[SCHEDULE 13G/A] Ryvyl Inc. SEC Filing

Rhea-AI Filing Summary

Wendy Rae Dawson reported beneficial ownership of 1,250,000 shares of RYVYL Inc. common stock, representing 7.8% of the class based on 15,957,396 shares outstanding as of June 27, 2025. The filing is an amended Schedule 13G dated for the event on July 21, 2025 and signed on August 15, 2025. Dawson reports sole voting and dispositive power over all 1,250,000 shares and certifies the holdings were not acquired to influence control of the issuer.

The document lists the issuer's principal executive office in San Diego and the reporting person’s U.S. residence in St. George, UT. The filing asserts that the ownership calculation uses the issuer’s Form S-1/A disclosure of outstanding shares.

Positive

• Material disclosure of ownership: Filing transparently reports a 7.8% stake (1,250,000 shares), meeting regulatory disclosure requirements
• Passive intent declared: Certification states shares were not acquired to change or influence control, consistent with Schedule 13G treatment

Negative

• Sole voting power noted: Although passive intent is declared, sole voting power over 1,250,000 shares could still affect close shareholder votes
• Limited transaction detail: The filing does not provide acquisition dates, purchase terms, or any derivative/security arrangements that would give fuller context

Insights

Securities Analyst

TL;DR: A meaningful passive stake above 5% disclosed; no control intent declared.

This Schedule 13G/A shows a 7.8% beneficial stake, which is material for investors because stakes above 5% must be disclosed and can attract market attention. The reporter claims sole voting and dispositive power over 1,250,000 shares and affirms the position is not intended to change control. Because this is a Schedule 13G (rather than a 13D) amendment, it indicates a passive investor profile under reporting rules. Materiality: notable ownership but the filing contains no transaction details, financing, or coordination that would suggest activist intent.

Corporate Governance Expert

TL;DR: Ownership disclosure is complete for a passive holder; governance impact appears limited.

The holder reports sole voting power, which means votes tied to these shares could influence close shareholder votes despite the declared passive purpose. The certification states the shares were not acquired to influence control, reducing immediate governance concerns. However, a >5% holder may still be consequential in contested votes or proxy matters. The filing does not disclose derivative positions or agreements with other holders, and it classifies the filing under Rule 13d-1(b)/(c)/(d) options left unchecked in the form text, but the amended 13G format and the certification are consistent with passive investor reporting obligations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

RYVYL Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

39366L307

(CUSIP Number)

07/21/2025

(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. 39366L307

1

Names of Reporting Persons

Dawson Wendy Rae

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 1,250,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,250,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: RYVYL Inc.
(b)	Address of issuer's principal executive offices: 3131 CAMINO DEL RIO NORTH, SUITE 1400, 3131 CAMINO DEL RIO NORTH, SUITE 1400, SAN DIEGO, CALIFORNIA, 92108.
Item 2.
(a)	Name of person filing: Wendy Rae Dawson
(b)	Address or principal business office or, if none, residence: 187 N Westridge Dr, Unit 105 St George, UT 84770
(c)	Citizenship: Wendy Rae Dawson in a US citizen.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 39366L307
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 trading on July 21, 2025, the Date of Event which requires the filing of this Amended Schedule 13G, the amount of shares owned is 1,250,000.
(b)	Percent of class: The percentage of 7.8% of beneficial ownership is based on 15,957,396 shares of Common Stock outstanding as of June 27, 2025, as reported by the Issuer in its Form S-1/A filed with the SEC on July 2, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,250,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,250,000
	(iv) Shared power to dispose or to direct the disposition of: 0
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:

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.

Dawson Wendy Rae

Signature:	Wendy Rae Dawson
Name/Title:	Beneficial Owner
Date:	08/15/2025

FAQ

How many RYVYL (RVYL) shares does Wendy Rae Dawson report owning?

The filing states 1,250,000 shares, representing 7.8% of common stock based on 15,957,396 shares outstanding.

Does this Schedule 13G/A indicate Wendy Dawson intends to control RYVYL (RVYL)?

No. The certification states the securities were not acquired to change or influence control, consistent with a passive Schedule 13G filing.

What voting and disposition powers are reported for these shares?

Dawson reports sole voting power and sole dispositive power over all 1,250,000 shares and no shared power.

What outstanding share count was used to calculate the 7.8% stake?

The percentage is calculated using 15,957,396 shares outstanding, as reported in the issuer’s Form S-1/A filed July 2, 2025.

When was the Schedule 13G/A signed?

The signature block shows the filing was signed by Wendy Rae Dawson on 08/15/2025.