Actelis Networks Inc ownership update: L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 500,000 shares of Common Stock, representing 1.8% based on 26,725,763 shares outstanding as of March 18, 2026. The filing amends prior reports and notes the shares were purchased on December 19, 2025. The record states 500,000 warrants to purchase Common Stock are reflected in certain cover-page rows. Directors David Feldman and Joel Arber are named as directors of the reporting fund with a stated pecuniary-interest disclaimer.
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Insights
Large investor reports a 1.8% stake with related warrants.
The filing lists 500,000 shares held by L1 Capital Global Opportunities Master Fund, Ltd., representing 1.8% of the issuer's common stock using the issuer's stated outstanding share count as of March 18, 2026. The report is an amendment that references a December 19, 2025 purchase.
Cash-flow treatment and disposition plans are not stated; subsequent filings would show any sales or additional acquisitions. Institutional ownership at this scale is a disclosure event rather than a controlling-position change.
Amendment clarifies holdings and footnote disclaimers; compliance posture appears procedural.
The amendment updates a prior Schedule 13G/A and explains that certain cover-page rows include 500,000 warrants. It cites the issuer's Form 10-K share count to compute 1.8%.
The filing includes standard disclaimers about beneficial ownership and pecuniary interest by named directors. No enforcement actions, sales, or timing conditions are disclosed in this excerpt.
Key Figures
Shares beneficially owned:500,000 sharesWarrants reflected:500,000 warrantsPercent of class:1.8%+2 more
"This amendment No. 2 refers to a /A filed with the on February 17, 2026"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownregulatory
"Amount beneficially owned: 500,000"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interestlegal
"disclaim beneficial ownership of these securities except to the extent of each of their pecuniary interest therein"
What stake does L1 Capital report in Actelis Networks (ASNS)?
Direct answer: L1 Capital reports beneficial ownership of 500,000 shares, equaling 1.8%. Supporting context: The percentage is calculated using 26,725,763 shares outstanding as of March 18, 2026 per the issuer's Form 10-K.
Does the filing show any warrants or derivative exposure?
Direct answer: Yes; the filing states 500,000 warrants are reflected in certain cover-page rows. Supporting context: The amendment explains amounts in Rows (5), (7) and (9) represent the warrants to purchase common stock.
When were the reported shares acquired?
Direct answer: The shares covered were purchased on December 19, 2025. Supporting context: The amendment references a prior /A filed February 17, 2026 that covered the December 19, 2025 purchase of 500,000 shares.
Who signed the Schedule 13G/A amendment for L1 Capital?
Direct answer: The filing is signed by David Feldman, Director on behalf of the reporting fund. Supporting context: The form names David Feldman and Joel Arber as directors of the fund and includes a pecuniary-interest disclaimer for each.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Actelis Networks Inc
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00503R508
(CUSIP Number)
05/15/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00503R508
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
500,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
500,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
500,000.00
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)
1.8 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Actelis Networks Inc
(b)
Address of issuer's principal executive offices:
710 Lakeway Drive, Suite 200, Sunnyvale, CA 94805
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court,
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
00503R508
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:
500,000
This amendment No. 2 refers to a Schedule 13G/A filed with the Securities and Exchange Commission on February 17, 2026 (amendment No. 1) covering 500,000 shares of Common Stock purchased on December 19, 2025. The amounts in Row (5), (7) and (9) represent 500,000 Warrants to purchase shares of Common Stock. The percentage set forth on Row (11) of the cover page for the reporting person is based on 26,725,763 shares of Common Stock outstanding, based on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2026.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of each of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(b)
Percent of class:
1.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
500,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
500,000
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
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:
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.
