Form SC 13G - Statement of acquisition of beneficial ownership by individuals

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

MIND C.T.I. LTD.

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.01 per share

(Title of Class of Securities)

M70240102

(CUSIP Number)

August 15, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	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).

CUSIP No. M70240102

Schedule 13G

1.	Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities Only) A-6684 Ltd. / I.R.S. Identification No. Not Applicable
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☒ (b) ☐
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Israel

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

955,000

Sole Dispositive Power

Shared Dispositive Power

955,000

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 955,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 4.75%
12.	Type of Reporting Person (see instructions) CO;HC

CUSIP No. M70240102

Schedule 13G

1.	Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities Only) A-6684 Capital Ltd. / I.R.S. Identification No. Not Applicable
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☒ (b) ☐
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Israel

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

17,000

Sole Dispositive Power

Shared Dispositive Power

17,000

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 0.08%
12.	Type of Reporting Person (see instructions) CO

CUSIP No. M70240102

Schedule 13G

1.	Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities Only) Holland Moran Ltd. / I.R.S. Identification No. Not Applicable
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☒ (b) ☐
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Israel

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

45,000

Sole Dispositive Power

Shared Dispositive Power

45,000

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 45,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 0.22%
12.	Type of Reporting Person (see instructions) CO

CUSIP No. M70240102

Schedule 13G

1.	Name of Reporting Persons / I.R.S. Identification Nos. Of Persons (Entities Only) Mordechai Rapaport
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☒ (b) ☐
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,017,000

Sole Dispositive Power

Shared Dispositive Power

1,017,000

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,017,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 5.05%
12.	Type of Reporting Person (see instructions) IN; HC

Item 1.

(a) Name of Issuer: The name of the issuer is MIND C.T.I. LTD. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices: The Issuer is a corporation organized under the laws of Israel with principal executive offices at 2 HaCarmel Street, Yoqneam, 2066724, Israel.

Item 2.

(a) Name of Person Filing: The names of the person filing are:

(i) A-6684 Ltd. (“A-6684”) is the sole owner of Holland.

(ii) A-6684 Capital Ltd. (“A-6684 Capital”).

(iii) Holland Moran Ltd. (“Holland”).

(iv) Mordechai Rapaport (“Mr. Rapaport”) is the sole owner of A-6684 Capital and, through various investment vehicles controls, A-6884 and Holland.

(b) Address of Principal Business Office, or if None, Residence:

(i) The principal executive office of A-6684 is Mikha 24, Tel Aviv, 6311130 Israel.

(ii) The principal executive office of A-6684 Capital is Mikha 24, Tel Aviv, 6311130 Israel.

(iii) The principal executive office of Holland is Avraham Giron 15, Yehud-Monosson, 5621729 Israel.

(iv) The principal executive office of Mr. Rapaport is Mikha 24, Tel Aviv, 6311130 Israel.

(i) A-6684 was organized in Israel.

(ii) A-6684 Capital was organized in Israel.

(iii) Holland was organized in Israel.

(iv) Mr. Rapaport is a United States citizen.

(d) Title of Class of Securities: The title of the class of securities is Ordinary Shares, nominal value NIS 0.01 per share (the “Ordinary Shares”).

(e) CUSIP Number: The CUSIP number for the Ordinary Shares is M70240102.

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

(a) Amount beneficially owned:

(i) Mr. Rapaport beneficially owns 1,017,000 Ordinary Shares through the companies that he controls as set forth in the Item 4(a) (ii) through (iv) below. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 20,124,326 Ordinary Shares issued and outstanding as reported in the Issuer’s Form 20-F/A (Amendment No. 1) filed with the U.S. Securities and Exchange Commission on March 15, 2023.

(ii) A-6684 owns 955,000 Ordinary Shares.

(iii) A-6684 Capital owns 17,000 Ordinary Shares.

(iv) Holland owns 45,000 Ordinary Shares.

(b) Percent of class:

(i) For Mr. Rapaport: 5.05%.

(ii) For A-6684: 4.75%.

(iii) For A-6684 Capital: 0.08%.

(iv) For Holland: 0.22%.

(i) Sole power to vote or to direct the vote:

(A) For Mr. Rapaport: 0 Ordinary Shares.

(B) For A-6684: 0 Ordinary Shares.

(D) For Holland: 0 Ordinary Shares.

(ii) Shared power to vote or to direct the vote:

(A) For Mr. Rapaport: 1,017,000 Ordinary Shares.

(B) For A-6684: 955,000 Ordinary Shares.

(D) For Holland: 45,000 Ordinary Shares.

(iii) Sole power to dispose or to direct the disposition:

(A) For Mr. Rapaport: 0 Ordinary Shares.

(B) For A-6684: 0 Ordinary Shares.

(D) For Holland: 0 Ordinary Shares.

(iv) Shared power to dispose or to direct the disposition:

(A) For Mr. Rapaport: 1,017,000 Ordinary Shares.

(B) For A-6684: 955,000 Ordinary Shares.

(D) For Holland: 45,000 Ordinary Shares.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Exhibit A attached..

Item 8. Identification and Classification of Members of the Group

The members of the group are A-6684, A-6684 Capital, Holland Moran and Mr. Rapaport.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

SIGNATURES

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.

Dated: September 29, 2023

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport

	A-6684 Ltd.

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport
		Chairman & CEO

	A-6684 Capital Ltd.

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport
		Sole Owner and CEO

	Holland Moran Ltd.

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport
		Chairman

EXHIBIT INDEX

Exhibit A:		Identification of Relevant Subsidiary

Exhibit 99.1:		Joint Filing Agreement, dated September 29, 2023 by and among Mr. Mordechai Rapaport, A-6684 Ltd., Holland Moran Ltd. and A-6684 Capital Ltd.

EXHIBIT A

Identification of Relevant Subsidiary

A-6684 Ltd. is the parent holding company of, and holds 100% of the equity interests in, Holland Moran Ltd. Both entities are companies organized under the laws of Israel.

Exhibit 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: September 29, 2023

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport

	A-6684 Ltd.

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport
		Chairman & CEO

	A-6684 Capital Ltd.

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport
		Sole Owner and CEO

	Holland Moran Ltd.

	By:	/s/ Mordechai Rapaport
		Mordechai Rapaport
		Chairman