[SCHEDULE 13G/A] Expion360 Inc. Amended Passive Investment Disclosure
L1 Capital reports 4.4% Expion360 stake on 13G/A
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G/A reporting beneficial ownership of 449,193 warrants to purchase shares of Expion360 Inc. common stock.
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G/A reporting beneficial ownership of 449,193 warrants to purchase shares of Expion360 Inc. common stock. This position represents 4.4% of the common stock, based on 9,656,739 shares outstanding as of November 13, 2025.
L1 Capital reports sole voting and dispositive power over all 449,193 warrants and confirms its holdings are not intended to change or influence control of Expion360. The filing also notes that directors David Feldman and Joel Arber may be deemed beneficial owners, though they disclaim beneficial ownership for other purposes.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Expion360 (XPON) does L1 Capital report in this Schedule 13G/A?
L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 449,193 warrants, representing 4.4% of Expion360’s common stock. This percentage is based on 9,656,739 common shares outstanding as of November 13, 2025, as disclosed in Expion360’s Form 10-Q.
What type of securities linked to Expion360 (XPON) does L1 Capital hold?
L1 Capital’s position consists of 449,193 warrants to purchase Expion360 common stock. The filing clarifies that the amounts listed for voting and dispositive power correspond to these warrants, rather than currently outstanding common shares, giving L1 Capital potential future share ownership.
Does L1 Capital control how the Expion360 (XPON) securities in this filing are voted or sold?
Yes. L1 Capital reports sole voting power and sole dispositive power over 449,193 warrants and zero shared power. This means it alone can decide how these securities are voted and whether, when, and how they may be sold or otherwise disposed.
Is L1 Capital seeking to influence control of Expion360 (XPON) with this stake?
No. L1 Capital certifies the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Expion360. The position is reported on Schedule 13G/A, typically used for passive ownership rather than control-seeking stakes.
How was L1 Capital’s 4.4% ownership in Expion360 (XPON) calculated?
The reported 4.4% ownership is calculated using 9,656,739 shares of Expion360 common stock outstanding as of November 13, 2025. That share count comes from Expion360’s Form 10-Q filed on that date and is used as the denominator for the percentage.
Who signs the Expion360 (XPON) Schedule 13G/A on behalf of L1 Capital?
The Schedule 13G/A is signed by David Feldman, a director of L1 Capital Global Opportunities Master Fund, Ltd. The filing notes that both David Feldman and Joel Arber are directors and may be deemed beneficial owners, although they disclaim such ownership for all other purposes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Expion360 Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
30218B209
(CUSIP Number)
12/31/2025
(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.
30218B209
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
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
449,193.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
449,193.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
449,193.00
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)
4.4 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Expion360 Inc.
(b)
Address of issuer's principal executive offices:
2025 SW Deerhound Ave., Redmond, OR 97756
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
30218B209
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:
449,193
This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on January 10, 2025 covering 256,993 shares of Common Stock purchased on January 2, 2025. The amounts in Row (5), (7) and (9) represent 449,193 Warrants to purchase shares of Common Stock. The percentage set forth on Row (11) of the cover page for the reporting person is based on 9,656,739 shares of Common Stock outstanding as of November 13, 2025, based on the Issuer's Quarterly Filing on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
4.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
449,193
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
449,193
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
