[SCHEDULE 13G] eToro Group Ltd. SEC Filing

Rhea-AI Filing Summary

Andalusian Private Capital, LP, Andalusian SPV III, LP and Turkoman Partners, LP filed a joint Schedule 13G reporting beneficial ownership of 5,679,079 Class A common shares of eToro Group Ltd., representing 11.26% of the Class A shares outstanding on the calculation basis used. The reported position comprises 2,470,523 Class A shares and 3,208,556 Class A shares issuable upon conversion of Class B shares. The filing shows no sole voting or dispositive power and identifies shared voting and dispositive power over all reported shares. The principal business address for the reporting persons is provided and the filing is signed by Jeffrey Kaplan as Founder on August 21, 2025. The Schedule references the issuer prospectus for the share count basis.

Positive

• Material disclosure: Reporting persons disclosed a significant 11.26% stake in ETOR, exceeding the 5% filing threshold.
• Transparency on share composition: Filing explicitly breaks out 2,470,523 Class A shares and 3,208,556 Class A shares issuable upon conversion of Class B shares.
• Joint filing and signature: Joint Filing Agreement (Exhibit 99.1) and signed certifications by Jeffrey Kaplan provide formal legal clarity.

Negative

• No sole voting or dispositive power: Reporting persons state 0 sole voting and dispositive power, indicating absence of unilateral control despite material ownership.
• Reliance on prospectus share count: Percentage is calculated using the issuer's prospectus figure as of May 15, 2025, which may differ from later outstanding share counts (document cites no more recent update).

Insights

Financial Analyst

TL;DR: A disclosed 11.26% stake is material and may influence shareholder dynamics but the filer reports only shared control.

The reporting group holds 5,679,079 shares representing 11.26% of Class A on the filer’s stated basis, including shares issuable upon conversion. This level of ownership crosses the 5% disclosure threshold and could affect voting outcomes or raise investor interest in potential engagement or coordination among holders. The absence of sole voting or dispositive power suggests influence is exercised collectively rather than unilaterally. All figures derive from the issuer prospectus figure cited in the filing.

Corporate Governance Expert

TL;DR: Joint filing and shared authority point to coordinated ownership without unilateral control.

The entities filed a joint Schedule 13G and reported shared voting and dispositive power over the 11.26% position, indicating coordinated disclosure but not sole control. The inclusion of Class A shares issuable upon conversion of Class B shares is appropriately disclosed and affects the percentage calculation. Signatures and a joint filing agreement are provided, which supports the legal formality of a coordinated reporting group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

eToro Group Ltd.

(Name of Issuer)

Class A common shares, no par value per share

(Title of Class of Securities)

G32089107

(CUSIP Number)

06/30/2025

(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. G32089107

1

Names of Reporting Persons

Andalusian Private Capital, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,679,079.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,679,079.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,679,079.00

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)

11.26 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: The reported securities consist of (i) 2,470,523 Class A common shares ("Class A Shares") and (ii) 3,208,556 Class A Shares issuable upon conversion of Class B common shares ("Class B Shares"). The reported percentage is calculated based upon 47,220,866 Class A Shares outstanding as of May 15, 2025, as reported by the Issuer in its Prospectus 424B4 ("Prospectus") filed with the Securities and Exchange Commission ("SEC") on May 15, 2025, as increased by 3,208,556 Class A Shares issuable upon conversion of Class B Shares.

SCHEDULE 13G

CUSIP No. G32089107

1

Names of Reporting Persons

Andalusian SPV III, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,679,079.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,679,079.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,679,079.00

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)

11.26 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities consist of (i) 2,470,523 Class A Shares and (ii) 3,208,556 Class A Shares issuable upon conversion of Class B Shares. The reported percentage is calculated based upon 47,220,866 Class A Shares outstanding as of May 15, 2025, as reported by in the Issuer's Prospectus filed with the SEC on May 15, 2025, as increased by 3,208,556 Class A Shares issuable upon conversion of Class B Shares.

SCHEDULE 13G

CUSIP No. G32089107

1

Names of Reporting Persons

Turkoman Partners, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,679,079.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,679,079.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,679,079.00

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)

11.26 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities consist of (i) 2,470,523 Class A Shares and (ii) 3,208,556 Class A Shares issuable upon conversion of Class B Shares. The reported percentage is calculated based upon 47,220,866 Class A Shares outstanding as of May 15, 2025, as reported by in the Issuer's Prospectus filed with the SEC on May 15, 2025, as increased by 3,208,556 Class A Shares issuable upon conversion of Class B Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: eToro Group Ltd.
(b)	Address of issuer's principal executive offices: 30 SHESHET HAYAMIN STREET BNEI BRAK, L3, 5120261
Item 2.
(a)	Name of person filing: This statement is being filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Andalusian Private Capital, LP ("Private Capital") (ii) Andalusian SPV III, LP ("SPV III") (iii) Turkoman Partners, LP ("Turkoman")
(b)	Address or principal business office or, if none, residence: The principal business address of the Reporting Persons is 51 John F. Kennedy Parkway, Short Hills, NJ, 07078.
(c)	Citizenship: See responses to row 4 on each cover page.
(d)	Title of class of securities: Class A common shares, no par value per share
(e)	CUSIP No.: G32089107
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: See responses to row 9 on each cover page. Private Capital is the investment manager of SPV III and Turkoman, which directly hold the reported securities. The general partners of SPV III and Turkoman are controlled by Jeffrey Kaplan and Nicholas Savasta, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities. Each of the foregoing entities, Mr. Kaplan, and Mr. Savasta disclaims beneficial ownership of the reported securities (except to the extent such securities are directly held by such entity). The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement.
(b)	Percent of class: See responses to row 11 on each cover page. The reported securities represent 11.26% of the outstanding Class A Shares. Such calculation is based upon 47,220,866 Class A Shares outstanding as of May 15, 2025, as reported by in the Issuer's Prospectus filed with the SEC on May 15, 2025, as increased by 3,208,556 Class A Shares issuable upon conversion of Class B Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to row 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to row 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to row 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to row 8 on each cover page.
Item 5.	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.

Andalusian Private Capital, LP

Signature:	/s/ Jeffrey Kaplan
Name/Title:	Jeffrey Kaplan / Founder
Date:	08/21/2025

Andalusian SPV III, LP

Signature:	/s/ Jeffrey Kaplan
Name/Title:	Jeffrey Kaplan / Founder
Date:	08/21/2025

Turkoman Partners, LP

Signature:	/s/ Jeffrey Kaplan
Name/Title:	Jeffrey Kaplan / Founder
Date:	08/21/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated as of August 21, 2025

FAQ

What percentage of eToro Group Ltd. (ETOR) did the filing report?

The filing reports a 11.26% beneficial ownership of Class A shares.

How many shares does the reporting group beneficially own in ETOR?

The reporting persons beneficially own 5,679,079 Class A shares in total.

What is the composition of the reported ETOR share position?

The position comprises 2,470,523 Class A shares plus 3,208,556 Class A shares issuable upon conversion of Class B shares.

Do the reporting persons have sole voting or dispositive power over the ETOR shares?

No; the filing reports 0 shares with sole voting or dispositive power and 5,679,079 shares with shared voting and dispositive power.

Who signed the Schedule 13G for the reporting persons?

The Schedule is signed by Jeffrey Kaplan, Founder, on behalf of the reporting entities, dated August 21, 2025.