[SCHEDULE 13D/A] Nano Dimension Ltd. American SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 5 discloses that a group of related entities and individuals led by Anson Funds Management LP now beneficially owns 16,361,433 ordinary shares of Nano Dimension Ltd. ("NNDM"), represented by the same number of American Depositary Shares (ADSs). This stake represents 7.5 % of the company’s 217,283,476 shares outstanding as reported on 30 April 2025.

The reporting group comprises Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and principals Tony Moore, Amin Nathoo and Moez Kassam. The investors state that approximately US $25.36 million of fund working capital was used to accumulate the position.

Derivative exposure. Item 6 reveals that the funds have entered into cash-settled swap agreements providing short economic exposure to 4,247,231 ADSs, equivalent to a notional 1.95 % of outstanding shares. These swaps confer no voting or dispositive power over the referenced shares.

Voting & dispositive power. The group reports zero sole voting/dispositive power and shared voting and dispositive power over all 16.36 million shares, indicating coordinated control.

• Date triggering filing: 26 Jun 2025
  
• Filing date / signatures: 03 Jul 2025
  
• Filing purpose: Restates Items 3 and 5, supplements Item 6 of the original Schedule 13D filed 10 Mar 2023.

This amendment mainly updates ownership totals, funding source, and disclosure of new short derivative positions. No other contracts or arrangements with respect to NNDM securities are reported.

Insights

Securities Analyst

TL;DR Anson group confirms 7.5 % long stake in NNDM while adding 1.95 % short swaps, signalling mixed positioning but material ownership.

The filing is moderately impactful because it confirms a sizeable 7.5 % ownership that can influence shareholder votes. At ~16.4 million ADSs, Anson remains one of NNDM’s larger shareholders, having deployed US $25.4 million of working capital. However, disclosure of cash-settled swaps that create short economic exposure to 4.25 million ADSs introduces a partial hedge or directional bet that tempers a purely bullish interpretation. Investors should note Anson’s shared (not sole) voting/dispositive power, underscoring coordinated decision-making among the entities and principals. No change in control is implied, but future activist activity cannot be ruled in or out. Overall, the document updates ownership data without altering the fundamental share count or signalling immediate corporate action.

Corporate Governance Expert

TL;DR 7.5 % stake grants Anson meaningful influence; disclosure of short swaps adds complexity to governance incentives.

Holding more than 5 % places the Anson entities squarely within the threshold for significant shareholder status under U.S. and Israeli corporate frameworks. With shared voting power over all 16.36 million shares, the group can materially affect ordinary resolutions and any contested matters, especially given NNDM’s dispersed shareholder base. The newly reported swaps, though non-voting, create a short economic interest; this may mitigate incentives to press for value-enhancing strategies, or simply serve as risk management. Governance-minded investors should monitor upcoming proxy seasons to see whether Anson files further amendments, proposes director slates, or collaborates with other holders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares, NIS 5.00 par value

(Title of Class of Securities)

63008G203

(CUSIP Number)

Tony Moore
Anson Funds Management LP, 16000 Dallas Parkway, Suite 800
Dallas, TX, 75248
214-866-0202

Ele Klein & Adriana Schwartz
Schulte Roth & Zabel LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 63008G203

1

Name of reporting person

Anson Funds Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,361,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,361,433.00

11

Aggregate amount beneficially owned by each reporting person

16,361,433.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

The 16,361,433 ordinary shares reported herein are represented by 16,361,433 ADSs.

SCHEDULE 13D

CUSIP No. 63008G203

1

Name of reporting person

Anson Management GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,361,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,361,433.00

11

Aggregate amount beneficially owned by each reporting person

16,361,433.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

The 16,361,433 ordinary shares reported herein are represented by 16,361,433 ADSs.

SCHEDULE 13D

CUSIP No. 63008G203

1

Name of reporting person

Tony Moore

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,361,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,361,433.00

11

Aggregate amount beneficially owned by each reporting person

16,361,433.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The 16,361,433 ordinary shares reported herein are represented by 16,361,433 ADSs.

SCHEDULE 13D

CUSIP No. 63008G203

1

Name of reporting person

Anson Advisors Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,361,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,361,433.00

11

Aggregate amount beneficially owned by each reporting person

16,361,433.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The 16,361,433 ordinary shares reported herein are represented by 16,361,433 ADSs.

SCHEDULE 13D

CUSIP No. 63008G203

1

Name of reporting person

Amin Nathoo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,361,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,361,433.00

11

Aggregate amount beneficially owned by each reporting person

16,361,433.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The 16,361,433 ordinary shares reported herein are represented by 16,361,433 ADSs.

SCHEDULE 13D

CUSIP No. 63008G203

1

Name of reporting person

Moez Kassam

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,361,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,361,433.00

11

Aggregate amount beneficially owned by each reporting person

16,361,433.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The 16,361,433 ordinary shares reported herein are represented by 16,361,433 ADSs.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, NIS 5.00 par value
(b)	Name of Issuer: Nano Dimension Ltd.
(c)	Address of Issuer's Principal Executive Offices: 2 ILAN RAMON, NESS ZIONA, ISRAEL , 7403635.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on March 10, 2023 (as amended from time to time, the "Schedule 13D"). This Amendment No. 5 amends and restates Items 3, 5(a)-(c) and supplements Item 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The ADSs representing Ordinary Shares reported herein as being beneficially owned by the Reporting Persons was purchased using working capital of the Funds. An aggregate of approximately $25,364,326 (excluding brokerage commissions) was used to purchase the ADSs representing Ordinary Shares reported as beneficially owned by the Reporting Persons in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon the 217,283,476 shares outstanding as of April 30, 2025, as reported in Issuer's Report of Foreign Private Issuer on Form 20-F filed with the Securities and Exchange Commission on May 12, 2025.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions by the Reporting Persons in the ADSs of the Issuer during the past sixty (60) days are set forth in Schedule A. All such transactions were carried out in open market transactions.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Funds have entered into notional principal amount derivative agreements in the form of cash settled swaps (the "Derivative Agreements") representing short economic exposure to an aggregate of 4,247,231 ADS of the Issuer (representing 1.95% of the outstanding Ordinary Shares of the Issuer). The Derivative Agreements provide the Funds with economic results that are comparable to a short position and do not provide them or the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Ordinary Shares represented by ADS that are referenced in the Derivative Agreements.

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.

Anson Funds Management LP

Signature:	/s/ Tony Moore
Name/Title:	By: Anson Management GP LLC, General Partner, By: Tony Moore, Manager
Date:	07/03/2025

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	07/03/2025

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Individually
Date:	07/03/2025

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo and Moez Kassam
Name/Title:	Amin Nathoo and Moez Kassam, Directors
Date:	07/03/2025

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Individually
Date:	07/03/2025

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Individually
Date:	07/03/2025

FAQ

How much of Nano Dimension (NNDM) does Anson Funds currently own?

The group beneficially owns 16,361,433 ordinary shares, equal to 7.5 % of NNDM’s outstanding shares.

What was the cost basis for Anson Funds’ NNDM stake?

Approximately US $25.36 million (excluding commissions) of working capital was used to purchase the ADSs.

Does Anson hold any derivative positions in NNDM?

Yes. The funds have cash-settled swaps giving short economic exposure to 4,247,231 ADSs (about 1.95 % of shares).

When was the triggering event for this Schedule 13D/A filing?

The event date is 26 June 2025; the amendment was signed and filed on 03 July 2025.

What voting power does Anson possess in Nano Dimension?

Anson reports shared voting and dispositive power over all 16.36 million shares, with no sole voting power.