| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
MIND CTI LTD (Name of Issuer) |
Ordinary Shares, nominal value NIS 0.01 per share (Title of Class of Securities) |
M70240102 (CUSIP Number) |
02/03/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | M70240102 |
| 1 | Names of Reporting Persons A-6684 Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,100,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO, HC |
SCHEDULE 13G |
| CUSIP No. | M70240102 |
| 1 | Names of Reporting Persons A-6684 Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | M70240102 |
| 1 | Names of Reporting Persons Holland Moran Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 200,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | M70240102 |
| 1 | Names of Reporting Persons Mordechai Rapaport | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,325,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: MIND CTI LTD | |
| (b) | Address of issuer's principal executive
offices: INDUSTRIAL PARK BUILDING 7, YOQNEAM ILIT ISRAEL, ISRAEL, 20692 | |
| Item 2. | ||
| (a) | Name of person filing: (i) A-6684 Ltd. is the sole owner of Holland Moran.
(ii) A-6684 Capital Ltd.
(iii) Holland Moran Ltd.
(iv) Mordechai Rapaport is the sole owner of A-6684 Capital and, through various investment vehicles controls, A-6884 Ltd and Holland Moran. Mr. Rapaport also personally owns 15,000 shares.
| |
| (b) | Address or principal business office or, if
none, residence: (i) The principal executive office of A-6684 Ltd. is Mikha 24, Tel Aviv, 6311130 Israel.
(ii) The principal executive office of A-6684 Capital is Mikha 24, Tel Aviv, 6311130 Israel.
(iii) The principal executive office of Holland Moran is Avraham Giron 15, Yehud-Monosson, 5621729 Israel.
(iv) The principal executive office of Mr. Rapaport is Mikha 24, Tel Aviv, 6311130 Israel.
| |
| (c) | Citizenship: (i) A-6684 Ltd. was organized in Israel.
(ii) A-6684 Capital was organized in Israel.
(iii) Holland Moran was organized in Israel.
(iv) Mr. Rapaport is a United States citizen.
| |
| (d) | Title of class of securities: Ordinary Shares, nominal value NIS 0.01 per share | |
| (e) | CUSIP No.: M70240102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (i) A-6684 Ltd. owns 1,100,000 Ordinary Shares.
(ii) A-6684 Capital Ltd. owns 10,000 Ordinary Shares.
(iii) Holland Moran Ltd. owns 200,000 Ordinary Shares.
(iv) Mordechai Rapaport owns 15,000 Ordinary Shares. | |
| (b) | Percent of class: (i) For Mr. Rapaport: 6.58%.
(ii) For A-6684 Ltd.: 5.47%.
(iii) For A-6684 Capital: 0.05%.
(iv) For Holland Moran: 0.99%.
% | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (A) For Mr. Rapaport: 15,000 Ordinary Shares.
(B) For A-6684 Ltd.: 0 Ordinary Shares.
(C) For A-6684 Capital: 0 Ordinary Shares.
(D) For Holland Moran: 0 Ordinary Shares.
| ||
| (ii) Shared power to vote or to direct the
vote: (A) For Mr. Rapaport: 1,325,000 Ordinary Shares.
(B) For A-6684 Ltd.: 1,100,000 Ordinary Shares.
(C) For A-6684 Capital: 10,000 Ordinary Shares.
(D) For Holland Moran: 200,000 Ordinary Shares.
| ||
| (iii) Sole power to dispose or to direct the
disposition of: (A) For Mr. Rapaport: 15,000 Ordinary Shares.
(B) For A-6684 Ltd.: 0 Ordinary Shares.
(C) For A-6684 Capital: 0 Ordinary Shares.
(D) For Holland Moran: 0 Ordinary Shares.
| ||
| (iv) Shared power to dispose or to direct the
disposition of: (A) For Mr. Rapaport: 1,325,000 Ordinary Shares.
(B) For A-6684 Ltd.: 1,100,000 Ordinary Shares.
(C) For A-6684 Capital: 10,000 Ordinary Shares.
(D) For Holland Moran: 200,000 Ordinary Shares.
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Exhibit A attached. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The members of the group are A-6684 Ltd., A-6684 Capital, Holland Moran and Mr. Rapaport. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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. |
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Exhibit
Information |
Identification of Relevant Subsidiary
A-6684 Ltd. is the parent holding company of, and holds 100% of the equity interests in, Holland Moran Ltd. Both entities are companies organized under the laws of Israel.
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