UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 1)*
MIND C.T.I. LTD.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.01 per
share
(Title of Class of
Securities)
M70240102
(CUSIP Number)
October 2, 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 disclosures provided in a prior cover page. |
The information required on 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. M70240102 |
Schedule 13G |
| 1. |
Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities
Only)
A-6684 Ltd. / I.R.S. Identification No. 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
Israel |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
1,051,000 |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
1,051,000 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,051,000
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row 9
5.22% |
| 12. |
Type of Reporting Person (see instructions)
CO;HC
|
| CUSIP No. M70240102 |
Schedule 13G |
| 1. |
Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities
Only)
A-6684 Capital Ltd. / I.R.S. Identification No. 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
Israel |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
16,000 |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
16,000 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,000
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row 9
0.08% |
| 12. |
Type of Reporting Person (see instructions)
CO
|
| CUSIP No. M70240102 |
Schedule 13G |
| 1. |
Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities
Only)
Holland Moran Ltd. / I.R.S. Identification No. 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
Israel
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
160,000 |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
160,000 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
160,000
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row 9
0.80% |
| 12. |
Type of Reporting Person (see instructions)
CO
|
| CUSIP No. M70240102 |
Schedule 13G |
| 1. |
Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities
Only)
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 of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5. |
Sole Voting Power
|
| 6. |
Shared Voting Power
1,227,000 |
| 7. |
Sole Dispositive Power
|
| 8. |
Shared Dispositive Power
1,227,000 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,000
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row 9
6.17% |
| 12. |
Type of Reporting Person (see instructions)
IN; HC
|
Item 1.
(a) Name of Issuer: The name of the issuer is MIND C.T.I. LTD.
(the “Issuer”).
(b) Address of Issuer’s Principal Executive Offices: The
Issuer is a corporation organized under the laws of Israel with principal executive offices at 2 HaCarmel Street, Yoqneam, 2066724, Israel.
Item 2.
(a) Name of Person Filing: The names of
the person filing are:
(i) A-6684 Ltd. (“A-6684”)
is the sole owner of Holland.
(ii) A-6684 Capital Ltd. (“A-6684 Capital”).
(iii) Holland Moran Ltd. (“Holland”).
(iv) Mordechai Rapaport (“Mr. Rapaport”)
is the sole owner of A-6684 Capital and, through various investment vehicles controls, A-6884 and Holland.
(b) Address of Principal Business Office, or
if None, Residence:
(i) The principal executive office of A-6684 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
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 was organized in Israel.
(ii) A-6684 Capital was organized in Israel.
(iii) Holland was organized in Israel.
(iv) Mr. Rapaport is a United States citizen.
(d) Title of Class of Securities: The title of the class of
securities is Ordinary Shares, nominal value NIS 0.01 per share (the “Ordinary Shares”).
(e) CUSIP Number: The CUSIP number for the Ordinary Shares is
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) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned:
(i) Mr. Rapaport beneficially owns 1,017,000 Ordinary Shares through
the companies that he controls as set forth in the Item 4(a) (ii) through (iv) below. The percentages used herein and in the rest of this
Schedule 13G are calculated based upon the 20,124,326 Ordinary Shares issued and outstanding as reported in the Issuer’s Form
20-F/A (Amendment No. 1) filed with the U.S. Securities and Exchange Commission on March 15, 2023.
(ii) A-6684 owns 1,051,000 Ordinary Shares.
(iii) A-6684 Capital owns 16,000 Ordinary Shares.
(iv) Holland owns 160,000 Ordinary Shares.
(b) Percent of class:
(i) For Mr. Rapaport: 6.17%.
(ii) For A-6684: 5.22%.
(iii) For A-6684 Capital: 0.08%.
(iv) For Holland: 0.80%.
(c) Number of shares as to which the person
has:
(i) Sole power to vote
or to direct the vote:
(A) For Mr. Rapaport: 0 Ordinary
Shares.
(B) For A-6684: 0 Ordinary
Shares.
(C) For A-6684 Capital: 0
Ordinary Shares.
(D) For Holland: 0 Ordinary
Shares.
(ii) Shared power to vote
or to direct the vote:
(A) For Mr. Rapaport: 1,227,000
Ordinary Shares.
(B) For A-6684: 1,051,000
Ordinary Shares.
(C) For A-6684 Capital: 16,000
Ordinary Shares.
(D) For Holland: 160,000 Ordinary
Shares.
(iii) Sole power to dispose
or to direct the disposition:
(A) For Mr. Rapaport: 0 Ordinary
Shares.
(B) For A-6684: 0 Ordinary
Shares.
(C) For A-6684 Capital: 0
Ordinary Shares.
(D) For Holland: 0 Ordinary
Shares.
(iv) Shared power to dispose
or to direct the disposition:
(A) For Mr. Rapaport: 1,227,000
Ordinary Shares.
(B) For A-6684: 1,051,000
Ordinary Shares.
(C) For A-6684 Capital: 16,000
Ordinary Shares.
(D) For Holland: 160,000 Ordinary Shares.
Item 5. Ownership of 5 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 5 percent of the class of securities,
check the following ☐.
Item 6. Ownership of More than 5 Percent on
Behalf of Another Person.
Other than as set forth herein, no other person
has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See Exhibit A attached.
Item 8. Identification and Classification of
Members of the Group
The members of the group are A-6684, 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.
SIGNATURES
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.
Dated: February 14, 2024
| |
By: |
/s/
Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
| |
A-6684 Ltd. |
| |
|
| |
By: |
/s/ Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
Chairman & CEO |
| |
|
| |
A-6684 Capital Ltd. |
| |
|
| |
By: |
/s/ Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
Sole Owner and CEO |
| |
|
| |
Holland Moran Ltd. |
| |
|
| |
By: |
/s/ Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
Chairman |
EXHIBIT INDEX
EXHIBIT A
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.
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information
is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
Dated: February 14, 2024
| |
By: |
/s/
Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
| |
A-6684 Ltd. |
| |
|
| |
By: |
/s/ Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
Chairman & CEO |
| |
|
| |
A-6684 Capital Ltd. |
| |
|
| |
By: |
/s/ Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
Sole Owner and CEO |
| |
|
| |
Holland Moran Ltd. |
| |
|
| |
By: |
/s/ Mordechai Rapaport |
| |
|
Mordechai Rapaport |
| |
|
Chairman |
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