Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
UAS Drone Corp.
(Name of Issuer)
Common Stock $0.0001 par value
(Title of Class of Securities)
903448108
(CUSIP Number)
Nir Nave
2 Ben Gurion Street
Ramat Gan, Israel 5257334
972-74-781-1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
April 5, 2022
(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.
* 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.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Y.D More Investments Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*) (**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
CO |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000
shares of common stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000
warrants exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by
Y.D More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and outstanding as of November
9, 2023.
Page 2 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
More Provident Funds and Pension Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
20,000,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
20,000,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.89% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
CO |
(*) The securities reported herein include securities held directly as follows: 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000
shares of common stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting
agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a
wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and outstanding as of November
9, 2023.
Page 3 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B.Y.M. Mor Investments Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
CO |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000 shares of common
stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000 warrants
exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D
More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and
outstanding as of November 9, 2023.
Page 4 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eli Levy I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000 shares of common
stock, $0.0001 par value each, held directly by More Provident and Pension Funds Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000 warrants
exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D
More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and
outstanding as of November 9, 2023.
Page 5 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yosef Levy I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO / PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
600,000 (*) |
8.
|
SHARED VOTING POWER
22,500,000 (**) |
|
9.
|
SOLE DISPOSITIVE POWER
600,000 (*) |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (**) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,100,000 (*)(**)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.61% (*)(**)(***)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
(*) The securities reported herein include securities held directly as follows: 300,000 shares of common stock, $0.0001 par value each, and 300,000 warrants exercisable into 300,000 shares of common stock, $0.0001
par value each, held directly by Mr. Yosef Levy.
(**) The securities reported herein include securities held directly as follows: (i) 10,000,00
0 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000 shares of common
stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000 warrants
exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D
More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(***) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and
outstanding as of November 9, 2023.
Page 6 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Benjamin Meirov I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000 shares of common
stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000 warrants
exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D
More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and
outstanding as of November 9, 2023.
Page 7 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yosef Meirov I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and Belgium |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000 shares of common
stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000 warrants
exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D
More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and
outstanding as of November 9, 2023.
Page 8 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Meirov I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000
shares of common stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000
warrants exercisable into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by
Y.D More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with
Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and outstanding as of November
9, 2023.
Page 9 of 17
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dotan Meirov I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (see instructions)
OO |
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0 |
8.
|
SHARED VOTING POWER
22,500,000 (*) |
|
9.
|
SOLE DISPOSITIVE POWER
0 |
|
10.
|
SHARED DISPOSITIVE POWER
22,500,000 (*) |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 (*) |
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.50% (*)(**)
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
(*) The securities reported herein include securities held directly as follows: (i) 10,000,000 shares of common stock, $0.0001 par value each, and 10,000,000 warrants exercisable into 10,000,000 shares of common
stock, $0.0001 par value each, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd. and (ii) 1,250,000 shares of common stock $0.0001 par value each, and 1,250,000 warrants exercisable
into 1,250,000 shares of common stock $0.0001 par value each, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D More Investments
Ltd. Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with Michael Meirov and
Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
(**) Based on the Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and
outstanding as of November 9, 2023.
Page 10 of 17
Explanatory Note
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange
Commission (the “SEC”) on July 6, 2021 (the “Original Schedule 13D” and together with Amendment No. 1, the “Schedule 13D”), with
respect to the common stock, $0.0001 par value each (the “Common Stock”), of UAS Drone Corp., a Nevada corporation (the “Issuer”). The address of the principal
executive office of the Issuer is 10 HaRimon Street, Mevo Carmel Science and Industrial Park, Israel, 2069203. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the
Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby restated in its entirety as follows:
This Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
1) |
Y.D More Investments Ltd. (“YDM”);
|
2) |
More Provident Funds and Pension Ltd. (“MPF”);
|
3) |
B.Y.M. Mor Investments Ltd. (“BYM”);
|
4) |
Eli Levy;
|
5) |
Yosef Levy;
|
6) |
Benjamin Meirov;
|
7) |
Yosef Meirov;
|
8) |
Michael Meirov; and
|
9) |
Dotan Meirov.
|
YDM is a company organized under the laws of the State of Israel. The principal business of YDM is an investment house which manages investment portfolios, mutual funds, provident and pension funds and private
investment funds. The address of the principal office of YDM is 2 Ben-Gurion Street, Ramat Gan, Israel.
