| 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);
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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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| 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:
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| | (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.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each of the Reporting Persons.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each of the Reporting Persons.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)