Rail Vision Ltd. — Major Shareholding Notification 2023

Jan 13, 2023

SC 13G 1 ea171650-13glia_railvision.htm SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

Rail Vision Ltd.

(Name of Issuer)

Ordinary shares, NIS 0.01 per share

(Title of Class of Securities)

M8186D106

(CUSIP Number)

January 13, 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) |

• 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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. M8186D106 13G Page 2 of 7 Pages

| 1. | Names
of Reporting Persons L.I.A.
Pure Capital Ltd. (1) |
| --- | --- |
| 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 | Sole
Voting Power 717,450 |
| --- | --- |
| 6. | Shared
Voting Power 152.020 (2) |
| 7. | Sole
Dispositive Power 717,450 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 869,470 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.45% (3) |
| 12. | Type
of Reporting Person ( See Instructions) CO |

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| (1) | Kfir
Silberman is the officer, sole director, chairman of the board of directors and control shareholder of L.I.A. Pure Capital Ltd.
(“Pure Capital”). |
| --- | --- |
| (2) | Pursuant irrevocable proxies provided to Pure Capital. |
| (3) | Based
on a total of 15,896,040 ordinary shares, NIS 0.01 per share, of the Issuer (“Ordinary Shares”) outstanding as of January
12, 2023, as provided by the Issuer. |

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CUSIP No. M8186D106 13G Page 3 of 7 Pages

| 1. | Names
of Reporting Persons Kfir
Silberman (1) |
| --- | --- |
| 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 | Sole
Voting Power 717,450 |
| --- | --- |
| 6. | Shared
Voting Power 152.020 (2) |
| 7. | Sole
Dispositive Power 717,450 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 869,470 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.45% (3) |
| 12. | Type
of Reporting Person ( See Instructions) IN |

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| (1) | Kfir
Silberman is the officer, sole director, chairman of the board of directors and control shareholder of Pure Capital. |
| --- | --- |
| (2) | Pursuant irrevocable proxies provided to Pure Capital. |
| (3) | Based
on a total of 15,896,040 Ordinary Shares outstanding as of January 12, 2023, as provided by the Issuer. |

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CUSIP No. M8186D106 13G Page 4 of 7 Pages

| Item
1. | |
| --- | --- |
| (a) | Name
of Issuer: Rail Vision Ltd. |
| (b) | Address
of Issuer’s Principal Executive Offices: 15 Ha’Tidhar St., Ra’anana 4366517, Israel |
| Item
2. | |
| (a) | Name
of Person Filing: Pure Capital and Kfir Silberman (together, the “Reporting Persons”). |
| (b) | Address
of Principal Offices or, if None, Residence: The
address of the Reporting Persons is: 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916 |
| (c) | Citizenship:
Israel |
| (d) | Title
of Class of Securities: Ordinary Shares. |
| (e) | CUSIP
Number: M8186D106 |
| Item
3. | If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
| | Not
applicable. |

ITEM 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | As
of January 13, 2023, Pure Capital is the beneficial owner of 869,470 Ordinary Shares. |
| (b) | Percent
of class: |
| | 5.45% (1) |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or direct the vote: 717,450 Ordinary Shares |
| (ii) | Shared
power to vote or direct the vote: 152,020 |
| (iii) | Sole
power to dispose or to direct the disposition of: 717,450 Ordinary Shares |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |

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(1) Based on a total of 15,896,040 Ordinary Shares outstanding as of January 12, 2023, as provided by the Issuer.

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CUSIP No. M8186D106 13G Page 5 of 7 Pages

| 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 or Control Person. |
| --- | --- |
| | 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. | Certification. |
| | 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. |

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CUSIP No. M8186D106 13G Page 6 of 7 Pages

Exhibit Index

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Joint Filing Agreement, dated as of January 13, 2023, by and between the Reporting Persons. |

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CUSIP No. M8186D106 13G Page 7 of 7 Pages

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.

| January
13, 2023 | |
| --- | --- |
| L.I.A. PURE CAPITAL LTD. | |
| By: | /s/
Kfir Silberman |
| Name: | Kfir
Silberman |
| Title: | Authorized
Person |
| | Kfir
Silberman |
| | /s/
Kfir Silberman |

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