|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 2)
|
Ivanhoe Electric Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
46578C108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 46578C108 |
| 1 | Names of Reporting Persons
Robert Martin Friedland | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,262,191.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Items 5, 7, and 9: Includes (i) 9,337,000 shares of common stock of the Issuer, (ii) 619,636 shares of common stock transferred on or about May 15, 2024 by the Reporting Person to Ivanhoe Capital Holdings PTE Ltd., a private company limited by shares in Singapore wholly owned by the Reporting Person, and (iii) 1,305,555 shares of common stock of the Issuer issuable upon exercise of vested options. Does not include shares of common stock of the Issuer that may be acquired by the Reporting Person pursuant to the terms of a promissory note issued by I-Pulse Inc. ("I-Pulse") described in note 2 below, or 609,615 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days.
Item 9: On March 30, 2022, I-Pulse issued a promissory note to the Reporting Person evidencing I-Pulse's obligation to repay a principal amount of $10 million with interest at a rate equal to 2% per annum. On December 31, 2023, this promissory note was amended to extend the maturity date and increase the interest rate to 7% beginning January 1, 2024. The Reporting Person is the founder, Chairman and CEO of I-Pulse. Under this promissory note, as amended, the Reporting Person has the right to elect to receive, as payment in kind for the principal and interest then outstanding under such note, shares of common stock of the Issuer currently owned by I-Pulse. The number of shares of common stock will be calculated at a price per share equal to $10.575. Upon the maturity of such promissory note, if the outstanding balance of principal and interest was not previously paid in kind, I-Pulse may elect to repay such amount either in cash or in kind by delivering shares of common stock at a per share price equal to $10.575.
Item 11: Based on the quotient obtained by dividing (a) the 11,262,191 shares of common stock of the Issuer beneficially owned by the Reporting Person as set forth in Row 9 by (b) the 120,456,232 outstanding shares of common stock of the Issuer as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 8, 2024 plus 1,305,555 shares of common stock of the Issuer issuable upon exercise of vested options. The number of shares beneficially owned by the Reporting Person as set forth in Row 9 is treated as converted into the shares only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Ivanhoe Electric Inc. | |
| (b) | Address of issuer's principal executive offices:
450 E. Rio Salado Parkway, Suite 130 Tempe, AZ, 85281 | |
| Item 2. | ||
| (a) | Name of person filing:
Robert Martin Friedland | |
| (b) | Address or principal business office or, if none, residence:
150 Beach Road, #25-03, The Gateway West, Singapore 189720 | |
| (c) | Citizenship:
United States/Canada | |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
46578C108 | |
| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See item 9 of the cover page. | |
| (b) | Percent of class:
See item 11 of the cover page. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See item 5 of the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See item 6 of the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See item 7 of the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See item 8 of the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|