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Xylo Technologies Ltd. appears on a Nasdaq Form 25 notification indicating removal of a class of its securities from listing and/or registration under Section 12(b) of the Exchange Act. The filing names the issuer, exchange, and the issuer's Israel address and phone number. The form text references the Nasdaq rule provisions for delisting and voluntary withdrawal but does not specify which rule was selected, include a signature, or provide a date, so the precise status and effective details of any removal are not stated.
Xylo Technologies Ltd. reports that its previously disclosed scheme of arrangement with L.I.A. Pure Capital Ltd. has closed, with Pure Capital acquiring all Xylo shares it did not already own. Xylo has become a wholly owned subsidiary of Pure Capital and its American Depositary Shares (ADSs) have been delisted from the Nasdaq Capital Market, as the company moves to terminate its U.S. securities registration.
Under the arrangement, holders of ADSs are entitled to receive cash consideration of $5.25 per ADS, equal to $0.13125 per ordinary share, subject to applicable withholding taxes. Computershare, Inc., as paying agent, will handle distribution of the cash consideration in line with previously disclosed procedures, including documentation required under an Israeli tax ruling. The Bank of New York Mellon, as depositary, will separately notify ADS holders about termination of the deposit agreement.
L.I.A. Pure Capital Ltd. and its sole shareholder and CEO, Kfir Silberman, report beneficial ownership of 4,912,827 ordinary shares (approximately 9.59% of 51,241,661 outstanding) of Xylo Technologies Ltd. The reporting persons hold sole voting and dispositive power over these shares. The ADSs described were acquired for an aggregate purchase price of approximately $512,856 using Pure Capital funds. The filing discloses that Xylo furnished a Form 6-K stating it obtained the Israeli tax ruling required for the Arrangement, initiated closing procedures, and will de-list ADSs from Nasdaq on August 22, 2025. From that date, ADS holders will be entitled to $5.25 per ADS in cash, subject to withholding taxes, and the depositary will close books for issuances after close of business on August 21, 2025.
Xylo Technologies Ltd. obtained the Israeli tax ruling required to close a previously announced scheme of arrangement under which L.I.A. Pure Capital Ltd. will acquire all outstanding shares. As part of the transaction, Xylo’s American Depositary Shares (ADSs), each representing 40 ordinary shares, will be de-listed from Nasdaq and the company will terminate its SEC registration. ADS holders will receive USD 5.25 per ADS, subject to applicable Israeli withholding tax of up to 25%. Non‑Israeli holders may avoid withholding by submitting specified documentation to Computershare; holders will have approximately six months to submit materials, and remaining ADSs will be mandatorily exchanged for cash net of withholding after that period.
Computershare will arrange payments after approval by the Israeli sub‑paying agent. The Bank of New York Mellon, as depositary, will cease issuances and cancellations after close of business on August 21, 2025 and will terminate the deposit agreement following its notice period or when no ADSs remain.