Voss Capital Reports ~7.1% Beneficial Ownership of Flywire Voting Stock

Rhea-AI Filing Summary

Flywire Corp (FLYW) is reported to have significant ownership by a group of related Voss entities and their principal. Collectively, the Reporting Persons disclose beneficial ownership of 8,550,000 shares of Flywire voting common stock, representing approximately 7.1% of the outstanding class based on the issuer's disclosed share count. The filing attributes 8,100,000 shares of sole voting power and identifies 6,450,000 shares held in Voss-managed accounts (about 5.4% of the class) that are deemed beneficially owned by Voss Capital.

The statement clarifies the reporting structure: two Voss funds, Voss Advisors GP, Voss Capital and Travis W. Cocke are named as Reporting Persons and may be deemed beneficial owners of overlapping positions. The filing includes a certification that the shares were not acquired to change or influence control of the issuer.

Positive

• Material disclosure of substantial stake: Reporting Persons beneficially own 8,550,000 shares (~7.1%), exceeding the 5% reporting threshold.
• Significant managed-account holdings disclosed: 6,450,000 shares are held in Voss-managed accounts (approximately 5.4% of the class).
• Certification of passive intent: The filing includes a certification that the shares were not acquired to change or influence control of the issuer.

Negative

• None.

Insights

Securities Analyst

TL;DR Voss group holds a material ~7.1% stake in Flywire; filing is a passive disclosure rather than an activist move.

The Schedule 13G/A reports a material beneficial ownership position of 8,550,000 shares, about 7.1% of Flywire's outstanding voting common stock, which exceeds the 5% reporting threshold and therefore is material to holders and market observers. The filing attributes a substantial portion (6,450,000 shares) to Voss-managed accounts, signaling concentrated exposure from a single investment organization. The certification that the position was not acquired to influence control supports a passive intent classification, consistent with Schedule 13G mechanics. Impact: material ownership disclosure with neutral near-term governance implications.

Corporate Governance Expert

TL;DR The filing documents concentrated related-party ownership but includes a statement denying any intent to change control.

From a governance perspective, related reporting persons and a named individual may be deemed beneficial owners of overlapping holdings, creating a unified economic interest that reaches ~7.1% of the equity. Such concentration can affect shareholder dynamics, board attention, and engagement expectations even absent an expressed intent to seek control. The explicit certification against acquisition to influence control reduces immediate takeover concerns, but investors should note the consolidated disclosure and the identities of the reporting entities for monitoring future filings or activism signals. Impact: material but currently neutral for control considerations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/13/2025 - 04:17 PM Learn about SEC filing dates

FAQ

How many Flywire (FLYW) shares does the Voss group report owning?

The filing reports that the Voss-related Reporting Persons beneficially own 8,550,000 shares of Flywire voting common stock.

What percentage of FLYW does the Voss group own?

The disclosed position represents approximately 7.1% of the outstanding class based on the issuer's reported share count.

Does the filing indicate the Voss group intends to influence Flywire's control?

The filing includes a certification stating the securities were not acquired to change or influence control of the issuer.

Which Voss entities and individuals are named as Reporting Persons in the FLYW filing?

Named Reporting Persons include 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 much of the stake is held in Voss-managed accounts according to the filing?

The filing states that 6,450,000 shares are held in Voss-managed accounts, representing about 5.4% of the class.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Flywire Corp

(Name of Issuer)

Voting common stock, $0.0001 par value per share

(Title of Class of Securities)

302492103

(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. 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 1,800,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,800,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,800,000.00

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)

1.5 %

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 300,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 300,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

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)

0.3 %

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 2,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,100,000.00

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)

1.8 %

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 8,100,000.00
6	Shared Voting Power 450,000.00
7	Sole Dispositive Power 8,100,000.00
8	Shared Dispositive Power 450,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,550,000.00

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)

7.1 %

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 8,100,000.00
6	Shared Voting Power 450,000.00
7	Sole Dispositive Power 8,100,000.00
8	Shared Dispositive Power 450,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,550,000.00

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)

7.1 %

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 close of business on June 30, 2025: (i) Voss Value Master Fund beneficially owned 1,800,000 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 300,000 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) 1,800,000 Shares beneficially owned by Voss Value Master Fund and (ii) 300,000 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) 1,800,000 Shares beneficially owned by Voss Value Master Fund, (ii) 300,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 6,450,000 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) 1,800,000 Shares owned by Voss Value Master Fund, (ii) 300,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 6,450,000 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 119,685,024 Shares outstanding as of May 1, 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 May 7, 2025. As of the close of business on June 30, 2025: (i) Voss Value Master Fund may be deemed to beneficially own approximately 1.5% 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 1.8% of the outstanding Shares; (iv) Voss Capital may be deemed to beneficially own approximately 7.1% of the outstanding Shares (approximately 5.4% of the outstanding Shares are held in the Voss Managed Accounts); and (v) Mr. Cocke may be deemed to beneficially own approximately 7.1% 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.
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:	08/13/2025

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:	08/13/2025

Voss Advisors GP, LLC

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member
Date:	08/13/2025

Voss Capital, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member
Date:	08/13/2025

Cocke Travis W.

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke
Date:	08/13/2025