SCHEDULE 13D/A: Court Approves Xylo Technologies' Take-Private Transaction by L.I.A. Pure Capital

A Tel Aviv district court has approved the arrangement for Xylo Technologies Ltd. to become a wholly-owned subsidiary of L.I.A. Pure Capital Ltd., leading to its Nasdaq delisting.

Summary

• L.I.A. Pure Capital Ltd. and its CEO, Kfir Silberman, filed an Amendment No. 5 to Schedule 13D regarding their beneficial ownership in Xylo Technologies Ltd.
• The reporting persons beneficially own 2,980,000 ordinary shares, representing approximately 5.81% of Xylo Technologies' outstanding shares.
• These shares underlie 74,500 American Depositary Shares (ADSs) and were acquired for an aggregate purchase price of approximately $314,500 utilizing Pure Capital's funds.
• On June 22, 2025, the Tel Aviv District Court (Economic Division) approved the arrangement between Xylo Technologies and its shareholders, as per Section 350 of the Israeli Companies Law.
• This arrangement was previously approved by Xylo Technologies' 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.
• Upon consummation, Xylo Technologies will become a wholly-owned subsidiary of Pure Capital, which will purchase all outstanding shares it does not already own.
• Consequently, Xylo Technologies' ADSs will be delisted from the Nasdaq Stock Exchange, and its obligations as a public company will be terminated.
• Recent transactions include the purchase of 1,000 ADSs on June 18, 2025, at $5.004 per ADS, and another 1,000 ADSs on June 20, 2025, at $4.986 per ADS.

Sentiment

Score: 7

Explanation: The court approval marks a significant and positive step towards the successful completion of the take-private transaction, which aligns with previously stated intentions and shareholder approvals. While it leads to delisting, for the acquirer and the transaction itself, it's a clear progression.

Positives

• The Tel Aviv District Court has approved the arrangement for Xylo Technologies to become a wholly-owned subsidiary of L.I.A. Pure Capital, a significant step towards completing the take-private transaction.
• The arrangement had already received shareholder approval on May 27, 2025, indicating alignment between management and shareholders on the transaction.

Negatives

• Upon consummation of the arrangement, Xylo Technologies' ADSs will be delisted from the Nasdaq Stock Exchange, removing public trading access for investors.
• The company's obligations as a public company will be terminated, reducing transparency and reporting requirements for public shareholders.

Risks

• The arrangement must be consummated within 180 days of June 22, 2025, as mandated by the court; failure to meet this deadline could pose a risk to the transaction's completion.

Future Outlook

Xylo Technologies is expected to consummate the arrangement, which will result in it becoming a wholly-owned subsidiary of L.I.A. Pure Capital Ltd. Following this, the company's ADSs will be delisted from the Nasdaq Stock Exchange, and its obligations as a public company will be terminated. The court has mandated the consummation within 180 days of June 22, 2025.

Management Comments

• The Issuer noted that it expects to consummate the Arrangement in accordance with the terms previously disclosed by the Issuer.

Industry Context

This filing details a take-private transaction, a common strategy where a public company is acquired by a private entity, often its largest shareholder, to gain full control, reduce regulatory burdens, and potentially restructure without public market scrutiny. Such transactions are typically driven by a desire for greater operational flexibility and long-term strategic alignment, away from quarterly earnings pressures.

Comparison to Industry Standards

• This document does not provide specific financial performance metrics or operational details that would allow for a direct comparison to industry standards or specific comparable companies/projects. It focuses solely on the procedural aspects and progress of a specific take-private transaction.

Legal Proceedings

• The Tel Aviv District Court (Economic Division) approved the arrangement between the Issuer and its shareholders pursuant to Section 350 of the Israeli Companies Law, 5759-1999.

Related Party Transactions

• L.I.A. Pure Capital Ltd., a significant shareholder, is acquiring all remaining issued and outstanding share capital of Xylo Technologies Ltd. that it does not already own, making Xylo Technologies a wholly-owned subsidiary of Pure Capital.

Stakeholder Impact

• Shareholders: Public shareholders will have their ADSs delisted from Nasdaq and will no longer be able to trade them publicly. They will receive consideration for their shares as part of the take-private transaction.
• Company (Xylo Technologies): Will become a wholly-owned subsidiary, terminating its public company obligations and potentially gaining more operational flexibility under private ownership.

Next Steps

• Consummation of the arrangement between Xylo Technologies and its shareholders within 180 days of June 22, 2025.
• L.I.A. Pure Capital Ltd. will purchase all issued and outstanding share capital of Xylo Technologies that it does not already own.
• Delisting of Xylo Technologies' ADSs from the Nasdaq Stock Exchange.
• Termination of Xylo Technologies' obligations as a public company.

Key Dates

Recommendation

Keywords

Xylo Technologies, L.I.A. Pure Capital, Schedule 13D, Take-private, Delisting, Nasdaq, Israeli Companies Law, Shareholder arrangement, Beneficial ownership, Kfir Silberman