MPF is a company organized under the laws of the State of Israel. The principal business of MPF is the management of provident and pension funds. The address of the principal office of MPF is 2 Ben-Gurion Street,
Ramat Gan, Israel.
BYM is a company organized under the laws of the State of Israel. The principal business of BYM is a holding company controlled by Mr. Yosef Meirov. The address of the principal office of BYM is 23 Tuval St., Ramat
Gan, Israel.
Mr. Eli Levy is an Israeli citizen. His business address is 2 Ben-Gurion Street, Ramat Gan, Israel. Mr. Levy is currently the co-CEO of YDM and its subsidiary More Mutual Funds (2013) Ltd and a member of the board of
directors of YDM and various of its subsidiaries.
Mr. Yosef Levy is an Israeli citizen. His business address is 2 Ben-Gurion Street, Ramat Gan, Israel. Mr. Levy is currently the co-CEO of YDM, CEO of its subsidiary More Private Funds Ltd and a member of the board of
directors of YDM and various of its subsidiaries, including MPF.
Mr. Benjamin Meirov is a citizen of Israel and the United States. His home address is 32 Bazel St., Herzliya, Israel. Mr. Meirov is currently a member of the board of directors of YDM and an owner of M.I.D. House of
Diamonds Ltd. (“MID”), an Israeli company. The principal business of MID is diamonds, and the address of its principal office is 23 Tuval St., Ramat Gan, Israel.
Mr. Yosef Meirov is a citizen of Israel and Belgium. His home address is 18 Shevet Menashe St., Herzliya, Israel. Mr. Meirov is currently an owner of MID and a controlling shareholder and director of BYM.
Mr. Michael Meirov is a citizen of Israel and the United States. His home address is 20 Haeshel St., Herzliya, Israel. Mr. Meirov is currently a controlling shareholder and director of BYM.
Page 11 of 17
Mr. Dotan Meirov is a citizen of Israel and the United States. His home address is 32 Hanasi Ben Zevi St., Herzliya, Israel. Mr. Meirov is currently a Manager at MID and a controlling shareholder and director of BYM.
The information required by General Instruction C to Schedule 13D is listed in Annex A hereto and is incorporated herein by reference.
During the last five years, none of the Reporting Persons nor any person listed in Annex A (the “Related Persons”) (i) has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of securities beneficially owned by each of the Reporting Persons, as well as the number of securities as to which
each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the d
isposition of, based on the
Quarterly Report on form 10-Q filed by the Issuer on November 9, 2023, which reflects 54,218,813 shares of common stock, par value $0.0001 each, of the Issuer issued and outstanding as of November 9, 2023.
Reporting Person
|
Amount of securities beneficially
owned
|
Percent
of class
|
Sole power to vote or to direct the vote, dispose or to direct the disposition
|
Percent
of class
|
Shared power to vote or to
direct the
vote, dispose
or to direct
the
disposition
|
Percent
of Class
|
||||||||||||||||||
More Provident Funds and Pension Ltd. (1)
|
20,000,000
|
36.89
|
%
|
0
|
0
|
20,000,000
|
36.89
|
%
|
||||||||||||||||
Y.D More Investments Ltd. (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
B.Y.M. Mor Investments Ltd. (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
Eli Levy (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
Dotan Meirov (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
Benjamin Meirov (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
Yosef Meirov (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
Michael Meirov (1)(2)
|
22,500,000
|
41.50
|
%
|
0
|
0
|
22,500,000
|
41.50
|
%
|
||||||||||||||||
Yosef Levy (1)(2)(3)
|
23,100,000
|
42.61
|
%
|
600,000
|
1.11
|
%
|
22,500,000
|
41.50
|
%
|
(1) The securities reported herein include securities held directly as follows: 10,000,000 shares of Common Stock, and 10,000,000 warrants exercisable into 10,000,000 shares of Common Stock at an exercise price of
US$ 0.40 per share of Common Stock, held directly by More Provident Funds and Pension Ltd., an Israeli company controlled by Y.D More Investments Ltd.
