Key Takeaways
- Steven Ronald Strauss, a Florida resident, filed a beneficial ownership report disclosing direct ownership of 120,750 ordinary shares of Hub Cyber Security Ltd. (CUSIP: m6000j1841).
- The reported stake represents 0.0% of the issuer’s outstanding ordinary shares, indicating a holding below the threshold for meaningful influence or control under SEC reporting rules.
- Strauss holds sole voting and dispositive power over all reported shares, with no shared authority, confirming unilateral control of the position.
- The filing includes a formal certification that the shares were not acquired and are not held for the purpose of influencing Hub Cyber Security’s control or management, nor in connection with any transaction aimed at altering corporate control.
- As an individual filer (not acting as part of a group, broker, bank, or other institutional entity), Strauss reports this holding as a passive investment with no affiliations triggering additional disclosure requirements under Sections 13(d) or 13(g) of the Securities Exchange Act of 1934.
Filer Identification and Reporting Basis
This document constitutes a Schedule 13D filing submitted by Steven Ronald Strauss, an individual reporting person residing at 429 Roverview Lane, Melbourne Beach, Florida 32951. The filing identifies Strauss as the sole reporting person, with no indication of acting as part of a group or on behalf of another entity. His citizenship or place of organization is specified as Florida, establishing his jurisdictional basis for the report. The document is dated June 5, 2026, and follows the standard SEC format for reporting beneficial ownership of equity securities, specifically addressing holdings in Hub Cyber Security Ltd., an Israeli company with its principal executive offices located at 2 Kaplan St., Tel Aviv, Israel 6473403. The CUSIP number provided (m6000j1841) uniquely identifies the class of securities—the ordinary shares—covered by this report. This initial section establishes the filer’s identity, contact details, and the specific security under scrutiny, fulfilling the foundational requirements of Items 1 and 2 of the Schedule 13D instructions regarding the issuer and the reporting person’s background.
Shareholding Details and Voting/Dipositive Power
The core disclosure in Item 9 of the form specifies that Steven Ronald Strauss beneficially owns exactly 120,750 ordinary shares of Hub Cyber Security Ltd. This amount is broken down under Item 5, detailing the nature of his control: he possesses sole voting power over all 120,750 shares (Item 5(i)), with zero shared voting power (Item 5(ii)). Similarly, he holds sole dispositive power—the authority to direct the sale or transfer of the shares—over the full 120,750 shares (Item 5(iii)), with no shared dispositive power (Item 5(iv)). The aggregate amount beneficially owned, confirmed in Item 9, matches this figure at 120,750 shares. This section unequivocally establishes Strauss as the sole decision-maker regarding both the voting and disposition of these shares, indicating direct, unilateral control without any intermediaries, trustees, or co-owners sharing authority over this specific holding.
Ownership Percentage and Classification Threshold
Item 5(b) explicitly states that the 120,750 shares represent 0.0% of the class of ordinary shares issued by Hub Cyber Security Ltd. This percentage, while mathematically derived from the share count relative to the total outstanding shares, is reported as 0.0% due to rounding conventions under SEC rules—typically indicating a holding of less than 0.05% of the class. This placement below the 5% threshold is critically significant, as it triggers the filing under Section 13(d) only if the holder believes the purchase was made with a purpose to influence control (which Strauss certifies against, see below). Had the stake been 5% or above, a Schedule 13D would be mandatory regardless of intent; however, at this level, the filing appears to be voluntary or precautionary, possibly related to specific transactional contexts not detailed in the form. The "0.0%" designation underscores that this holding, while numerically substantial (120,750 shares), is negligible in terms of corporate governance influence relative to the company’s total equity structure.
Exemptions and Non-Applicable Sections
Numerous sections of the Schedule 13D form are marked as "Not Applicable" in this filing, reflecting the nature of Strauss’s holding and his status as an individual investor. Item 6 (Ownership of more than 5 Percent on Behalf of Another Person) is not applicable, as he holds the shares directly and solely for his own account. Item 7 (Identification of Subsidiary Acquiring Security for Parent Company) and Item 8 (Identification of Group Members) are irrelevant, as he is neither a parent company nor part of a group. Item 9 (Notice of Dissolution of Group) similarly does not apply. Item 10 (Certifications) is the sole substantive section beyond the basic ownership data, where Strauss provides the required affirmation regarding his investment intent. This pattern of exclusions confirms that the filing is straightforward, lacking the complexity associated with corporate affiliates, investment advisers, employee benefit plans, or collaborative investor groups that would necessitate additional disclosures under the various subsections of Items 3 through 9.
Certification Regarding Investment Intent
Item 10 contains the critical certification signed by Steven Ronald Strauss, wherein he affirms, "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." More substantively, he certifies 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 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." This language directly addresses the core concern of Section 13(d) filings: preventing stealth accumulation of shares aimed at gaining corporate control. By explicitly disavowing any intent to influence Hub Cyber Security’s management, board composition, or strategic direction—and limiting any potential activity to routine shareholder nominations under Rule 14a-11—Strauss positions this holding as a passive investment. The certification, signed individually as "steven ronald strauss" with the title "individual," is a legal safeguard against allegations of undisclosed control-seeking behavior, reinforcing the 0.0% ownership figure as indicative of a truly minimal, non-influential stake.
Contextual Implications and Regulatory Significance
While the raw data presents a seemingly minimal holding (120,750 shares at 0.0%), contextual interpretation is essential. The 0.0% figure likely reflects Hub Cyber Security Ltd.’s potentially large outstanding share count—common for newer public companies or those with significant float—where even a five-figure share position registers as negligible. For instance, if the company had over 240 million shares outstanding, 120,750 shares would constitute approximately 0.05%, rounding to 0.0% in SEC filings. This filing does not suggest Strauss is an activist investor, a significant shareholder, or a party to any corporate strategy; rather, it appears to be a routine disclosure, possibly linked to employment, a specific transaction (like an option exercise), or precautionary compliance. The absence of any shared power, group affiliation, or intent to influence control, combined with the explicit certification, strongly supports the conclusion that this is a benign, passive holding. From a regulatory perspective, the filing satisfies technical obligations without raising flags for market manipulation or undisclosed concerted action, embodying the precise transparency the Williams Act (amending the Exchange Act in 1968) sought to achieve for holdings below influential thresholds but reported out of diligence or specific circumstance. The document’s brevity in narrative sections, contrasted with its precise data fields, underscores the form’s purpose: to provide clear, auditable ownership facts while leaving interpretation of intent to the certifications and surrounding market context.