Joint 13G: 141,482 Shares and Warrants Disclosed in Fusion Fuel (HTOO)

Rhea-AI Filing Summary

Roxy Capital Corp and individual Eric Lazer jointly reported beneficial ownership of 141,482 Class A ordinary shares of Fusion Fuel Green PLC, representing 7.31% of the outstanding Class A shares based on 1,934,673 shares outstanding. Roxy Capital (a Cayman Islands entity) is the record holder and Mr. Lazer, a Canadian citizen, is identified as having sole voting and dispositive power over those shares as director of Roxy Capital. The filing also discloses two sets of three-year warrants to purchase additional Class A shares (141,482 at $4.926 and 282,964 at $9.852), but those warrants are subject to a Beneficial Ownership Limitation currently set at 4.99%, preventing exercise that would exceed that cap.

Positive

• Material disclosure of a 7.31% stake (141,482 shares), which is informative for investors monitoring ownership concentration
• Clear identification of voting and dispositive power held by Eric Lazer over Roxy Capital's shares, improving transparency
• Disclosure of outstanding warrants with specific strike prices and share counts, allowing assessment of potential future issuance

Negative

• Warrants currently non-exercisable due to a 4.99% beneficial ownership limitation, restricting immediate conversion and potential liquidity for the holder
• Potential uncertainty around future dilution because warrant exercise is conditioned on the holder increasing the ownership cap via prior notice

Insights

Financial Analyst

TL;DR: A >5% stake is disclosed, increasing investor visibility and potential influence without immediate dilution from warrants.

The disclosed 7.31% stake is material for a small-cap issuer and may attract market attention. The reporting identifies both direct shareholdings and outstanding warrants, but the warrants are effectively constrained by a 4.99% beneficial ownership cap, meaning potential future equity dilution or control shifts from warrant exercises is limited unless the cap is raised. For valuation models, include 141,482 shares as outstanding held by related parties and treat warrant shares as contingent and currently non-dilutive under the stated limitation.

Corporate Governance Expert

TL;DR: Joint filing clarifies control relationships and voting power; governance implications are notable but routine disclosure.

The statement clearly attributes sole voting and dispositive power to Eric Lazer over Roxy Capital's holdings and disclaims broader group affiliations. This transparency is positive for governance because it clarifies who can influence corporate actions. The presence of exercisable warrants with a beneficial ownership limitation is a governance control mechanism that restricts abrupt increases in influence via warrant exercise without issuer notice and approval processes tied to the cap adjustment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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)

09/19/2025

(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. 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 141,482.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 141,482.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

141,482.00

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)

7.31 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The response to Row 11 above is based on 1,934,673 outstanding Class A ordinary shares as of September 19, 2025, which information was obtained from the issuer.

SCHEDULE 13G

CUSIP No. 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 141,482.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 141,482.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

141,482.00

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)

7.31 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: In addition to the 141,482 Class A Ordinary Shares held by the reporting person, the reporting person also holds 3 year warrants to purchase (i) 141,482 Class A Ordinary Shares with an exercise price of $4.926 per Class A Ordinary Share, and (ii) 282,964 Class A Ordinary Shares with an exercise price of $9.852. The Warrants are exercisable immediately, subject to the Beneficial Ownership Limitation (as defined below). A holder of the Warrants may not exercise any such Warrants to the extent that such exercise would result in the number of Shares beneficially owned by such holder and his or its affiliates exceeding 4.99% of the total number of Shares outstanding immediately after giving effect to the exercise, except that upon at least 61 days' prior notice from the holder to the Issuer, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). The Reporting Person's Beneficial Ownership Limitation is currently set at 4.99% and, accordingly, the Reporting Person cannot exercise the Warrants and does not beneficially own any of the Shares underlying the Warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fusion Fuel Green PLC
(b)	Address of issuer's principal executive offices: The Victorians, 10 Earlsfort Terrace, Saint Kevin's, Dublin 2, D02 T380, 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 00000.
(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: Roxy Capital is the record holder of 141,482 Class A Ordinary Shares. The reporting person also holds 3 year warrants to purchase (i) 141,482 Class A Ordinary Shares with an exercise price of $4.926 per Class A Ordinary Share, and (ii) 282,964 Class A Ordinary Shares with an exercise price of $9.852. The Warrants are exercisable immediately, subject to the Beneficial Ownership Limitation. The Reporting Person's Beneficial Ownership Limitation is currently set at 4.99% and, accordingly, the Reporting Person cannot exercise the Warrants and does not beneficially own any of the Shares underlying the Warrants. 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 if the Reporting Persons.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Rows 5 of the cover page for each of the Reporting Persons.
	(ii) Shared power to vote or to direct the vote: See Rows 6 of the cover page for each of the Reporting Persons.
	(iii) Sole power to dispose or to direct the disposition of: See Rows 7 of the cover page for each of the Reporting Persons.
	(iv) Shared power to dispose or to direct the disposition of: See Rows 8 of the cover page for each of the Reporting Persons.
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	09/29/2025

Eric Lazer

Signature:	/s/ Eric Lazer
Name/Title:	Eric Lazer
Date:	09/29/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

How many Fusion Fuel Green PLC (HTOO) Class A shares do Roxy Capital and Eric Lazer report owning?

They report beneficial ownership of 141,482 Class A ordinary shares, representing 7.31% of the Class A shares outstanding.

Does the filing disclose any warrants related to HTOO shares?

Yes. The filing discloses three-year warrants to purchase 141,482 shares at $4.926 and 282,964 shares at $9.852.

Can Roxy Capital or Eric Lazer exercise the warrants to increase their ownership above 4.99%?

Not currently. The warrants contain a Beneficial Ownership Limitation set at 4.99%, preventing exercise to exceed that threshold unless the holder gives prior notice to increase the limit.

Who has voting and dispositive power over the reported shares?

The filing states that Eric Lazer, as Director of Roxy Capital, has sole voting and dispositive power over the securities held by Roxy Capital.

What basis is given for the percent ownership calculation?

The 7.31% figure is based on an outstanding Class A share count of 1,934,673 as reported in the filing.