[SCHEDULE 13D/A] Xylo Technologies Ltd. American SEC Filing

Rhea-AI Filing Summary

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.

Positive

• 9.59% beneficial ownership disclosed, providing transparency about significant shareholders
• Issuer obtained required Israeli tax ruling and initiated closing procedures for the Arrangement
• ADS holders entitled to $5.25 per ADS in cash, a definitive exit mechanism announced
• Reporting persons acquired ADSs with disclosed aggregate purchase price of $512,856

Negative

• ADSs will be de-listed from Nasdaq on August 22, 2025, eliminating public market liquidity for ADS holders
• Depositary will close books for issuances and cancellations after close of business on August 21, 2025, and the deposit agreement will terminate per the depositary’s notice
• Reporting persons executed sizable sales on August 7, 2025 (including blocks of 23,223 and 18,270 ADSs), reflecting active position changes

Insights

Financial Analyst

TL;DR: Amendment confirms a near-term delisting and cash consideration of $5.25 per ADS and shows a 9.59% beneficial stake by the reporting persons.

The filing is materially significant because it documents both the reporting persons' meaningful stake in XYLO and concrete execution steps toward a transaction that will remove ADS liquidity for public holders. The reported aggregate purchase price of roughly $512,856 clarifies the funding source and scale of recent acquisitions. The Form 6-K disclosures — tax ruling obtained, closing procedures initiated, Nasdaq delisting effective August 22, 2025, and BNY's planned depositary actions — are decisive operational steps that directly affect timing and execution of the Arrangement.

Corporate Governance Expert

TL;DR: Reporting persons exercise sole control over 9.59% of shares; delisting and depositary termination are material governance events.

The amendment highlights concentrated ownership with sole voting and dispositive power held by Pure Capital and its sole shareholder, which is material for governance and minority-holder considerations. The announced delisting, depositary notice and termination mechanics (BNY closing book after August 21, 2025) change the company’s public governance framework and shareholder rights. These are substantive corporate actions that warrant attention from regulators and affected holders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

08/11/2025

(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

1

Name of reporting person

L.I.A. Pure Capital Ltd.

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,912,827.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,912,827.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,912,827.00

12

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

13

Percent of class represented by amount in Row (11)

9.59 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes 4,635,400 ordinary shares underlying 115,885 ADSs held by L.I.A Pure Capital Ltd. and 277,427 ordinary shares registered in book-form by the Issuer's transfer agent (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

1

Name of reporting person

Kfir Silberman

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,912,827.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,912,827.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,912,827.00

12

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

13

Percent of class represented by amount in Row (11)

9.59 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 4,635,400 ordinary shares underlying 115,885 ADSs held by L.I.A Pure Capital Ltd. and 277,427 ordinary shares registered in book-form by the Issuer's transfer agent (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

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. 6 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, June 4, 2025, and June 25, 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 $512,856, utilizing the funds of Pure Capital.
Item 4.	Purpose of Transaction
	Item 4 is hereby supplemented and amended by adding the following: On August 11, 2025, the Issuer furnished to the Securities and Exchange Commission a report of Foreign Private Issuer on Form 6-K (the "Tax Ruling 6-K"), in which the Issuer noted that it has obtained the Israeli tax ruling required for the consummation of the Arrangement and that closing procedures for the Arrangement have been initiated. The Isser has also noted in the Tax Ruling 6-K that, on August 22, 2025, the Issuer's ADSs will be de-listed from Nasdaq and the Issuer will terminate its SEC registration. From August 22, 2025, holders of ADSs will be entitled to receive from Pure Capital cash consideration of $5.25 per ADS, subject to applicable withholding taxes. The Issuer has also stated in its Tax Ruling 6-K that the Bank of New York Mellon ("BNY"), as Issuer's depositary, will send a separate notice to holders of Issuer's ADSs that the deposit agreement among the Issuer, BNY and holders of Issuer's ADSs will terminate on the earlier of 30 days after the date of that notice or the date on which there are no outstanding Issuer's ADSs; and that BNY will close its books for all issuances and cancellations after close of business August 21, 2025.
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 9.59% 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 9.59% 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 16, 2025 1,500 $4.98 June 16, 2025 1,000 $4.94 June 18, 2025 1,000 $5.00 June 20, 2025 1,000 $4.99 June 23, 2025 558 $5.01 June 25, 2025 1,349 $5.07 June 25, 2025 79 $4.87 June 30, 2025 500 $5.10 July 2, 2025 300 $5.03 July 3, 2025 529 $5.05 July 14, 2025 5,000 $4.90 July 15, 2025 700 $4.99 July 15, 2025 194 $4.90 July 16, 2025 250 $4.90 July 17, 2025 51 $5.00 July 18, 2025 317 $5.13 July 18, 2025 1,000 $5.09 July 18, 2025 500 $5.08 July 18, 2025 84 $5.04 July 23, 2025 4 $5.12 July 25, 2025 64 $5.07 August 7, 2025 43,000 $5.06 August 7, 2025 5,412 $5.0327 Trade Date: ADSs Sold: Price Per ADS: August 7, 2025 2,000 $5.06 August 7, 2025 23,223 $5.06 August 7, 2025 18,270 $5.06 August 7, 2025 2,000 $5.00 August 7, 2025 3,000 $5.05

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:	08/12/2025

Kfir Silberman

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	08/12/2025

FAQ

What percentage of XYLO does L.I.A. Pure Capital and Kfir Silberman beneficially own?

They beneficially own 4,912,827 ordinary shares, representing approximately 9.59% of the issued and outstanding ordinary shares.

How much cash will XYLO ADS holders receive under the announced Arrangement?

Holders of ADSs will be entitled to receive $5.25 per ADS, subject to applicable withholding taxes.

When will XYLO ADSs be de-listed from Nasdaq?

The issuer stated that XYLO ADSs will be de-listed from Nasdaq on August 22, 2025.

What funding was used to acquire the ADSs reported in the Schedule 13D/A?

The ADSs were acquired using the funds of Pure Capital at an aggregate purchase price of approximately $512,856.

Will the depositary continue ADS issuances after mid-August 2025?

No; BNY will close its books for all issuances and cancellations after close of business on August 21, 2025, and the deposit agreement will terminate as described.