UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934 OR SUSPENSION OF
DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission File Number: 001-37381
Xylo Technologies Ltd.
(Exact name of registrant as specified in its charter)
10 HaNechoshet St.
Tel Aviv 6971072, Israel
+972 (3) 689-9124
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares, each representing
forty (40) Ordinary Shares
Ordinary shares, no par value per share
(Title of each class of securities covered by this
Form)
None
(Titles of all other classes of securities for
which a duty to file reports under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule
12g-4(a)(1) |
☒ |
| Rule
12g-4(a)(2) |
☐ |
| Rule
12h-3(b)(1)(i) |
☒ |
| Rule
12h-3(b)(1)(ii) |
☐ |
| Rule
15d-6 |
☐ |
| Rule
15d-22(b) |
☐ |
| |
|
| Approximate
number of holders of record as of the certification or notice date: |
One
(1)* |
| * | On June 22, 2025, the District Court of Tel Aviv (Economic
Division) approved an arrangement (the “Arrangement”) pursuant to Section 350 of the Israeli Companies Law, 5759-1999, between
the Xylo Technologies Ltd. (the “Company”) and its shareholders. The Arrangement, which was previously approved by the Company’s
shareholders, provides for the acquisition by L.I.A. Pure Capital Ltd. (the “Applicant”) of all issued and outstanding share
capital of the Company not already owned by the Applicant. Pursuant to the Arrangement, on August 22, 2025, the Applicant completed the
purchase of all of the issued and outstanding share capital of the Company, with the Company becoming a wholly owned subsidiary of the
Applicant. |
Pursuant to the requirements of the Securities
Exchange Act of 1934, Xylo Technologies Ltd. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized
person.
| Date: August 22, 2025 |
By: |
/s/ Tali Dinar |
| |
|
Name: |
Tali Dinar |
| |
|
Title: |
Chief Financial Officer |
