[SCHEDULE 13D/A] Nouveau Monde Graphite Inc. SEC Filing

Rhea-AI Filing Summary

Nouveau Monde Graphite Inc.: Pallinghurst entities filed Amendment No. 3 to Schedule 13D after open‑market sales reduced their reported holdings. Pallinghurst International disposed of 2,390,966 Common Shares between October 1 and October 24, 2025, equal to 1.57% of NMG’s outstanding shares.

As of October 24, 2025, Pallinghurst International reports beneficial ownership of 9,150,047 shares (6.00%), with 3,531,140 under sole voting/dispositive power and 5,618,907 under shared power. Pallinghurst Bond reports 13,026,348 (8.21%), consisting of 6,776,348 Common Shares and 6,250,000 Warrants exercisable in connection with a Tranche 2 investment at NMG’s final investment decision, or earlier if accelerated. The reported sale prices for Pallinghurst International averaged $3.79 per share over the period.

Covered individuals disclosed: Arne H. Frandsen 494,296 (0.32%) including 182,500 options; Andrew Paul Willis 112,500 options (0.07%).

Insights

Equity ownership & disclosure analyst

13D/A reflects stake trimming and updated control metrics.

Pallinghurst International reported open‑market sales totaling 2,390,966 shares, prompting the amendment. The filing updates post‑trade beneficial ownership and control blocks: 3,531,140 shares with sole power and 5,618,907 with shared power, totaling 9,150,047 (6.00%).

Pallinghurst Bond reports 13,026,348 (8.21%), including 6,776,348 shares and 6,250,000 warrants. The warrants are exercisable in connection with a Tranche 2 investment at NMG’s final investment decision or earlier upon acceleration, which can affect reported ownership when triggered.

The sale activity occurred October 1–24, 2025 at weighted‑average prices around $3.79. Actual impact depends on future warrant exercisability and any additional trades disclosed in subsequent amendments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Nouveau Monde Graphite Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

66979W842

(CUSIP Number)

Andrew Willis
c/o Pallinghurst Graphite International, 23-25 Le Pollet,
St Peter Port, Y7, GY1 1WQ
44 1481 740 520

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/15/2025

(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

CUSIP No. 66979W842

1

Name of reporting person

Pallinghurst Graphite International Limited

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)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,531,140.00
8	Shared Voting Power 5,618,907.00
9	Sole Dispositive Power 3,531,140.00
10	Shared Dispositive Power 5,618,907.00

11

Aggregate amount beneficially owned by each reporting person

9,150,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.00 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. 66979W842

1

Name of reporting person

Pallinghurst Bond Limited

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)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,026,348.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,026,348.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,026,348.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.21 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

