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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
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Magic Software Enterprises Ltd. (Name of Issuer) |
Ordinary Shares, NIS 0.1 par value (Title of Class of Securities) |
559166103 (CUSIP Number) |
Asaf Berenstin Formula Systems (1985) Ltd., Terminal Center, 1 Yahadut Canada Street Or-Yehuda, L3, 6037501 972-3-5389389 (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
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| CUSIP No. | 559166103 |
| 1 |
Name of reporting person
Formula Systems (1985) Ltd. | ||||||||
| 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
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,099,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This beneficial ownership percentage was calculated on the basis of 49,099,305 outstanding Ordinary Shares of the Issuer as of February 24, 2026, which outstanding share information was provided to the Reporting Persons by the Issuer in response to the inquiry of the Reporting Persons. Based on indirect ownership as a result of deemed control of Matrix IT Ltd.
SCHEDULE 13D
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| CUSIP No. | 559166103 |
| 1 |
Name of reporting person
Matrix IT Ltd. | ||||||||
| 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
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,099,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This beneficial ownership percentage was calculated on the basis of 49,099,305 outstanding Ordinary Shares of the Issuer as of February 24, 2026, which outstanding share information was provided to the Reporting Persons by the Issuer in response to the inquiry of the Reporting Persons.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, NIS 0.1 par value | |
| (b) | Name of Issuer:
Magic Software Enterprises Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Yahadut Canada 1 Street, Or Yehuda,
ISRAEL
, 6037501. | |
Item 1 Comment:
This Amendment No. 20 (this "Amendment No. 20") to the Statement of Beneficial Ownership on Schedule 13D (the "Statement"), which Statement was last amended by Amendment No. 19 thereto, filed on May 23, 2022 ("Amendment No. 19"), is being filed by the Reporting Persons (as defined in Item 2 below), in respect of its holdings of ordinary shares, par value NIS 0.1 per share ("Ordinary Shares") of Magic Software Enterprises Ltd. ("Magic" or the "Issuer").
The Issuer is an Israeli company, whose principal executive offices are located at Yahadut Canada 1 Street, Or Yehuda 6037501, Israel.
This Amendment No. 20 is being filed by the Reporting Persons to update the Statement to reflect changes to the beneficial ownership by the Reporting Persons of Ordinary Shares relative to the amount set forth in Amendment No. 19. On February 24, 2026, the Issuer was merged in a reverse triangular merger with Matix IT Ltd. ("Matrix"), an Israeli corporation, and became a wholly-owned subsidiary of Matrix. Since Formula (as defined below) holds 47.67% of Matrix, it may be deemed to control Matrix. As a result, Formula's beneficial ownership percentage of the outstanding Ordinary Shares has increased from 45.3% (as reported in Amendment No. 19) to 100%. | ||
| Item 2. | Identity and Background | |
| (a) | The name of the original reporting corporation is Formula Systems (1985) Ltd. ("Formula"), which is organized under the laws of the State of Israel. | |
| (b) | Formula's principal office is located at Yahadut Canada 1 Street, Or Yehuda 6037501, Israel.
Formula is a global information technology group whose principal business is engaging, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions, and developing proprietary software products.
Matrix IT Ltd. is a company organized under the laws of the State of Israel.
Matrix's principal office is located at 3 Atir Yeda Kfar Saba 4464303 Israel Matrix, together with its subsidiaries, is a company operating in the fields of Information Technology (IT) Solutions and Services, Consulting, and Management in Israel and overseas. | |
| (c) | Formula and Matrix together are the "Reporting Persons." | |
| (d) | There are no criminal convictions or civil judgments or injunctions to report under Item 2(d) or (e) of Schedule 13D. | |
| (e) | Asseco Poland S.A., or Asseco, a Polish company listed on Warsaw Stock Exchange, beneficially owns 3,958,154 ordinary shares or 25.82% of the outstanding shares of Formula. | |
| (f) | All of the below are Israeli citizens and residents.
Formula's directors and executive officers [address is c/o Yahadut Canada 1 Street, Or Yehuda 6037501, Israel]:
Guy Bernstein Chief Executive Officer
Asaf Berenstein Chief Financial Officer
Maya Solomon-Ella Chief Operational Officer
Marek Panek Chairman of the Board of Directors
Rafal Kozlowski Director
Amir Hilman External director
Ilan Regev External director
Karolina Rzonca-Bajorek Director
Gabriela Zukowicz Director
Itay Meroz Director
Matrix directors and executive officers [address is c/o 3 Atir Yeda Kfar Saba 4464303 Israel]:
o Guy Bernstein: Chairman of the Board of Directors
o Eliezer Oren: Vice Chairman of the Board
o Pinhas Greenfield: Independent Director
o Tal Barnoach: External Director
o Limor Bar On: External Director
o Moti Gutman: Chief Executive Officer
o Nevo Brenner: Chief Financial Officer
o Ranit Zexer: Chief Technology Officer | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The source of funds for the Reporting Persons' purchases reported in this Amendment No. 20 (as described in Item 1 above) was working capital. | ||
| Item 4. | Purpose of Transaction | |
Formula has acquired the Ordinary Shares of the Issuer reported in this Amendment No. 20 for long-term investment purposes. Magic and Matrix believed that the merger represented a compelling strategic opportunity, strengthening the companies' market position, expanding its capabilities, and enhancing value for shareholders.
Formula may from time to time acquire additional Ordinary Shares in the open market or in privately negotiated transactions in order to support its control position in the Issuer or otherwise.
Formula does not have any current plans to dispose of securities of the Issuer or to effect any other transaction described in Items 4(b) through (j) of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is amended and restated as follows:
Formula is the shared beneficial owner of and possesses shared voting and dispositive power with Matrix with respect to all of the 49,099,305 Ordinary Shares of Magic, which indirectly represent 100% of the total issued and outstanding Ordinary Shares of the Issuer. Formula holds 44,104,195 ordinary shares of Matrix , or 47.67% of the outstanding shares of Matrix, and can therefore be deemed to beneficially control Magic. | |
| (b) | Item 5 is amended and restated as follows:
Formula is the shared beneficial owner of and possesses shared voting and dispositive power with Matrix with respect to all of the 49,099,305 Ordinary Shares of Magic, which indirectly represent 100% of the total issued and outstanding Ordinary Shares of the Issuer. Formula holds 44,104,195 ordinary shares of Matrix, or 47.67% of the outstanding shares of Matrix, and can therefore be deemed to beneficially control Magic. | |
| (c) | None other. | |
| (d) | None | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Guy Bernstein, the Chief Executive Officer of the Issuer, is also the Chief Executive Officer of Formula and Chairman of Matrix, and owns approximately 1,797,973 Ordinary Shares or 11.73% of the outstanding shares of Formula and 88,173 ordinary shares or 0.095 % of the outstanding shares of Matrix.
Asaf Berenstin, the Chief Financial Officer of the Issuer, is also the Chief Financial Officer of Formula, and owns approximately 31,833 Ordinary Shares or 0.0021% of the outstanding shares of Formula and 22,469 ordinary shares or 0.0243 % of the outstanding shares of Matrix. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement. | ||
| 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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