DIRTT Environmental Solutions Ltd. received an amended Schedule 13G/A from MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman reporting their beneficial ownership. The group reports beneficial ownership of 9,081,696 common shares, representing 4.7% of the company’s common stock as of the reporting date.
The position consists of 7,024,707 common shares and 2,056,989 additional common shares issuable upon conversion of $9,565,000 aggregate principal amount of 6% Convertible Subordinated Debentures at an effective conversion price of $4.65 per share. The percentage is calculated against 193,889,018 common shares, including 191,832,029 shares outstanding as of October 30, 2025. The filing notes that these debentures matured and were repaid on January 31, 2026. The reporting persons state the securities are not held for the purpose of changing or influencing control of DIRTT.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
25490H106
(CUSIP Number)
12/31/2025
(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.
25490H106
1
Names of Reporting Persons
MAK Capital Fund 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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,081,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,081,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,081,696.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: For item 9:
Comprised of (i) 7,024,707 shares of common stock, without par value ("Common Shares") and (ii) 2,056,989 Common Shares issuable upon conversion of $9,565,000 aggregate principal amount of 6% Convertible Subordinated Debentures ("Convertible Debentures") which are convertible at an effective conversion price of $4.65 per Common Share.
For item 11:
The calculation is based upon 193,889,018 Common Shares as follows: (i) 191,832,029 Common Shares outstanding as of October 30, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, and (ii) 2,056,989 Common Shares issuable upon conversion of the Convertible Debentures owned by the Reporting Persons.
SCHEDULE 13G
CUSIP No.
25490H106
1
Names of Reporting Persons
MAK Capital One L.L.C.
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,081,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,081,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,081,696.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: For item 9:
Comprised of (i) 7,024,707 shares of common stock, without par value ("Common Shares") and (ii) 2,056,989 Common Shares issuable upon conversion of $9,565,000 aggregate principal amount of 6% Convertible Subordinated Debentures ("Convertible Debentures") which are convertible at an effective conversion price of $4.65 per Common Share.
For item 11:
The calculation is based upon 193,889,018 Common Shares as follows: (i) 191,832,029 Common Shares outstanding as of October 30, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, and (ii) 2,056,989 Common Shares issuable upon conversion of the Convertible Debentures owned by the Reporting Persons.
SCHEDULE 13G
CUSIP No.
25490H106
1
Names of Reporting Persons
Michael A. Kaufman
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,081,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,081,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,081,696.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: For item 9:
Comprised of (i) 7,024,707 shares of common stock, without par value ("Common Shares") and (ii) 2,056,989 Common Shares issuable upon conversion of $9,565,000 aggregate principal amount of 6% Convertible Subordinated Debentures ("Convertible Debentures") which are convertible at an effective conversion price of $4.65 per Common Share.
For item 11:
The calculation is based upon 193,889,018 Common Shares as follows: (i) 191,832,029 Common Shares outstanding as of October 30, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, and (ii) 2,056,989 Common Shares issuable upon conversion of the Convertible Debentures owned by the Reporting Persons.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
(b)
Address of issuer's principal executive offices:
7303 30th St. S.E., Calgary, Alberta Canada T2C 1N6
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by
i MAK Capital Fund LP ("MAK Fund")
ii MAK Capital One L.L.C. ("MAK Capital"); and
iii Michael A. Kaufman ("Mr. Kaufman," and collectively with MAK Fund and MAK Capital, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
The principal business address of (i) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda; and (ii) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st Floor, New York, NY 10022.
(c)
Citizenship:
MAK Fund is a Bermuda limited partnership.
MAK Capital is a Delaware limited liability company.
Mr. Kaufman is a United States citizen.
(d)
Title of class of securities:
Common Stock, without par value
(e)
CUSIP No.:
25490H106
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:
9,081,696
Comprised of (i) 7,024,707 shares of common stock, without par value ("Common Shares") and (ii) 2,056,989 Common Shares issuable upon conversion of $9,565,000 aggregate principal amount of 6% Convertible Subordinated Debentures ("Convertible Debentures") which are convertible at an effective conversion price of $4.65 per Common Share. The Convertible Debentures matured and were repaid on January 31, 2026.
(b)
Percent of class:
4.7
The calculation is based upon 193,889,018 Common Shares as follows: (i) 191,832,029 Common Shares outstanding as of October 30, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, and (ii) 2,056,989 Common Shares issuable upon conversion of the Convertible Debentures owned by the Reporting Persons.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
9,081,696
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
9,081,696
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.
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 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.
What stake in DIRTT Environmental Solutions (DRTTF) does MAK Capital report?
MAK Capital and related reporting persons disclose beneficial ownership of 9,081,696 DIRTT Environmental Solutions common shares, equal to 4.7% of the class. This total includes both currently outstanding shares and shares that were issuable upon conversion of previously outstanding convertible subordinated debentures.
How is MAK Capital’s 4.7% ownership in DIRTT (DRTTF) calculated?
The 4.7% figure is based on 193,889,018 DIRTT common shares. This total includes 191,832,029 shares outstanding as of October 30, 2025, plus 2,056,989 shares that were issuable upon conversion of 6% Convertible Subordinated Debentures held by the reporting persons.
What securities make up MAK Capital’s DIRTT (DRTTF) position?
The reported 9,081,696-share position consists of 7,024,707 DIRTT common shares and 2,056,989 additional common shares issuable from $9,565,000 of 6% Convertible Subordinated Debentures. These debentures carried an effective conversion price of $4.65 per share, enhancing the potential equity exposure.
Have DIRTT (DRTTF) convertible debentures reported by MAK Capital been repaid?
Yes. The filing states the 6% Convertible Subordinated Debentures underlying 2,056,989 potential DIRTT common shares matured and were repaid on January 31, 2026. However, the reported ownership percentage reflects the shares that were issuable from these debentures as of the reporting date.
Does MAK Capital seek to influence control of DIRTT Environmental Solutions (DRTTF)?
The reporting persons certify the DIRTT securities were not acquired and are not held to change or influence control of the issuer. They also state the holdings are not part of any transaction intended to affect control, other than activities tied to a nomination under Rule 14a-11.
Who are the reporting persons in the DIRTT (DRTTF) Schedule 13G/A filing?
The Schedule 13G/A lists MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman as reporting persons. MAK Fund is a Bermuda limited partnership, MAK Capital is a Delaware limited liability company, and Mr. Kaufman is a United States citizen and managing member signing the certification.
