP LLC - 0 Richard Barrera - 0
	(ii) Shared power to vote or to direct the vote: Roystone Fund LP - 236,652 Roystone Fund GP LLC - 236,652 Roystone Management Holdings LLC - 236,652 RB Management GP LLC - 236,652 Richard Barrera - 236,652
	(iii) Sole power to dispose or to direct the disposition of: Roystone Fund LP - 0 Roystone Fund GP LLC - 0 Roystone Management Holdings LLC - 0 RB Management GP LLC - 0 Richard Barrera - 0
	(iv) Shared power to dispose or to direct the disposition of: Roystone Fund LP - 236,652 Roystone Fund GP LLC - 236,652 Roystone Management Holdings LLC - 236,652 RB Management GP LLC - 236,652 Richard Barrera - 236,652
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. All of the securities reported in this Schedule 13G are directly owned by advisory clients of Roystone Management Holdings LLC. None of those advisory clients, other than Roystone Fund LP, may be deemed to beneficially own more than 5% of the Class A Common Stock, par value $0.0001 per share.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Please see Exhibit B attached hereto.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Roystone Fund LP

Signature:	By: ROYSTONE FUND GP LLC, its general partner, By: /s/ Laura Roche*
Name/Title:	Laura Roche / COO/CFO
Date:	06/18/2025

Roystone Fund GP LLC

Signature:	By: /s/ Richard Barrera*
Name/Title:	Richard Barrera / Managing Member
Date:	06/18/2025

Roystone Management Holdings LLC

Signature:	By: /s/ Laura Roche*
Name/Title:	Laura Roche / COO/CFO
Date:	06/18/2025

RB Management GP LLC

Signature:	By: /s/ Richard Barrera*
Name/Title:	Richard Barrera / Managing Member
Date:	06/18/2025

Richard Barrera

Signature:	By: /s/ Richard Barrera*
Name/Title:	Richard Barrera
Date:	06/18/2025

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification

FAQ

How much of Boxlight (BOXL) does Roystone currently own?

Roystone reports 236,652 shares (9.9 % of Class A common stock) including common shares and pre-funded warrants.

What is the significance of the 9.9 % ownership limit in the BOXL Schedule 13G?

The 9.9 % cap allows Roystone to file a passive Schedule 13G and avoids regulatory thresholds triggered at 10 % ownership.

Does Roystone have activist intentions toward Boxlight?

The use of Schedule 13G indicates a passive investment; no activist plans are disclosed.

What securities comprise Roystone’s BOXL position?

The filing lists 236,000 common shares and 205,000 pre-funded warrants exercisable into additional shares, subject to the 9.9 % limit.

Who is the controlling individual behind the ROYSTONE entities in the BOXL 13G?

Richard Barrera is listed as a reporting person with shared voting and dispositive power over the BOXL stake.