SCHEDULE 13G: L1 Capital Global Opportunities Master Fund Discloses 9.99% Stake in Femto Technologies Inc.

L1 Capital Global Opportunities Master Fund, Ltd. has reported a 9.99% beneficial ownership stake in Femto Technologies Inc., comprising common shares and pre-funded warrants.

Summary

• L1 Capital Global Opportunities Master Fund, Ltd. has filed a Schedule 13G, indicating beneficial ownership in Femto Technologies Inc.
• The fund beneficially owns 291,716 shares, representing 9.99% of Femto Technologies Inc.'s Common Stock.
• This ownership includes 279,616 shares of Common Stock and 12,100 Pre-Funded Warrants to purchase Common Stock.
• The calculation of the 9.99% stake is based on 2,920,067 Common Stock outstanding immediately after an offering, as communicated by the broker on February 26, 2025.
• The filing explicitly states that the securities were not acquired for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 240.14a-11.

Sentiment

Score: 7

Explanation: The filing of a Schedule 13G by a global opportunities fund, indicating a significant passive stake, is generally a positive signal as it suggests an institutional investor sees value in the company. The explicit statement of not seeking control further reinforces a positive, long-term investment perspective.

Positives

• A significant institutional investor, L1 Capital Global Opportunities Master Fund, Ltd., has taken a substantial 9.99% stake in Femto Technologies Inc., indicating confidence in the company's prospects.
• The investment is passive, suggesting the fund believes in the company's current trajectory without seeking to influence or change control.

Risks

• The beneficial ownership limitation of 9.99% on Pre-Funded Warrants and 4.99% on Series A and Series B Warrants means a significant portion of the fund's potential equity exposure (187,900 Pre-Funded Warrants, 479,616 Series A Warrants, and 886,245 Series B Warrants) is not currently counted towards the 9.99% beneficial ownership, which could impact future voting power or influence if these limitations are lifted or exercised.

Future Outlook

This document does not provide forward-looking statements or guidance from Femto Technologies Inc. It is a disclosure by an investor regarding their beneficial ownership.

Management Comments

• "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."

Industry Context

This filing indicates a significant passive investment by an institutional fund in Femto Technologies Inc., a company whose name suggests a focus on advanced technology. Such investments are common in the tech sector, where growth potential often attracts long-term capital. The 9.99% stake is strategically just below the 10% threshold that would trigger more stringent reporting requirements (Schedule 13D), suggesting a deliberate passive investment position.

Comparison to Industry Standards

• A 9.99% passive stake by an institutional investor like L1 Capital Global Opportunities Master Fund is a substantial position, often viewed as a vote of confidence in a company's long-term prospects within the investment community.
• Compared to activist investors who typically file Schedule 13D and seek to influence management or strategy, L1 Capital's 13G filing indicates a non-activist, passive investment approach, aligning with typical fund strategies focused on capital appreciation rather than corporate control.
• The beneficial ownership limitations on warrants (9.99% for pre-funded, 4.99% for Series A and B) are standard mechanisms used by investors to avoid triggering certain regulatory thresholds or to manage their equity exposure.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor taking a passive stake could be viewed positively, potentially increasing investor confidence and liquidity in Femto Technologies Inc.'s stock.

Next Steps

• Femto Technologies Inc. will continue its operations.
• L1 Capital Global Opportunities Master Fund, Ltd. will continue to hold its passive investment.
• Future filings (e.g., Schedule 13D if the stake becomes active or exceeds 20%, or subsequent 13G amendments) would be required if the ownership percentage or intent changes.

Key Dates

Recommendation

Keywords

Femto Technologies Inc., L1 Capital Global Opportunities Master Fund, Schedule 13G, Beneficial Ownership, Common Shares, Pre-Funded Warrants, Institutional Investment, SEC Filing, Equity Stake