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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0002057227 XXXXXXXX LIVE 1 Ordinary Shares, with a nominal value of DKK 1.00 per share 05/23/2025 false 0001978867 12738K109 Cadeler A/S KALVEBOD BRYGGE 43 COPENHAGEN V G7 DK-1560 Nicholas Fell 65 (0) 6434 5818 BW Maritime Pte. Ltd. #18-01, 10 Pasir Panjang Road Mapletree Business City U0 117438 0002057227 N BW Altor Pte. Ltd. WC N U0 74064872.00 0.00 74064872.00 0.00 74064872.00 N 21.1 CO (1) The CUSIP 12738K109 applies to Cadeler A/S's American Depositary Shares, each representing four ordinary shares of Cadeler A/S. BW Altor Pte. Ltd. (the "Reporting Person" or "BWA") holds 74,064,872.00 ordinary shares. (2) The working capital used to purchase the ordinary shares of Cadeler A/S originated from an equity injection by the Reporting Person's sole equityholder. (3) The response to Item 13 above, 21.1%, is based on a total of 350,957,583 outstanding ordinary shares of Cadeler A/S, which amount was disclosed in Cadeler A/S' Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 25, 2025. Ordinary Shares, with a nominal value of DKK 1.00 per share Cadeler A/S KALVEBOD BRYGGE 43 COPENHAGEN V G7 DK-1560 This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to the shares, nominal value DKK 1 per share (the "Shares"), including Shares represented by American Depositary Shares ("ADSs", each representing 4 Shares) of Cadeler A/S (the "Issuer"), whose principal executive offices are located at Arne Jacobsens Alle 7, 7th floor DK-2300 Copenhagen S, Denmark. This Amendment No. 1 amends and supplements the statement on the Schedule 13D originally filed by BWA with the Securities and Exchange Commission (the "SEC") on February 19, 2025 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 1, the Original Schedule 13D, as amended, remains in full force and effect. Item 3 is hereby supplemented as follows: On March 27, 2025, BWA acquired in market transactions 1,601,727 Shares at the average price of NOK 53.37 per Share. On March 28, 2025, BWA acquired in market transactions a total of 173,003 Shares at the average price of NOK 53.87 per Share. On March 31, 2025, BWA acquired in market transactions a total of 228,270 Shares at the average price of NOK 50.46 per Share. On April 7, 2025, BWA acquired in market transactions a total of 116,713 Shares at the average price of NOK 46.56 per Share. On April 9, 2025, BWA acquired in market transactions a total of 34,782 Shares at the average price of NOK 49.92 per Share. On May 22, 2025, BWA acquired in market transactions a total of 500,000 Shares at the average price of NOK 48.38 per Share. On May 23, 2025, BWA acquired in market transactions a total of 895,648 Shares at the average price of NOK 49.11 per Share. On May 26, 2025, BWA acquired in market transactions a total of 500,000 Shares at the average price of NOK 49.16 per Share. The working capital funds used by BWA to make these acquisitions came from an equity injection by Mr. Sohmen-Pao using his personal funds. The Reporting Person may be deemed to beneficially own 74,064,872 Shares, representing approximately 21.1% of the outstanding Shares. The foregoing beneficial ownership percentage is based on a total of 350,957,583 Shares outstanding as disclosed in the Issuer's Annual Report on Form 20-F filed with the SEC on March 25, 2025. The Reporting Person has sole voting power and sole dispositive power over 74,064,872 Shares, representing approximately 21.1% of the outstanding Shares. The foregoing percentage is based on a total of 350,957,583 Shares outstanding as disclosed in the Issuer's Annual Report on Form 20-F filed with the SEC on March 25, 2025. Except as described in Item 3 of this Schedule 13D, to the best of the Reporting Person's knowledge, there have been no transactions in the Shares effected by the Reporting Person or, to the best of the knowledge of the Reporting Person, without independent verification, any of the other persons with respect to whom information is given in response to Item 2, during the past 60 days. As of the date hereof, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by the Reporting Person. Not applicable. BW Altor Pte. Ltd. /s/ Nicholas John Oxleigh Fell Nicholas John Oxleigh Fell/Authorized Signatory 05/28/2025