XJ Harbour cuts SCHMID (SHMD) stake after 1.53M share sales

Rhea-AI Filing Summary

XJ Harbour HK Limited and affiliated Xinjin entities filed Amendment No. 1 to update their ownership in SCHMID Group N.V. They report beneficial ownership of 11,420,271 Class A Ordinary Shares, representing about 22.6% of 50,603,011 outstanding Class A shares.

The group has sole power to vote and dispose of these shares. The filing also discloses open market sales totaling 1,530,928 Class A shares between February 13, 2026 and April 22, 2026, at prices ranging from $6.5021 to $8.0718 per share. The ownership percentage excludes earn-out shares without voting rights and outstanding warrants, and does not reflect potential conversions under a EUR 2.5 million facility or a USD 30 million convertible bond and warrants.

Insights

Equity ownership analyst

Large SCHMID holder updates stake after selling 1.53M shares.

The reporting group, led by XJ Harbour HK Limited, now reports beneficial ownership of 11,420,271 Class A Ordinary Shares of SCHMID Group N.V., equal to about 22.6% of 50,603,011 outstanding Class A shares. They retain sole voting and dispositive power over this block.

Between February 13, 2026 and April 22, 2026, the group executed open market sales totaling 1,530,928 shares at prices from $6.5021 to $8.0718 per share. The filing notes additional potential dilution sources: a EUR 2.5 million draw under a financing facility and a $30 million convertible bond with warrants, whose possible conversions are not included in the current ownership percentage.

The amendment is primarily informational, clarifying the updated stake and recent trade history. Future filings from the issuer may clarify if and when the noted financing instruments convert into equity, which could change the overall share base and relative ownership levels.

Key Figures

Beneficial ownership: 11,420,271 shares Ownership percentage: 22.6% Shares outstanding: 50,603,011 shares +5 more

8 metrics

Beneficial ownership 11,420,271 shares Class A Ordinary Shares beneficially owned by reporting persons

Ownership percentage 22.6% Portion of outstanding Class A Ordinary Shares

Shares outstanding 50,603,011 shares Class A Ordinary Shares used as ownership base

Shares sold 1,530,928 shares Aggregate open market sales Feb 13–Apr 22, 2026

Sale price range $6.5021–$8.0718/share Per-share prices for disclosed open market sales

Earn-out shares excluded 5,000,000 shares Earn-out Class A shares without voting rights, subject to cancellation

Outstanding warrants 21,000,000 warrants Total outstanding warrants issued to other shareholders

Convertible financing EUR 2.5M & USD 30M Facility draw and convertible bond with warrants not in ownership % basis

Key Terms

beneficial ownership, sole power to vote, open market sale, earn-out shares, +2 more

6 terms

beneficial ownership financial

"The Reporting Persons have beneficial ownership of 11,420,271 Class A Ordinary Shares."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole power to vote financial

"The Reporting Persons have the sole power to vote, dispose or direct the disposition of 11,420,271 Class A Ordinary Shares."

open market sale financial

"February 13, 2026 - Open market sale of 150,849 Class A Ordinary Shares at a price of $7.9198 per Class A Ordinary Share."

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

earn-out shares financial

"excluding 5,000,000 earn-out shares without voting rights subject to cancellation"

Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.

convertible bond financial

"does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026."

A convertible bond is a loan-like security that pays regular interest but gives the holder the option to swap it for a set number of the issuer’s shares under agreed terms. Think of it as a bond that can be turned into stock if the share price moves in your favor. It matters to investors because it offers steady income with potential upside from equity while also creating possible future share dilution and affecting the company’s capital mix.

warrants financial

"21,000,000 total outstanding warrants issued to other shareholders of the Issuer"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SCHMID Group N.V.

(Name of Issuer)

Class A Ordinary Shares, nominal value (euro)0.01 per share

(Title of Class of Securities)

N68722102

(CUSIP Number)

XJ Harbour HK Limited
Room 76, 5/F United Centre, 95 Queensway,
Admiralty, K3, 000000
852 5948 0780

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

04/22/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

XJ Harbour HK 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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,420,271.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,420,271.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,420,271.00

12

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

13

Percent of class represented by amount in Row (11)

22.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1 Represents 11,420,271 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

Xinjin Global Industrial Fund LP

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,420,271.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,420,271.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,420,271.00

12

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

13

Percent of class represented by amount in Row (11)

22.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

1 Represents 11,420,271 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

Xinjin Global Industrial Fund GP 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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,420,271.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,420,271.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,420,271.00

12

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

13

Percent of class represented by amount in Row (11)

22.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1 Represents 11,420,271 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

Xinjin Investment Holding 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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,420,271.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,420,271.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,420,271.00

12

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

13

Percent of class represented by amount in Row (11)

