Hub Cyber Security Ltd. Amends Passive Investment Disclosure (Schedule 13G/A) – HUBC SEC Filing

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Key Takeaways

  • Jon Matthew Walden, an Arizona resident, filed a Schedule 13D indicating beneficial ownership of 128,022 ordinary shares of Hub Cyber Security Ltd.
  • The holding represents approximately 9.9 % of the issuer’s outstanding ordinary‑share class.
  • Walden possesses sole voting power and sole dispositive power over all of these shares; there is no shared voting or dispositive authority.
  • The filing was made on May 27, 2026, and includes the required certifications that the information is true, complete, and correct.
  • As a holder of just under 10 % of the class, Walden is subject to the reporting obligations of Section 13(d) of the Securities Exchange Act of 1934 but is not required to file a Form 13G (which applies to passive investors holding less than 20 % and not seeking to influence control).
  • The disclosure alerts other shareholders and the market to a potentially influential stake, though the filing does not indicate any immediate intent to acquire additional shares or to seek corporate control.

Introduction and Context
On May 27, 2026, Jon Matthew Walden submitted a Schedule 13D to the U.S. Securities and Exchange Commission (SEC) disclosing his beneficial ownership of ordinary shares in Hub Cyber Security Ltd., an Israeli‑based cybersecurity technology firm. The Schedule 13D is the primary vehicle used by individuals or entities that acquire more than 5 % of a class of a reporting company’s equity securities with the purpose, or potential purpose, of influencing the company’s management, policies, or corporate actions. The filing provides transparency to other shareholders and the public about who holds significant stakes and what rights they possess over those shares.

Details of the Filing
The document begins with standard identification fields: the reporting person’s name (Jon Matthew Walden), his address in Phoenix, Arizona, and his citizenship (Arizona, United States). It also lists the issuer’s full legal name—Hub Cyber Security Ltd.—and the address of its principal executive offices in Tel Aviv, Israel. The CUSIP number supplied (M6000J184) uniquely identifies the class of ordinary shares to which the filing pertains. These administrative details ensure that the SEC and market participants can correctly associate the disclosure with the correct security and reporting entity.

Shareholding Specifics
According to the form, Walden beneficially owns 128,022 ordinary shares of Hub Cyber Security. Beneficial ownership, as defined by SEC rules, includes shares that a person holds directly or indirectly through arrangements such as trusts, partnerships, or other entities where they have the power to vote or dispose of the shares. The form explicitly states that the number reported excludes no shares; the checkbox for “excludes certain shares” is left unchecked, confirming that the full 128,022 shares are counted.

Voting and Dispositive Power
Walden’s filing indicates that he holds sole voting power over all 128,022 shares, meaning he can unilaterally decide how those shares are voted in any shareholder meeting or written consent action. Correspondingly, he also possesses sole dispositive power, granting him exclusive authority to sell, transfer, or otherwise dispose of the shares. The form reports zero shared voting power and zero shared dispositive power, underscoring that no other party shares these rights with Walden regarding this particular holding.

Percent Ownership Implications
The 128,022 shares constitute 9.9 % of Hub Cyber Security’s outstanding ordinary‑share class. Holding just under the 10 % threshold is notable because it places Walden just below the level at which certain additional reporting or governance triggers might apply (e.g., some corporations’ bylaws impose super‑majority voting requirements for actions affecting shareholders owning 10 % or more). While still a substantial stake, the percentage does not automatically confer control‑level influence, but it does give Walden a significant voice in matters requiring shareholder approval, such as election of directors, approval of mergers, or amendments to the charter.

Regulatory Framework (Schedule 13D)
The filing is made pursuant to Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d‑1 thereunder, which mandates that 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, unless they qualify for an exemption (such as the passive investment exemption allowing a Form 13G). The Schedule 13D requires detailed information about the purpose of the acquisition, any plans or proposals that could affect the issuer, and the source of funds used for the purchase. In Walden’s case, the form includes a certification that the information is true and complete, but it does not disclose any specific intentions to change Hub Cyber Security’s management or corporate strategy, suggesting a passive investment posture.

Potential Impact on Hub Cyber Security
A nearly 10 % stake held by a single investor can affect the company’s dynamics in several ways. First, Walden could influence the outcome of shareholder votes, especially on closely contested matters. Second, the presence of a sizable, identifiable shareholder may prompt the board to engage more actively with that investor to understand their views and mitigate any potential activist pressures. Third, market participants often monitor Schedule 13D filings for signals of changing sentiment; a filing of this size might lead analysts to reassess the company’s ownership structure and consider the likelihood of future transactions involving the stake. However, absent any declared intent to seek control or to initiate corporate changes, the immediate impact may be limited to increased scrutiny rather than direct intervention.

Considerations for Investors
For other shareholders and prospective investors, Walden’s disclosure offers useful information. Knowing that nearly one‑tenth of the company is held by a single individual helps assess the concentration risk associated with the stock. High concentration can lead to greater price volatility if the holder decides to buy or sell a large block of shares. Additionally, investors may wish to track any subsequent filings (amendments to the Schedule 13D or a switch to Form 13G) that could indicate a change in Walden’s investment strategy—such as an increase beyond the 10 % threshold, a shift to active involvement, or a divestment. Awareness of these developments enables more informed decision‑making regarding entry or exit points and the evaluation of governance risks.

Conclusion
Jon Matthew Walden’s Schedule 13D filing reveals a significant, though not controlling, beneficial ownership position in Hub Cyber Security Ltd., amounting to 128,022 ordinary shares representing 9.9 % of the class. The filing confirms his sole authority to vote and dispose of those shares, satisfies the SEC’s disclosure obligations for holders exceeding the 5 % threshold, and provides transparency to the market about a potentially influential stakeholder. While the document does not signal any immediate activist intentions, the size of the holding warrants attention from the company’s board, other shareholders, and investors who monitor ownership concentrations as part of their risk and opportunity assessments. The filing serves as a reminder of the importance of timely, accurate reporting in maintaining market integrity and enabling informed investment decisions.

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