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    Amendment: SEC Form SCHEDULE 13D/A filed by Quanex Building Products Corporation

    6/18/25 10:27:03 AM ET
    $NX
    Metal Fabrications
    Industrials
    Get the next $NX alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    Quanex Building Products Corporation

    (Name of Issuer)


    Common Stock, par value $0.01 per share

    (Title of Class of Securities)


    747619104

    (CUSIP Number)


    Teleios Capital Partners GmbH
    Baarerstrasse 12,
    Zug, V8, 6300
    41 41 506 56 59

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    06/18/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on 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).






    SCHEDULE 13D

    CUSIP No.
    747619104


    1 Name of reporting person

    Teleios Capital Partners GmbH
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    SWITZERLAND
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,621,879.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,621,879.00
    11Aggregate amount beneficially owned by each reporting person

    4,621,879.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.1 %
    14Type of Reporting Person (See Instructions)

    IA, OO



    SCHEDULE 13D

    CUSIP No.
    747619104


    1 Name of reporting person

    Teleios Global Opportunities Master Fund, Ltd.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    CAYMAN ISLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,621,879.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,621,879.00
    11Aggregate amount beneficially owned by each reporting person

    4,621,879.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.1 %
    14Type of Reporting Person (See Instructions)

    CO



    SCHEDULE 13D

    CUSIP No.
    747619104


    1 Name of reporting person

    Igor Kuzniar
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    SWITZERLAND
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,621,879.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,621,879.00
    11Aggregate amount beneficially owned by each reporting person

    4,621,879.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.1 %
    14Type of Reporting Person (See Instructions)

    IN, HC



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $0.01 per share
    (b)Name of Issuer:

    Quanex Building Products Corporation
    (c)Address of Issuer's Principal Executive Offices:

    945 Bunker Hill Rd, Suite 900, Houston, TEXAS , 77024.
    Item 2.Identity and Background
    (a)
    (a), (f) The persons filing this statement are Teleios Capital Partners GmbH, a Swiss limited liability company ("Teleios"), Teleios Global Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the "Master Fund"), Igor Kuzniar, a Swiss citizen ("Mr. Kuzniar" and collectively with Teleios and the Master Fund, the "Reporting Persons").
    (b)
    The principal business address of Teleios and Mr. Kuzniar is Baarerstrasse 12, 6300 Zug, Switzerland. The principal business address of the Master Fund is c/o BNP Paribas Bank & Trust Cayman Limited, 3rd Floor, Buckingham Square, 720 West Bay Road, PO Box 2003, George Town, Grand Cayman KY1-1104, Cayman Islands.
    (c)
    Teleios serves as the investment manager of certain private investment funds and managed accounts, including the Master Fund. The principal business of the Master Fund is purchasing, holding and selling securities for investment purposes. Mr. Kuzniar is the Managing Member of Teleios.
    (d)
    None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
    Item 3.Source and Amount of Funds or Other Consideration
     
    The funds for the purchase of the 4,621,879 Shares beneficially owned by Teleios came from the working capital of the Master Fund, of which Teleios serves as investment manager. The net investment costs (including commissions, if any) of the Shares beneficially owned by Teleios is approximately $103,111,996. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 4,621,879 Shares beneficially owned by the Master Fund came from the working capital of the Master Fund. The net investment costs (including commissions, if any) of the Shares beneficially owned by Teleios is approximately $103,111,996. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 4,621,879 Shares indirectly beneficially owned by Mr. Kuzniar came from the working capital of the Master Fund, of which Teleios serves as investment manager. The net investment costs (including commissions, if any) of the Shares indirectly beneficially owned by Mr. Kuzniar is approximately $103,111,996. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
    Item 4.Purpose of Transaction
     
    The Reporting Persons have entered into a dialogue with the Issuer's management and will seek to increase shareholder value by entering into future dialogue with the Issuer's management regarding, amongst other topics, capital allocation, strategy, and governance. Further, the Reporting Persons have a board observer seat on the board of the Issuer per the Board Observer Agreement attached hereto as Exhibit B. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
    Item 5.Interest in Securities of the Issuer
    (a)
    (a) - (d) The Reporting Persons acquired the Shares in connection with an acquisition by the Issuer of Tyman plc ("Tyman"), a company incorporated in England and Wales (the "Acquisition"). The Acquisition is further described in the Issuer's 8-K filed on August 1, 2024. As a result of the Acquisition, the Reporting Persons received voting securities of the Issuer in exchange for the Tyman shares it held. As a result of the "backside" acquisition, the Issuer filed a completed Notification and Report Form for Certain Mergers and Acquisitions with the U.S. antitrust authorities on May 10, 2024, per the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of the date hereof, Teleios may be deemed to be the beneficial owner of 4,621,879 Shares, constituting 10.1% of the Shares, based upon 47,252,070 Shares outstanding as of the date hereof. Teleios has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,621,879 Shares. Teleios has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,621,879 Shares. As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 4,621,879 Shares, constituting 10.1% of the Shares, based upon 47,252,070 Shares outstanding as of the date hereof. The Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,621,879 Shares. The Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,621,879 Shares. As of the date hereof, Mr. Kuzniar may be deemed to be the beneficial owner of 4,621,879 Shares, constituting 10.1% of the Shares, based upon 47,252,070 Shares outstanding as of the date hereof. Mr. Kuzniar has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,621,879 Shares. Mr. Kuzniar has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,621,879 Shares. Firass Abi-Nassif and Adam Epstein have been removed as Reporting Persons to reflect the fact that Mr. Kuzniar is the managing member and controlling shareholder of Teleios.
    (e)
    N/A
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Exhibit B: Board Observer Agreement
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit A: Joint Filing Agreement

        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.

     
    Teleios Capital Partners GmbH
     
    Signature:/s/ Igor Kuzniar*
    Name/Title:Igor Kuzniar / Managing Officer
    Date:06/18/2025
     
    Teleios Global Opportunities Master Fund, Ltd.
     
    Signature:/s/ Carl Speck*
    Name/Title:Carl Speck / Director
    Date:06/18/2025
     
    Igor Kuzniar
     
    Signature:/s/ Igor Kuzniar*
    Name/Title:Igor Kuzniar
    Date:06/18/2025
    Comments accompanying signature:
    * The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
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