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
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