L1 Capital (ASNS) discloses 5.8% Actelis Networks stake via 500,000 warrants

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended ownership report for Actelis Networks Inc., showing beneficial ownership linked to 500,000 warrants to purchase common stock. These securities are subject to a 4.99% beneficial ownership limitation, which caps how much of the company can be owned through exercise.

The filing reports that this position represents 5.8% of Actelis’s common stock, based on 8,058,392 shares outstanding as of December 31, 2025, as cited from the company’s definitive proxy statement. L1 Capital has sole voting and dispositive power over the warrants, while its directors David Feldman and Joel Arber disclaim beneficial ownership beyond any pecuniary interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Actelis Networks Inc

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00503R508

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 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)

5.8 %

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 refers to a Schedule 13G filed with the Securities and Exchange Commission on December 22, 2025 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, which is subject to a 4.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 8,058,392 shares of Common Stock outstanding as of December 31, 2025, based on the Issuer's Definitive Proxy Statement filed under Rule 424(b)(5) filed with the Securities and Exchange Commission on January 7, 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 its 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: 5.8%
(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.
	Not Applicable
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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	02/17/2026

FAQ

What ownership in ASNS does L1 Capital report in this Schedule 13G/A?

L1 Capital reports beneficial ownership tied to 500,000 warrants to purchase Actelis Networks (ASNS) common stock. This position is calculated as representing 5.8% of the outstanding common shares, using 8,058,392 shares outstanding as of December 31, 2025.

Are L1 Capital’s ASNS securities common shares or warrants?

The position consists of 500,000 warrants to purchase Actelis Networks common stock. The filing clarifies that amounts shown for voting and dispositive power represent 500,000 warrants, not currently issued common shares, and these are subject to a 4.99% beneficial ownership limitation.

What percentage of Actelis Networks (ASNS) does L1 Capital beneficially own?

L1 Capital reports beneficial ownership of 5.8% of Actelis Networks. This percentage is based on 8,058,392 common shares outstanding as of December 31, 2025, as referenced from the company’s definitive proxy statement filed in early January 2026.

What is the beneficial ownership limitation on L1 Capital’s ASNS warrants?

The warrants are subject to a 4.99% beneficial ownership limitation. This cap restricts exercises that would push L1 Capital’s beneficial ownership above 4.99% at any time, even though the reported position is calculated at 5.8% of the class for disclosure purposes.

Who controls voting and dispositive power over the ASNS warrants reported?

L1 Capital has sole voting and sole dispositive power over 500,000 warrants. The filing notes zero shared voting or dispositive power. Its directors David Feldman and Joel Arber may be deemed beneficial owners but disclaim ownership beyond their pecuniary interest in the securities.

When were the ASNS securities referenced in this amendment originally purchased?

The amendment refers to 500,000 shares purchased on December 19, 2025, covered by a prior filing on December 22, 2025. The current document clarifies that the reported position relates to 500,000 warrants to purchase Actelis Networks common stock.