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, QUEBEC, CANADA , J0K 3B0.
Item 1 Comment: Explanatory Note Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 3 to the Schedule 13D (as defined below) ("Amendment No. 3") amends and supplements certain items of the Schedule 13D related to the common shares, no par value (the "Common Shares") of Nouveau Monde Graphite Inc. ("NMG"), a corporation existing under the federal laws of Canada, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 1, 2022 (the "Original Schedule 13D"), as amended by the First and Second Amendments to the Original Schedule 13D, dated as of November 15, 2022 and May 2, 2024, respectively ("Amendment No. 1" and "Amendment No. 2") and as further amended by this Amendment No. 3 (and together with the Original Schedule 13D, Amendment No.1 and Amendment No. 2, the "Schedule 13D"). Except as set forth below, all items of Amendment No. 2 remain unchanged. All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in Amendment No. 1 and Amendment No. 2.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Pallinghurst International disposed of 2,390,966 Common Shares of NMG between October 1, 2025 and October 24, 2025, equating to 1.57% of the total Common Shares of NMG outstanding, which has led to the filing of this Amendment No. 3.
Item 5.	Interest in Securities of the Issuer
(a)	Beneficial Ownership of Common Shares of NMG as of October 24, 2025 Beneficial Ownership Reporting Person: Common Shares Pallinghurst International(1)(3) 9,150,047 Pallinghurst Bond(2)(3) 13,026,348 Percentage(4) Pallinghurst International(1)(3) 6.00% Pallinghurst Bond(2)(3) 8.21% Voting and Dispositive Power Sole Power Pallinghurst International(1)(3) 3,531,140 Pallinghurst Bond(2)(3) 13,026,348 Shared Power Pallinghurst International(1)(3) 5,618,907 Pallinghurst Bond(2)(3) 0 (1) Pallinghurst International may be deemed the indirect beneficial owner of 5,618,907 Common Shares of NMG directly beneficially owned by Pallinghurst Graphite. Additionally, Pallinghurst International directly beneficially owns 3,531,140 Common Shares of NMG. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst International's Common Shares. Thus, Pallinghurst International may be deemed to have shared voting and dispositive power over 5,618,907 Common Shares and to have sole voting and dispositive power of its 3,531,140 Common Shares. (2) Pallinghurst Bond directly beneficially owns 6,776,348 Common Shares and 6,250,000 Warrants, with each such Warrant being exercisable for one Common Share of NMG in connection with a Tranche 2 investment at the final investment decision of NMG, or earlier if the Issuer were to issue an acceleration notice. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst Bond's Common Shares. Thus, Pallinghurst Bond may be deemed to have sole voting and dispositive power of the 6,776,348 Common Shares and 6,250,000 Warrants. (3) Each of Pallinghurst International and Pallinghurst Bond has a board of directors which makes voting and investment decisions over the Common Shares owned by it. However, because these boards are elected by different shareholder bases, no single director is deemed to control voting or disposition of the Common Shares owned by each of Pallinghurst International and Pallinghurst Bond. Thus, no individual or shareholder is deemed a common beneficial owner of the Common Shares of Pallinghurst International and Pallinghurst Bond. The table shows all Reporting Persons for illustrative purposes only, and is not an admission of co-ownership among Pallinghurst International and Pallinghurst Bond. Pallinghurst International and Pallinghurst Bond may still be deemed a "group" for purposes of Section 13(d) of the Exchange Act, because their boards of directors are composed of the same individuals and because both Pallinghurst International and Pallinghurst Bond are parties to and have rights under the Second Amended and Restated Investment Agreement with NMG. (4) Based on 152,400,705 Common Shares of NMG outstanding as of October 23, 2025, as reported by NMG, plus, in the case only of Pallinghurst Bond, 6,250,000 Common Shares of NMG that may be issued if the underlying Warrants are exercised in full by Pallinghurst Bond. Beneficial Ownership of Common Shares of NMG as of October 24, 2025 Beneficial Ownership Covered Person: Common Shares Arne H. Frandsen(1) 494,296 Andrew Paul Willis(2) 112,500 Percentage(3) Arne H. Frandsen(1) 0.32% Andrew Paul Willis(2) 0.07% Voting and Dispositive Power Sole Power Arne H. Frandsen(1) 494,296 Andrew Paul Willis(2) 112,500 Shared Power Arne H. Frandsen(1) 0 Andrew Paul Willis(2) 0 (1) Mr. Frandsen is the direct beneficial owner of: (i) 311,796 Common Shares of NMG; and (ii) 182,500 stock options, which are currently exercisable into 182,500 Common Shares of NMG. (2) Mr. Willis is the direct beneficial owner of 112,500 stock options, which are currently exercisable into 112,500 Common Shares of NMG. (3) Based on 152,400,705 Common Shares of NMG outstanding as of October 21, 2025, as reported by NMG to the Reporting Persons, plus, with respect only to Mr. Frandsen, 182,500 Common Shares of NMG issuable upon the exercise of 182,500 stock options granted to Mr. Frandsen, and with respect only to Mr. Willis, 112,500 Common Shares of NMG issuable upon the exercise of 112,500 stock options granted to Mr. Willis. Except as disclosed in this Schedule 13D, none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, beneficially owns any Common Shares of NMG or has the right to acquire any Common Shares of NMG, and none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares of NMG that they may be deemed to beneficially own.
(c)	During the 60 days preceding this Amendment No. 3, the Reporting Persons and, to the best of the Reporting Persons' knowledge, the Covered Persons did not transact in any Common Shares, except as follows: Reporting Person - Pallinghurst International: Date Transaction(1) Common Shares Per Share Price(2) Trading Range(3) October 1, 2025 Sale 700 $2.80 $2.80 to $2.81 October 2, 2025 Sale 900 $2.69 $2.68 to $2.69 October 3, 2025 Sale 69,946 $2.79 $2.70 to $2.84 October 6, 2025 Sale 182,494 $2.90 $2.80 to $2.96 October 7, 2025 Sale 284,156 $3.10 $2.98 to $3.27 October 9, 2025 Sale 134,000 $3.86 $3.59 to $4.15 October 10, 2025 Sale 75,000 $3.73 $3.38 to $3.95 October 13, 2025 Sale 41,864 $3.73 $3.52 to $4.52 October 13, 2025 Sale 8,036 $4.91 $4.53 to $5.53 October 13, 2025 Sale 100 $5.75 $5.54 to $5.75 October 14, 2025 Sale 648,294 $4.91 $4.48 to $5.48 October 14, 2025 Sale 16,616 $5.85 $5.49 to $6.05 October 15, 2025 Sale 71,590 $4.39 $3.99 to $4.99 October 15, 2025 Sale 2,500 $5.07 $5.00 to $5.15 October 16, 2025 Sale 83,200 $3.51 $3.28 to $4.02 October 17, 2025 Sale 512,018 $3.41 $2.99 to $3.62 October 20, 2025 Sale 190,692 $3.22 $3.03 to $3.50 October 21, 2025 Sale 42,100 $3.01 $2.96 to $3.30 October 23, 2025 Sale 23,400 $3.01 $3.00 to $3.05 October 24, 2025 Sale 3,360 $3.01 $3.00 to $3.02 Total 2,390,966 $3.79 Covered Person - Andrew Paul Willis: Date Transaction(1) Common Shares Per Share Price(2) Trading Range(3) October 10, 2025 Sale 47,600 $3.57 $3.50 to $3.65 October 13, 2025 Sale 167,555 $3.62 $3.55 to $3.73 Total 215,155 $3.61 (1) All such transactions were effected in the open market by the Reporting Person or the Covered Person, as the case may be. (2) Excludes commissions paid in per share prices. The prices reported in this column are weighted-average prices. These shares were sold in multiple transactions, within the ranges set forth in the above table. (3) The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the above table.
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons.
(e)	On December 20, 2024, Pallinghurst Graphite ceased to be the beneficial owner of more than five percent of the Common Shares of NMG.

