Schedule 13G filing for Sequans Communications S.A. (SQNS) discloses that a group of Yorkville Advisors–affiliated entities, led by YA II PN, Ltd., has acquired a sizable position in the company’s American Depositary Shares (ADSs).
Beneficial ownership: 14,128,739 ADSs, representing 9.9 % of the outstanding class. All voting and dispositive power is shared among the reporting persons; there is no sole voting or dispositive authority.
Transaction background: The position stems from a Securities Purchase Agreement signed 22 June 2025 under which YA II bought 10,227,115 ADSs, 7,630,027 pre-funded warrants, and 2,678,571 common warrants.
Ownership cap: Both warrant series contain a blocker that prohibits exercises causing total beneficial ownership to exceed 9.99 %. This keeps the investors below change-of-control thresholds.
Reporting group: YA II PN, YA Global Investments II (U.S.), Yorkville Advisors Global, Yorkville Advisors Global II, YAII GP, YAII GP II, SC-Sigma Global Partners, and individual Mark Angelo are treated as affiliates and report the same position.
Strategic implication: The filing signals continued interest from a structured-capital specialist and supplies Sequans with fresh capital, albeit at the cost of potential future dilution when warrants are exercised.
The event date triggering this filing is 7 July 2025; the certification states the securities were acquired without intent to influence control of the issuer.
Positive
Institutional capital injection: YA II purchased over 10 million ADSs, providing fresh funding to Sequans.
Ownership blocker: 9.99 % cap reduces change-of-control and activist risk.
Dilution overhang: 7.63 million pre-funded and 2.68 million common warrants could expand the share count when exercised.
Share overhang risk: A 9.9 % holder may sell into market, pressuring the stock if liquidity is low.
Insights
TL;DR – Yorkville group now holds 9.9 % of SQNS via ADSs & warrants; capital infusion positive, dilution risk neutralizes impact.
The 13G confirms a near-10 % passive stake by Yorkville-managed vehicles following a June private placement. Sequans gains immediate cash and a committed investor specialised in structured financings. The 9.99 % blocker limits control concerns and may temper aggressive warrant exercises. However, the ~10.3 m ADSs issued plus 10.3 m in-the-money warrants represent meaningful potential dilution—roughly mid-teens on an as-converted basis—once exercised. Market reaction typically weighs financing terms and dilution versus capital needs; absent pricing details, the net effect appears neutral until execution details surface.
TL;DR – Passive filing; governance impact limited by 9.99 % cap and shared voting structure.
The group files under Schedule 13G, signalling no activist intent. Shared voting/dispositive rights across multiple affiliated entities are customary for Yorkville’s feeder-fund structure and do not indicate coordinated control attempts. The blocker clause keeps beneficial ownership just under 10 %, avoiding poison-pill triggers and French takeover thresholds. Governance risk therefore remains low, though investors should watch for any future conversion requests that creep beyond the cap.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sequans Communications
(Name of Issuer)
American Depository Shares, each representing ten (10) Ordinary Shares, nominal value Euro 0.01
(Title of Class of Securities)
817323306
(CUSIP Number)
07/07/2025
(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.
817323306
1
Names of Reporting Persons
YA II PN, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
YA Global Investments II (U.S.), 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
Yorkville Advisors Global, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
Yorkville Advisors Global II, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
YAII GP, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
YAII GP II, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
Mark Angelo
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
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
CUSIP No.
817323306
1
Names of Reporting Persons
SC-Sigma Global Partners, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,128,739.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,128,739.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,128,739.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sequans Communications
(b)
Address of issuer's principal executive offices:
15-55 BLVD Charles de Gaulle, Les Portes De La Defenses Colombes, France, 92700
Item 2.
(a)
Name of person filing:
YA II PN, Ltd.
(b)
Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
American Depository Shares, each representing ten (10) Ordinary Shares, nominal value Euro 0.01
(e)
CUSIP No.:
817323306
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:
14,128,739
(b)
Percent of class:
9.9 %
(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:
14,128,739
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
14,128,739
Item 5.
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)(K), so indicate under Item 3(k) 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.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
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.
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