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)




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SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares of common stock (the "Shares") of Actelis Networks, Inc. (the "Issuer") reported herein represent (i) 3,000,000 Shares held by White Lion Capital LLC ("White Lion"), and (ii) additional Shares that may be acquired by White Lion pursuant to (a) a common stock purchase agreement (the "Purchase Agreement") with an effective date of October 1, 2025, between the Issuer and White Lion, as amended pursuant to Exchange and Amendment Agreement (the "Amendment"), (b) commitment share pre-funded warrants ("Pre-Funded Warrants"), and (c) commitment share common warrants ("Common Warrants"). Under the Pre-Funded Warrants and Common Warrants, White Lion may acquire Shares (or securities convertible into or exercisable for Shares) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One of such limitations is that White Lion is prohibited from acquiring any Shares under the Pre-Funded Warrants and Common Warrants, which, when aggregated with all other Shares then beneficially owned by White Lion and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Warrant Ownership Limitation"). White Lion may increase the Warrant Ownership Limitation up to 9.99% (a) upon sixty-one (61) days prior written notice to the Issuer, or (b) upon written agreement of White Lion and the Issuer. Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, White Lion may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). For the sake of clarity, White Lion owns 3,000,000 Shares as of the date of the filing and currently has no right to acquire Shares upon exercise of outstanding Pre-Funded Warrants and Common Warrants as of the date of the filing due to the Warrant Ownership Limitation and Purchase Agreement Ownership Limitation. Solely for the purposes of Rule 13d-3 and this Schedule 13G, White Lion is filing this report to reflect that it may beneficially own Shares pursuant to the Purchase Agreement and the Pre-Funded Warrants and Common Warrants as if the Warrant Ownership Limitation was 9.99% even if, in the future, it ceases to hold the Shares it currently holds. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. (2) Calculated in accordance with Rule 13d-3 promulgated under the Exchange Act and based on 28,794,169 shares of Common Stock outstanding as of July 1, 2026.


SCHEDULE 13G



 
White Lion Capital LLC
 
Signature:/s/ Nathan Yee
Name/Title:Nathan Yee, Managing Partner
Date:07/09/2026