SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Innoviz Technologies Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

M5R635108

(CUSIP Number)

12/31/2023

(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.

M5R635108

Names of Reporting Persons

Yahal Zilka

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 83,411.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 83,411.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

83,411.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.05 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M5R635108

Names of Reporting Persons

Modi Rosen

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M5R635108

Names of Reporting Persons

Magma Venture Partners General Partner Ltd.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M5R635108

Names of Reporting Persons

Magma Venture Capital Management IV, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M5R635108

Names of Reporting Persons

Magma Venture Capital IV CEO Fund, L.P

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M5R635108

Names of Reporting Persons

Magma Venture Capital IV, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Innoviz Technologies Ltd.

(b)

Address of issuer's principal executive offices:

5 Uri Ariav Street, Bldg. C Nitzba 300 Rosh HaAin, 4809202, Israel

Item 2.

(a)

Name of person filing:

(a) Magma Venture Capital IV CEO Fund, L.P. ("Magma IV CEO"); (b) Magma Venture Capital IV, L.P. ("Magma IV"); (c) Magma Venture Capital Management IV, L.P. ("Magma Management IV"), the sole general partner of Magma IV CEO and Magma IV; (d) Magma Venture Partners General Partner Ltd. ("Magma General Partner"), the sole general partner of Magma Management IV; (e) Yahal Zilka, the beneficial owner of 50% of the outstanding shares of Magma General Partner; (f) Modi Rosen, the beneficial owner of 50% of the outstanding shares of Magma General Partner. Magma IV CEO and Magma IV (collectively, the "Funds") directly own the Shares reported in this Amendment. Each of Magma IV CEO, Magma IV, Magma Management IV, Magma General Partner, Yahal Zilka and Modi Rosen is sometimes individually referred to herein as a "Reporting Person," and collectively they are referred to as the "Reporting Persons". This Amendment No. 3 to Schedule 13G is being filed for the sole purpose of correcting the number of ordinary shares of the Issuer held by Yahal Zilka as of December 31, 2023 (as compared to what was reported in Amendment No. 2 to the Schedule 13G, filed by the Reporting Persons on February 13, 2024). As reported herein, Yahal Zilka beneficially owned 83,411 ordinary shares, or 0.05% of the outstanding ordinary shares, as of December 31, 2023. No other changes have been made herein to the holdings of the Reporting Persons reported in Amendment No. 2.

(b)

Address or principal business office or, if none, residence:

The address of the principal business office of each of the Reporting Persons: c/o 22 Rothschild Blvd. 25th floor Tel Aviv, 6688218, Israel

(c)

Citizenship:

Magma General Partner -- Israel Magma Management IV -- Cayman Islands Magma IV CEO -- Cayman Islands Magma IV -- Cayman Islands Yahal Zilka -- Israel and United States of America Modi Rosen -- Israel

(d)

Title of class of securities:

Ordinary Shares, no par value

(e)

CUSIP No.:

M5R635108

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:

The Reporting Persons beneficially owned ordinary shares of the Issuer as follows as of December 31, 2023: Magma General Partner -- 0 ordinary shares Magma Management IV -- 0 ordinary shares Magma IV CEO -- 0 ordinary shares Magma IV -- 0 ordinary shares Yahal Zilka -- 83,411 ordinary shares Modi Rosen: 0 ordinary shares

(b)

Percent of class:

The percentages appearing in this Amendment No. 3 to Schedule 13G are based on a total of 164,890,091 ordinary shares of the Issuer issued and outstanding as of November 6, 2023, as reported by the Issuer in the proxy statement for its annual general meeting of shareholders, attached as Exhibit 99.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K furnished to the SEC on November 7, 2023. As of December 31, 2023: Magma General Partner -- 0% Magma Management IV -- 0% Magma IV CEO -- 0% Magma IV -- 0% Yahal Zilka -- 0.05% Modi Rosen: 0% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Cover Pages- Row 5.

(ii) Shared power to vote or to direct the vote:

See Cover Pages- Row 6.

(iii) Sole power to dispose or to direct the disposition of:

See Cover Pages- Row 7

(iv) Shared power to dispose or to direct the disposition of:

See Cover Pages- Row 8

Item 5.

Ownership of 5 Percent or Less of a Class.

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:

Not Applicable

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.

Yahal Zilka

Signature:	/s/ Yahal Zilka
Name/Title:	YAHAL ZILKA
Date:	04/02/2025

Modi Rosen

Signature:	/s/ Modi Rosen
Name/Title:	MODI ROSEN
Date:	04/02/2025

Magma Venture Partners General Partner Ltd.

Signature:	/s/ Yahal Zilka
Name/Title:	Yahal Zilka
Date:	04/02/2025

Signature:	/s/ Modi Rosen
Name/Title:	Modi Rosen
Date:	04/02/2025

Magma Venture Capital Management IV, L.P.

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Magma Venture Capital IV CEO Fund, L.P

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Magma Venture Capital IV, L.P.

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Exhibit Information

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to the original Schedule 13G filed by the Reporting Persons on February 8, 2022)