[SCHEDULE 13G/A] Nova Ltd. SEC Filing

Rhea-AI Filing Summary

Phoenix Motor Inc. (PEV) filed a Form 8-K reporting the resignation of Chief Financial Officer Michael Yung, effective 2 Aug 2025. The company states Mr. Yung left for personal reasons and had no disagreements regarding the firm’s operations or accounting practices.

CEO Denton Peng will serve as interim principal financial and accounting officer while the Board undertakes an internal and external search for a permanent replacement. No additional financial results or business updates were included.

The filing also notes that trading of Phoenix Motor’s common stock was suspended on Nasdaq on 15 Apr 2025 and shares now quote on the OTC Pink under the symbol PEVMD.

Positive

• Board has committed to a formal search for an experienced CFO, signalling intent to restore financial leadership stability.

Negative

• CFO Michael Yung’s resignation removes the company’s top financial officer with immediate effect.
• CEO assuming interim CFO role concentrates key management duties, potentially stressing internal controls.

Insights

Corporate Governance Expert

TL;DR: Sudden CFO exit heightens governance risk; interim CEO dual-hat may worry investors.

The unexpected resignation of the CFO at a micro-cap EV maker already delisted from Nasdaq compounds oversight concerns. Even though the company claims no accounting disagreements, losing a key financial steward without an immediate successor can disrupt reporting processes and lender confidence. CEO Denton Peng’s assumption of CFO duties creates high key-person concentration and potential internal control strain until a qualified finance chief is hired.

Financial Analyst

TL;DR: Leadership gap is notable but no direct financial data provided; impact modest near term.

While management turnover is negative, the filing lacks earnings or liquidity metrics, limiting quantitative assessment. Investors will monitor how quickly the board secures an experienced CFO and whether the change affects audit timelines or capital-raising plans. Given shares already trade OTC, market reaction may be muted unless follow-up disclosures reveal operational fallout.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)

NOVA LTD.

(Name of Issuer)

Ordinary Shares, no par value per share

(Title of Class of Securities)

M7516K103

(CUSIP Number)

06/30/2025

(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. M7516K103

1

Names of Reporting Persons

Harel Insurance Investments & Financial Services 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,156,367.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,208,007.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,208,007.00

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)

7.5 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 29,400,092 Ordinary Shares issued and outstanding as of May 9, 2025 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on May 13, 2025).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NOVA LTD.
(b)	Address of issuer's principal executive offices: 5 David Fikes Street, Rehovot, Israel, 7610201
Item 2.
(a)	Name of person filing: Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence: 3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship: Israel
(d)	Title of class of securities: Ordinary Shares, no par value per share
(e)	CUSIP No.: M7516K103
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: Of the 2,208,007 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 2,095,768 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 51,640 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 60,599 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 60,599 Ordinary Shares covered by this Statement.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Harel Insurance Investments & Financial Services Ltd

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	08/05/2025

FAQ

Why did Phoenix Motor (PEV) CFO Michael Yung resign?

The Form 8-K states Mr. Yung resigned on 2 Aug 2025 for personal reasons with no disagreements on accounting or operations.

Who will handle Phoenix Motor’s financial duties after the resignation?

CEO Denton Peng will act as principal financial and accounting officer until a new CFO is appointed.

Did Phoenix Motor report any accounting issues related to the resignation?

The company specifically noted there were no disagreements regarding accounting policies or practices.

Where is Phoenix Motor’s stock currently traded?

After Nasdaq suspended trading on 15 Apr 2025, shares moved to the OTC Pink Limited Market under the symbol PEVMD.

What is the effective date of the CFO’s departure?

Michael Yung’s resignation became effective on 2 Aug 2025.