Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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XYLO TECHNOLOGIES LTD (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
58471G508 (CUSIP Number) |
L.I.A. Pure Capital Ltd. 20 Raoul Wallenberg Street, Tel Aviv, L3, 6971916 972-3-7175777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (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. | 58471G508 |
| 1 |
Name of reporting person
L.I.A. Pure Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,900,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes 2,900,000 ordinary shares underlying 72,500 ADSs held by L.I.A Pure Capital Ltd. (2) Based on 51,241,661 ordinary shares outstanding as of April 17, 2025 (based on the Issuer's Notice and Proxy Statement in connection with the special general meetings, furnished to the Securities and Exchange Commission on April 21, 2025).
SCHEDULE 13D
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| CUSIP No. | 58471G508 |
| 1 |
Name of reporting person
Kfir Silberman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,900,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 2,900,000 ordinary shares underlying 72,500 ADSs held by L.I.A Pure Capital Ltd. (2) Based on 51,241,661 ordinary shares outstanding as of April 17, 2025 (based on the Issuer's Notice and Proxy Statement in connection with the special general meetings, furnished to the Securities and Exchange Commission on April 21, 2025).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
XYLO TECHNOLOGIES LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
10 HANECHOSHET STREET, Tel Aviv,
ISRAEL
, 6971072. | |
Item 1 Comment:
The undersigned, L.I.A Pure Capital Ltd., a private company organized under the laws of the State of Israel, company no. 514408715 ("Pure Capital"), and Kfir Silberman, an Israeli citizen and Pure Capital's chief executive officer, sole director, and sole shareholder, (collectively, the "Reporting Persons"), hereby file this Amendment No. 3 to Schedule 13D (the "Schedule 13D" or "Schedule"), previously filed on February 18, 2025 and amended on April 17, 2025 and on April 22, 2025, with respect to the ordinary shares, no par value ("Ordinary Share"), underlying American Depositary Shares ("ADSs") of Xylo Technologies Ltd., a company organized under the laws of Israel, with registered offices located at 10 Hanechoshet St., 4th Floor, Tel-Aviv 6971072, Israel (the "Issuer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented and amended by adding the following: On May 27, 2025, the Issuer furnished to the Securities and Exchange Commission a report of Foreign Private Issuer on Form 6-K (the "Report"), reporting that that shareholders of the Issuer approved the scheme of arrangement pursuant to Section 350 of the Israeli Companies Law, 5759-1999 (the "Arrangement" and the "Companies Law", respectively) in accordance with the proposal that was brought before the first and second special general meetings of shareholders, held on May 27, 2025, at 8:00 a.m. and 8:30 a.m. (Eastern time) (the "Meetings"). In the Report, the Issuer noted that although the Arrangement has been approved at the Meetings, it remains subject to approval by the Tel Aviv District Court (Economic Division) (the "Court") and it cannot guarantee whether the Court will approve the Arrangement. The Issuer further noted that the consummation of the Arrangement is expected to occur only after the Court's approval has been obtained. | ||
| 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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