Voss Capital discloses 10.25% Flywire (NASDAQ: FLYW) ownership stake

Rhea-AI Filing Summary

Voss Capital and related investment funds filed an amended Schedule 13G reporting a sizable passive stake in Flywire Corp. Voss Value Master Fund beneficially owns 2,275,000 shares of Flywire voting common stock and Voss Value-Oriented Special Situations Fund owns 375,000 shares. Through these funds and additional managed accounts holding 9,670,000 shares, Voss Capital and its managing member, Travis W. Cocke, may be deemed to beneficially own 12,320,000 shares in total, or approximately 10.25% of Flywire’s outstanding shares, based on 120,253,612 shares outstanding as of October 31, 2025. The reporting persons certify that the securities are not held for the purpose of changing or influencing control of Flywire, other than activities solely in connection with a nomination under Rule 14a-11.

Insights

Equity ownership & governance analyst

Voss Capital discloses a passive 10.25% Flywire stake, signalling a significant but non‑control-oriented holder.

The filing shows that Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss-managed accounts, and related entities collectively may be deemed to beneficially own 12,320,000 Flywire voting common shares. Based on 120,253,612 shares outstanding as of October 31, 2025, this represents approximately 10.25% of the class, making Voss Capital and Travis W. Cocke notable shareholders.

The structure described—funds, a general partner (Voss Advisors GP, LLC), an investment manager (Voss Capital, L.P.), and an individual managing member—illustrates how economic and voting power can be aggregated across related entities. The filing states that a large portion, approximately 8.04% of the outstanding shares, is held in Voss-managed accounts, with the remainder in the two named funds.

Importantly, the certification states that the securities were not acquired and are not held for the purpose of changing or influencing control of Flywire, other than activities solely in connection with a nomination under Rule 14a-11. That language characterizes this as a passive Schedule 13G position rather than an explicit control-seeking campaign, while still leaving room for nomination-related activity as described.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Flywire Corp

(Name of Issuer)

Voting common stock, $0.0001 par value per share

(Title of Class of Securities)

302492103

(CUSIP Number)

12/30/2025

(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. 302492103

1

Names of Reporting Persons

Voss Value Master Fund, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,275,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,275,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,275,000.00

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)

1.89 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

Voss Value-Oriented Special Situations Fund, 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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 375,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 375,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

375,000.00

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)

0.31 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

Voss Advisors GP, LLC

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,650,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,650,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,650,000.00

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)

2.20 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

Voss 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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,150,000.00
6	Shared Voting Power 2,170,000.00
7	Sole Dispositive Power 10,150,000.00
8	Shared Dispositive Power 2,170,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,320,000.00

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)

10.25 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 302492103

1

Names of Reporting Persons

Cocke Travis W.

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,150,000.00
6	Shared Voting Power 2,170,000.00
7	Sole Dispositive Power 10,150,000.00
8	Shared Dispositive Power 2,170,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,320,000.00

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)

