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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(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)

 

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

¹ Not for trading, but only in connection with the registration of the American Depositary Shares.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on Amendment No. 2 to the Issuer's Registration Statement on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 28, 2023, which reflects 16,386,180 ordinary shares outstanding as of February 28, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on Amendment No. 2 to the Issuer's Registration Statement on Form 20-F filed with the SEC on March 28, 2023, which reflects 16,386,180 ordinary shares outstanding as of February 28, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on Amendment No. 2 to the Issuer's Registration Statement on Form 20-F filed with the SEC on March 28, 2023, which reflects 16,386,180 ordinary shares outstanding as of February 28, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on Amendment No. 2 to the Registration Statement on Form 20-F filed by the Issuer on March 28, 2023, which reflects 16,386,180 ordinary shares outstanding as of February 28, 2023.

Item 1.

 

 

Item 2.

 

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

 

Not applicable.

 

Item 4.  Ownership.

 

The ownership information presented below represents beneficial ownership of ordinary shares of the Issuer based on Amendment No. 2 to the Issuer's Registration Statement on Form 20-F filed with the Securities and Exchange Commission on March 28, 2023, which reflects 16,386,180 ordinary shares outstanding as of February 28, 2023.

 

 

The securities reported herein are beneficially owned as follows: (i) 542,159 owned directly by Value Base, an Israeli company which: (a) is controlled by Victor Shamrich and Ido Nouberger and (b) fully and directly owns Value Base Hedge Fund Ltd., an Israeli company and the general partner of Harmony Base L.P., (ii) 378,622 owned directly by Harmony Base L.P., an Israeli limited partnership, (iii) 72,000 owned directly by Victor Shamrich and (iv) 376,056 owned directly by Ido Nouberger.

 

This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.

 

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Item 5.  Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.  Ownership of More than Five 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.

 

 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.  Certification.

 

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.

 

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.

 

April 28, 2023

 

EXHIBIT NO.	DESCRIPTION
Exhibit 1	Joint Filing Agreement by and among the Reporting Persons