| Item 1. | |
| (a) | Name of issuer:
Foresight Autonomous Holdings Ltd. |
| (b) | Address of issuer's principal executive offices:
3 GOLDA MEIR STREET, NESS ZIONA, L3, 7414001 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of Haim Siboni and Magna - B.S.P. Ltd. (the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
Rotem Industrial Park D.N. Arava,
Arava, 86800 Israel |
| (c) | Citizenship:
Israel |
| (d) | Title of class of securities:
Ordinary Shares |
| (e) | CUSIP No.:
345523203 |
| 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:
46,183,789 |
| (b) | Percent of class:
7.7% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Haim Siboni has sole power to vote or to direct the vote of the Ordinary Shares underlying options to purchase 9,113,000 Ordinary Shares exercisable within 60 days of March 31, 2025 and 2,250,000 RSUs that vest within 60 days of March 31, 2025. Haim Siboni also owns options to purchase 1,000,000 Ordinary Shares and 6,750,000 RSUs that will not vest within 60 days of March 31, 2025.
|
| | (ii) Shared power to vote or to direct the vote:
46,183,7892
|
| | (iii) Sole power to dispose or to direct the disposition of:
Haim Siboni has sole power to dispose or to direct the disposition of options to purchase 9,113,000 Ordinary Shares exercisable within 60 days of March 31, 2025 and 2,250,000 RSUs that vest within 60 days of March 31, 2025. Haim Siboni also owns 6,750,000 RSUs that will not vest within 60 days of March 31, 2025.
|
| | (iv) Shared power to dispose or to direct the disposition of:
46,183,7892
|
| 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
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Rule 13d-1(d)