[6-K] Vox Royalty Corp. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) entered a July 22 2025 Securities Purchase Agreement to raise $4.3 million gross through a private placement of (i) 269,459 Class A ordinary shares, (ii) 541,706 pre-funded warrants (exercise $0.0035), (iii) 1,622,330 warrants at $4.926, and (iv) 811,165 warrants at $9.852. All warrants are immediately exercisable for three years and subject to a 4.99% (optionally 9.99%) beneficial-ownership cap.

Use of proceeds: mandatory full repayment of outstanding Senior Convertible Notes dated Jan 10 2025 and Mar 3 2025; any excess for working capital and fees. Company must file an SEC resale registration within 15 days and keep it effective while securities remain restricted.

Concurrently, the company executed Redemption Agreements cancelling the now-converted 2025 Notes (redemption price $0) and exchanging prior 2025 warrants for 294,658 new warrants expiring Jan 10 2028 / Mar 3 2028, also capped at 4.99% ownership. Note investors waived antidilution, participation and change-of-control rights, and accepted a "most-favored-nations" clause.

Key implications: cash infusion retires debt and removes restrictive note covenants, but authorizes up to ~3.5 million additional shares, creating dilution and warrant overhang. Transaction conducted under Section 4(a)(2)/Rule 506(b) exemptions.

Positive

• Debt elimination: Proceeds earmarked to redeem 2025 Senior Convertible Notes, removing interest and maturity risk.
• Waivers obtained: Noteholders waived antidilution and participation rights, simplifying future capital raises.
• Clean capital stack: Prior warrants canceled and replaced with fixed-term instruments, reducing complex reset features.

Negative

• Significant dilution: Up to ~3.5 million new shares (≈30% of float) may be issued at low or no cost.
• Warrant overhang: Three-year market-price and 200% warrants could cap upside until exercised or expire.
• Additional costs: Company must fund registration statement and ongoing SEC maintenance.
• Small proceeds vs dilution: $4.3 m cash inflow modest relative to equity issued, suggesting high cost of capital.

Insights

Equity Research Analyst

TL;DR: Raises cash to retire notes—balance sheet cleaner, but dilution sizable.

The $4.3 m placement extinguishes 2025 convertible notes, removing near-term debt pressure and waiver of onerous antidilution clauses. Cash need appears modest versus total potential dilution of ~3.5 m shares (≈30% of current 11.5 m O/S). Pre-funded warrants priced at par virtually guarantee issuance, while higher-strike warrants ($4.926 / $9.852) add optional upside but overhang. Mandatory registration within 90 days adds cost yet improves liquidity. Overall, transaction is impactful: it de-risks the capital structure but transfers risk to shareholders via dilution.

Corporate Governance & Dilution Specialist

TL;DR: Noteholder concessions good, but shareholder dilution risk high.

Waiver of participation and antidilution rights plus cancellation of prior warrants limits future price resets and litigation risk. "Most-favored-nations" clause ensures parity among investors, reducing governance friction. Nevertheless, issuing securities equal to roughly a third of float at minimal cost shifts value from existing holders; pre-funded warrants behave like shares today. Dilution may pressure share price until market absorbs supply. Net impact skews negative for minority investors despite reduced leverage.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 000-56292

Vox Royalty Corp.

(Registrant)

1499 WEST 120^th AVENUE, SUITE 110

WESTMINSTER, CO 80234

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐     Form 40-F ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Vox Royalty Corp.
Date: July 23, 2025	By:	/s/ Kyle Floyd
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press Release “Vox Royalty Announces Major Expansion Approval at Binduli North Gold Project”

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FAQ

How much capital is Fusion Fuel Green (HTOO) raising in the July 2025 private placement?

The company will receive $4.3 million gross proceeds from the sale of shares and warrants.

What will HTOO do with the $4.3 million proceeds?

Funds are mandated to fully redeem the January 10 2025 and March 3 2025 Senior Convertible Notes; any remainder goes to working capital and fees.

How many new shares could be issued from this transaction?

Including shares and all July 2025 warrants, up to approximately 3.24 million shares, plus 294,658 New 2025 Warrants, may be issued.

What are the exercise prices and terms of the new warrants?

Market-Price Warrants: $4.926; 200% Warrants: $9.852; both exercisable immediately for three years. Pre-funded warrants are priced at $0.0035 and have no expiry.

When must Fusion Fuel Green file the resale registration statement?

A registration statement covering resale of the shares and warrant shares must be filed within 15 days of closing and declared effective within 90 days.