Fusion Fuel Green PLC ownership update: a joint Schedule 13G/A filed by Roxy Capital Corp. and Eric Lazer reports beneficial ownership of 200,682 Class A Ordinary Shares plus 143,027 shares issuable upon exercise of warrants, with warrants exercisable immediately and subject to a 9.99% beneficial ownership limitation. The filing states the percentages are based on 3,297,509 Class A Ordinary Shares outstanding as of May 8, 2026. Eric Lazer is Director of Roxy Capital and has sole voting and dispositive power over the shares held by Roxy Capital.
Positive
None.
Negative
None.
Insights
Joint 13G/A reports a near-10% position held via a Cayman entity controlled by Eric Lazer.
The filing shows Roxy Capital and Eric Lazer beneficially own 200,682 shares plus 143,027 shares issuable upon exercise of warrants, with a 9.99% ownership cap limiting exercises. The warrants are exercisable immediately, per the text.
Key dependencies include the beneficial ownership limitation that prevents exercises above 9.99% and the role of Mr. Lazer as director of Roxy Capital, which the filing says gives him sole voting and dispositive power. Subsequent filings would show any exercises or schedule changes.
Key Figures
Class A shares beneficially owned:200,682 sharesShares issuable upon exercise of warrants:143,027 sharesAggregate shares without ownership limits:848,989 shares+3 more
6 metrics
Class A shares beneficially owned200,682 sharesreported beneficial ownership
Shares issuable upon exercise of warrants143,027 sharesissuable upon exercise, exercisable immediately (subject to limit)
Aggregate shares without ownership limits848,989 shareswould be beneficially owned without beneficial ownership limitations
Shares outstanding used for calculation3,297,509 sharesoutstanding as of May 8, 2026
Beneficial ownership limitation9.99%exercise cap limiting warrant exercises
Sole voting/dispositive power reported343,709 sharessole voting and dispositive power shown on cover page
Key Terms
beneficial ownership limitation, pre-funded warrants, Schedule 13G/A, sole dispositive power
4 terms
beneficial ownership limitationregulatory
"The warrants may not be exercised to the extent that such exercise would result in ... exceeding 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pre-funded warrantsfinancial
"196,202 Class A Ordinary Shares issuable upon exercise of certain pre-funded warrants at an exercise price of $0.0035 per share"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Schedule 13G/Aregulatory
"This statement is being jointly filed by Roxy Capital Corp. and Eric Lazer"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
sole dispositive powerregulatory
"Eric Lazer is the Director of Roxy Capital and has sole voting and investment power over the securities"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
What stake in Fusion Fuel Green (HTOO) do Roxy Capital and Eric Lazer report?
They report beneficial ownership of 200,682 shares plus 143,027 shares issuable on warrants. The filing states warrants are exercisable immediately but subject to a 9.99% beneficial ownership limitation, based on 3,297,509 shares outstanding as of May 8, 2026.
How is the 9.99% ownership limit applied in the filing for HTOO?
The filing says warrants may not be exercised to the extent they would exceed 9.99% ownership. That clause caps exercises so the holder and affiliates cannot exceed 9.99% of shares outstanding immediately after exercise, per the filing language.
Who has voting and dispositive power over the reported HTOO shares?
Eric Lazer is identified as Director of Roxy Capital and has sole voting and dispositive power over the securities held by Roxy Capital. The filing shows Roxy Capital is organized in the Cayman Islands and Mr. Lazer disclaims beneficial ownership except for any pecuniary interest.
What outstanding share base does the filing use to calculate percentages for HTOO?
The percentages are calculated using 3,297,509 Class A Ordinary Shares outstanding as of May 8, 2026. The filing explicitly states that outstanding share figure was obtained from the issuer and used to compute the reported 9.99% percentages.
Are the warrants exercisable immediately according to the filing?
Yes — the filing states the warrants are exercisable immediately. It also says exercise is limited by the 9.99% beneficial ownership cap, which may prevent full exercise in some scenarios despite immediate exercisability.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Fusion Fuel Green PLC
(Name of Issuer)
Class A Ordinary Shares, $0.0035 nominal value per share
(Title of Class of Securities)
G3R25D209
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3R25D209
1
Names of Reporting Persons
Roxy Capital Corp
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
343,709.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
343,709.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
343,709.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
G3R25D209
1
Names of Reporting Persons
Eric Lazer
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
343,709.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
343,709.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
343,709.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fusion Fuel Green PLC
(b)
Address of issuer's principal executive offices:
9 Pembroke Street Upper, Dublin D02 KR83, Ireland
Item 2.
(a)
Name of person filing:
This statement is being jointly filed by Roxy Capital Corp. ("Roxy Capital") and Eric Lazer, an individual (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 20 Canal Beach, Old Fort Bay, P.O. Box N7776, Nassau, Bahamas.
(c)
Citizenship:
Roxy Capital is organized in the Cayman Islands. Eric Lazer is a citizen of Canada.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0035 nominal value per share
(e)
CUSIP No.:
G3R25D209
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:
Each of the Reporting Persons beneficially owns 200,682 Class A Ordinary Shares and an aggregate of 143,027 Class A Ordinary Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares, after giving effect to the beneficial ownership limitation provisions of such warrants. Without regard to such beneficial ownership limitation provisions, each of the Reporting Persons would beneficially own an aggregate of 848,989 Class A Ordinary Shares, consisting of (i) 200,682 Class A Ordinary Shares, (ii) 196,202 Class A Ordinary Shares issuable upon exercise of certain pre-funded warrants at an exercise price of $0.0035 per share, (iii) 197,249 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $3.50 per share, (iv) 141,482 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $5.00 per share, (v) 74,687 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $5.148 per share, and (vi) 74,687 Class A Ordinary Shares issuable upon exercise of a warrant at an exercise price of $6.864 per share, all of which are held by Roxy Capital. The warrants are exercisable immediately. The warrants may not be exercised to the extent that such exercise would result in the number of Class A Ordinary Shares beneficially owned by the holder and its affiliates exceeding 9.99% of the number of shares outstanding immediately after giving effect to the exercise.
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.
(b)
Percent of class:
See Row 11 of the cover page for each of the Reporting Persons. The percentages are based on 3,297,509 outstanding Class A Ordinary Shares as of May 8, 2026, which information was obtained from the issuer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each of the Reporting Persons.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each of the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each of the Reporting Persons.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each of the Reporting Persons.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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.
Roxy Capital Corp
Signature:
/s/ Eric Lazer
Name/Title:
Eric Lazer, Director
Date:
05/08/2026
Eric Lazer
Signature:
/s/ Eric Lazer
Name/Title:
Eric Lazer
Date:
05/08/2026
Exhibit Information
Exhibit 1 - Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13G/A filed on December 30, 2025)