10.25 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Flywire Corp
(b)	Address of issuer's principal executive offices:
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: Voss Value Master Fund, L.P. ("Voss Value Master Fund"); Voss Value-Oriented Special Situations Fund, L.P. ("Voss Value-Oriented Special Situations Fund"); Voss Advisors GP, LLC ("Voss GP"); Voss Capital, L.P. ("Voss Capital"); and Travis W. Cocke.
(b)	Address or principal business office or, if none, residence: Voss Value Master Fund 3773 Richmond, Suite 850 Houston, Texas 77046 Voss Value-Oriented Special Situations Fund 3773 Richmond, Suite 850 Houston, Texas 77046 Voss GP 3773 Richmond, Suite 850 Houston, Texas 77046 Voss Capital 3773 Richmond, Suite 850 Houston, Texas 77046 Travis W. Cocke 3773 Richmond, Suite 850 Houston, Texas 77046
(c)	Citizenship: Voss Value Master Fund Cayman Islands Voss Value-Oriented Special Situations Fund Texas Voss GP Texas Voss Capital Texas Travis W. Cocke USA
(d)	Title of class of securities: Voting common stock, $0.0001 par value per share
(e)	CUSIP No.: 302492103
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: As of the date hereof: (i) Voss Value Master Fund beneficially owned 2,275,000 shares of voting common stock, $0.0001 par value per share, of the Issuer (the "Shares"). (ii) Voss Value-Oriented Special Situations Fund beneficially owned 375,000 Shares. (iii) Voss GP, as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 2,275,000 Shares beneficially owned by Voss Value Master Fund and (ii) 375,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund. (iv) Voss Capital, as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain accounts managed by Voss Capital (the "Voss Managed Accounts"), may be deemed the beneficial owner of the (i) 2,275,000 Shares beneficially owned by Voss Value Master Fund, (ii) 375,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 9,670,000 Shares held in the Voss Managed Accounts. (v) Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 2,275,000 Shares owned by Voss Value Master Fund, (ii) 375,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 9,670,000 Shares held in the Voss Managed Accounts.
(b)	Percent of class: The aggregate percentage of the Shares reported owned by each person named herein is based upon 120,253,612 Shares outstanding as of October 31, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. As of the date hereof: (i) Voss Value Master Fund may be deemed to beneficially own approximately 1.89% of the outstanding Shares; (ii) Voss Value-Oriented Special Situations Fund may be deemed to beneficially own less than 1% of the outstanding Shares; (iii) Voss GP may be deemed to beneficially own approximately 2.20% of the outstanding Shares; (iv) Voss Capital may be deemed to beneficially own approximately 10.25% of the outstanding Shares (approximately 8.04% of the outstanding Shares are held in the Voss Managed Accounts); and (v) Mr. Cocke may be deemed to beneficially own approximately 10.25% of the outstanding Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on June 3, 2025.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Voss Value Master Fund, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Date:	01/07/2026

Voss Value-Oriented Special Situations Fund, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Date:	01/07/2026

Voss Advisors GP, LLC

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member
Date:	01/07/2026

Voss Capital, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member
Date:	01/07/2026

Cocke Travis W.

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke
Date:	01/07/2026

FAQ

What stake in Flywire Corp (FLYW) did Voss Capital and affiliates report?

They reported that Voss Capital, related funds, managed accounts, and Travis W. Cocke may be deemed to beneficially own 12,320,000 shares of Flywire voting common stock, representing approximately 10.25% of the outstanding shares.

Which entities are listed as reporting persons in this Flywire (FLYW) Schedule 13G/A?

The reporting persons are Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P., Voss Advisors GP, LLC, Voss Capital, L.P., and Travis W. Cocke.

How many Flywire (FLYW) shares does each Voss fund individually beneficially own?

Voss Value Master Fund, L.P. beneficially owns 2,275,000 shares of Flywire voting common stock, and Voss Value-Oriented Special Situations Fund, L.P. beneficially owns 375,000 shares, as of the date of the statement.

What percentage of Flywire (FLYW) does Voss Capital, L.P. itself beneficially own according to the filing?

Voss Capital, L.P. may be deemed to beneficially own approximately 10.25% of Flywire’s outstanding voting common shares, including about 8.04% held in Voss-managed accounts.

On what share count is the reported Flywire (FLYW) ownership percentage based?

The percentages are based on 120,253,612 Flywire shares outstanding as of October 31, 2025, as disclosed in Flywire’s Quarterly Report on Form 10‑Q filed on November 10, 2025.

Does the Voss Capital Schedule 13G/A indicate an intent to control Flywire (FLYW)?

No. The certification states that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing control of Flywire, other than activities solely in connection with a nomination under Rule 14a‑11.

Who signed the amended Flywire (FLYW) Schedule 13G/A for the Voss entities and when?

Travis W. Cocke signed the statement, including in his capacity as Managing Member of Voss Advisors GP, LLC and as Managing Member, with signature dates of January 7, 2026.