If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).






SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,103,745 ADSs, representing 4,207,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Aggregate amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,371,992 ADSs, representing 4,743,984 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Aggregate amount reflects Ordinary Shares represented by ADSs, consisting of (i) 2,347,245 ADSs, representing 4,694,490 Ordinary Shares and (ii) warrants to purchase 1,500,000 ADSs, representing 3,000,000 Ordinary Shares.


SCHEDULE 13D


 
Valor BrainsWay Holdings, LLC
 
Signature:/s/ Jonathan Shulkin
Name/Title:Jonathan Shulkin, Authorized Signatory
Date:07/01/2025
 
Valor Siren Ventures II L.P.
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor Siren Partners II-A L.P.
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor Siren Partners II-B L.P.
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor SV Associates II L.P.
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor SV Capital II LLC
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor Management L.P.
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor Management LLC
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, CEO
Date:07/01/2025
 
Valor Funds Group LLC
 
Signature:/s/ Antonio J. Gracias
Name/Title:Antonio J. Gracias, Managing Member
Date:07/01/2025
 
Jonathan Shulkin
 
Signature:/s/Jonathan Shulkin
Name/Title:Jonathan Shulkin
Date:07/01/2025
 
Antonio Gracias
 
Signature:/s/Antonio J. Gracias
Name/Title:Antonio J. Gracias
Date:07/01/2025

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

AMENDMENT NO. 1 TO WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES

JOINT FILING AGREEMENT DATED AS OF JULY 1, 2025 AMONG THE REPORTING PERSONS