SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No.
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M1R95N100
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1.
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Names of Reporting Persons
iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,252,012
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,252,012
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,012
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
9.73%
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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M1R95N100
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1.
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Names of Reporting Persons
iAngels Crowd Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
6,252,012
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
6,252,012
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,012
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
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Percent of Class Represented by Amount in Row (9)
9.73%
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12.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No.
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M1R95N100
|
1.
|
Names of Reporting Persons
Mor Assia
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
3.
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SEC Use Only
|
4.
|
Citizenship or Place of Organization
Israel
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
6,252,012
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
6,252,012
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,012
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.73%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No.
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M1R95N100
|
1.
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Names of Reporting Persons
Shelly Hod Moyal
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States and Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
6,252,012
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
6,252,012
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,012
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.73%
|
14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No.
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M1R95N100
|
1.
|
Names of Reporting Persons
David Assia
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2.
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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
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
6,252,012
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
6,252,012
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,012
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.73%
|
14.
|
Type of Reporting Person (See Instructions)
IN
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Item 1(a) |
Name of Issuer |
Item 1(b) |
Address of Issuer’s Principal Executive Offices |
Item 2(a)-(b) |
Name of Person Filing; Address of Principal Business Office or, if none, Residence
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1. |
iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment (“iAngels Technologies”), Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel.
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2. |
iAngels Crowd Ltd. (“iAngels Crowd”), c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel.
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3. |
Mor Assia, c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel.
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4. |
Shelly Hod Moyal, c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel.
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5. |
David Assia, c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel.
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Item 2(c) | Citizenship |
Item 2(d) | Title of Class of Securities |
Item 2(e) | CUSIP Number |
Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Item 4 | Ownership |
(a) |
Amount beneficially owned: 6,252,012 Ordinary Shares.
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(b) |
Percent of Class: 9.73%
|
(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 6,252,012 Ordinary Shares.
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,252,012 Ordinary
Shares.
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(a) |
Amount beneficially owned: 6,252,012 Ordinary Shares. iAngels Crowd is the sole general partner of iAngels Technologies. By virtue of such
relationship, iAngels Crowd has the power to direct iAngels Technologies vote and dispose of these shares and may be deemed to share voting and investment power with respect to the of Ordinary Shares of the Issuer held by iAngels Technologies.
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(b) |
Percent of Class: 9.73%
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(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 6,252,012 Ordinary Shares
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,252,012 Ordinary
Shares
|
(a) |
Amount beneficially owned: 6,252,012 Ordinary Shares. Mor Assia is a member of the Investment Committee of iAngels Crowd, the general partner of
iAngels Technologies. By virtue of such relationships, Mor Assia may be deemed to share voting and investment power with respect to the Ordinary Shares of the Issuer held by iAngels Technologies. Mor Assia disclaims beneficial ownership of the Ordinary Shares of the Issuer held by iAngels
Technologies and iAngels Crowd, except to the extent of her pecuniary interest therein, if any.
|
(b) |
Percent of Class: 9.73%
|
(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 6,252,012 Ordinary Shares.
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,252,012 Ordinary
Shares.
|
(a) |
Amount beneficially owned: 6,252,012 Ordinary Shares. Shelly Hod Moyal is a member of the Investment Committee of iAngels Crowd, the general
partner of iAngels Technologies. By virtue of such relationships, Shelly Hod Moyal may be deemed to share voting and investment power with respect to
the Ordinary Shares of the Issuer held by iAngels Technologies. Shelly Hod Moyal disclaims beneficial ownership of the Ordinary Shares of the Issuer
held by iAngels Technologies and iAngels Crowd, except to the
extent of her pecuniary interest therein, if any.
|
(b) |
Percent of Class: 9.73%
|
(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 6,252,012 Ordinary Shares.
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,252,012 Ordinary
Shares.
|
(a) |
Amount beneficially owned: 6,252,012 Ordinary Shares. David Assia is a member of the Investment Committee of iAngels Crowd, the general partner of
iAngels Technologies. By virtue of such relationships, David Assia may be deemed to share voting and investment power with respect to the Ordinary Shares of the Issuer held by iAngels Technologies. David Assia disclaims beneficial ownership of the Ordinary Shares of the Issuer held by iAngels
Technologies and iAngels Crowd, except to the extent of his pecuniary interest therein, if any.
|
(b) |
Percent of Class: 9.73%
|
(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 6,252,012 Ordinary Shares.
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 6,252,012 Ordinary
Shares.
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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
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Item 8 |
Identification and Classification of Members of the Group
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Item 9 | Notice of Dissolution of Group |
Item 10 | Certification |
IANGELS TECHNOLOGIES LP – SERIES ARBE ROBOTICS LTD. ADVANCED INVESTMENT
BY: IANGELS CROWD LTD., ITS GENERAL PARTNER |
By:
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/S/ SHELLY HOD MOYAL
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|
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Shelly Hod Moyal
CEO
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IANGELS CROWD LTD.
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By:
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/S/ SHELLY HOD MOYAL
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Shelly Hod Moyal
CEO
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MOR ASSIA
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By:
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/S/ MOR ASSIA
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SHELLY HOD MOYAL
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By:
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/S/ SHELLY HOD MOYAL
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DAVID ASSIA
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By:
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/S/ DAVID ASSIA
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