SCHEDULE 13D/A: XYLO Technologies Shareholder Seeks Court Approval for Shareholder Arrangement

L.I.A. Pure Capital Ltd., a significant shareholder in XYLO Technologies Ltd., has filed a request with the Tel Aviv District Court to approve an arrangement between the company and its shareholders, following prior shareholder approval.

Summary

• L.I.A. Pure Capital Ltd. and its CEO, Kfir Silberman, collectively referred to as the "Reporting Persons," have filed Amendment No. 4 to their Schedule 13D.
• The Reporting Persons beneficially own 2,900,000 ordinary shares of XYLO Technologies Ltd., which represent 5.66% of the company's outstanding ordinary shares.
• These shares underlie 72,500 American Depositary Shares (ADSs) held by L.I.A. Pure Capital Ltd.
• The percentage is based on 51,241,661 ordinary shares outstanding as of April 17, 2025.
• On May 29, 2025, Pure Capital filed an application with the Tel Aviv District Court (Economic Division) requesting court approval for an arrangement between XYLO Technologies and its shareholders.
• This arrangement is pursuant to Section 350 of the Israeli Companies Law.
• The arrangement has already been approved at the general meetings of the Issuer's shareholders.
• The Court decided on May 30, 2025, that any objections to the application must be submitted by June 15, 2025.
• Consummation of the arrangement is contingent upon obtaining court approval.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the court approval is not guaranteed, the fact that the arrangement has already received shareholder approval is a positive step. The filing is primarily procedural, indicating progress towards a defined corporate action rather than a negative event.

Positives

• The proposed arrangement between XYLO Technologies and its shareholders has already received approval at the general meetings of the Issuer's shareholders, indicating internal consensus.

Risks

• The Reporting Persons cannot guarantee whether the Tel Aviv District Court will approve the arrangement, despite prior shareholder approval.
• Consummation of the arrangement is entirely dependent on obtaining court approval, introducing a potential delay or failure point.

Future Outlook

The consummation of the arrangement between XYLO Technologies and its shareholders is expected to occur only after the Tel Aviv District Court's approval has been obtained. The deadline for objections to the court application is June 15, 2025.

Management Comments

• Kfir Silberman, as CEO, sole director, and sole shareholder of L.I.A. Pure Capital Ltd., certified that the information set forth in the statement is true, complete, and correct to the best of his knowledge and belief.

Industry Context

This filing reflects a procedural step in corporate governance within the Israeli legal framework, specifically concerning a shareholder arrangement under the Israeli Companies Law. Such arrangements are common mechanisms for corporate restructuring or significant shareholder actions, often requiring judicial oversight to protect all stakeholder interests. The filing does not provide broader industry trends but highlights a specific corporate action by a significant shareholder.

Corporate Governance

Legal Proceedings

• L.I.A. Pure Capital Ltd. filed an application with the Tel Aviv District Court (Economic Division) on May 29, 2025, requesting court approval for an arrangement between XYLO Technologies Ltd. and its shareholders pursuant to Section 350 of the Israeli Companies Law. This constitutes an ongoing legal proceeding.

Stakeholder Impact

• Shareholders: The arrangement, once approved by the court, will directly impact the rights and structure concerning the company's shareholders. The process allows for objections from any person, including shareholders, until June 15, 2025.
• Company (XYLO Technologies Ltd.): The company is a party to the arrangement, and its consummation is dependent on court approval, which will affect its corporate structure and potentially its future operations.

Next Steps

• The Tel Aviv District Court will review the application for the arrangement.
• Any persons wishing to object to the application must submit their objection to the Court by June 15, 2025.
• The Reporting Persons await the Court's decision on the approval of the arrangement.
• Consummation of the arrangement will occur only after the Court's approval.

Key Dates

Keywords

XYLO Technologies, L.I.A. Pure Capital, Schedule 13D, Beneficial Ownership, Shareholder Arrangement, Israeli Companies Law, Court Approval, SEC Filing, Corporate Governance