Israeli Court Greenlights Xylo Tech's Take-Private Plan, Nasdaq Exit Looms

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

L.I.A. Pure Capital Ltd. and CEO Kfir Silberman have filed Amendment No. 5 to their Schedule 13D regarding Xylo Technologies. The filing discloses significant developments in their ownership position and a major corporate transaction:

Key details:

The reporting persons currently own 2,980,000 ordinary shares (74,500 ADSs), representing 5.81% of outstanding shares
On June 22, 2025, the Tel Aviv district court approved an arrangement for Pure Capital to acquire all remaining shares of Xylo Technologies
The arrangement must be completed within 180 days of court approval
Upon completion, Xylo will become a wholly-owned subsidiary of Pure Capital
The company will subsequently delist from Nasdaq and terminate its public company obligations

Recent transactions include purchases of 1,000 ADSs at $5.004 on June 18 and 1,000 ADSs at $4.986 on June 20, 2025. Total investment in shares amounts to approximately $314,500.

Positive

Court approved arrangement for L.I.A. Pure Capital to acquire all remaining shares of Xylo Technologies, indicating a definitive path to acquisition completion
Transaction expected to be completed within 180 days of June 22, 2025, providing clear timeline for shareholders

Negative

Delisting from Nasdaq and termination of public company status will reduce liquidity for existing shareholders
Recent share purchases by L.I.A. Pure Capital at $4.986-$5.004 suggest relatively low acquisition price point

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06/25/2025 - 08:08 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

XYLO TECHNOLOGIES LTD

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

58471G508

(CUSIP Number)

L.I.A. Pure Capital Ltd.
20 Raoul Wallenberg Street,
Tel Aviv, L3, 6971916
972-3-7175777

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

06/22/2025

(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.

58471G508

Name of reporting person

L.I.A. Pure Capital Ltd.

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

(a)
(b)

SEC use only

Source of funds (See Instructions)

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

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,980,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,980,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

2,980,000.00

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

Percent of class represented by amount in Row (11)

5.81 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

(1) Includes 2,980,000 ordinary shares underlying 74,500 ADSs held by L.I.A Pure Capital Ltd. (2) Based on 51,241,661 ordinary shares outstanding as of April 17, 2025 (based on the Issuer's Notice and Proxy Statement in connection with the special general meetings, furnished to the Securities and Exchange Commission on April 21, 2025).

SCHEDULE 13D

CUSIP No.

58471G508

Name of reporting person

Kfir Silberman

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

(a)
(b)

SEC use only

Source of funds (See Instructions)

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

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,980,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,980,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

2,980,000.00

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

Percent of class represented by amount in Row (11)

5.81 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Ordinary Shares, no par value

(b)

Name of Issuer:

XYLO TECHNOLOGIES LTD

(c)

Address of Issuer's Principal Executive Offices:

10 HANECHOSHET STREET, Tel Aviv, ISRAEL , 6971072.

Item 1 Comment:

The undersigned, L.I.A Pure Capital Ltd., a private company organized under the laws of the State of Israel, company no. 514408715 ("Pure Capital"), and Kfir Silberman, an Israeli citizen and Pure Capital's chief executive officer, sole director, and sole shareholder, (collectively, the "Reporting Persons"), hereby file this Amendment No. 5 to Schedule 13D (the "Schedule 13D" or "Schedule"), previously filed on February 18, 2025 and amended on April 17, 2025, April 22, 2025, May 29, 2025, and June 4, 2025, with respect to the ordinary shares, no par value ("Ordinary Share"), underlying American Depositary Shares ("ADSs") of Xylo Technologies Ltd., a company organized under the laws of Israel, with registered offices located at 10 Hanechoshet St., 4th Floor, Tel-Aviv 6971072, Israel (the "Issuer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and replaced with the following: The ADSs reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $314,500, utilizing the funds of Pure Capital.

Item 4.

