Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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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) |
12/10/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
200,682.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.39 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
200,682.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.39 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Persons beneficially own an aggregate of 200,682 Class A Ordinary Shares. The Reporting Person also hold pre-funded warrants to purchase (i) 26,515 Class A Ordinary Shares with an exercise price of $0.0035 per share; (ii) warrants to purchase 197,249 Class A Ordinary Shares with an exercise price of $3.50 per Class A Ordinary Share, and (iii) warrants to purchase 141,482 Class A Ordinary Shares with an exercise price of $5.00. The warrants are exercisable immediately. 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 Persons' Beneficial Ownership Limitation is currently set at 4.99% and, accordingly, the Reporting Persons 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 of the Reporting Persons. The percentages are based on 2,136,888 outstanding Class A Ordinary Shares as of December 17, 2025, which information was obtained from the issuer. %
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| (c) | Number of shares as to which the person has:
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| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |