Filing Details

Accession Number:
0001019056-23-000126
Form Type:
13G Filing
Publication Date:
2023-02-12 19:00:00
Filed By:
MAK Capital One
Company:
Dirtt Environmental Solutions Ltd
Filing Date:
2023-02-13
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
MAK Capital One 7,911,886 7,911,886 7,911,886 8.0%
Michael A. Kaufman 7,911,886 7,911,886 7,911,886 8.0%
MAK Capital Fund 7,911,886 7,911,886 7,911,886 8.0%
Filing
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No.   4)*

 

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

 

(Name of Issuer)

Common Stock, without par value

 

(Title of Class of Securities)

25490H106

 

(CUSIP Number)

December 31, 2022

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 25490H106
 
  1. Names of Reporting Persons
MAK Capital One L.L.C.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
       
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
  5. Number of Shares Beneficially Owned by Each Reporting Person With
     
    (a) Sole Voting Power:
       
    (b)

Shared Voting Power: 7,911,886 (comprised of (i) 6,051,671 shares of Common Stock, without par value (“Common Shares”) and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of 6% Convertible Subordinated Debentures (“Convertible Debentures”) which are convertible at an effective conversion price of $4.65 per Common Share).

       
    (c)

Sole Dispositive Power:

       
    (d)

Shared Dispositive Power: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
  6.

Aggregate Amount Beneficially Owned by Each Reporting Person: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
  7. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  8. Percent of Class Represented by Amount in Row (9)
8.0%
1
 
  9. Type of Reporting Person (See Instructions)
IA

 

 

1   The calculation is based upon 99,242,605 Common Shares as follows: (i) 97,382,390 Common Shares outstanding after giving effect to the Issuer’s private placement on November 30, 2022, as reported by certain private placement purchasers, as disclosed by their Schedule 13D amendment number 3 filed with the U.S. Securities and Exchange Commission on December 2, 2022 and (ii) 1,860,215 Common Shares issuable upon conversion of the Convertible Debentures held by the Reporting Persons.

Page 2 of 8
CUSIP No. 25490H106
 
  1. Names of Reporting Persons
Michael A. Kaufman
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
       
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States
     
  5. Number of Shares Beneficially Owned by Each Reporting Person With
     
    (a) Sole Voting Power
       
    (b)

Shared Voting Power: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

       
    (c)

Sole Dispositive Power

       
    (d)

Shared Dispositive Power: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
  6.

Aggregate Amount Beneficially Owned by Each Reporting Person: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
  7. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  8. Percent of Class Represented by Amount in Row (9)
8.0%
2
 
  9. Type of Reporting Person (See Instructions)
IN

 

 

2   The calculation is based upon 99,242,605 Common Shares as follows: (i) 97,382,390 Common Shares outstanding after giving effect to the Issuer’s private placement on November 30, 2022, as reported by certain private placement purchasers, as disclosed by their Schedule 13D amendment number 3 filed with the U.S. Securities and Exchange Commission on December 2, 2022 and (ii) 1,860,215 Common Shares issuable upon conversion of the Convertible Debentures held by the Reporting Persons.

Page 3 of 8
CUSIP No. 25490H106
 
  1. Names of Reporting Persons

MAK Capital Fund LP

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
       
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Bermuda
     
  5. Number of Shares Beneficially Owned by Each Reporting Person With
     
    (a) Sole Voting Power
       
    (b)

Shared Voting Power: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

       
    (c)

Sole Dispositive Power

       
    (d)

Shared Dispositive Power: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
  6.

Aggregate Amount Beneficially Owned by Each Reporting Person: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
  7. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  8. Percent of Class Represented by Amount in Row (9)
8.0%
3
 
  9. Type of Reporting Person (See Instructions)
PN

 

 

3   The calculation is based upon 99,242,605 Common Shares as follows: (i) 97,382,390 Common Shares outstanding after giving effect to the Issuer’s private placement on November 30, 2022, as reported by certain private placement purchasers, as disclosed by their Schedule 13D amendment number 3 filed with the U.S. Securities and Exchange Commission on December 2, 2022 and (ii) 1,860,215 Common Shares issuable upon conversion of the Convertible Debentures held by the Reporting Persons.

Page 4 of 8
Item 1.
 
  (a) Name of Issuer
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
  (b) Address of Issuer’s Principal Executive Offices
7303 30th Street S.E., Calgary, Alberta Canada T2C IN6
 
Item 2.
 
  (a)

Name of Person Filing
The names of the persons filing this statement on Schedule 13G are:

     i.     MAK Capital One L.L.C. (“MAK Capital”);

     ii.    Michael A. Kaufman (“Mr. Kaufman”)

     iii.   MAK Capital Fund LP (“MAK Fund” and collectively, with MAK Capital, Mr. Kaufman, the “Reporting Persons”).

  (b) Address of Principal Business Office or, if none, Residence
The principal business address of (i) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st Floor, New York, NY 10022; and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda.
  (c)

Citizenship
MAK Capital is a Delaware limited liability company.

Mr. Kaufman is a United States citizen.

MAK Fund is a Bermuda limited partnership.

  (d) Title of Class of Securities
Common Stock, without par value
  (e) CUSIP Number
25490H106
 
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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o 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) o A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
       
  (k) o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Page 5 of 8
Item 4. Ownership
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 

Amount beneficially owned:

7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

The Common Shares and Convertible Debentures are held by MAK Fund of which MAK Capital serves as investment manager and Mr. Kaufman is the managing member of MAK Capital.

  (a)

Percent of class:

8.0%

The calculation is based upon 99,242,605 Common Shares as follows: (i) 97,382,390 Common Shares outstanding after giving effect to the Issuer’s private placement on November 30, 2022, as reported by certain private placement purchasers, as disclosed by their Schedule 13D amendment number 3 filed with the U.S. Securities and Exchange Commission on December 2, 2022 and (ii) 1,860,215 Common Shares issuable upon conversion of the Convertible Debentures held by the Reporting Persons.

  (b)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote

Not applicable.

    (ii)

Shared power to vote or to direct the vote: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

    (iii)

Sole power to dispose or to direct the disposition of

Not applicable.

    (iv)

Shared power to dispose or to direct the disposition of: 7,911,886 (comprised of (i) 6,051,671 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

 
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   o.
 
Item 6. Ownership of More than Five 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
   
  Not applicable.
 
Item 9. Notice of Dissolution of Group
   
  Not applicable.
Page 6 of 8
Item 10. Certification
   

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.

Page 7 of 8

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.

 

Date: February 13, 2023

 

MAK CAPITAL ONE L.L.C.
 
By:  /s/ Michael A. Kaufman
 

Michael A. Kaufman,

Managing Member

 
 
  /s/ Michael A. Kaufman  
  MICHAEL A. KAUFMAN
 
MAK CAPITAL FUND LP
 
By: MAK GP LLC, general partner
 
By: /s/ Michael A. Kaufman  
  Michael A. Kaufman,
Managing Member
 

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
Page 8 of 8