SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
SCHEDULE13G/A
(Amendment No. 2)
Under the Securities ExchangeAct of 1934
(Rule 13d-102)
INFORMATION TO BE INCLUDED INSTATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANTTO RULE 13d-2(b)
Under the Securities ExchangeAct of 1934
| ICECURE MEDICAL LTD. |
| (Name of Issuer) |
| |
| |
| ORDINARY SHARES, NO PAR VALUE |
| (Title of Class of Securities) |
| |
| |
| M53071136 |
| (CUSIP Number) |
| |
| |
| December 22, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuantto which this Schedule is filed:
| | o | Rule 13d-1(b) |
| | | |
| | x | Rule 13d-1(c) |
| | | |
| | o | Rule 13d-1(d) |
* The remainder of this cover pageshall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and forany subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in theremainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Actof 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisionsof the Act (however, see the Notes).
CUSIP NO. M53071136
| 1 | Name of Reporting Persons Epoch Partner Investments Limited |
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
| 3 | SEC Use only |
| 4 | Citizenship or Place of Organization BRITISH VIRGIN ISLANDS |
| Number of
Shares Beneficially
Owned by
Each Reporting
Person With: | 5 | Sole Voting Power 24,049,707 (1) |
| 6 | Shared Voting Power 0 |
| 7 | Sole Dispositive Power 24,049,707 (1) |
| 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 24,049,707 (1) |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
| 11 | Percent of Class Represented by Amount in Row (9) 52.7% (2) |
| 12 | Type of Reporting Person : CO |
| (1) | Includes 24,049,707 Ordinary Shares. |
| (2) | Based on 45,623,434 Ordinary Shares outstanding as reported in the Issuer’s prospectus dated December 21, 2022 and filed with the Securities and Exchange Commission on December 22, 2022, after giving effect to the offering as described in such prospectus. |
Item 1.
| (a) | Name of Issuer: ICECURE MEDICAL LTD. (the "Issuer"). |
| (b) | Address of Issuer’s Principal Executive Offices:
7 Ha’Eshel Street, P.O. Box 3163, Caesarea, Israel 3079504 |
Item 2.
| (a) | Name of Person Filing: |
This Statement is filed by:
(1) Epoch Partner Investments Limited
The foregoing is referred to as the "Reporting Person"in this Statement.
| (b) | Address of Principal Business Offices or, if none, Residence: |
Epoch Partner Investment Limited
SUITE 7013, 70/F TWO INTERNATIONAL
FINANCE CENTRE, CENTRAL, HONG KONG
| (c) | Place of Organization: |
BRITISH VIRGIN ISLANDS
| (d) | Title of Class of Securities: |
Ordinary Shares, no par value (the “Ordinary Shares”).
M53071136
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
See items 5-11 of the cover pages hereto for beneficial ownership,percentage of class and dispositive power of the Reporting Person.
| Item 5. | Ownership of 5 Percent or Less of a Class |
Not applicable.
| 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.
By signing below I certifythat, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of orwith the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connectionwith or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry andto the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2023
| | /s/ |  | |
| | LI HAIXIANG | |
| | DIRECTOR | |
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