M&A - L.I.A. Pure Capital Ltd

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025057477

Filing Summary: L.I.A. Pure Capital Ltd., through this filing, updates prior information regarding its beneficial ownership of American Depositary Shares (ADSs) of Xylo Technologies Ltd. The report details that as of June 22, 2025, the district court of Tel Aviv approved an arrangement that facilitates the acquisition of Xylo Technologies by Pure Capital. The arrangement was previously approved by Xylo’s shareholders during special meetings held on May 27, 2025. The court mandated that this acquisition be completed within 180 days, implying Pure Capital will purchase all outstanding share capital of Xylo it does not already hold. Consequently, Xylo’s ADSs are expected to be delisted from the Nasdaq Stock Exchange following the completion of the acquisition, and the company will cease to operate as a public entity. Reporting Persons, which include Kfir Silberman, beneficially own a significant percentage of Xylo's outstanding ordinary shares, representing approximately 5.81%. Additionally, recent transactions are noted, including the purchase of ADSs on June 18 and June 20, 2025, at prices slightly above $5 per ADS.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025032946

Filing Summary: L.I.A. Pure Capital Ltd., led by Kfir Silberman, has filed an Amendment No. 1 to Schedule 13D regarding its acquisition proposal for Xylo Technologies Ltd. This amendment reflects an updated purchase price of $0.13125 per Ordinary Share (or $5.25 per ADS) from a previous proposal of $0.0925 per Ordinary Share (or $3.70 per ADS). It outlines Pure Capital's commitment to purchase restricted share units from the Issuer's stakeholders upon change of control and mandates the Issuer to secure customary run-off insurance effective upon the arrangement's approval. Following a court order, special meetings of shareholders have been convened for voting on the proposed arrangement. Additionally, on April 16, 2025, Pure Capital sold 454,752 Pre-Funded Warrants for a total of $1,818,434, indicating ongoing financial activities relevant to the acquisition process.