Amendment: SEC Form SCHEDULE 13D/A filed by eToro Group Ltd.
$ETOR
Investment Bankers/Brokers/Service
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
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 Chief Financial Officer, 200 Clarendon Street, Floor 59 Boston, MA, 02116 617-830-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/24/2026 (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
5,338,511.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 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 below)) and consist of 5,338,511 Class A Common Shares. SMP II GP (as defined in Item 2(a) 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, and held of record by, SC II and SCFF II (as defined in Item 2(a) of the Original 13D) in connection with the Conversion (as defined in the Original 13D) of Class B Common Shares.
SCHEDULE 13D
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| 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
34,920.00 | ||||||||
| 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 34,920 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 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 of Class B Common Shares.
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
5,373,341.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 5,338,511 Class A Common Shares held of record by SC II and (ii) 34,920 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 of Class B Common Shares.
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
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
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
5,375,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 5,338,511 Class A Common Shares held of record by SC II, (ii) 34,920 Class A Common Shares held of record by SCFF II, and (iii) 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 50,276,000 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 of Class B Common Shares.
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. 2 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on May 21, 2025 and amended by that Amendment No. 1 filed by the Reporting Persons with the SEC on November 13, 2025 (collectively, 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 information set forth in Item 2(b) of the Original 13D is incorporated herein by reference. | |
| (c) | The information set forth in Item 2(c) of the Original 13D is incorporated herein by reference. | |
| (d) | The information set forth in Item 2(d) of the Original 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 2(e) of the Original 13D is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(f) of the Original 13D is incorporated herein by reference. | |
| 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. 2. The information reported on such cover pages is reported as of February 24, 2026. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of February 24, 2026. | |
| (c) | On February 24, 2026, 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 February 24, 2026, SCFF II effected a pro rata distribution without additional consideration of 9,240 shares of Class A Common Shares to SMP II GP and its limited partners. On February 24, 2026, SCFF II sold 2,400 shares of Class A Common Shares at a weighted average price of $31.148 for aggregate proceeds of $74,755.20. On February 24, 2026, SMP II GP 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 February 24, 2026, 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 February 24, 2026, SCP sold 2,892 shares of Class A Common Shares at a weighted average price of $31.147 for aggregate proceeds of $90,077.12. | |
| (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. |