Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D previously filed by the undersigned on July 10, 2026 and amended by Amendment No. 1 on July 20, 2026 (as amended, the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged.
This Amendment No. 2 is being filed to report (i) the delivery by the Reporting Persons of an email to the Issuer on July 26, 2026 regarding the matters described in Item 4 of this Amendment No. 2, and (ii) certain acquisitions by Pure Capital of American Depositary Shares ("ADSs"), each representing one (1) Ordinary Share, since the filing of Amendment No. 1. |
| | Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:
On July 26, 2026, the Reporting Persons delivered an email to the Issuer in response to communications received from the Issuer regarding the Demand Letter previously disclosed in the Schedule 13D. In the email, the Reporting Persons reiterated their demand that the Issuer convene a special general meeting of shareholders, rejected certain settlement proposals discussed by the Issuer, reaffirmed their intention to pursue the matters described in the Demand Letter, and reserved all rights available to them under applicable law. The Reporting Persons also requested that the Issuer provide drafts of meeting and proxy materials relating to the requested special general meeting. A copy of such email is attached hereto as Exhibit 4 and is incorporated herein by reference. |
| (a) | Part (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information included herein is based on a total of at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of Ordinary Shares outstanding may be higher, and therefore the Reporting Person's actual percentage ownership may be lower than the percentage reported herein.
Pure Capital has the sole dispositive power over 1,752,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 13.64% of the outstanding share capital of the Issuer, and a shared voting power over 2,252,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 17.41% of the outstanding share capital of the Issuer.
Kfir Silberman does not directly own any ADSs or Ordinary Shares. Mr. Silberman, as the owner and controlling shareholder of Pure Capital, may be deemed a beneficial owner of any ADSs or Ordinary Shares beneficially owned by Pure Capital.
Pro Invest has the sole dispositive over 500,000 ADSs, representing approximately 3.77% of the outstanding share capital of the Issuer, and a shared voting power over 2,252,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 17.41% of the outstanding share capital of the Issuer.
Ron Yair Peled does not directly own any ADSs or Ordinary Shares. Ron Yair Peled is the owner and the Chief Executive Officer of Invest Pro. Mr. Yair Peled, as the owner and controlling shareholder of Invest Pro, may be deemed a beneficial owner of any ADSs or Ordinary Shares beneficially owned by Invest Pro.
Voting power with respect to the reported securities is shared pursuant to the terms of the oral voting agreement, as described in Item 6.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group. |
