Form SCHEDULE 13G NewcelX Ltd. Filed by: League Jinn Sarl
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
NewcelX Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
H5835A109 (CUSIP Number) |
10/30/2025 (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) |
SCHEDULE 13G
|
| CUSIP No. | H5835A109 |
| 1 | Names of Reporting Persons
League Jinn Sarl | ||||||||
| 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
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
988,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Consists of (i) 968,205 common shares, par value CHF 0.05 of NewcelX Ltd. (the "Common Shares"), and (ii) 20,791 Common Shares issuable upon exercise of common warrants exercisable within 60 days of October 30, 2025, subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl.
(2) Based on 4,558,378 Common Shares issued and outstanding as of October 31, 2025, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 29, 2025.
SCHEDULE 13G
|
| CUSIP No. | H5835A109 |
| 1 | Names of Reporting Persons
Julien Ruggieri | ||||||||
| 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
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
988,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of (i) 968,205 Common Shares, and (ii) 20,791 Common Shares issuable upon exercise of common warrants exercisable within 60 days of October 30, 2025, subject to a beneficial ownership limitation of 9.99%. The beneficial ownership limitation restricts the holder of the common warrants from exercising that portion of the warrants that would result in League Jinn Sarl owning, after exercise, a number of Common Shares in excess of the beneficial ownership limitation. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl.
(2) Based on 4,558,378 Common Shares issued and outstanding as of October 31, 2025, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 29, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
NewcelX Ltd. | |
| (b) | Address of issuer's principal executive offices:
The Circle 6, Zurich, Switzerland 8058 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) League Jinn Sarl
(2) Mr. Julien Ruggieri
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The statement is being filed on behalf of the Reporting Persons. | |
| (b) | Address or principal business office or, if none, residence:
The address of the Reporting Persons is:
4-6 Rue Du Fort Rheinsheim, L-2419, Luxemburg. | |
| (c) | Citizenship:
(3) League Jinn Sarl is a corporation formed under the laws of Luxemburg.
(4) Mr. Julien Ruggieri is a citizen of Luxemburg. | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
H5835A109 | |
| 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Each Reporting Person may be deemed to beneficially own (i) 968,205 Common Shares, and (ii) 20,791 Common Shares issuable upon exercise of common warrants exercisable within 60 days of October 30, 2025. Mr. Julien Ruggieri, the sole manager of League Jinn Sarl holds voting and dispositive power over the securities held by League Jinn Sarl. | |
| (b) | Percent of class:
21.6%.
Based on 4,558,378 Common Shares issued and outstanding as of October 31, 2025, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 29, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
988,996 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
988,996 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| 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. |
| SIGNATURE | |
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.
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Exhibit Information
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1 Joint Filing Agreement dated November 13, 2025, by and between the Reporting Persons. |
ATTACHMENTS / EXHIBITS
JOINT FILING AGREEMENT DATED NOVEMBER 13, 2025, BY AND BETWEEN THE REPORTING PERSONS
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