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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Nouveau Monde Graphite Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
66979W842 (CUSIP Number) |
Andrew Willis c/o Pallinghurst Graphite International, 23-25 Le Pollet St Peter Port, Y7, GY1 1WQ 44 1481 740 520 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 66979W842 |
| 1 |
Name of reporting person
Pallinghurst Graphite International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,621,381.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. | 66979W842 |
| 1 |
Name of reporting person
Pallinghurst Bond Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,026,348.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Nouveau Monde Graphite Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
481 rue Brassard, Saint-Michel-des-Saints, Quebec,
QUEBEC, CANADA
, J0K 3B0. | |
Item 1 Comment:
Explanatory Note Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 4 to the Schedule 13D (as defined below) ("Amendment No. 4") amends and supplements certain items of the Schedule 13D related to the common shares, no par value (the "Common Shares") of Nouveau Monde Graphite Inc. ("NMG"), a corporation existing under the federal laws of Canada, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 1, 2022 (the "Original Schedule 13D"), as amended by the First, Second and Third Amendments to the Original Schedule 13D, dated as of November 15, 2022, May 2, 2024, and October 29, 2025 respectively ("Amendment No. 1", "Amendment No.2" and "Amendment No. 3") and as further amended by this Amendment No. 4 (and together with the Original Schedule 13D, Amendment No.1, Amendment No. 2 and Amendment No. 3, the "Schedule 13D"). Except as set forth below, all items of Amendment No. 3 remain unchanged. All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in Amendment No. 1, Amendment No. 2 and Amendment No. 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Pallinghurst International disposed of 1,528,666 Common Shares of NMG between October 30, 2025 and November 14, 2025, equating to 1.00% of the total Common Shares of NMG outstanding, which has led to the filing of this Amendment No. 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows: Beneficial Ownership of Common Shares of NMG as of November 14, 2025 Beneficial Ownership Voting and Dispositive Power Common Shares Percentage(4) Sole Power Shared Power Reporting Person: Pallinghurst International(1)(3) 7,621,381 5.00 % 2,002,474 5,618,907 Pallinghurst Bond(2)(3) 13,026,348 8.21 % 13,026,348 0 (1) Pallinghurst International may be deemed the indirect beneficial owner of 5,618,907 Common Shares of NMG directly beneficially owned by Pallinghurst Graphite. Additionally, Pallinghurst International directly beneficially owns 2,002,474 Common Shares of NMG. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst International's Common Shares. Thus, Pallinghurst International may be deemed to have shared voting and dispositive power over 5,618,907 Common Shares and to have sole voting and dispositive power of 2,002,474 Common Shares. (2) Pallinghurst Bond directly beneficially owns 6,776,348 Common Shares and 6,250,000 Warrants, with each such Warrant being exercisable for one Common Share of NMG in connection with a Tranche 2 investment at the final investment decision of NMG, or earlier if the Issuer were to issue an acceleration notice. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst Bond's Common Shares. Thus, Pallinghurst Bond may be deemed to have sole voting and dispositive power of the 6,776,348 Common Shares and 6,250,000 Warrants. (3) Each of Pallinghurst International and Pallinghurst Bond has a board of directors which makes voting and investment decisions over the Common Shares owned by it. However, because these boards are elected by different shareholder bases, no single director is deemed to control voting or disposition of the Common Shares owned by each of Pallinghurst International and Pallinghurst Bond. Thus, no individual or shareholder is deemed a common beneficial owner of the Common Shares of Pallinghurst International and Pallinghurst Bond. The table shows all Reporting Persons for illustrative purposes only, and is not an admission of co-ownership among Pallinghurst International and Pallinghurst Bond. Pallinghurst International and Pallinghurst Bond may still be deemed a "group" for purposes of Section 13(d) of the Exchange Act, because their boards of directors are composed of the same individuals and because both Pallinghurst International and Pallinghurst Bond are parties to and have rights under the Second Amended and Restated Investment Agreement with NMG. (4) Based on 152,428,205 Common Shares of NMG outstanding as of November 11, 2025, as reported by NMG, plus, in the case only of Pallinghurst Bond, 6,250,000 Common Shares of NMG that may be issued if the underlying Warrants are exercised in full by Pallinghurst Bond. Beneficial Ownership of Common Shares of NMG as of November 14, 2025 Beneficial Ownership Voting and Dispositive Power Common Shares Percentage(3) Sole Power Shared Power Covered Person: Arne H. Frandsen(1) 494,296 0.32 % 494,296 0 Andrew Paul Willis(2) 112,500 0.07 % 112,500 0 (1) Mr. Frandsen is the direct beneficial owner of: (i) 311,796 Common Shares of NMG; and (ii) 182,500 stock options, which are currently exercisable into 182,500 Common Shares of NMG. (2) Mr. Willis is the direct beneficial owner of 112,500 stock options, which are currently exercisable into 112,500 Common Shares of NMG. (3) Based on 152,428,205 Common Shares of NMG outstanding as of November 11, 2025, as reported by NMG to the Reporting Persons, plus, with respect only to Mr. Frandsen, 182,500 Common Shares of NMG issuable upon the exercise of 182,500 stock options granted to Mr. Frandsen, and with respect only to Mr. Willis, 112,500 Common Shares of NMG issuable upon the exercise of 112,500 stock options granted to Mr. Willis. Except as disclosed in this Schedule 13D, none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, beneficially owns any Common Shares of NMG or has the right to acquire any Common Shares of NMG, and none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares of NMG that they may be deemed to beneficially own. | |
| (c) | During the 60 days preceding this Amendment No. 4, the Reporting Persons and, to the best of the Reporting Persons' knowledge, the Covered Persons did not transact in any Common Shares, except as already disclosed in Amendment No. 3 and as follows: Reporting Person - Pallinghurst International: Date Transaction(1) Common Shares Per Share Price(2) Trading Range(3) October 30, 2025 Sale 2,300 $3.02 $3.01 to $3.03 October 31, 2025 Sale 331,440 $3.17 $3.00 to $3.52 November 3, 2025 Sale 29,099 $3.15 $3.03 to $3.23 November 12, 2025 Sale 459,508 $3.10 $3.00 to $3.21 November 13, 2025 Sale 435,000 $3.25 $3.00 to $3.57 November 14, 2025 Sale 271,319 $3.07 $3.00 to $3.22 Total 1,528,666 $3.16 (1) All such transactions were effected in the open market by the Reporting Person or the Covered Person, as the case may be. (2) Excludes commissions paid in per share prices. The prices reported in this column are weighted-average prices. These shares were sold in multiple transactions, within the ranges set forth in the above table. (3) The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the above table. | |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons. | |
| (e) | On November 14, 2025, Pallinghurst International ceased to be the beneficial owner of more than five percent of the Common Shares of NMG. | |
| 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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