UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
Save Foods, Inc.
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
80512Q303
(CUSIP Number)
July 27, 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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| 1) | NAME OF REPORTING PERSON
Yaaran Investments Ltd. |
|
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3) | SEC USE ONLY
|
|
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) |
SOLE VOTING POWER
1,561,051 |
| 6) |
SHARED VOTING POWER
0 | |
| 7) |
SOLE DISPOSITIVE POWER
1,561,051 | |
| 8) |
SHARED DISPOSITIVE POWER
0 |
| 9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,051 |
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.66%(1) |
| 12) | TYPE OF REPORTING PERSON
CO |
| (1) | Percentage is calculated on the basis of 9,370,211 shares of common stock outstanding as of July 31, 2023, which amount was provided to Yaaran Investments Ltd. (the “Reporting Person”) by Save Foods, Inc. (the “Issuer”) in connection with the closing on July 27, 2023 of that certain Stock Exchange Agreement, dated July 11, 2023, as amended on July 24, 2023, by and between the Issuer, NewCo Ltd., and the Reporting Person. |
| Item 1(a). | Name of Issuer: |
Save Foods, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel, 4994500
| Item 2(a). | Name of Person Filing: |
Yaaran Investments Ltd.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Harsit 7
Sheary-Tikva, Israel, 4481000
| Item 2(c). | Citizenship: |
Yaaran Investments Ltd. is a company organized under the laws of Israel.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number: 80512Q303 |
| 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) | ☐ | Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E) | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F) | |
| (g) | ☐ | Parent Holding Company or control person in accordance with §240.13d-1(b)(1)(ii)(G) | |
| (h) | ☐ | Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under §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) | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K) |
| ITEM 4: | Ownership: |
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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
| Item 10. | Certifications. |
Not applicable.
SIGNATURE
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.
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| July 31, 2023 | ||
| By: | /s/ Shmuel Yannay | |
| Name: | Shmuel Yannay | |
| Title: | Chief Executive Officer | |