(2) The securities reported herein include securities held directly as follows: 1,250,000 shares of Common Stock, and 1,250,000 warrants exercisable into 1,250,000 shares of Common Stock at an exercise price of US$
0.40 per share of Common Stock, held directly by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D More Investments Ltd.
(3) The securities reported herein include securities held directly as follows: 300,000 shares of common stock, $0.0001 par value each, and 300,000 warrants exercisable into 300,000 shares of common stock, $0.0001
par value each, held directly by Mr. Yosef Levy.
Page 12 of 17
Y.D More Investments Ltd. is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company which he
controls with Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
Except for Mr. Yosef Levy with respect to the securities that he holds directly, this Schedule 13D shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the
securities covered by this Schedule 13D, and each Reporting Person disclaims beneficial ownership of any such securities (except for Mr. Yosef Levy with respect to the securities that he holds directly). In addition, the Reporting Persons and
other entities named in this Schedule 13D may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an
admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13D disclaims the existence of any such
group.
(c) Except as described in Item 3, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stocks.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by addition of the following::
On April 5, 2022, each of MPF, MCI LP and Mr. Yosef Levy entered into an agreement with the Issuer extending the expiration date of the warrants that each of them holds that are exercisable into shares of Common
Stock at an exercise price of US$ 0.40 per share of Common Stock, from November 11, 2022 to November 11, 2023.
On November 1, 2023, each of MPF, MCI LP and Mr. Yosef Levy entered into an agreement with the Issuer extending the expiration date of the warrants that each of them holds that are exercisable into shares of Common
Stock at an exercise price of US$ 0.40 per share of Common Stock, from November 11, 2023 to November 11, 2024.
Except for the agreements described above and the Securities Purchase Agreements and agreements related to warrants described to in the Original Schedule 13D, none of the Reporting Persons or Related Persons has any
contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the
transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Page 13 of 17
Item 7. Material to Be Filed as Exhibits.
Exhibit
Number |
Description
|
SIGNATURE
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 28, 2024
Y.D More Investments Ltd.
|
||
/s/ Yosef Levy
|
||
By: Yosef Levy*
|
||
Title: Co-CEO
|
||
/s/ Meir Gridish
|
||
By: Meir Gridish*
|
||
Title: Chairman of the Board
|
||
More Provident Funds and Pension Ltd.
|
||
/s/ Yosef Levy
|
||
By: Yosef Levy*
|
||
Title: Director
|
||
/s/ Meir Gridish
|
||
By: Meir Gridish*
|
||
Title: Chairman of the Board
|
* Signature duly authorized by resolution of the Board of Directors and filed herewith.
B.Y.M. Mor Investments Ltd.
|
||
/s/ Meir Gridish
|
||
By: Meir Gridish
|
||
Title: Director and CEO
|
||
/s/ Eli Levy
|
||
Eli Levy
|
||
/s/ Yosef Levy
|
||
Yosef Levy
|
||
**
|
||
Name: Benjamin Meirov
|
** The undersigned, by signing his name hereto, executes this Schedule 13D/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Benjamin Meirov and filed herewith.
/s/ Meir Gridish
|
||
Name: Meir Gridish
|
||
Attorney-in-Fact
|
||
***
|
||
Name: Yosef Meirov
|
*** The undersigned, by signing his name hereto, executes this Schedule 13D/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Yosef Meirov and filed herewith.
/s/ Meir Gridish
|
||
Name: Meir Gridish
|
||
Attorney-in-Fact
|
Page 15 of 17
****
|
||
Name: Michael Meirov
|
**** The undersigned, by signing his name hereto, executes this Schedule 13D/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Michael Meirov and filed herewith.
/s/ Meir Gridish
|
||
Name: Meir Gridish
|
||
Attorney-in-Fact
|
||
*****
|
||
Name: Dotan Meirov
|
***** The undersigned, by signing his name hereto, executes this Schedule 13D/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Dotan Meirov and filed herewith.
