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    SEC Form SCHEDULE 13G filed by Cemtrex Inc.

    5/30/25 4:45:54 PM ET
    $CETX
    Electrical Products
    Technology
    Get the next $CETX alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    CEMTREX INC

    (Name of Issuer)


    Common Stock, $0.001 par value

    (Title of Class of Securities)


    15130G881

    (CUSIP Number)


    05/28/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    BIGGER CAPITAL FUND L P
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    150,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    150,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    150,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.94 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    Bigger Capital Fund GP, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    150,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    150,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    150,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.94 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    District 2 Capital Fund LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    150,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    150,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    150,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.94 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    District 2 Capital LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    150,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    150,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    150,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.94 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    District 2 GP LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    150,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    150,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    150,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.94 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    District 2 Holdings LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    150,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    150,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    150,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.94 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    15130G881


    1Names of Reporting Persons

    Bigger Michael
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    300,000.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    300,000.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    300,000.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.89 %
    12Type of Reporting Person (See Instructions)

    IN


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    CEMTREX INC
    (b)Address of issuer's principal executive offices:

    135 Fell Court, Hauppauge, NY 11788
    Item 2. 
    (a)Name of person filing:

    Bigger Capital Fund, LP ("Bigger Capital") Bigger Capital Fund GP, LLC ("Bigger GP") District 2 Capital Fund LP ("District 2 CF") District 2 Capital LP ("District 2") District 2 GP LLC ("District 2 GP") District 2 Holdings LLC ("District 2 Holdings") Michael Bigger Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
    (b)Address or principal business office or, if none, residence:

    Bigger Capital Fund, LP 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund GP, LLC 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 District 2 Capital Fund LP 175 W. Carver Street Huntington, NY 11743 District 2 Capital LP 175 W. Carver Street Huntington, NY 11743 District 2 GP LLC 175 W. Carver Street Huntington, NY 11743 District 2 Holdings LLC 175 W. Carver Street Huntington, NY 11743 Michael Bigger 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135
    (c)Citizenship:

    Bigger Capital Fund, LP Delaware Bigger Capital Fund GP, LLC Delaware District 2 Capital Fund LP Delaware District 2 Capital LP Delaware District 2 GP LLC Delaware District 2 Holdings LLC Delaware Michael Bigger USA
    (d)Title of class of securities:

    Common Stock, $0.001 par value
    (e)CUSIP No.:

    15130G881
    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)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   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)Checkbox not checked   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)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    As of May 28, 2025, Bigger Capital beneficially owned 150,000 shares of Common Stock. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein. Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the Issuer's securities described herein. As of May 28, 2025, District 2 CF beneficially owned 150,000 shares of Common Stock. District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 150,000 shares of Common Stock beneficially owned by Bigger Capital, and (ii) 150,000 shares of Common Stock, beneficially owned by District 2 CF. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. Prior to market open on May 29, 2025, the Reporting Persons sold the Common Stock.
    (b)Percent of class:

    The following percentages are based on 3,034,581 shares of Common Stock outstanding immediately after the offering based upon the Issuer's Prospectus Supplement filed under Rule 424(b)(5) with the Securities and Exchange Commission on May 29, 2025. As of the close of business on May 28, 2025, each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.94% of the outstanding shares of Common Stock. Subsequent to May 28, 2025, each of Bigger Capital and Bigger GP had no beneficial ownership due to the sale of 150,000 shares of Common Stock. As of the close of business on May 28, 2025, each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own approximately 4.94% of the outstanding shares of Common Stock. Subsequent to May 28, 2025, each of District 2 CF, District 2, District 2 GP and District Holdings had no beneficial ownership due to the sale of 150,000 shares of Common Stock. As of the close of business on May 28, 2025, Mr. Bigger may be deemed to beneficially own approximately 9.89% of the outstanding shares of Common Stock. Subsequent to May 28, 2025, Mr. Bigger had no beneficial ownership due to the sale of 300,000 shares of Common Stock. Regarding Item 5 below, subsequent to May 28, 2025, the Reporting Persons sold all of their Common Stock and accordingly, the Reporting Persons as of May 29, 2025, are not the beneficial owners of at least 5.00% of theIssuer's Common Stock.
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    See Cover Pages Items 5-9.

     (ii) Shared power to vote or to direct the vote:

    See Cover Pages Items 5-9.

     (iii) Sole power to dispose or to direct the disposition of:

    See Cover Pages Items 5-9.

     (iv) Shared power to dispose or to direct the disposition of:

    See Cover Pages Items 5-9.

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Checkbox checked    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.
     
    If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.


    See Exhibit 99.1.
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    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.

        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.

     
    BIGGER CAPITAL FUND L P
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
    Date:05/30/2025
     
    Bigger Capital Fund GP, LLC
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger, Managing Member
    Date:05/30/2025
     
    District 2 Capital Fund LP
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger, Managing Member of District 2 GP LLC, its general partner
    Date:05/30/2025
     
    District 2 Capital LP
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger, Managing Member
    Date:05/30/2025
     
    District 2 GP LLC
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger, Managing Member
    Date:05/30/2025
     
    District 2 Holdings LLC
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger, Managing Member
    Date:05/30/2025
     
    Bigger Michael
     
    Signature:/s/ Michael Bigger
    Name/Title:Michael Bigger
    Date:05/30/2025
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