Balyasny Asset Management and affiliated entities disclose beneficial ownership of 12,290,913 shares of Beyond Air common stock, representing approximately 9.99% of the outstanding class based on the issuer's reported share count. The reported position includes 8,956,504 shares issuable upon exercise of warrants, but a contractual 9.99% blocker prevents the Reporting Persons from exercising any warrants that would result in ownership above 9.99%.
The filing states each Reporting Person has sole voting and dispositive power over the 12,290,913 shares and identifies ADMF as the direct holder and an investment management client of BAM with rights to dividends and sale proceeds. Filers certify the securities were acquired in the ordinary course of business and not to influence control.
Positive
Material disclosure: Reporting Persons disclose beneficial ownership of 12,290,913 shares (~9.99%) of Beyond Air common stock.
Clarity on power: Filing states sole voting and dispositive power over the reported shares with shared power = 0.
Transparency on warrants: Filing specifies inclusion of 8,956,504 shares issuable upon exercise of warrants and explains exercise limitations.
Negative
Exercise constraint: A contractual 9.99% blocker prevents exercising warrants to increase ownership above 9.99%, limiting the Reporting Persons' ability to convert warrant exposure into additional shares.
Warrant-heavy position: A large portion of the reported position (8,956,504 of 12,290,913) is constituted by warrants rather than currently issued common stock, adding uncertainty about immediate share conversion timing.
Insights
TL;DR: Reporting Persons disclose a material ~9.99% economic interest (12.29M shares) in Beyond Air, largely warrant-based and subject to an exercise limiter.
The Schedule 13G amendment reports 12,290,913 shares beneficially owned, including 8,956,504 shares issuable upon exercise of warrants, producing a stated stake of approximately 9.99%. The filing documents sole voting and dispositive power and makes clear a contractual 9.99% blocker prevents exercising warrants that would exceed the 9.99% threshold. The certification indicates the position is held in the ordinary course and not to change or influence control.
TL;DR: A near-10% passive disclosure with sole voting/dispositive power; governance impact is limited by the filer’s certification and the 9.99% exercise blocker.
The Reporting Persons used Schedule 13G, signaling a passive reporting posture and including a clear statement that the securities were not acquired to influence issuer control. The filing identifies ADMF as the direct holder and confirms that the Reporting Persons retain sole authority to vote and dispose of the disclosed position. The large warrant component and contractual blocker are central to understanding the true exercisable economic interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Beyond Air, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
08862L202
(CUSIP Number)
06/30/2025
(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.
08862L202
1
Names of Reporting Persons
Balyasny Asset Management L.P.
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
12,290,913.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,290,913.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,290,913.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
BAM GP 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
12,290,913.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,290,913.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,290,913.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Balyasny Asset Management Holdings 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
12,290,913.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,290,913.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,290,913.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Dames GP 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
12,290,913.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,290,913.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,290,913.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Dmitry Balyasny
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
12,290,913.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,290,913.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,290,913.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Beyond Air, Inc.
(b)
Address of issuer's principal executive offices:
900 STEWART AVENUE, SUITE 301, GARDEN CITY, NY, 11530, UNITED STATES
Item 2.
(a)
Name of person filing:
This statement is being filed by (1) Balyasny Asset Management L.P., a Delaware limited partnership ("BAM"), (2) BAM GP LLC, a Delaware limited liability company ("BAM GP"), (3) Balyasny Asset Management Holdings LP, a Delaware limited partnership ("BAM Holdings"), (4) Dames GP LLC, a Delaware limited liability company ("Dames"), and (5) Dmitry Balyasny, a United States citizen (collectively, the "Reporting Persons"). BAM GP is the General Partner of BAM. BAM Holdings is the Sole Member of BAM GP. Dames is the General Partner of BAM Holdings. Dmitry Balyasny is the Managing Member of Dames.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor, Chicago, IL 60606.
(c)
Citizenship:
(1) BAM is a Delaware limited partnership, (2) BAM GP is a Delaware limited liability company, (3) BAM Holdings is a Delaware limited partnership, (4) Dames is a Delaware limited liability company, and (5) Mr. Balyasny is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
08862L202
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:
By virtue of its position as the investment manager of Atlas Diversified Master Fund, Ltd. ("ADMF"), the direct holder of the 12,290,913 shares (including 8,956,504 shares of Common Stock issuable upon exercise of Warrants) of common stock, par value $0.0001 per share ("Shares"), reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of his position as the Managing Member of Dames, Mr. Balyasny may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the Shares, calculated based on 92,794,777 Shares outstanding as of June 19, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 20, 2025 and assumes the exercise of certain pre-funded warrants and common warrants (the "Warrants") to purchase Common Stock of the Company held by Reporting Persons up to the 9.99% Blocker (as defined below).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Stock (the "9.99% Blocker") and the percentage set forth in Row (11) of the cover page for each Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all of such Warrants due to the 9.99% Blocker.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 12,290,913 Shares (including 8,956,504 shares of Common Stock issuable upon exercise of Warrants).
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 12,290,913 Shares (including 8,956,504 shares of Common Stock issuable upon exercise of Warrants).
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ADMF, a Cayman Islands exempted company that is an investment management client of BAM, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
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 acquired and are held in the ordinary course of business and 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.
How many Beyond Air (XAIR) shares does Balyasny report owning?
The Reporting Persons disclose beneficial ownership of 12,290,913 shares, representing approximately 9.99% of the outstanding class.
Does the reported stake include warrants?
Yes. The position includes 8,956,504 shares issuable upon exercise of warrants, but exercise is limited by a 9.99% blocker.
Do the Reporting Persons have voting power over the shares?
The filing states the Reporting Persons have sole voting and sole dispositive power over the 12,290,913 reported shares; shared power is 0.
Was this filed as an active or passive disclosure?
This statement is filed on Schedule 13G (amendment), and the filers certify the securities were acquired in the ordinary course and not to influence control.
Who is the direct holder mentioned in the filing?
The direct holder is ADMF (Atlas Diversified Master Fund, Ltd.), identified as an investment management client of BAM with rights to dividends and sale proceeds.
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