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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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Boxlight Corporation (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
103197307 (CUSIP Number) |
06/05/2025 (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
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| CUSIP No. | 103197307 |
| 1 | Names of Reporting Persons
Kazazian Asset Management, LLC | ||||||||
| 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
DELAWARE
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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
224,500.00 | ||||||||
| 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)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 103197307 |
| 1 | Names of Reporting Persons
Kazazian Capital Master Fund, L.P. | ||||||||
| 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
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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
224,500.00 | ||||||||
| 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)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 103197307 |
| 1 | Names of Reporting Persons
Kirk Kazazian | ||||||||
| 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
UNITED STATES
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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
224,500.00 | ||||||||
| 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)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Boxlight Corporation | |
| (b) | Address of issuer's principal executive offices:
2750 Premiere Parkway, Suite 900
Duluth, GA 30097 | |
| Item 2. | ||
| (a) | Name of person filing:
Kazazian Asset Management, LLC
Kazazian Capital Master Fund, L.P.
Kirk Kazazian | |
| (b) | Address or principal business office or, if none, residence:
188 NURMI DRIVE
FORT LAUDERDALE, FL 33301 | |
| (c) | Citizenship:
Kazazian Asset Management, LLC - Delaware
Kazazian Capital Master Fund, L.P. - Cayman Islands
Kirk Kazazian - USA | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
103197307 | |
| 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:
Kazazian Asset Management, LLC - 9.4%
Kazazian Capital Master Fund, L.P. - 9.4%
Kirk Kazazian - 9.4%
The Class A Common Stock (the "Shares") of Boxlight Corporation (the "Issuer") reported herein represents Shares held directly by Kazazian Capital Master Fund, L.P. (the "Fund") and the approximate number of Shares the Fund can acquire through the exercise of warrants. Kazazian Asset Management, LLC serves as the investment adviser (the "Adviser") to the Fund. Kirk Kazazian is the control person of the Adviser ("Control Person" and collectively with the Fund and the Adviser, "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
As of the date which required this filing, the Fund held (i) 60,000 Shares and (ii) certain warrants, that are exercisable into Shares. Further, each of (i) and (ii) are subject to a blocker which prevents the Fund from exercising its warrants to purchase Shares or otherwise convert such instruments into Shares to the extent that, upon such exercise, the Fund would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker").
As such, the percent of class reported herein is giving effect to the Blocker and is based upon a statement in the Issuers Form 10-Q filed on May 14, 2025 that there were 2,230,379 Shares outstanding as of May 12, 2025 plus the approximate total number of Shares that the Reporting Persons have acquired and/or can acquire upon the exercise of warrants subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Persons pecuniary interest, if any, therein. | |
| (b) | Percent of class:
Kazazian Asset Management, LLC - 9.4%
Kazazian Capital Master Fund, L.P. - 9.4%
Kirk Kazazian - 9.4% %
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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:
Kazazian Asset Management, LLC - 0
Kazazian Capital Master Fund, L.P. - 0
Kirk Kazazian - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Kazazian Asset Management, LLC - 224,500
Kazazian Capital Master Fund, L.P. - 224,500
Kirk Kazazian - 224,500 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Kazazian Asset Management, LLC - 0
Kazazian Capital Master Fund, L.P. - 0
Kirk Kazazian - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Kazazian Asset Management, LLC - 224,500
Kazazian Capital Master Fund, L.P. - 224,500
Kirk Kazazian - 224,500 | ||
| 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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