| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
MAXCYTE, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
57777K106 (CUSIP Number) |
12/31/2024 (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 |
| CUSIP No. | 57777K106 |
| 1 | Names of Reporting Persons Cadian Capital Management, LP | ||||||||
| 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,344,424.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, PN |
SCHEDULE 13G |
| CUSIP No. | 57777K106 |
| 1 | Names of Reporting Persons Cadian Capital Management GP, 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,344,424.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO, HC |
SCHEDULE 13G |
| CUSIP No. | 57777K106 |
| 1 | Names of Reporting Persons ERIC BANNASCH | ||||||||
| 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,344,424.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: MAXCYTE, INC. | |
| (b) | Address of issuer's principal executive
offices: 9713 Key West Avenue, Suite 400, Rockville, Maryland, 20850 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Cadian Capital Management, LP, (ii) Cadian Capital Management GP, LLC, and (iii) Eric Bannasch (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if
none, residence: For each of the Reporting Persons: 535 Madison Avenue, 36th Floor, New York, New York 10022 | |
| (c) | Citizenship: (i) Cadian Capital Management, LP is a Delaware limited partnership, (ii) Cadian Capital Management GP, LLC is a Delaware limited liability company, and (iii) Eric Bannasch is a United States citizen. | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 57777K106 | |
| 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: As of December 31, 2024, each of the Reporting Persons may have been deemed to have beneficially owned 9,344,424 shares of Common Stock, par value $0.01 per share ("Common Stock"), of MaxCyte, Inc. (the "Issuer"). All securities reported in this Schedule 13G were directly held by Cadian Master Fund L.P. (the "Advisory Client"), an advisory client of Cadian Capital Management, LP (the "Adviser"). Pursuant to an Investment Management Agreement between the Advisory Client and the Adviser, the Adviser exercises exclusive voting and investment power over securities directly held by the Advisory Client. Cadian Capital Management GP, LLC is the general partner of the Adviser. Eric Bannasch is the sole managing member of Cadian Capital Management GP, LLC. | |
| (b) | Percent of class: As of December 31, 2024, each of the Reporting Persons may have been deemed to have beneficially owned approximately 8.9% of the shares of Common Stock of the Issuer outstanding, based on 105,482,558 shares of Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: As of December 31, 2024, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock. | ||
| (ii) Shared power to vote or to direct the
vote: As of December 31, 2024, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 9,344,424 shares of Common Stock. | ||
| (iii) Sole power to dispose or to direct the
disposition of: As of December 31, 2024, each of the Reporting Persons may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Common Stock. | ||
| (iv) Shared power to dispose or to direct the
disposition of: As of December 31, 2024, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 9,344,424 shares of Common Stock. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
All securities reported in this Schedule 13G were directly held by the Advisory Client. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
The disclosure regarding the relationships among the Reporting Persons in Item 4 is incorporated by reference herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
|
|
|
|
|
|