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.

Pallinghurst Graphite International Limited

Signature:	/s/ Andrew Willis
Name/Title:	Andrew Willis/Director
Date:	10/29/2025

Pallinghurst Bond Limited

Signature:	/s/ Andrew Willis
Name/Title:	Andrew Willis/Director
Date:	10/29/2025

FAQ

What did Pallinghurst disclose in NMG (NMG) Amendment No. 3 to Schedule 13D?

Pallinghurst International reported selling 2,390,966 Common Shares between October 1–24, 2025, equal to 1.57% of NMG’s outstanding shares.

What is Pallinghurst International’s updated ownership percentage in NMG (NMG)?

Pallinghurst International reports 9,150,047 shares, representing 6.00% of the class as of October 24, 2025.

What is Pallinghurst Bond’s stake in NMG (NMG) and what does it include?

Pallinghurst Bond reports 13,026,348 (8.21%), including 6,776,348 Common Shares and 6,250,000 Warrants tied to a Tranche 2 investment decision.

At what prices did Pallinghurst International sell NMG (NMG) shares?

Weighted‑average sale price over the period was $3.79 per share, with daily ranges shown from $2.68 to $6.05.

What holdings did NMG (NMG) covered individuals report?

Arne H. Frandsen: 494,296 (0.32%) including 182,500 options. Andrew Paul Willis: 112,500 options (0.07%).

What event triggered this 13D amendment for NMG (NMG)?

The disposal of 2,390,966 shares by Pallinghurst International between October 1–24, 2025 led to the filing.