Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

X0202 SCHEDULE 13D/A 0001916062 XXXXXXXX LIVE 5 Common Shares, no par value 05/15/2026 false 0001649752 66979W842 Nouveau Monde Graphite Inc. 481 rue Brassard Saint-Michel-des-Saints, Quebec QUEBEC A8 J0K 3B0 Andrew Willis 44 1481 740 520 c/o Pallinghurst Graphite Intl. Ltd 23-25 Le Pollet St Peter Port Y7 GY1 1WQ 0001916062 N Pallinghurst Graphite International Limited WC N Y7 749715.00 5618907.00 749715.00 5618907.00 6368622.00 N 1.94 HC OO Y Pallinghurst Bond Limited WC N Y7 13026348.00 0.00 13026348.00 0.00 13026348.00 N 3.88 OO Common Shares, no par value Nouveau Monde Graphite Inc. 481 rue Brassard Saint-Michel-des-Saints, Quebec QUEBEC A8 J0K 3B0 Explanatory Note Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 5 to the Schedule 13D (as defined below) ("Amendment No. 5") 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, Second, Third and Fourth Amendments to the Original Schedule 13D, dated as of November 15, 2022, May 2, 2024, October 29, 2025 and November 15, 2025 respectively ("Amendment No. 1", "Amendment No.2", "Amendment No. 3" and "Amendment No. 4" respectively) and as further amended by this Amendment No. 5 (and together with the Original Schedule 13D, Amendment No.1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule 13D"). Except as set forth below, all items of Amendment No. 4 remain unchanged. All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On May 15, 2026, NMG completed a USD309.5 million equity financing; this transaction has resulted in Pallinghurst Bond being diluted to below 5.00% on a part-diluted basis and therefore ceasing to be Reporting Person, which has led to the filing of this final Amendment No. 5. Item 5 of the Schedule 13D is hereby amended and restated as follows: (a)-(b) Beneficial Ownership of Common Shares of NMG as of May 15, 2026 Beneficial Ownership Voting and Dispositive Power Common Shares Percentage(4) Sole Power Shared Power Reporting Person: Pallinghurst International(1)(3) 6,368,622 1.94% 749,715 5,618,907 Pallinghurst Bond(2)(3) 13,026,348 3.88% 13,026,348 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 749,715 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 749,715 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 329,114,330 Common Shares of NMG outstanding as of May 15, 2026, 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 May 15, 2026 Beneficial Ownership Voting and Dispositive Power Common Shares Percentage(3) Sole Power Shared Power Covered Person: Arne H. Frandsen(1) 521,796 0.16% 521,796 0 Andrew Paul Willis(2) 140,000 0.04% 140,000 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; Mr. Frandsen may be deemed to hold an indirect beneficial interest in 27,500 Common Shares of NMG. (2) Mr. Willis may be deemed to hold an indirect beneficial interest in 27,500 Common Shares of NMG. 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 329,114,330 Common Shares of NMG outstanding as of May 15, 2026, as reported by NMG, 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. During the 60 days preceding this Amendment No. 5, the Reporting Persons and, to the best of the Reporting Persons' knowledge, the Covered Persons did not transact in any Common Shares, except as already disclosed in Amendment No. 4: 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. Pallinghurst International and Pallinghurst Bond ceased to be the beneficial owner of more than five percent of the Common Shares of NMG on November 14, 2025 and May 15, 2026 respectively; despite Pallinghurst International beneficially owning less than five percent of the Common Shares of NMG, it is named and included as a Reporting Person in this Amendment No. 5 solely for the administrative convenience of use of its SEC filing codes. Pallinghurst Graphite International Limited /s/ Andrew Willis Andrew Willis/Director 05/29/2026 Pallinghurst Bond Limited /s/ Andrew Willis Andrew Willis/Director 05/29/2026