As
filed with the Securities and Exchange Commission on August 25,
2022
Registration No. 333-239715
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TUFIN SOFTWARE TECHNOLOGIES LTD.
(Exact name of
registrant as specified in its charter)
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Israel
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Not
Applicable
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(State or Other
Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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5
HaShalom Road, ToHa Tower
Tel
Aviv 6789205, Israel
(Address
of Principal Executive Offices) (Zip Code)
Tufin
Software North America, Inc.
10
Summer Street, Suite 605
Boston,
Massachusetts 02110-1292
(Name and
address of agent for service)
+1
(877) 270-7711
(Telephone number, including area code, of agent for
service)
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Colin
J. Diamond, Esq.
Scott
Levi, Esq.
White
& Case LLP
1221
Avenue of the Americas
New
York, New York 10020-1095
Tel: +1
(212) 819-8200
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Dr.
Shachar Hadar, Adv.
Meitar
| Law Offices
16 Abba
Hillel Silver Rd.
Ramat
Gan 5250608, Israel
Tel:
+972-3-610-3100
Fax:
+972-3-610-3111
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Approximate date of commencement of proposed
sale to the public: Not applicable.
If only securities being registered
on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ☐
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective
amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check
the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General
Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. ☐
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933.
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Emerging growth company
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☒
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section
7(a)(2)(B) of the Securities Act. ☒
† The term “new or revised
financial accounting standard” refers to any update issued by the
Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendment is
being filed by Tufin Software Technologies Ltd., a company
organized under the laws of the State of Israel (the
“Registrant”), to withdraw from registration (i) all unsold
ordinary shares, par value NIS 0.015, of the Registrant
(“Ordinary Shares”), debt securities, rights, warrants and
units (the “Securities”) that were registered on the
Registration Statement on Form F-3 (File No. 333-239715) (the
“Registration Statement”) filed by the Registrant with the
Securities and Exchange Commission on July 6, 2020, pertaining to
registration of (i) up to $100,000,000 in the aggregate of Ordinary
Shares, debt securities, rights, warrants and units of the
Registrant from time to time in one or more offerings and (ii) the
resale by certain selling shareholders identified therein of up to
an aggregate of 13,133,358.
On April 5, 2022, the Registrant
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Talon MidCo 3 Limited, a private company
incorporated in England and Wales with company registration number
14006063 (“Parent”), and Talon Merger Sub Ltd., a company
organized under the laws of the State of Israel and a wholly owned
subsidiary of Parent (“Merger Sub”), pursuant to which
Merger Sub merged with and into the Registrant, with the Registrant
surviving the merger as a wholly owned subsidiary of Parent (the
“Merger”). Parent and Merger Sub are subsidiaries of
investment funds advised by Turn/River Capital, a U.S.-based
private equity firm. The Merger became effective on August 25,
2022.
In connection with the closing of
the Merger, the offerings of the Securities pursuant to the
Registration Statement have been terminated. Accordingly, the
Registrant hereby terminates the effectiveness of the Registration
Statement, and in accordance with undertakings made by the
Registrant in the Registration Statement to remove from
registration by means of a post-effective amendment any of the
securities that had been registered but remained unsold at the
termination of the offerings, hereby removes from registration any
and all securities registered but unsold under the Registration
Statement as of the date hereof.
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Tel Aviv, Israel,
on this 25th
day of August, 2022.
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Tufin Software
Technologies Ltd.
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By:
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/s/ Reuven Kitov
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Name: Reuven Kitov
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Title: Chief Executive Officer and
Chairman of the Board
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No other person is required to sign
this Post-Effective Amendment to the Registration Statement in
reliance upon Rule 478 of the Securities Act of 1933, as
amended.