Form SC 13G - Statement of acquisition of beneficial ownership by individuals
July 05 2023 - 11:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
HUB
Cyber Security Ltd.
(Name of Issuer)
Ordinary
Shares, no par value per share
(Title
of Class of Securities)
M6000J
101
(CUSIP Number)
June
11, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in 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).
CUSIP
No. M6000J 101
1 |
NAME OF REPORTING PERSON: Shayna L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. |
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: Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER: -0- Ordinary Shares
|
6 |
SHARED VOTING POWER: 19,046,919 Ordinary Shares*
|
7 |
SOLE DISPOSITIVE POWER: -0- Ordinary Shares
|
8 |
SHARED DISPOSITIVE POWER: 19,046,919 Ordinary Shares*
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,046,919 Ordinary Shares* |
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): 19.42%** |
12 |
TYPE OF REPORTING PERSON: PN |
* |
Issuable
upon conversion of two convertible loans (together, the “Loans”) provided by the Reporting Person to the Issuer
under convertible loan agreements between the Reporting Person and the Issuer dated February 23, 2023 and June 11, 2023. Assumes
conversion of the Loans at a price equal to a 40% discount to the average closing prices of the Company’s ordinary shares during
the five trading days preceding June 12, 2023. Includes ordinary shares of the Issuer issuable upon conversion of the
Loans and ordinary shares of the Issuer subject to exercisable options that are issuable upon conversion of the Loans. |
** |
Calculated
based on 98,099,943 ordinary shares of the Issuer outstanding as of June 12, 2023. |
CUSIP
No. M6000J 101
1 |
NAME OF REPORTING PERSON: Carmel Argaman Investments Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. |
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: Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER: -0- Ordinary Shares
|
6 |
SHARED VOTING POWER: 19,046,919 Ordinary Shares*
|
7 |
SOLE DISPOSITIVE POWER: -0- Ordinary Shares
|
8 |
SHARED DISPOSITIVE POWER: 19,046,919 Ordinary Shares*
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,046,919 Ordinary Shares* |
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): 19.42%** |
12 |
TYPE OF REPORTING PERSON: PN |
* |
Issuable
upon conversion of two convertible loans (together, the “Loans”) provided by the Reporting Person to the Issuer
under convertible loan agreements between the Reporting Person and the Issuer dated February 23, 2023 and June 11, 2023. Assumes
conversion of the Loans at a price equal to a 40% discount to the average closing prices of the Company’s ordinary shares during
the five trading days preceding June 12, 2023. Includes ordinary shares of the Issuer issuable upon conversion of the
Loans and ordinary shares of the Issuer subject to exercisable options that are issuable upon conversion of the Loans. |
** |
Calculated
based on 98,099,943 ordinary shares of the Issuer outstanding as of June 12, 2023. |
CUSIP
No. M6000J 101
1 |
NAME OF REPORTING PERSON: Guy David Shantser
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable. |
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: Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER: -0- Ordinary Shares
|
6 |
SHARED VOTING POWER: 19,046,919 Ordinary Shares*
|
7 |
SOLE DISPOSITIVE POWER: -0- Ordinary Shares
|
8 |
SHARED DISPOSITIVE POWER: 19,046,919 Ordinary Shares*
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,046,919 Ordinary Shares* |
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): 19.42%** |
12 |
TYPE OF REPORTING PERSON: PN |
* |
Issuable
upon conversion of two convertible loans (together, the “Loans”) provided by the Reporting Person to the Issuer
under convertible loan agreements between the Reporting Person and the Issuer dated February 23, 2023 and June 11, 2023. Assumes
conversion of the Loans at a price equal to a 40% discount to the average closing prices of the Company’s ordinary shares during
the five trading days preceding June 12, 2023. Includes ordinary shares of the Issuer issuable upon conversion of the
Loans and ordinary shares of the Issuer subject to exercisable options that are issuable upon conversion of the Loans. |
** |
Calculated
based on 98,099,943 ordinary shares of the Issuer outstanding as of June 12, 2023. |
CUSIP
No. M6000J 101
Item
1.
|
(a) |
Name
of Issuer: HUB Cyber Security Ltd.. |
|
(b) |
Address
of Issuer’s Principal Executive Offices: |
17
Rothschild Blvd., Tel Aviv 6688120, Israel
Item
2.
|
(a) |
Name
of Person Filing: |
Shayna
L.P., a limited partnership organized under the laws of the Cayman Islands.
