[6-K] Maris-Tech Ltd. Warrants Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Radius Recycling, Inc. has filed Post-Effective Amendment No. 1 to four previously effective Form S-8 registration statements after its July 10 2025 merger with Toyota Tsusho America, Inc. (TAI). The filing formally terminates the Company’s ability to issue equity under two employee incentive plans and deregisters any unsold shares that had been registered for those plans.

• The merger, effected through TAI Merger Corporation, makes Radius Recycling a wholly owned subsidiary of TAI.
• The Company is no longer issuing securities under the Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan or the Radius Recycling, Inc. 2024 Omnibus Incentive Plan.
• Four registration statements are affected: Reg. Nos. 333-21895 (825,000 shares), 333-100511 (1,200,000 shares), 333-160996 (5,000,000 shares) and 333-276768 (3,000,000 shares), totaling 10.025 million Class A common shares.
• The amendment is filed pursuant to the undertaking in each registration statement to remove from registration any securities that remain unsold when the related offering terminates.
• Signature is provided by James Matthew Vaughn, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

The document contains no financial statements or earnings data; it is an administrative step confirming completion of the merger and elimination of future equity issuances under the referenced plans.

Insights

Securities Analyst

TL;DR – Administrative deregistration of ~10 M unissued shares post-merger; neutral market impact.

The filing simply removes unsold shares from four historic S-8 registrations because Radius Recycling is now a wholly owned subsidiary of Toyota Tsusho America. No new capital is being raised, and public float is already eliminated via the merger. Consequently, there is no earnings, cash-flow or valuation effect for former public shareholders, who have already received merger consideration. The amendment satisfies SEC undertakings and cleans up the Company’s registration ledger; it is routine and non-impactful for capital-market analysis.

Corporate Governance Expert

TL;DR – Filing fulfills governance obligation to close equity plans after change-of-control.

Post-closing integration requires formal termination of employee equity programs tied to the pre-merger public entity. By deregistering the remaining securities, Radius Recycling aligns with Rule 415 and removes potential overhang. The action also protects the acquirer from inadvertent issuer liabilities under the Securities Act. No governance red flags appear, and all required signatures are present, relying appropriately on Rule 478 to forego additional signatories.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form 6-K

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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of July 2025

Commission file number: 001-41260

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MARIS-TECH LTD. (Translation of registrant’s name into English)

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2 Yitzhak Modai Street
Rehovot, Israel 7608804 (Address of principal executive offices)

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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

Attached hereto and incorporated herein is Maris-Tech Ltd.’s (the “Registrant”) Notice of Meeting, Proxy Statement and Proxy Card for the Annual General Meeting of Shareholders to be held on Thursday, August 14, 2025 (the “Meeting”).

Only shareholders of record who hold ordinary shares, no par value, of the Registrant at the close of business on July 17, 2025, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.

This Report of Foreign Private Issuer on Form 6-K (the “Report”) is incorporated by reference into the Registrant’s Registration Statements on Form S-8 (Registration No. 333-262910 and 333-274826) and Registration Statement on Form F-3 (Registration No. 333-270330), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Notice of Meeting, Proxy Statement and Proxy Card for the Annual General Meeting of Shareholders to be held on August 14, 2025.

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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.

		Maris-Tech Ltd.
Date: July 10, 2025		By:		/s/ Nir Bussy
		Name:		Nir Bussy
		Title:		Chief Financial Officer

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FAQ

Why did Radius Recycling (RDUS) file a Post-Effective Amendment No. 1 to its Form S-8 registrations?

The amendment deregisters any unsold shares because the company was acquired by Toyota Tsusho America on July 10 2025 and will no longer issue stock under its incentive plans.

How many shares are being deregistered by Radius Recycling?

A total of 10,025,000 Class A common shares (825k + 1.2M + 5M + 3M) are removed from registration.

Which incentive plans are affected by the deregistration?

The 1993 Stock Incentive Plan and the 2024 Omnibus Incentive Plan are both terminated for future issuances.

What corporate action triggered the need to deregister these shares?

The merger with Toyota Tsusho America, Inc. made Radius Recycling a wholly owned subsidiary, ending public share issuances.

Who signed the Post-Effective Amendment on behalf of the company?

It was signed by James Matthew Vaughn, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

Does the filing contain any financial results or earnings information?

No. The document is purely administrative and does not include financial statements or earnings data.