[SCHEDULE 13D] MAGNACHIP SEMICONDUCTOR Corp SEC Filing

Rhea-AI Filing Summary

Magnachip Semiconductor Corp. (MX) received a new Schedule 13D filing from Byreforge LLC and its managing partner, Cristiano Amoruso, disclosing an activist equity stake. Byreforge directly owns 3,072,779 shares of common stock, representing 8.5% of Magnachip’s outstanding shares as of October 31, 2025. The filing states an aggregate purchase price of approximately $8,404,195, funded with Byreforge’s working capital.

The investors say they bought the stock because they believe it was undervalued and an attractive opportunity. They have already engaged, and expect to continue to engage, in discussions with management and the board about value creation, board representation, board composition, capital structure, and potential business combinations or asset sales. The filing emphasizes that their plans may change and that they could buy more shares, sell shares, or use derivatives or hedging strategies depending on market conditions and the company’s performance.

Insights

Activist & governance analyst

Byreforge’s 8.5% stake positions an activist investor to influence Magnachip’s strategic and governance decisions.

Byreforge LLC and Cristiano Amoruso report ownership of 3,072,779 Magnachip shares, or 8.5% of shares outstanding as of October 31, 2025, acquired for about $8,404,195. This is a sizable position for a single shareholder and is disclosed on a Schedule 13D, which is typically used by investors who may seek to influence management rather than remain passive.

The investors explicitly reference discussions with management and the board about value creation, board representation, board composition, capitalization, and potential business combinations or dispositions. This signals an activist posture, although they stop short of detailing specific proposals. Any future changes in their stake, public communications, or formal proposals would likely appear in subsequent regulatory filings and could shape expectations around Magnachip’s strategy and governance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MAGNACHIP SEMICONDUCTOR Corp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

55933J203

(CUSIP Number)

Cristiano Amoruso
Byreforge LLC, 853 Broadway
New York, NY, 10003
212-451-2300

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/13/2025

(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

CUSIP No. 55933J203

1

Name of reporting person

Byreforge LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,072,779.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,072,779.00

11

Aggregate amount beneficially owned by each reporting person

3,072,779.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 55933J203

1

Name of reporting person

Amoruso Cristiano

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,072,779.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,072,779.00

11

Aggregate amount beneficially owned by each reporting person

3,072,779.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: MAGNACHIP SEMICONDUCTOR Corp
(c)	Address of Issuer's Principal Executive Offices: C/O MAGNACHIP SEMICONDUCTOR, LTD., 15F, 76 JIKJI-DAERO, 436BEON-GIL, CHEONGJU-SI, KOREA, REPUBLIC OF , 28581.
Item 2.	Identity and Background
(a)	This statement is filed by Byreforge LLC, a Delaware limited liability company ("Byreforge"), and Cristiano Amoruso. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." As Managing Partner of Byreforge, Mr. Amoruso may be deemed to beneficially own the shares of Common Stock, par value $0.01 per share (the "Shares"), owned directly by Byreforge. Each Reporting Person disclaims beneficial ownership of the Shares owned directly by another Reporting Person.
(b)	The principal business address of the Reporting Persons is 853 Broadway, New York, New York 10003.
(c)	The principal business of Byreforge is investing in securities. The principal occupation of Mr. Amoruso is serving as the Managing Partner of Byreforge.
(d)	No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Byreforge is organized under the laws of the State of Delaware. Mr. Amoruso is a citizen of Italy.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 3,072,779 Shares owned directly by Byreforge is approximately $8,404,195, including brokerage commissions. Such Shares were acquired with Byreforge's working capital.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons have engaged, and expect to continue to engage in, discussions with management and Issuer's Board of Directors (the "Board") regarding opportunities for value creation, Board representation and the composition of the Board, generally. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares reported owned by each person named herein is based upon 35,981,823 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. As of the close of business on the date hereof, Byreforge owned directly 3,072,779 Shares, constituting approximately 8.5% of the Shares outstanding. By virtue of his relationship with Byreforge, Mr. Amoruso may be deemed to beneficially own the Shares owned directly by Byreforge.
(b)	Byreforge and Mr. Amoruso may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by Byreforge.
(c)	The transactions in the Shares by Byreforge during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer. A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in Securities 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated November 20, 2025

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.

Byreforge LLC

Signature:	/s/ Cristiano Amoruso
Name/Title:	Cristiano Amoruso, Managing Partner
Date:	11/20/2025

Amoruso Cristiano

Signature:	/s/ Cristiano Amoruso
Name/Title:	Cristiano Amoruso
Date:	11/20/2025

FAQ

What did Byreforge LLC disclose about its stake in Magnachip Semiconductor (MX)?

Byreforge LLC disclosed that it directly owns 3,072,779 shares of Magnachip Semiconductor Corp. common stock, representing 8.5% of the shares outstanding as of October 31, 2025.

How much did Byreforge pay for its Magnachip (MX) shares?

The filing states that the aggregate purchase price of the 3,072,779 shares owned directly by Byreforge is approximately $8,404,195, including brokerage commissions, funded with Byreforge’s working capital.

Who are the reporting persons in this Schedule 13D for Magnachip (MX)?

The reporting persons are Byreforge LLC, a Delaware limited liability company, and Cristiano Amoruso, its Managing Partner. Mr. Amoruso may be deemed to beneficially own the shares held by Byreforge, and each reporting person disclaims beneficial ownership of shares held by the other.

Why did Byreforge and Cristiano Amoruso invest in Magnachip (MX)?

They state that they purchased Magnachip shares because they believed the shares were undervalued and represented an attractive investment opportunity at the time of purchase.

What potential actions do the Magnachip (MX) Schedule 13D filers say they might take?

The reporting persons indicate they may increase or decrease their position, continue discussions with management and the board, explore business combinations or dispositions, suggest changes to capitalization and board structure, and use short selling or hedging and derivative transactions, depending on market and company-specific factors.

How much influence might Byreforge have over Magnachip (MX) governance?

With an 8.5% ownership stake and a Schedule 13D filing, Byreforge and Mr. Amoruso may have meaningful influence, especially as they are engaging with management and the board about value creation, board representation, and possible strategic transactions.

Are there any special agreements disclosed among the Magnachip (MX) reporting persons?

Yes. The filing notes a Joint Filing Agreement entered into by the reporting persons, attached as Exhibit 99.1, under which they agreed to make joint filings regarding their Magnachip securities.