Key Takeaways
- Hernandez Joaquin Luis, a Spanish national residing in London, filed a Schedule 13D (or 13G‑style) statement disclosing beneficial ownership of 118,047 ordinary shares of Hub Cyber Security Ltd.
- The reported stake represents 9.2 % of the issuer’s outstanding ordinary‑share class, giving the filer sole voting and dispositive power over those shares.
- No shared voting or dispositive power is indicated; the filer holds the securities solely for investment purposes and not to influence or change control of the issuer.
- The filing includes the issuer’s CUSIP (M6000J184), address in Tel Aviv, and the filer’s contact details (Unit 168154, PO Box 6945, London W1A 6US).
- A certification attests that the shares were not acquired with the intent to affect corporate control, nor are they held in connection with any transaction aimed at doing so, except for permissible activities related to a nomination under § 240.14a‑11.
Overview of the Filing
This document is a beneficial‑ownership statement submitted under the Securities Exchange Act of 1934, specifically referencing the reporting requirements of §§ 240.13d‑1(b) or 240.13d‑2(b) or (c). The filer, Hernandez Joaquin Luis, is an individual investor who is not acting as a broker, dealer, bank, insurance company, investment company, investment adviser, employee benefit plan, parent holding company, savings association, church plan, or non‑U.S. institution. Consequently, the filing is made in his personal capacity as an individual reporting person.
Identity of the Reporting Person
Hernandez Joaquin Luis is a citizen of Spain. His principal business office or residence is listed as Unit 168154, PO Box 6945, London, W1A 6US, United Kingdom. The filing provides his full name and confirms that he is acting alone; there is no indication that he is part of a group or acting on behalf of another entity.
Details of the Issuer
The issuer of the securities in question is Hub Cyber Security Ltd., an Israeli company whose principal executive offices are located at 2 Kaplan St., Tel Aviv, Israel, 6473403. The class of securities involved is the company’s Ordinary Shares. The CUSIP number assigned to these shares is M6000J184, which uniquely identifies the security in clearing and settlement systems.
Description of the Securities Owned
The filer reports beneficial ownership of 118,047 ordinary shares of Hub Cyber Security Ltd. This quantity reflects the total number of shares over which Hernandez Joaquin Luis exercises both voting and dispositive authority. The filing explicitly states that the filer holds sole power to vote (118,047 shares) and sole power to dispose (118,047 shares). No shared voting or dispositive power is reported, indicating that the filer does not co‑own or co‑control these shares with any other party.
Ownership Percentage and Calculation
The 118,047 shares constitute 9.2 % of the outstanding ordinary‑share class of Hub Cyber Security Ltd. This percentage is derived by dividing the number of shares beneficially owned by the total shares outstanding (as of the filing date) and multiplying by 100. The filing notes that the aggregate amount beneficially owned excludes any shares that might be subject to certain exemptions or exclusions, but in this case no such exclusions apply (the checkbox for excluding certain shares remains unchecked).
Voting and Dispositive Power Details
- Sole Voting Power: 118,047 shares
- Shared Voting Power: 0 shares
- Sole Dispositive Power: 118,047 shares
- Shared Dispositive Power: 0 shares
These figures reinforce that the filer retains full, unilateral control over the decision‑making rights attached to the shares, without any need to consult or coordinate with other holders.
Purpose of the Acquisition and Certification
In Item 10 of the filing, Hernandez Joaquin Luis provides a certification that, to the best of his knowledge and belief, the securities were not acquired and are not held for the purpose of, or with the effect of, changing or influencing the control of Hub Cyber Security Ltd. The certification further states that the shares are not held in connection with, or as a participant in, any transaction having that purpose or effect, except for activities solely related to a nomination under § 240.14a‑11 (which pertains to shareholder proposals and director nominations). The filer signs the statement, affirming its truthfulness, completeness, and correctness after reasonable inquiry.
Implications for the Issuer and Market
A 9.2 % stake, while below the typical threshold that would trigger a mandatory tender offer or change‑of‑control review in many jurisdictions, is nevertheless a significant minority position. Such a holding can give the investor influence over corporate governance matters, including the ability to:
- Vote on director elections, mergers, acquisitions, and other substantive corporate actions.
- Potentially nominate candidates for the board under § 240.14a‑11, assuming procedural requirements are met.
- Engage in private discussions with management or other shareholders regarding strategic direction, capital allocation, or operational performance.
Because the filer asserts sole voting and dispositive power and denies any intent to affect control, the market may interpret the position as a passive, long‑term investment rather than an activist stance. Nonetheless, the size of the holding warrants monitoring for any shifts in voting alliances or future filings that could indicate a change in strategy.
Conclusion
The Schedule 13D (or 13G‑style) filing by Hernandez Joaquin Luis transparently discloses a substantial beneficial ownership interest in Hub Cyber Security Ltd. The filer, a Spanish individual based in London, holds 118,047 ordinary shares—representing 9.2 % of the class—with exclusive voting and dispositive control. The accompanying certification emphasizes that the shares are held purely for investment purposes and not to sway corporate control, save for permissible nomination‑related activities. This information provides investors, regulators, and the company itself with a clear picture of a notable shareholder whose influence, while currently non‑controlling, could become relevant in future governance decisions or strategic developments at Hub Cyber Security Ltd.