Amendment: SEC Form SCHEDULE 13D/A filed by eToro Group Ltd.
$ETOR
Investment Bankers/Brokers/Service
Finance
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
eToro Group Ltd. (Name of Issuer) |
Class A Common Shares, no par value per share (Title of Class of Securities) |
G32089107 (CUSIP Number) |
Alexa Lyons, CFO 200 Clarendon Street, Floor 59, Boston, MA, 02116 617-830-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/11/2025 (Date of Event Which Requires Filing of This Statement) |
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
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,118,015.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by SC II (as defined in Item 2(a) of the Original 13D (as defined in Item 1)) and consist of 7,118,015 Class A Common Shares. SMP II GP (as defined in Item 2(a) below of the Original 13D) is the general partner of SC II and may be deemed to have voting, investment and dispositive power with respect to these securities. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus (as defined in the Original 13D), plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to SC II and SCFF II (as defined in Item 2(a) below)) in connection with the conversion (the "Conversion") of Class B Common Shares held of record by SC II and SCFF II.
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital Founders' Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,560.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by SCFF II and consist of 46,560 Class A Common Shares. SMP II GP is the general partner of SCFF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in Prospectus, plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by, SC II and SCFF II in connection with the Conversion.
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Management Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,164,575.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 7,118,015 Class A Common Shares held of record by SC II and (ii) 46,560 Class A Common Shares held of record by SCFF II. SMP II GP is the general partner of each of SC II and SCFF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by, SC II and SCFF II in connection with the Conversion.
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital Growth Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital Growth Founders' Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Growth Management Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital Growth Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital Growth Founders' Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Growth Management Partners III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Spark Capital Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by Spark Capital Partners, LLC ("SCP") and consist of 2,892 Class A Common Shares. Santo Politi, a member of the Issuer's board of directors, is a managing member of SCP and may be deemed to share voting, investment and dispositive power with respect to these securities
Based on 47,225,885 Class A Common Shares, comprised of (i) 47,220,886 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus plus (ii) 2,892 Class A Common Shares held of record by SCP (as defined in Item 2(a) below), plus (iii) 2,107 Class A Common Shares held of record by Santo Politi.
SCHEDULE 13D
|
| CUSIP No. | G32089107 |
| 1 |
Name of reporting person
Santo Politi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,169,574.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 7,118,015 Class A Common Shares held of record by SC II, (ii) 46,560 Class A Common Shares held of record by SCFF II, (iii) 2,892 Class A Common Shares held of record by SCP and (iv) 2,107 Class A Common Shares held of record by Santo Politi. SMP II GP is the general partner of each of SC II and SCFF II and may be deemed to have voting, investment and dispositive power with respect to the securities held by SC II and SCFF II. Santo Politi, a member of the Issuer's board of directors, is a managing member of SMP II GP and SCP and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 50,280,999 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by SC II and SCFF II in connection with the Conversion, plus (iii) 2,892 Class A Common Shares held of record by SCP, plus (iv) 2,107 Class A Common Shares held of record by Santo Politi.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Shares, no par value per share | |
| (b) | Name of Issuer:
eToro Group Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
30 Sheshet Hayamim St., Bnei Brak,
ISRAEL
, 5120261. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on May 21, 2025 (the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed by Spark Capital II, L.P. (SC II), Spark Capital Founders' Fund II, L.P. (SCFF II), Spark Capital Growth Fund II, L.P. (SCGF II), Spark Capital Growth Founders' Fund II, L.P. (SCGFF II), Spark Capital Growth Fund III, L.P. (SCGF III), Spark Capital Growth Founders' Fund III, L.P. (SCGFF III), Spark Management Partners II, LLC (SMP II GP), Spark Growth Management Partners II, LLC (SGMP II GP), Spark Growth Management Partners III, LLC (SGMP III GP), Spark Capital Partners, LLC (SCP, and together with SC II, SCFF II, SCGF II, SCGFF II, SCGF III, SCGFF III, SMP II GP, SGMP II GP, and SGMP III GP, the Reporting Entities) and Santo Politi (the Reporting Individual), a member of the Issuer's board of directors. The Reporting Entities and Reporting Individual are collectively referred to as the Reporting Persons. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, if any, other than those securities reported herein as being held directly by such Reporting Person. | |
| (b) | The principal business address of each of the Reporting Persons named in Item 2(a) is 200 Clarendon Street, Floor 59, Boston, MA 02116. | |
| (c) | Each of the Reporting Entities is a venture capital investment entity. Mr. Politi is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes and is a managing member of each of SCP, SMP II GP, SGMP II GP, and SGMP III GP. | |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of SCP, SMP II GP, SGMP II GP, and SGMPIII GP is a limited liability company organized under the laws of the State of Delaware. Each of SC II, SCFF II, SCGF II, SCGFF II, SCGF III and SCGFF III (the Spark Funds) is a limited partnership organized under the laws of the State of Delaware. Mr. Politi is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original 13D is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Amendment No. 1. The information reported on such cover pages is reported as of November 11, 2025. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 1. The information reported on such cover pages is reported as of November 11, 2025. | |
| (c) | Immediately prior to November 11, 2025, each Spark Fund converted its respective shares of Class B Common Shares as reported on the Original 13D to Class A Common Shares. On November 11, 2025, SC II effected a pro rata distribution without additional consideration of 1,779,504 shares of Class A Common Shares to SMP II GP and its limited partners. On November 11, 2025, SCFF II effected a pro rata distribution without additional consideration of 11,640 shares of Class A Common Shares to SMP II GP and its limited partners. On November 11, 2025, SMP II GP then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distributions from SC II and SCFF II to its members, including SCP. On November 11, 2025, as a result of the pro rata distribution described in the immediately preceding sentence, SCP became the holder of record of 2,892 shares of Class A Common Shares. On November 11, 2025, SCGF II effected a pro rata distribution without additional consideration of 374,738 shares of Class A Common Shares to SGMP II GP and its limited partners. On November 11, 2025, SCGFF II effected a pro rata distribution without additional consideration of 4,206 shares of Class A Common Shares to SGMP II GP and its limited partners. On November 11, 2025, SGMP II GP then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distributions from SCGF II and SCGFF II to its members. On November 11, 2025, SCGF III effected a pro rata distribution without additional consideration of 375,115 shares of Class A Common Shares to SGMP III GP and its limited partners. On November 11, 2025, SCGFF III effected a pro rata distribution without additional consideration of 3,829 shares of Class A Common Shares to SGMP III GP and its limited partners. On November 11, 2025, SGMP III GP then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distributions from SCGF III and SCGFF III to its members. | |
| (d) | The information set forth in Item 5(d) of the Original 13D is incorporated herein by reference. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Original 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
N/A | ||
| 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.
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Comments accompanying signature:
Signed pursuant to a Power of Attorney already on file with the appropriate agencies. |