UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Skyward Specialty Insurance Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
830940102
(CUSIP Number)
December 31, 2023
(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) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| CUSIP No. 830940102 | SCHEDULE 13G | Page 1 of 5 |
| 1 | NAME OF REPORTING PERSON
The Westaim Corporation |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
6,979,639 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
6,979,639 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,979,639 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.46%* |
| 12 | TYPE OF REPORTING PERSON
CO |
| * | Percentage ownership is based upon 39,967,328 shares of common stock of the Issuer outstanding as of January 31, 2024. |
| CUSIP No. 830940102 | SCHEDULE 13G | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON
Westaim HIIG GP Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
6,979,639 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
6,979,639 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,979,639 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.46%* |
| 12 | TYPE OF REPORTING PERSON
CO |
| * | Percentage ownership is based upon 39,967,328 shares of common stock of the Issuer outstanding as of January 31, 2024. |
| CUSIP No. 830940102 | SCHEDULE 13G | Page 3 of 5 |
Item 1(a). Name of Issuer
Skyward Specialty Insurance Group, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices
800 Gessner, Suite 600, Houston, TX 77024
Item 2(a). Name of Person Filing
The Westaim Corporation and Westaim HIIG GP Inc. (collectively, the “Reporting Persons”)
Item 2(b). Address of Principal Business Office or, if None, Residence
The head office for The Westaim Corporation is 70 York Street, Suite 1700, Toronto, Ontario M5J IS9 Canada. The registered office for Westaim HIIG GP Inc. is 70 York Street, Suite 1700, Toronto, Ontario M5J IS9 Canada.
Item 2(c). Citizenship
The Westaim Corporation is a corporation formed in Alberta, Canada. Westaim HIIG GP Inc. is a corporation formed in Ontario, Canada.
Item 2(d). Title of Class of Securities
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number
830940102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4. Ownership
With respect to the beneficial ownership of the Reporting Persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference. The Westaim Corporation owns 100% of Westaim HIIG GP Inc. As such, each of The Westaim Corporation and Westaim HIIG GP Inc. may be deemed to have beneficial ownership of the securities directly held by Westaim HIIG GP Inc.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five 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.
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.
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.
| CUSIP No. 830940102 | SCHEDULE 13G | Page 4 of 5 |
SIGNATURES
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.
Dated: February 8, 2024
| the WESTAIM CORPoration | |
| /s/ Rob Kittel | |
Rob Kittel Chief Operating Officer |
| WESTAIM HIIG GP INC. | |
| /s/ Glenn MacNeil | |
Glenn MacNeil Chief Financial Officer |
| CUSIP No. 830940102 | SCHEDULE 13G | Page 5 of 5 |
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement, dated as of February 8, 2024, by and among the Reporting Persons |
EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This agreement may be executed in one or more counterparts.
Date: February 8, 2024
| THE WESTAIM CORPORATION | |||
| By: | /s/ Rob Kittel | ||
| Name: | Rob Kittel | ||
| Title: | Chief Operating Officer | ||
| WESTAIM HIIG GP INC. | |||
| By: | /s/ Glenn MacNeil | ||
| Name: | Glenn MacNeil | ||
| Title: | Chief Financial Officer | ||