/s/ Meir Gridish
|
||
Name: Meir Gridish
|
||
Attorney-in-Fact
|
Page 16 of 17
Annex A
Name
|
Residence / Business Address
|
Present Principal Occupation or Employment
|
Citizenship
|
|
1.
|
Meir Gridish
|
2 Ben Gurion St., Ramat Gan, Israel
|
Chairman of the board of directors of Y.D More Investments Ltd. and various of its subsidiaries, including More Provident Funds and Pension Ltd., and director
and CEO at B.Y.M. Mor Investments Ltd.
|
Israeli
|
2.
|
Relly Ariela Danon
|
9 Hazohar St., Tel Aviv, Israel
|
Independent director at Y.D More Investments Ltd. and legal counsel at Netline Communications Technologies (NCT) Ltd., a
company which provides electronic counter measures and spectrum dominance solutions.
|
Israeli
|
3.
|
Gitit Gur Gershgoren
|
Hazait 88 St, Lapid, Israel
|
Independent director at Y.D More Investments Ltd.
|
Israeli
|
4.
|
Yaron Blum
|
58 Jabutinski St., Givataim, Israel
|
External director at Y.D More Investments Ltd.
|
Israeli
|
5.
|
Ori Kissos
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP at Y.D More Investments Ltd.
|
Israeli
|
6.
|
Or Keren
|
2 Ben Gurion St., Ramat Gan, Israel
|
Chief Investment Manager at More Provident Funds and Pension Ltd.
|
Israeli
|
7.
|
Oranit Shaia
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP CFO at Y.D More Investments Ltd.
|
Israeli
|
8.
|
Nina Tzur
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP of Internal Enforcement and Risk Manager at Y.D More Investments Ltd. and various of its subsidiaries, including More Provident Funds and Pension Ltd.
|
Israeli
|
9.
|
Nir Sarfatty
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP of Research at Y.D More Investments Ltd.
|
Israeli
|
10.
|
Shani Kaufman Fogel
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP Chief Legal Counsel at Y.D More Investments Ltd. and various of its subsidiaries, including More Provident Funds and Pension Ltd.
|
Israeli
|
11.
|
Liat Davidov
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP of Operations and Investment Control at Y.D More Investments Ltd. and various of its subsidiaries.
|
Israeli
|
12.
|
Hadar Raz
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP of External Relations, Marketing and Communications at Y.D More Investments Ltd.
|
Israeli
|
13.
|
Meir Zohar Ilia
|
7 Masada St., Bnei Brak, Israel
|
Internal Auditor at Y.D More Investments Ltd.
|
Israeli
|
14.
|
Sharon Egozi
|
2 Ben Gurion St., Ramat Gan, Israel
|
VP at More Provident Funds and Pension Ltd.
|
Israeli
|
15.
|
Roy Mizrahi
|
2 Ben Gurion St., Ramat Gan, Israel
|
IT Manager at Y.D More Investments Ltd. and various of its subsidiaries, including More Provident Funds and Pension Ltd.
|
Israeli
|
16.
|
Yotav Costica
|
2 Ben Gurion St., Ramat Gan, Israel
|
Director at More Provident Funds and Pension Ltd.
|
Israeli
|
17.
|
Vered Karin
|
16 Amir Gilboa St., Tel Aviv, Israel
|
External director at More Provident Funds and Pension Ltd.
|
Israeli
|
18.
|
Yehudit Tytelman Ziedenberg
|
26 B Osishkin St., Herzliya, Israel
|
Independent director at More Provident Funds and Pension Ltd.
|
Israeli
|
19.
|
Rotem Zaidel
|
2 Ben Gurion St., Ramat Gan, Israel
|
Director at More Provident Funds and Pension Ltd.
|
Israeli
|
20.
|
Sara Benyamini
|
Anshei Bereshit 11, Bnei Zion, Israel
|
Independent director at More Provident Funds and Pension Ltd.
|
Israeli
|
21.
|
Eldad Zinman
|
2 Ben Gurion St., Ramat Gan, Israel
|
CEO at More Provident Funds and Pension Ltd.
|
Israeli
|
22.
|
Assaf Shlomo Agamy
|
23 Tuval St. Ramat Gan, Israel
|
Director at B.Y.M. Mor Investments Ltd.
|
Israeli
|
Page 17 of 17