|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)
|
RISKIFIED LTD. (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
M8216R109 (CUSIP Number) |
12/31/2025 (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. | M8216R109 |
| 1 | Names of Reporting Persons
PITANGO GROWTH FUND I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,773,016.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025. The percent of class held by the Reporting Person assumes the conversion of all derivative securities held of record by the Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Reporting Person are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares, at the Reporting Person's election, on or prior to March 1, 2026.
SCHEDULE 13G
|
| CUSIP No. | M8216R109 |
| 1 | Names of Reporting Persons
Pitango Growth Principals Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
95,795.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.09 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025. The percent of class held by the Reporting Person assumes the conversion of all derivative securities held of record by the Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Reporting Person are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares, at the Reporting Person's election, on or prior to March 1, 2026.
SCHEDULE 13G
|
| CUSIP No. | M8216R109 |
| 1 | Names of Reporting Persons
Pitango G.E. Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,868,811.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025. The percent of class beneficially owned by the Reporting Person assumes the conversion of all derivative securities beneficially owned by the Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Reporting Person are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares on or prior to March 1, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
RISKIFIED LTD. | |
| (b) | Address of issuer's principal executive offices:
220 5th Avenue, 2nd Floor, New York, NY 10001 | |
| Item 2. | ||
| (a) | Name of person filing:
The following entities are filing this Amendment No. 1 (this "Amendment") to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2022 (the "Statement"):
(i) Pitango Growth Fund I, L.P.;
(ii) Pitango Growth Principals Fund I, L.P.; and
(iii) Pitango G.E. Fund I, L.P. ("Pitango G.E.").
Collectively, the entities identified in the foregoing clauses (i)-(ii) are referred to herein as the "Pitango Investing Entities", and, together with Pitango G.E., as the "Pitango Reporting Persons".
The Pitango Investing Entities directly beneficially own the Class A ordinary shares (as defined in Item 2(d) below) that are reported in this Amendment. Pitango G.E. serves as the sole general partner for each of the Pitango Investing Entities, and, consequently, possesses shared voting and dispositive power with respect to all such Class A ordinary shares that are beneficially owned by the Pitango Investing Entities.
The partners of Pitango G.E. are one individual and eight private companies that are each owned by one of the following individuals--Rami Beracha, Ayal Itzkovitz, Eyal Niv, Ittai Harel, Isaac Hillel, Rami Kalish, Aaron Mankovski, Chemi Peres and Zeev Binman (the "Pitango Principals"). The Pitango Principals may therefore be deemed to possess shared voting and dispositive power with respect to all Class A ordinary shares held by the Pitango Investing Entities. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Pitango Reporting Persons is: 2 Leonardo da Vinci St., Landmark Tower, Tel-Aviv-Yafo, 6473309, Israel | |
| (c) | Citizenship:
Please see row 4 of the cover pages of the respective Pitango Reporting Persons. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, no par value | |
| (e) | CUSIP No.:
M8216R109 | |
| 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:
Please see row 9 of the cover pages of the respective Pitango Reporting Persons. | |
| (b) | Percent of class:
Please see row 11 of the cover pages of the respective Pitango Reporting Persons. The percentages appearing on the cover pages of the respective Pitango Reporting Persons are calculated based on 104,034,048 Class A Ordinary Shares outstanding as of December 31, 2025, based on information obtained by the Reporting Persons from the Issuer. The percent of class beneficially owned by the Pitango Reporting Persons assumes the conversion of all derivative securities beneficially owned by the Pitango Reporting Persons into Class A Ordinary Shares within 60 days of December 31, 2025. All of the Class A Ordinary Shares beneficially owned by the Pitango Reporting Persons are Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible to Class A Ordinary Shares on or prior to March 1, 2026. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Please see row 5 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. All Class A ordinary shares beneficially owned by the Pitango Reporting Persons are issuable upon conversion of Class B ordinary shares. Because the Class B ordinary shares are entitled to ten votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Persons is higher than the percentage of the Class A ordinary shares beneficially owned by them. | ||
| (ii) Shared power to vote or to direct the vote:
Please see row 6 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. All Class A ordinary shares beneficially owned by the Pitango Reporting Persons are issuable upon conversion of Class B ordinary shares. Because the Class B ordinary shares are entitled to ten votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Persons is higher than the percentage of the Class A ordinary shares beneficially owned by them. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Please see row 7 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Please see row 8 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages.
The Pitango Principals possess shared voting and dispositive power with respect to all Class A ordinary shares held by the Pitango Investing Entities (and beneficially owned by the Pitango Reporting Persons), in the aggregate, and may therefore be deemed to beneficially own an aggregate of 4,868,811 Class A ordinary shares, constituting 4.5% of the issued and outstanding Class A ordinary shares. Each of the Pitango Principals disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. | ||
| 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.
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to the Statement of Beneficial Ownership on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2022) https://www.sec.gov/Archives/edgar/data/1650485/000110465922021922/tm226580d2_ex-1.htm |