|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Charging Robotics Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
35953U106 (CUSIP Number) |
Xylo Technologies Ltd. 10 HaNechoshet Street,, Tel-Aviv, L3, 6971072 972-73-370-4691 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 35953U106 |
| 1 |
Name of reporting person
Xylo Technologies Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,638,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
76.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Consists of (a) 6,116,955 shares of Common stock of the issuer held directly by Xylo Technologies Ltd. ("Xylo") and (b) 5,521,444 warrants to purchase shares of common stock of the Issuer held by Xylo.
(2) Based on 9,594,654 shares of common stock, par value $0.0001 per share issued and outstanding as of December 31, 2024, based on information received from the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 35953U106 |
| 1 |
Name of reporting person
Eliyahu Yoresh | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,718,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) 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.
(2) Consists of (a) 80,000 shares of Common Stock beneficially owned directly by Eliyahu Yoresh, (b) 6,116,955 shares of Common Stock beneficially owned by Xylo, in which Mr. Yoresh serves as its Chairman of the Board of Directors and (c) 5,521,444 warrants to purchase shares of common stock of the Issuer held 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.
(3) Based on 9,594,654 shares of common stock, par value $0.0001 per share issued and outstanding as of December 31, 2024, based on information received from the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 35953U106 |
| 1 |
Name of reporting person
Liron Carmel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,683,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) 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.
(2) Consists of (a) 44,834 shares of Common Stock beneficially owned directly by Liron Carmel, and (b) 6,116,955 shares of Common Stock beneficially owned by Xylo, in which Mr. Carmel serves as Chief Executive Officer and (c) 5,521,444 warrants to purchase shares of common stock of the Issuer held by Xylo. 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.
(3) Based on 9,594,654 shares of common stock, par value $0.0001 per share issued and outstanding as of December 31, 2024, based on information received from the Issuer
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Charging Robotics Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
20 RAUL WALLENBERG STREET, TEL AVIV,
ISRAEL
, 6971916. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the original Schedule 13D filed with the SEC on April 4, 2022 (the "Original Schedule 13D") relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Jeffs' Brands Ltd, a company incorporated under the laws of the State of Delaware (the "Issuer"). Except as provided herein, all Items of the Original Schedule 13D remain unchanged and this Amendment No. 1 does not modify any information previously reported on the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by (i) Xylo Technologies, (ii) Mr. Eli Yoresh, and (iii) Liron Carmel (collectively, the "Reporting Persons"). | |
| (b) | Xylo Technologies Ltd., a company organized under the laws of the State of Israel ("Xylo"), is a company focused on innovative growth partnerships, mainly in advanced medical solutions, online and e-Commerce, and electric vehicle markets. The address of its principal office and principal place of business is 10 HaNechoshet Street, Tel Aviv, Israel, 6971072. As of the date of this Schedule, Eliyahu Yoresh, an Israeli citizen, is the Chairman of the Board of Directors of Xylo. As of the date of this Schedule, Liron Carmel, an Israeli citizen, is the Chief Executive Officer of Xylo. | |
| (c) | The names, business addresses, present principal occupation or employment (and names, principal businesses and addresses of places of additional employment) and citizenship of the executive officers and directors of Xylo are set forth in Annex A hereto and incorporated herein by reference. | |
| (d) | None of the Reporting Persons nor, to the best of its knowledge, any of Xylo's respective executive officers and directors listed on Annex A hereto, have during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons nor, to the best of its knowledge, any of Xylo's respective executive officers and directors listed on Annex A hereto, have during the last five years 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. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Xylo is the direct beneficial owner of 6,116,955 shares of Common Stock or approximately 63.75% of the outstanding capital stock of the Issuer, based on 9,594,654 shares of Common Stock, as of December 31, 2024, based on information received from the Issuer.
Xylo may be deemed to hold sole voting and dispositive power over 11,638,399 Ordinary Shares of the Issuer consisting of (i) 6,116,955 shares of common stock, and (ii) warrants to purchase up to 5,521,444 shares of common stock exercisable within 60 days of January 7, 2022, and March 28, 2023 (as applicable).
Eliyahu Yoresh is the direct beneficial owner of 80,000 shares of Common Stock or approximately 0.83% of the outstanding capital stock of the Issuer, based on 9,152,228 shares of Common Stock as disclosed in the Issuer's Report.
Liron Carmel is the direct beneficial owner of 44,834 shares of Common Stock or approximately 0.46% of the outstanding capital stock of the Issuer, based on 9,594,654 shares of Common Stock as of December 31, 2024, based on information received from the Issuer.
Except for the foregoing, to the best knowledge of the Reporting Person, none of the persons set forth on Annex A beneficially owns any securities of the Issuer. | |
| (b) | The information contained in rows 7, 8, 9, 10, 11, and 13 on each of the cover pages of this Schedule 13D/A is incorporated by reference in its entirety into this Item 5. | |
| (c) | Other than the purchase of 6,116,955 shares of Common Stock on January 7, 2022, in a private transaction and on March 28, 2023 as reported herein, Xylo has not effected any transaction in the Common Stock during the past 60 days.
Other than the purchase of 80,000 shares of Common Stock on January 7, 2022 in a private transaction as reported herein, Mr. Yoresh has not effected any transaction in the Common Stock during the past 60 days.
Other than the purchase of 44,834 shares of Common Stock on January 7, 2022 in a private transaction as reported herein, Mr. Carmel has not effected any transaction in the Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as set forth below, there are no present contracts, arrangements, understandings or relationships (legal or otherwise) between Xylo, or, to the best knowledge of the Reporting Person, any of the persons set forth on Annex A, and any other person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies:
(a) Eliyahu Yoresh, Chairman of the Board of Directors of Xylo, beneficially owns 80,000 shares of Common Stock as of the date of this Schedule 13D.
(b) Liron Carmel, Chief Executive Officer of Xylo, beneficially owns 44,834 shares of Common Stock as of the date of this Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement by and among Xylo Technologies Ltd., Eliyahu Yoresh and Liron Carmel, dated February 18, 2025
Exhibit 2 Securities Exchange Agreement | ||
| SIGNATURE | |
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.
|
|
|
|
|
|
|