Purpose of Transaction

Item 4 is hereby supplemented and amended by adding the following: On June 22, 2025, the district court of Tel Aviv (Economic Division) (the "Court") approved the arrangement (the "Arrangement") between the Issuer and its shareholders, pursuant to Section 350 of the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Arrangement was previously approved by the Issuer's shareholders at special general meetings held on May 27, 2025. The Court has mandated that the Arrangement be consummated within 180 days of June 22, 2025. On June 23, 2025, the Issuer furnished to the Securities and Exchange Commission a report of Foreign Private Issuer on Form 6-K, in which the Issuer noted that it expects to consummate the Arrangement in accordance with the terms previously disclosed by the Issuer. Upon consummation of the Arrangement, the Issuer will become a wholly-owned subsidiary of Pure Capital, as Pure Capital will purchase all of the issued and outstanding share capital of the Issuer that it does not already own. As a result, the Issuer's ADSs will be delisted from the Nasdaq Stock Exchange, and its obligations as a public company will be terminated.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and replaced with the following: As of the date of this filing, the Reporting Persons may be deemed the beneficial owners of the ordinary shares underlying the ADSs described above. Based on the Issuer's Notice and Proxy Statement in connection with the special general meetings, furnished to the Securities and Exchange Commission on April 21, 2025, such ordinary shares constitute approximately 5.81% of the issued and outstanding ordinary shares of the Issuer.

(b)

Item 5(b) is hereby amended and replaced with the following: As of the date of this filing, the Reporting Persons are the beneficial owners of the ordinary shares underlying the ADSs described above, to which the Reporting Persons possess (i) sole power to vote or to direct the vote and (ii) sole power to dispose or to direct the disposition of such ordinary shares. Based on the Issuer's Notice and Proxy Statement in connection with the special general meetings, furnished to the Securities and Exchange Commission on April 21, 2025, such ordinary shares constitute approximately 5.81% of the issued and outstanding ordinary shares of the Issuer.

(c)

During the past 60 days, the Reporting Persons effected no transactions in the Issuer's securities other than those set forth in the following table: Trade Date: ADSs Purchased: Price Per ADS: June 18, 2025 1,000 $5.004 June 20, 2025 1,000 $4.986

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.

L.I.A. Pure Capital Ltd.

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	06/25/2025

Kfir Silberman

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	06/25/2025

Source: View Original Filing on SEC EDGAR

FAQ

How many shares of XYLO does L.I.A. Pure Capital Ltd. own?

L.I.A. Pure Capital Ltd. owns 2,980,000 ordinary shares of XYLO (underlying 74,500 ADSs), representing approximately 5.81% of the company's outstanding shares as of April 17, 2025.

What is the purpose of XYLO's Schedule 13D/A filing from June 28, 2025?

The Schedule 13D/A filing discloses that on June 22, 2025, the Tel Aviv district court approved an arrangement where L.I.A. Pure Capital Ltd. will purchase all remaining XYLO shares it doesn't already own, making XYLO a wholly-owned subsidiary. This will result in XYLO being delisted from Nasdaq and terminating its public company obligations.

What recent transactions did L.I.A. Pure Capital make in XYLO stock?

L.I.A. Pure Capital made two recent purchases of XYLO ADSs: 1,000 ADSs at $5.004 per ADS on June 18, 2025, and 1,000 ADSs at $4.986 per ADS on June 20, 2025.

When will XYLO's privatization arrangement be completed?

According to the filing, the Tel Aviv court has mandated that the privatization arrangement must be consummated within 180 days of June 22, 2025. XYLO expects to complete the arrangement according to previously disclosed terms.

Who controls L.I.A. Pure Capital Ltd.'s investment in XYLO?

Kfir Silberman, an Israeli citizen, controls L.I.A. Pure Capital Ltd.'s investment in XYLO as the company's chief executive officer, sole director, and sole shareholder. He has sole voting and dispositive power over the 2,980,000 shares.