Sec Form 13D Filing - Murchinson Ltd. filing for NANO DIMENSION LTD SPONSORED A (NNDM) - 2023-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11)¹

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 7, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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).

1

NAME OF REPORTING PERSON

Murchinson Ltd.

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

7,775,000*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

7,775,000*

10

SHARED DISPOSITIVE POWER

7,775,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,550,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

CO

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

1

NAME OF REPORTING PERSON

Nomis Bay Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

4,665,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,665,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,665,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0%

14

TYPE OF REPORTING PERSON

CO

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

 

1

NAME OF REPORTING PERSON

BPY Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

3,110,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

3,110,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,110,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%

14

TYPE OF REPORTING PERSON

& #xA0;

CO

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

 

1

NAME OF REPORTING PERSON

EOM Management Ltd.

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%

14

TYPE OF REPORTING PERSON

CO

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

 

1

NAME OF REPORTING PERSON

James Keyes

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%

14

TYPE OF REPORTING PERSON

IN

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

 

1

NAME OF REPORTING PERSON

Jason Jagessar

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Trinidad and Tobago

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%

14

TYPE OF REPORTING PERSON

IN

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

 

1

NAME OF REPORTING PERSON

Chaja Carlebach

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

7,775,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,775,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%

14

TYPE OF REPORTING PERSON

IN

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

 

1

NAME OF REPORTING PERSON

Marc J. Bistricer

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

7,775,000*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

7,775,000*#

PERSON WITH

9

SOLE DISPOSITIVE POWER

7,775,000*

10

SHARED DISPOSITIVE POWER

7,775,000*#

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,550,000*#

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

IN

  

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

 

The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (the “Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 7, 2023, Murchinson Ltd. (collectively with funds it advises and/or sub-advises, “ ;Murchinson”) delivered a letter to the Board of Directors (the “Board”) of the Issuer (the “December 7 Letter”). In the December 7 Letter, Murchinson (i) informed the Issuer that it has begun the process of converting a portion of the ADSs held by Murchinson into Ordinary Shares (the “ADS Conversion”) such that, together with the Ordinary Shares already beneficially owned, Murchinson will become the holder of Ordinary Shares, representing more than 5% of the Issuer’s voting rights, (ii) stated that the costly (and, in Murchinson’s position, unnecessary) ADS Conversion is aimed at protecting the interests of shareholders and provide them with much-needed agency in running the matters of the Issuer and, in particular, once the Ordinary Shares are obtained upon completion of the ADS Conversion, Murchinson intends to demand that the Issuer call a special meeting of shareholders, and (iii) stated that, at such special meeting of shareholders, Murchinson intends to propose, among other things, a proposal to adopt a new article to the Issuer’s Articles of Association, which would require shareholders’ approval of any acquisition or equity raise of $50,000,000 or greater in size.

Murchinson further explains in the December 7 Letter that it believes that taking such steps to protect the Issuer’s shareholders is in light of, among other things, the lack of substantive responsiveness by the Board to Murchinson’s previous attempts to establish a dialogue and CEO Yoav Stern’s latest actions and statements.

To provide additional context and clarity, the Reporting Persons have also attached a letter that Murchinson sent to the independent members of the Board, dated November 9, 2023 (the “November 9 Letter”), which includes the voting results from the Issuer’s annual general meeting held on September 7, 2023. Following the November 9 Letter, Murchinson forwarded a series of emails to the Board on November 13, 2023, which were sent by Mr. Stern to Murchinson’s legal counsel on August 29, 2023 (the “August Correspondence”).

The foregoing descriptions of the December 7 Letter, the November 9 Letter and the August Correspondence do not purport to be complete and are qualified in their entirety by reference to the December 7 Letter, the November 9 Letter and the August Correspondence, which are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

December 7 Letter, November 9 Letter and August Correspondence.

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2023

	Nomis Bay Ltd
	By:	/s/ James Keyes
		Name:	James Keyes
		Title:	Director

 

 

	BPY Limited
	By:	/s/ James Keyes
		Name:	James Keyes
		Title:	Director

 

 

	EOM Management Ltd.
	By:	/s/ Chaja Carlebach
		Name:	Chaja Carlebach
		Title:	Director

 

 

	Murchinson Ltd.
	By:	/s/ Marc J. Bistricer
		Name:	Marc J. Bistricer
		Title:	Chief Executive Officer

 

 

	/s/ James Keyes
	James Keyes

 

 

	/s/ Jason Jagessar
	Jason Jagessar

 

 

	/s/ Chaja Carlebach
	Chaja Carlebach

 

 

	/s/ Marc J. Bistricer
	Marc J. Bistricer