22.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1 Represents 11,420,271 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, nominal value (euro)0.01 per share
(b)	Name of Issuer: SCHMID Group N.V.
(c)	Address of Issuer's Principal Executive Offices: Robert-Bosch-Str. 32-36, Freudenstadt, GERMANY , 72250.
Item 1 Comment: This amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the original Schedule 13D (the "Original Schedule 13D") filed with the SEC on February 11, 2026, by XJ Harbour HK Limited, Xinjin Global Industrial Fund LP, Xinjin Global Industrial Fund GP Limited, and Xinjin Investment Holding Limited (each a "Reporting Person") relating to the Class A Ordinary Shares of the Issuer. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Original Schedule 13D. Except as specifically amended by this Amendment, the Original Schedule 13D is unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: The Reporting Persons have beneficial ownership of 11,420,271 Class A Ordinary Shares. The percentage of beneficial ownership is approximately 22.6% of the outstanding Class A Ordinary Shares.
(b)	Item 5(b) of the Original Schedule 13D is hereby amended and restated as follows: The Reporting Persons have the sole power to vote, dispose or direct the disposition of 11,420,271 Class A Ordinary Shares.
(c)	Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows: Except as described in Item 3 and the disposal of an aggregate number of 1,530,928 Class A Ordinary Shares in open market through a broker between February 13, 2026 and April 22, 2026 as listed below, the Reporting Persons have not engaged in any transaction with respect to the Class A Ordinary Shares during the sixty days prior to the date of filing this Amendment. February 13, 2026 - Open market sale of 150,849 Class A Ordinary Shares at a price of $7.9198 per Class A Ordinary Share. February 17, 2026 - Open market sale of 34,359 Class A Ordinary Shares at a price of $8.0718 per Class A Ordinary Share. February 20, 2026 - Open market sale of 2,504 Class A Ordinary Shares at a price of $8.0172 per Class A Ordinary Share. February 26, 2026 - Open market sale of 49,073 Class A Ordinary Shares at a price of $6.7722 per Class A Ordinary Share. February 27, 2026 - Open market sale of 29,456 Class A Ordinary Shares at a price of $6.5380 per Class A Ordinary Share. March 2, 2026 - Open market sale of 50,000 Class A Ordinary Shares at a price of $6.7252 per Class A Ordinary Share. March 3, 2026 - Open market sale of 19,530 Class A Ordinary Shares at a price of $6.5501 per Class A Ordinary Share. March 4, 2026 - Open market sale of 74,889 Class A Ordinary Shares at a price of $7.9370 per Class A Ordinary Share. March 17, 2026 - Open market sale of 19,351 Class A Ordinary Shares at a price of $7.0402 per Class A Ordinary Share. March 18, 2026 - Open market sale of 30,973 Class A Ordinary Shares at a price of $7.0106 per Class A Ordinary Share. March 25, 2026 - Open market sale of 40,000 Class A Ordinary Shares at a price of $7.1351 per Class A Ordinary Share. April 20, 2026 - Open market sale of 97,694 Class A Ordinary Shares at a price of $6.6524 per Class A Ordinary Share. April 21, 2026 - Open market sale of 150,938 Class A Ordinary Shares at a price of $6.5622 per Class A Ordinary Share. April 22, 2026 - Open market sale of 781,312 Class A Ordinary Shares at a price of $6.5021 per Class A Ordinary Share.

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.

XJ Harbour HK Ltd

Signature:	/s/ XJ Harbour HK Limited
Name/Title:	Mak Tsz Ming / Director
Date:	04/22/2026

Xinjin Global Industrial Fund LP

Signature:	/s/ Xinjin Global Industrial Fund LP
Name/Title:	Mak Tsz Ming / Authorized Signatory
Date:	04/22/2026

Xinjin Global Industrial Fund GP Limited

Signature:	/s/ Xinjin Global Industrial Fund GP Limited
Name/Title:	Mak Tsz Ming / Director
Date:	04/22/2026

Xinjin Investment Holding Limited

Signature:	/s/ Xinjin Investment Holding Limited
Name/Title:	HU Bin / Director
Date:	04/22/2026

Comments accompanying signature:

Not applicable.

FAQ

How many SCHMID Group (SHMD) shares does XJ Harbour currently own?

XJ Harbour HK Limited and related Xinjin entities report beneficial ownership of 11,420,271 SCHMID Class A Ordinary Shares. This stake carries sole voting and dispositive power and represents about 22.6% of the 50,603,011 outstanding Class A shares referenced in the filing.

What percentage of SCHMID Group (SHMD) does the reporting group hold?

The reporting group holds approximately 22.6% of SCHMID’s outstanding Class A Ordinary Shares. This percentage is based on 50,603,011 Class A shares outstanding and excludes earn-out shares without voting rights and warrants held by other shareholders mentioned in the filing.

How many SCHMID (SHMD) shares did XJ Harbour and affiliates sell recently?

The filing lists open market sales totaling 1,530,928 Class A Ordinary Shares between February 13, 2026 and April 22, 2026. These trades were executed through a broker across multiple days, as detailed transaction-by-transaction in the amendment’s Item 5(c) section.

At what prices were the recent SCHMID (SHMD) share sales executed?

Reported open market sales occurred at prices ranging from $6.5021 to $8.0718 per Class A Ordinary Share. Individual trades on specific dates, such as February 13, 2026 and April 22, 2026, each disclose exact per-share sale prices within this overall range.

What total SCHMID (SHMD) share count is used to calculate the 22.6% stake?

The 22.6% ownership figure is calculated using 50,603,011 SCHMID Class A Ordinary Shares outstanding. This total excludes 5,000,000 earn-out shares without voting rights that are subject to cancellation and 21,000,000 outstanding warrants held by other shareholders, as described in the filing.

How might SCHMID’s financing arrangements affect future share counts?

The filing notes a EUR 2.5 million draw under a financing facility and a USD 30 million convertible bond with warrants. The reported 22.6% ownership does not reflect potential share issuances from these instruments, so future conversions could change SCHMID’s total share base and relative stakes.