SC 13G: KWESST Micro Systems Inc.

AI Summary

SC 13G filing by KWESST Micro Systems Inc..

Risk Assessment

Risk Level: low

Filing Documents

• g084171_sc13g.htm (SC 13G) — 62KB
• 0001753926-24-000693.txt ( ) — 63KB

(a). Name of Issuer

Item 1(a). Name of Issuer: KWESST Micro Systems Inc. (the “ Issuer ”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive offices are located at 155 Terence Matthews Crescent, Unit #1, Ottawa, Ontario K2M 2A8.

(a). Names of Persons Filing

Item 2(a). Names of Persons Filing: This statement on Schedule 13G (“ Schedule 13G ”) is filed by: (i) 3i, LP, a Delaware limited partnership (“ 3i ”); (ii) 3i Management LLC, a Delaware limited liability company (“ 3i Management ”); and (iii) Maier Joshua Tarlow, a United States citizen (“ Mr. Tarlow ”). The foregoing persons are hereinafter sometimes collectively referred to as the “ Reporting Persons ”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

(b). Address of Principal Business Office or, if none,

Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of each of the Reporting Persons is 2 Wooster Street, 2 nd Floor, New York, NY 10013.

(c). Citizenship

Item 2(c). Citizenship: 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: The title of the class of securities to which this statement relates is the Issuer’s common shares, no par value (the “ Common Shares ”).

(e). CUSIP Number: 501506604

Item 2(e). CUSIP Number: 501506604 CUSIP No. 501506604 13G Page 6 of 9 Pages

If This Statement is Filed Pursuant to §§240.13d-1(b)

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: Not applicable.

Ownership

Item 4. Ownership. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 6,784,204 Common Shares outstanding, as verified with the Issuer on April 5, 2024, and (ii) up to 803,500 Common Shares issuable upon full exercise of pre-funded common share purchase warrants (the “ Pre-Funded Warrants ”) held by 3i, the exercise thereof which is subject to a 9.99% beneficial ownership blocker (the “ Blocker ”). 3i holds (i) 675,000 Common Shares and (ii) Pre-Funded Warrants exercisable for 803,500 Common Shares, of which 800,454 Common Shares are not deemed beneficially owned by 3i as a result of the triggering of the Blocker, which prohibits the holder thereof from exercising the Pre-Funded Warrants for Common Shares if, as a result of such exercise, such holder, together with its affiliates and any persons acting as a group together with such holder or any such affiliates, would beneficially own more than 9.99% of the total number of Common Shares then issued and outstanding immediately after giving effect to such exercise. Consequently, 3i is the beneficial owner of 678,046 Common Shares (the “ Shares ”). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Ownership of More than Five Percent on Behalf of Another

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. CUSIP No. 501506604 13G Page 7 of 9 Pages

Identification and Classification of the Subsidiary Which

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. See Exhibit 1 filed herewith.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. By signing below each of the Reporting Persons certify that, to the best of each of their 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. CUSIP No. 501506604 13G Page 8 of 9 Pages 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. Date: April 9, 2024 3i, LP By: 3i Management LLC, its General Partner By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager 3i Management LLC By: /s/ Maier J. Tarlow Name: Maier J. Tarlow Title: Manager /s/ Maier J. Tarlow Maier J. Tarlow CUSIP No. 501506604 13G Page 9 of 9 Pages EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so e

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