HMELF terminates Synthetic Darwin acquisition talks; no claims

Rhea-AI Filing Summary

Hold Me Ltd. reported that it will not proceed with a proposed acquisition of Synthetic Darwin LLC. The company had announced a binding letter of intent on July 24, 2025, but the parties mutually determined to terminate discussions.

The filing states there are no claims or unresolved disputes between the parties following the termination.

Insights

Cross-border M&A analyst

Mutual deal termination; no claims disclosed.

Hold Me Ltd. disclosed that talks to acquire Synthetic Darwin LLC under a binding letter of intent dated July 24, 2025 have ended by mutual decision. No consideration changed hands is indicated, and this removes immediate integration and execution steps tied to the contemplated transaction.

The company states both parties have no claims or unresolved disputes, which limits post-termination liabilities. Without deal terms or synergies quantified, financial impact appears limited based on the excerpt; subsequent disclosures may clarify any strategic redirection.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November 2025

Commission file number: 333-255462

HOLD ME LTD.

(Translation of registrant’s name into English)

30 Golomb Street
Ness Ziyona, Israel 7401337

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

CONTENTS

Hold Me Ltd. (the “Company”) issued a press release on July 24, 2025 regarding the execution of a binding letter of intent to acquire Synthetic Darwin LLC, a U.S. based artificial intelligence company. The parties mutually determined not to proceed with the proposed transaction. Neither the Company nor the proposed target have any claims or unresolved disputes between them as a result of such termination.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 6, 2025	HOLD ME LTD.
	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

What did HMELF disclose in its Form 6-K?

Hold Me Ltd. said it will not proceed with its proposed acquisition of Synthetic Darwin LLC after a mutual decision to terminate discussions.

Was there a binding agreement related to HMELF’s planned deal?

Yes. The company referenced a binding letter of intent announced on July 24, 2025.

Are there any claims or disputes after the deal termination for HMELF?

The company stated there are no claims or unresolved disputes between the parties.

Who was Hold Me Ltd.’s proposed target?

Synthetic Darwin LLC, a U.S.-based artificial intelligence company.

Does the filing include financial terms of the proposed transaction?

No financial terms were included in the excerpt; the update focuses on the mutual decision not to proceed.