| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
KWESST Micro Systems Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
501506703 (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. | 501506703 |
| 1 | Names of Reporting Persons 3i, 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 353,393.00 | ||||||||
| 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) 4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 2 to Statement on Schedule 13G (this ''Amendment No. 2''), such shares and percentage are based on 6,987,223 outstanding common shares, no par value, of the issuer (the ''Common Shares''), as disclosed in the issuer's annual report on Form 20-F for the fiscal year ended September 30, 2024, filed by the issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on December 30, 2024 (the ''Form 20-F''). Beneficial ownership consists of 258,588 Common Shares held directly by the reporting person and up to an aggregate of 94,805 Common Shares issuable in any combination upon the exercise of common stock purchase warrants (the ''Warrants'') and pre-funded common stock purchase warrants (the ''Pre-Funded Warrants'') held directly by the reporting person, the exercise of each of which is subject to a 4.99% beneficial ownership limitation provision (''Blocker'').
SCHEDULE 13G |
| CUSIP No. | 501506703 |
| 1 | Names of Reporting Persons 3i 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 353,393.00 | ||||||||
| 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) 4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 6,987,223 Common Shares outstanding, as disclosed in the Form 20-F. Beneficial ownership consists of 258,588 Common Shares held indirectly by the reporting person and up to an aggregate of 94,805 Common Shares issuable in any combination upon exercise of the Warrants and the Pre-Funded Warrants held indirectly by the reporting person, the exercise of each of which is subject to a 4.99% Blocker.
SCHEDULE 13G |
| CUSIP No. | 501506703 |
| 1 | Names of Reporting Persons Maier Joshua Tarlow | ||||||||
| 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 353,393.00 | ||||||||
| 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) 4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 6,987,223 Common Shares outstanding, as disclosed in the Form 20-F. Beneficial ownership consists of 258,588 Common Shares held indirectly by the reporting person and up to an aggregate of 94,805 Common Shares issuable in any combination upon exercise of the Warrants and the Pre-Funded Warrants held indirectly by the reporting person, the exercise of each of which is subject to a 4.99% Blocker.
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: KWESST Micro Systems Inc. |
| (b) | Address of issuer's principal executive
offices: 155 Terence Matthews Crescent, Unit #1, Ottawa, Ontario K2M 2A8, Canada |
| Item 2. | |
| (a) | Name of person filing: (i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on April 9, 2024 (the "Schedule 13G"), as amended by Amendment No. 1 to Statement on Schedule 13G, filed by the Reporting Persons with the SEC on November 14, 2024 ("Amendment No. 1"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to the Schedule 13G and Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 2 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Shares reported herein. |
| (b) | Address or principal business office or, if
none, residence: 2 Wooster Street, 2nd Floor, New York, NY 10013. |
| (c) | Citizenship: 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States. |
| (d) | Title of class of securities: Common Shares, no par value |
| (e) | CUSIP No.: 501506703 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: The purpose of this Amendment No. 2 is to amend and supplement the Schedule 13G and Amendment No. 1 in order to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and Amendment No. 1, including to indicate that each of the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding Common Shares, and to amend Item 5 of the Schedule 13G and Amendment No. 1 accordingly. This Amendment No. 2 constitutes an exit filing for each of the Reporting Persons.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 2 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 6,987,223 Common Shares outstanding, as disclosed in the Form 20-F.
3i holds (i) 258,588 Common Shares, (ii) Warrants exercisable for up to 4,263,700 Common Shares, which exercises are subject to a 4.99% Blocker, and (iii) Pre-Funded Warrants exercisable for up to 1,845,200 Common Shares, which exercises are subject to a 4.99% Blocker. 3i may exercise the Warrants and Pre-Funded Warrants in any combination for up to an aggregate of 94,805 Common Shares as a result of the triggering of the 4.99% Blockers in each of the Warrants and Pre-Funded Warrants, each of which prohibits 3i from exercising the Warrants or Pre-Funded Warrants for Common Shares if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 4.99% of the total number of Common Shares then issued and outstanding immediately after giving effect to any such exercise.
Consequently, 3i is the beneficial owner of 353,393 Common Shares (the "Shares"). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i. |
| (b) | Percent of class: 4.9 % % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: (A) 3i: 0.00
(B) 3i Management: 0.00
(C) Mr. Tarlow: 0.00 | |
| (ii) Shared power to vote or to direct the
vote: (A) 3i: 353,393.00
(B) 3i Management: 353,393.00
(C) Mr. Tarlow: 353,393.00 | |
| (iii) Sole power to dispose or to direct the
disposition of: (A) 3i: 0.00
(B) 3i Management: 0.00
(C) Mr. Tarlow: 0.00 | |
| (iv) Shared power to dispose or to direct the
disposition of: (A) 3i: 353,393.00
(B) 3i Management: 353,393.00
(C) Mr. Tarlow: 353,393.00 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| 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
| |
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G. | |
| 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 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. |
|
|
|
|
|
|
Comments accompanying signature:
LIST OF EXHIBITS
Exhibit No. 1 - Joint Filing Agreement, dated April 9, 2024 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on April 9, 2024).