NOUVEAU MONDE GRAPHITE INC.
7.60%
26,052,695
1649752
Dec 19, 2024
May 19, 2026, 02:58 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mitsui & Co., Ltd. | CO | 7.60% | 26,052,695 | 26,052,695 | 0 |
Disclosure Items (4)
Common Shares, no par value
NOUVEAU MONDE GRAPHITE INC.
481 rue Brassard, Saint-Michel-des-Saints, A8, J0K 3B0
The last paragraph of Item 2 of the Schedule 13D is hereby amended and restated as follows: In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Reporting Person as required by Item 2 of Schedule 13D is listed on Annex A hereto and is incorporated by reference herein.
Item 5 of the Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D, are incorporated herein by reference. Pursuant to the current report on Form 6-K filed of the Issuer on May 15, 2026 (the "Issuer Form 6-K"), on May 15, 2026, the Issuer completed a private placement with Canada Growth Fund Inc., the Government of Quebec via Investissement Quebec and ENI S.p.A. (the "Private Placement") and, immediately following the closing of the Private Placement, 52,440,000 subscription receipts of the Issuer will be automatically exchanged for 52,440,000 Common Shares (the "Subscription Receipt Exchange"). Pursuant to the Issuer Form 6-K, immediately following the closing of the Private Placement and the Subscription Receipt Exchange, the Issuer will have 329,114,330 Common Shares issued and outstanding. Under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act, the Reporting Person may be deemed to have the sole power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 13,552,695 Common Shares and 12,500,000 Warrants, which represents approximately 7.6% of the outstanding Common Shares (on a partially diluted basis and assuming exercise in full of the Warrants). This percentage was calculated on the basis of 329,114,330 Common Shares outstanding as of May 15, 2026, based on information provided in the Issuer Form 6-K. Rule 13d-2(a) under the Act provides that if any material change occurs in the facts set forth in a reporting person's Schedule 13D, including any material increase or decrease in the percentage of the class beneficially owned, such reporting person shall file an amendment to such Schedule 13D within two business days after the date of such change. Rule 13d-2(a) further provides that an acquisition or disposition of securities in an amount equal to one percent (1%) or more of the class of securities shall be deemed "material" for purposes of the foregoing amendment requirement. Due to inadvertent administrative error, prior to this Amendment No. 2, the Reporting Person failed to file an amendment to Schedule 13D, which was required pursuant to Rule 13d-2(a), to report a decrease in the Reporting Person's beneficial ownership of Common Shares representing one percent (1%) or more of the Common Shares then outstanding (the "One-Percent Decrease"). The One-Percent Decrease occurred due to the Issuer's completion of an offering of its Common Shares (the "Issuer Offering"), which resulted in the ownership percentage of the Common Shares held by the Reporting Person to be reduced. This Amendment No. 2 is being filed to, among other things, reflect and report such change to such ownership percentage to the Common Shares held by the Reporting Person as a result of the Issuer Offering, including the sixty (60)-day pre-amendment trading history required by Item 5(c) of Schedule 13D. ISSUER COMMON COMMON AMOUNT PERCENT OF CHANGE OFFERING SHARES SHARES BENEFICIALLY OUTSTANDING IN DATE SOLD/ISSUED OUTSTANDING OWNED BY COMMON PERCENT REPORTING SHARES FROM PERSON PREVIOUS 12/20/2024 39,682,538 152,261,189 26,052,695(1) 15.8%(2) (5.1)% (1) Includes 13,552,695 Common Shares and 12,500,000 Warrants (2) On a partially diluted basis and assuming exercise in full of the Warrants The share totals and ownership percentages reported by the Reporting Person in this Amendment No. 2 are reflective of the Issuer Offering.
The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D, are incorporated herein by reference.
The Reporting Person, nor, to the knowledge of the Reporting Person, any of the persons listed on Annex A, have effected any transactions that may be deemed to be a transaction in the Common Shares during the past 60 days.
No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares that may be deemed to be beneficially owned by the Reporting Person as provided herein.
Not applicable.
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order: Exhibit 1: Power of Attorney of Kazumasa Nakai, dated May 19, 2026.