Amendment: SEC Form SCHEDULE 13D/A filed by Quanex Building Products Corporation
$NX
Metal Fabrications
Industrials
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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.


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
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CUSIP No. | 747619104 |
1 |
Name of reporting person
Teleios Capital Partners GmbH | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC 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)
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6 | Citizenship or place of organization
SWITZERLAND
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
4,621,879.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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CUSIP No. | 747619104 |
1 |
Name of reporting person
Teleios Global Opportunities Master Fund, Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC 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)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
4,621,879.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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CUSIP No. | 747619104 |
1 |
Name of reporting person
Igor Kuzniar | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC 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)
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6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
4,621,879.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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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.
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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. |