UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Under the Securities Exchange Act of 1934
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Selina Hospitality PLC
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(Name of Issuer)
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Ordinary Shares, nominal value $0.005064
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(Title of Class of Securities)
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G8059B101
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(CUSIP Number)
|
December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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1
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NAME OF REPORTING PERSONS
Selina Growth Fund S.C.Sp.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
7,674,211
|
||
9
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SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
7,674,211
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,674,211
|
||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%(1)
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||
14
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TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
Kibbutz General Partner S.a.r.l.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,674,211
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
7,674,211
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,674,211
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%(1)
|
||
14
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TYPE OF REPORTING PERSON
OO
|
1
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NAME OF REPORTING PERSONS
Dekel Development Holding, S.a.r.l
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
15,491,847
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
15,491,847
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,491,847
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%(1)
|
||
14
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TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
Kibbutz Holding S.a.r.l.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
21,146,948
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
21,146,948
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,948
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%(1)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
Rafael Museri
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX 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
|
7
|
SOLE VOTING POWER
490,624
|
|
8
|
SHARED VOTING POWER
28,941,574
|
||
9
|
SOLE DISPOSITIVE POWER
490,624
|
||
10
|
SHARED DISPOSITIVE POWER
28,941,574
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,432,198
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%(1)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
Daniel Rudasevski
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX 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
|
7
|
SOLE VOTING POWER
482,718
|
|
8
|
SHARED VOTING POWER
28,941,574
|
||
9
|
SOLE DISPOSITIVE POWER
482,718
|
||
10
|
SHARED DISPOSITIVE POWER
28,941,574
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,424,292
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%(1)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1. | (a) |
Name of Issuer
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(b) |
Address of Issuer’s Principal Executive Offices
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Item 2. | (a) |
Name of Person Filing
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(b) |
Address of Principal Business Office or, if none, Residence
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(c) |
Citizenship
|
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Selina Growth Fund S.C.Sp.
|
Luxembourg
|
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Kibbutz General Partner S.a.r.l.
|
Luxembourg
|
|
Dekel Development Holding S.A.
|
Luxembourg
|
|
Kibbutz Holding S.a.r.l.
|
Luxembourg
|
|
Rafael Museri
|
Israel
|
|
Daniel Rudasevski
|
Israel
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(d) |
Title of Class of Securities
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(e) |
CUSIP Number
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
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Item 4.
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Ownership. |
(a) |
Amount beneficially owned:
|
|
Selina Growth Fund S.C.Sp.
|
7,674,211
|
|
Kibbutz General Partner S.a.r.l.
|
7,674,211
|
|
Dekel Development Holding S.A.
|
15,491,847
|
|
Kibbutz Holding S.a.r.l.
|
21,146,948
|
|
Rafael Museri
|
29,432,198
|
|
Daniel Rudasevski
|
29,424,292
|
(b) |
Percent of class:
|
|
Selina Growth Fund S.C.Sp.
|
8.0%
|
|
Kibbutz General Partner S.a.r.l.
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8.0%
|
|
Dekel Development Holding S.A.
|
16.1%
|
|
Kibbutz Holding S.a.r.l.
|
21.5%
|
|
Rafael Museri
|
30.4%
|
|
Daniel Rudasevski
|
30.4%
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(c) |
Number of shares as to which the person has:
|
(i) Sole power to vote or to direct the vote:
|
|
Selina Growth Fund S.C.Sp.
|
0
|
|
Kibbutz General Partner S.a.r.l.
|
0
|
|
Dekel Development Holding S.A.
|
0
|
|
Kibbutz Holding S.a.r.l.
|
0
|
|
Rafael Museri
|
490,624
|
|
Daniel Rudasevski
|
482,718
|
|
Selina Growth Fund S.C.Sp.
|
7,674,211
|
|
Kibbutz General Partner S.a.r.l.
|
7,674,211
|
|
Dekel Development Holding S.A.
|
15,491,847
|
|
Kibbutz Holding S.a.r.l.
|
21,146,948
|
|
Rafael Museri
|
28,941,574
|
|
Daniel Rudasevski
|
28,941,574
|
|
Selina Growth Fund S.C.Sp.
|
0
|
|
Kibbutz General Partner S.a.r.l.
|
0
|
|
Dekel Development Holding S.A.
|
0
|
|
Kibbutz Holding S.a.r.l.
|
0
|
|
Rafael Museri
|
490,624
|
|
Daniel Rudasevski
|
482,718
|
|
Selina Growth Fund S.C.Sp.
|
7,674,211
|
|
Kibbutz General Partner S.a.r.l.
|
7,674,211
|
|
Dekel Development Holding S.A.
|
15,491,847
|
|
Kibbutz Holding S.a.r.l.
|
21,146,948
|
|
Rafael Museri
|
28,941,574
|
|
Daniel Rudasevski
|
28,941,574
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
SELINA GROWTH S.C.SP.
|
|||||
By:
|
Kibbutz General Partner S.a.r.l.
|
||||
By:
|
/s/ Rafael Museri
|
||||
Name:
|
Rafael Museri
|
||||
Its:
|
Co-General Manager
|
||||
By:
|
/s/ Daniel Rudasevski
|
||||
Name:
|
Daniel Rudasevski
|
||||
Its:
|
Co-General Manager
|
||||
KIBBUTZ GENERAL PARTNER S.A.R.L
|
|||||
By:
|
/s/ Rafael Museri
|
||||
Name:
|
Rafael Museri
|
||||
Its:
|
Co-General Manager
|
||||
By:
|
/s/ Daniel Rudasevski
|
||||
Name:
|
Daniel Rudasevski
|
||||
Its:
|
Co-General Manager
|
||||
DEKEL DEVELOPMENT HOLDING S.A.
|
|||||
By:
|
Kibbutz Holding S.a.r.l.
|
||||
By:
|
/s/ David Galan
|
||||
Name:
|
David Galan
|
||||
Its:
|
Authorized Signatory
|
||||
KIBBUTZ HOLDING S.A.R.L.
|
|||||
By:
|
/s/ David Galan
|
||||
Name:
|
David Galan
|
||||
Its:
|
Authorized Signatory
|
||||
/s/ Rafael Museri
|
|||||
RAFAEL MUSERI
|
|||||
/s/ Daniel Rudasevski
|
|||||
DANIEL RUDASEVSKI
|