Key Takeaways
- Jon Matthew Walden, an individual resident of Phoenix, Arizona, filed a Schedule 13D disclosing beneficial ownership of 107,170 ordinary shares of Hub Cyber Security Ltd.
- The holding represents 8.4 % of the issuer’s outstanding ordinary‑share class.
- Walden possesses sole voting power and sole dispositive power over all 107,170 shares; there is no shared voting or dispositive power.
- The filing is a Form 13D (not a 13G), indicating that the acquisition was made with the intent to influence or affect the company’s control, management, or policies—although the filer later certifies that the shares are not held for the purpose of changing or influencing control.
- Items 5 through 10 of the schedule are marked “Not Applicable,” confirming that the stake is not held on behalf of another person, does not involve a subsidiary, group, or dissolution events, and no exemption for ≤5 % ownership applies.
- The disclosure satisfies the SEC’s requirement that any person acquiring more than 5 % of a class of equity securities must report within ten days and update thereafter.
Overview of the Filing
The document submitted is a Schedule 13D filed by Jon Matthew Walden with the U.S. Securities and Exchange Commission (SEC). Schedule 13D is the required disclosure when an individual or entity acquires beneficial ownership of more than five percent of a class of a company’s equity securities. The filing provides transparency about large shareholders, allowing other investors and the market to assess potential influence over corporate governance. In this case, the filer is a private individual rather than an institutional investor, which is noteworthy because individual investors rarely cross the 5 % threshold unless they have a significant stake or a strategic interest in the company.
Identity of the Reporting Person
Jon Matthew Walden is identified as an individual residing at 1802 East Camino de Los Ranchos, Phoenix, AZ 85022. His citizenship is listed as Arizona, indicating he is a U.S. person for SEC purposes. The filing includes his name in the “Names of Reporting Persons” field and assigns him the reporting‑person type “IN” (individual). Unlike institutional filers (e.g., banks, investment advisers, or employee benefit plans), Walden does not fall under any of the specialized categories listed in Item 3 of the schedule; therefore, none of the checkboxes for broker/dealer, bank, insurance company, investment company, investment adviser, employee benefit plan, parent holding company, savings association, church plan, non‑U.S. institution, or group are marked. This underscores that the filing stems from a personal investment position.
Details of the Securities Held
The security in question is the ordinary share of Hub Cyber Security Ltd., an Israeli‑based cybersecurity firm headquartered at 2 Kaplan St., Tel Aviv, Israel, 6473403. The CUSIP assigned to these shares is M6000J1841, a unique identifier used for clearing and settlement in the U.S. market. According to the filing, Walden beneficially owns 107,170 of these ordinary shares.
Beneficial ownership, as defined by the SEC, includes shares over which the person has the power to vote or direct the voting, and/or the power to dispose of or direct the disposition of the shares, regardless of whether the title is held directly or through a nominee, trust, or other arrangement. In Walden’s case, the shares are held directly, as evidenced by the sole voting and dispositive powers reported.
Percentage of Class and Share Count Context
The 107,170 shares correspond to 8.4 % of the outstanding ordinary‑share class of Hub Cyber Security Ltd. This percentage is calculated by dividing the number of shares beneficially owned by the total number of shares outstanding for that class and multiplying by 100. An 8.4 % stake is substantial enough to give the holder a meaningful voice in shareholder matters, such as voting on director elections, executive compensation, mergers and acquisitions, and other corporate actions requiring shareholder approval.
For context, many activist investors begin to exert influence once they cross the 5 % threshold, and holdings in the 8‑12 % range often enable them to nominate directors, propose resolutions, or engage in private negotiations with the board. The size of Walden’s stake therefore places him in a category where his views could be considered material to the company’s governance, even if he later states that his intent is not to seek control.
Voting and Dispositive Power
The schedule delineates four categories of power: (i) sole power to vote or direct the vote, (ii) shared power to vote or direct the vote, (iii) sole power to dispose or direct the disposition, and (iv) shared power to dispose or direct the disposition. Walden reports:
- Sole voting power: 107,170 shares
- Shared voting power: 0 shares
- Sole dispositive power: 107,170 shares
- Shared dispositive power: 0 shares
Thus, he exercises exclusive control over both the voting and disposition of his entire holding. There is no indication that any other party shares these rights, nor that the shares are held in a joint account, trust, or similar arrangement that would split authority. This exclusivity reinforces the notion that Walden can unilaterally decide how to vote his shares and when to sell or otherwise dispose of them.
Certification of Intent (Item 10)
A critical component of the Schedule 13D is the certification in Item 10, where the filer must state, to the best of their knowledge and belief, that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, except for activities solely connected with a nomination under Rule 14a‑11 (which permits shareholders to nominate directors via a proxy access mechanism).
Walden’s certification reads:
“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.”
He further signs and dates the statement (05/11/2026). By including this certification, Walden is affirming that, despite holding an 8.4 % stake that could be construed as influential, his investment is passive in nature—i.e., he does not intend to seek board representation, push for strategic changes, or engage in activist tactics. This distinction matters because the SEC treats passive investors (who file a Schedule 13G) differently from those who may seek to influence corporate affairs (who must file a Schedule 13D). The presence of the certification does not change the filing requirement (since the threshold exceeded 5 %), but it signals to regulators and other shareholders that the holder views the position as a long‑term, non‑activist investment.
Regulatory Context and Implications
Under Section 13(d) of the Securities Exchange Act of 1934, any person who acquires beneficial ownership of more than 5 % of a class of equity securities must file a Schedule 13D within ten days of the acquisition and subsequently amend the filing upon any material change. The purpose of this rule is to provide the market with early warning of potentially significant shifts in ownership that could affect corporate control.
In Walden’s case, the filing satisfies the procedural requirements: it identifies the issuer, the reporting person, the number and percentage of shares, the nature of ownership (sole voting/dispositive), and includes the mandated certifications. Because Items 5‑10 are marked “Not Applicable,” the filing confirms that:
- The stake is not held on behalf of another person (no nominee or fiduciary arrangement).
- No subsidiary of a parent holding company acquired the shares.
- The reporting person is not part of a group acting in concert.
- There is no dissolution of a group to report.
- The holding is above the 5 % threshold, thus the exemption for ≤5 % ownership does not apply.
From an investor‑relations perspective, the disclosure alerts Hub Cyber Security’s board and other shareholders that a single individual holds a notable block of shares. While Walden has certified a non‑activist intent, the mere existence of such a stake can still influence market perception, potentially affecting the company’s share price, liquidity, and the likelihood of future activist interest.
Conclusion
The Schedule 13D filed by Jon Matthew Walden provides a clear snapshot of a significant individual investment in Hub Cyber Security Ltd. Holding 107,170 ordinary shares—equivalent to 8.4 % of the company’s outstanding ordinary‑share class—grants Walden sole voting and dispositive power over that block. Although he certifies that the shares are not held with the intention of influencing control, the size of the position nonetheless places him in a category of shareholders capable of affecting corporate governance should his intentions evolve. The filing complies with SEC disclosure rules, offering transparency to the market and ensuring that all stakeholders are aware of a potentially influential ownership stake in the cybersecurity firm.