SCHEDULE 13D/A: Xylo Technologies and Key Executives Disclose Significant Controlling Stake in Charging Robotics Inc.

Xylo Technologies Ltd., along with its CEO Liron Carmel and Chairman Eliyahu Yoresh, has filed an amended Schedule 13D, detailing their collective beneficial ownership of approximately 77% of Charging Robotics Inc.'s common stock.

Summary

• Xylo Technologies Ltd., its Chief Executive Officer Liron Carmel, and Chairman Eliyahu Yoresh, collectively referred to as 'Reporting Persons,' have filed an Amendment No. 1 to their Schedule 13D.
• The filing updates the beneficial ownership details for Charging Robotics Inc., which was previously known as Jeffs' Brands Ltd.
• Xylo Technologies Ltd. directly beneficially owns 6,116,955 shares of Common Stock, representing approximately 63.75% of the outstanding capital stock of Charging Robotics Inc.
• Xylo also holds warrants to purchase an additional 5,521,444 shares of common stock, exercisable within 60 days of January 7, 2022, and March 28, 2023.
• Eliyahu Yoresh, Chairman of Xylo, directly owns 80,000 shares (approximately 0.83%) and is deemed a beneficial owner of Xylo's holdings, bringing his aggregate beneficial ownership to 11,718,399 shares, or 77.52% of the class.
• Liron Carmel, CEO of Xylo, directly owns 44,834 shares (approximately 0.46%) and is also deemed a beneficial owner of Xylo's holdings, resulting in an aggregate beneficial ownership of 11,683,233 shares, or 77.29% of the class.
• The beneficial ownership percentages are calculated based on 9,594,654 shares of Charging Robotics Inc. common stock outstanding as of December 31, 2024.
• The Reporting Persons have not conducted any transactions in Charging Robotics Inc. common stock in the past 60 days, with their reported acquisitions occurring in private transactions on January 7, 2022, and March 28, 2023.

Sentiment

Score: 6

Explanation: The document is a routine regulatory filing disclosing beneficial ownership. The high percentage of ownership by Xylo and its executives could be seen as positive for alignment, but the filing itself doesn't contain news that would significantly alter sentiment beyond confirming a controlling stake.

Positives

• The filing provides clear transparency regarding the significant and consolidated ownership stake held by Xylo Technologies and its key executives in Charging Robotics Inc., indicating strong alignment of interests.
• The absence of any criminal or civil proceedings related to securities laws against the reporting persons or Xylo's officers/directors in the last five years indicates a clean legal record.

Risks

• The document, being a beneficial ownership disclosure, does not detail specific operational or financial risks related to Charging Robotics Inc. or Xylo Technologies Ltd.

Future Outlook

The document is a beneficial ownership disclosure and does not contain forward-looking statements or guidance regarding the future operations or financial performance of Charging Robotics Inc. or Xylo Technologies Ltd.

Management Comments

• Eliyahu Yoresh is the Chairman of the Board of Directors of Xylo and therefore may be deemed a beneficial owner of any shares of Common Stock beneficially owned by Xylo.
• Liron Carmel is the Chief Executive Officer of Xylo and therefore may be deemed a beneficial owner of any shares of Common Stock beneficially owned by Xylo.
• To the extent Mr. Yoresh is deemed to beneficially own such shares of Common Stock beneficially owned by Xylo, Mr. Yoresh disclaims beneficial ownership of these securities for all other purposes.
• To the extent Mr. Carmel is deemed to beneficially own such shares of Common Stock beneficially owned by Xylo, Mr. Carmel disclaims beneficial ownership of these securities for all other purposes.

Industry Context

This Schedule 13D/A filing primarily concerns a change in the reported beneficial ownership structure of Charging Robotics Inc. by Xylo Technologies Ltd. and its executives. While Xylo Technologies is described as focusing on innovative growth partnerships, mainly in advanced medical solutions, online and e-Commerce, and electric vehicle markets, the filing itself does not provide broader industry trends or competitive analysis. The change in the issuer's name from Jeffs' Brands Ltd to Charging Robotics Inc. suggests a potential strategic shift or rebranding within the electric vehicle or robotics sector, but the document does not elaborate on this.

Comparison to Industry Standards

• This document is a beneficial ownership disclosure (Schedule 13D/A) and does not contain performance metrics or operational results that can be directly compared to industry standards or specific comparable companies/projects. Its purpose is to report significant ownership stakes and changes.

Legal Proceedings

• None of the Reporting Persons nor, to the best of its knowledge, any of Xylo's respective executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons nor, to the best of its knowledge, any of Xylo's respective executive officers and directors have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• The beneficial ownership of Eliyahu Yoresh (Chairman of Xylo) and Liron Carmel (CEO of Xylo) in Charging Robotics Inc. represents related party holdings given their roles at Xylo, the primary beneficial owner.
• The purchases of shares by Xylo, Mr. Yoresh, and Mr. Carmel on January 7, 2022, and March 28, 2023, were described as 'private transactions,' indicating dealings outside of public markets.

Stakeholder Impact

• Shareholders: Provides transparency on the significant controlling stake held by Xylo Technologies and its executives, which could influence perceptions of corporate control and strategic direction.
• Management (of Charging Robotics Inc.): Indicates a clear controlling shareholder group, potentially influencing strategic decisions and governance.

Next Steps

• Continued compliance with SEC reporting requirements for beneficial ownership.

Key Dates

Keywords

Schedule 13D/A, Beneficial Ownership, Xylo Technologies Ltd., Charging Robotics Inc., Jeffs' Brands Ltd., Eliyahu Yoresh, Liron Carmel, Common Stock, SEC Filing, Shareholder Disclosure, Corporate Control, Warrants