Form SCHEDULE 13D/A Nouveau Monde Graphite Filed by: MITSUI & CO LTD
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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NOUVEAU MONDE GRAPHITE INC. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
Mr. Masato Narimatsu Mitsui & Co., Ltd., 2-1, Otemachi 1-chome Chiyoda-ku Tokyo, M0, 100-8631 81-80-8035-9179 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (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. |
| 1 |
Name of reporting person
Mitsui & Co., Ltd. | ||||||||
| 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)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
26,052,695.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment No. 2 to the Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D originally filed by the Reporting Person on November 18, 2022 and amended on May 6, 2024 (as amended, the "Schedule 13D"), and relates to the Reporting Person's beneficial ownership of Common Shares, no par value, and Common Share Warrants of Nouveau Monde Graphite Inc., a corporation existing under the federal laws of Canada ("NMG" or the "Issuer"). Only those items that are hereby reported are amended; all other items reported in the Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Schedule 13D. This Amendment No. 2 is being filed to reflect the dilution of the Reporting Person's beneficial ownership in the Issuer as a result of the Private Placement and Subscription Receipt Exchange described in Item 5 below, as well as the earlier dilution of the Reporting Person's beneficial ownership in the Issuer as a result of the Issuer Offering on December 20, 2024 described in Item 5 below. This filing constitutes a late filing with respect to the Issuer Offering due to administrative error.
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, CANADA
, J0K 3B0. |
| Item 2. | Identity and Background |
| (a) | 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. | Interest in Securities of the Issuer |
| (a) | 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. |
| (b) | The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this
Schedule 13D, are incorporated herein by reference. |
| (c) | 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. |
| (d) | 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. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
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. |
| 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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ATTACHMENTS / EXHIBITS