Carmel
Argaman Investments Ltd. (“Carmel”), a company organized under the laws of the State of Israel, wholly-owned by Guy
David Shantser. Carmel serves as the general partner of Shayna L.P.
Guy
David Shantser, a citizen of the State of Israel.
I.R.S.
Identification No. of above person (entities only): N/A
|
(b) |
Address
of Principal Business Office or, if none, Residence: |
The
principal place of business for each of the Reporting Persons is 148 Golomov Street, Jerusalem, Israel
|
(c) |
Citizenship:
See (a) above. |
|
(d) |
Title
of Class of Securities: Ordinary Shares, no par value per share (“Ordinary Shares”) |
|
(e) |
CUSIP
Number: M6000J 101 |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: |
The
Reporting Persons may be deemed to beneficially own 19,046,919 Ordinary Shares
The
Reporting Persons may be deemed to beneficially own 19.42% of the outstanding Ordinary Shares (based on 98,099,943 Ordinary Shares of
the Issuer outstanding as of June 12, 2023)
|
(c) |
Number
of shares as to which person has: |
|
(i) |
Sole
power to vote or to direct the vote: See Item 5 of each cover page. |
|
(ii) |
Shared
power to vote or to direct the vote: See Item 6 of each cover page. |
|
(iii) |
Sole
power to dispose or to direct the disposition of: See Item 7 of each cover page. |
|
(iv) |
Shared
power to dispose or to direct the disposition of: See Item 8 of each cover page. |
CUSIP
No. M6000J 101
Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐
Item
6. |
Ownership
of More than Five 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 |
Not
applicable.
Item
8. |
Identification
and Classification of Members of the Group |
Not
applicable.
Item
9. |
Notice
of Dissolution of Group |
Not
applicable.
By
signing below each of the Reporting Person certifies that, to the best of its 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
CUSIP
No. M6000J 101
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true,
complete and correct.
Date:
July 5, 2023
|
Shayna L.P. |
|
By: Carmel Argaman Investments Ltd., general partner |
|
|
|
By: |
/s/ Guy David Shantser |
|
Name: |
Guy David Shantser |
|
Title: |
Chief Executive Officer |
|
|
|
Carmel Argaman Investments Ltd. |
|
|
|
By: |
/s/ Guy David Shantser |
|
Name: |
Guy David Shantser |
|
Title: |
Chief Executive Officer |
|
|
|
Guy David Shantser |
|
|
|
By: |
/s/ Guy David Shantser |
|
Name: |
Guy David Shantser |
CUSIP
No. M6000J 101
Exhibit
99.1
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing
the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of HUB Cyber
Security Ltd. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each
of them of such a statement on Schedule 13G and any amendments thereto with respect to Ordinary Shares, no par value per share, of HUB
Cyber Security Ltd. beneficially owned by each of them.
Date:
July 5, 2023
|
Shayna L.P. |
|
By: Carmel Argaman Investments Ltd., general partner |
|
|
|
By: |
/s/ Guy David Shantser |
|
Name: |
Guy David Shantser |
|
Title: |
Chief Executive Officer |
|
|
|
Carmel Argaman Investments Ltd. |
|
|
|
By: |
/s/ Guy David Shantser |
|
Name: |
Guy David Shantser |
|
Title: |
Chief Executive Officer |
|
|
|
Guy David Shantser |
|
|
|
By: |
/s/ Guy David Shantser |
|
Name: |
Guy David Shantser |
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