[SCHEDULE 13G] Ryvyl Inc. SEC Filing

Rhea-AI Filing Summary

Ryvyl Inc. Schedule 13G filed by Wendy Rae Dawson discloses beneficial ownership of 1,100,000 shares of Common Stock, representing 6.9% of the outstanding class. The 6.9% figure is calculated using 15,957,396 shares outstanding as reported in the issuer's Form S-1/A dated July 2, 2025. The filing cites the Date of Event requiring the disclosure as July 15, 2025, and the signature on the statement is dated August 15, 2025. Dawson reports sole voting and dispositive power over all 1,100,000 shares and certifies the holdings were not acquired to change or influence control of the issuer.

The filing identifies the issuer's principal executive office in San Diego, California, and provides Dawson’s U.S. residence address in St. George, Utah. The statement is filed under Schedule 13G, indicating passive beneficial ownership rather than an active control intent.

Positive

• Material disclosure of a >5% stake (1,100,000 shares, 6.9%) fulfilling SEC reporting requirements
• Clear statement that the filer holds sole voting and dispositive power over all reported shares

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 6.9% passive stake is material but labeled non-control, so market implications are limited absent further activity.

The filing shows a meaningful minority position of 1.1 million shares, surpassing the 5% reporting threshold and requiring public disclosure. Because the filer used Schedule 13G rather than Schedule 13D and certified no intent to influence control, this is presented as a passive investment. Investors should note the precise share count and ownership percentage are tied to the issuer's reported 15,957,396 share base from the Form S-1/A. No transactions, dates of acquisition, or plans to seek board representation are disclosed in this statement.

Corporate Governance Expert

TL;DR: Disclosure of a 6.9% stake triggers governance monitoring but the filer affirms no intent to exert control.

The report provides required identification and power details: 100% sole voting and dispositive power for the reported shares. Filing on Schedule 13G signals a passive position under the Exchange Act rules, and the certification explicitly denies acquisition for control purposes. From a governance perspective, the filing increases transparency about shareholder concentration, but it does not, by itself, indicate imminent changes to board composition or control dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

RYVYL Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

39366L307

(CUSIP Number)

07/15/2025

(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 1,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,000.00

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)

6.9 %

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, 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 is a citizen of the United States.
(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 15, 2025, the Date of Event which requires the filing of this Schedule 13G, the amount of shares owned is 1,100,000.
(b)	Percent of class: The percentage of 6.9% 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: 1,100,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,100,000
	(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

What stake does Wendy Rae Dawson report in Ryvyl Inc. (RVYL)?

The filing reports beneficial ownership of 1,100,000 shares, equal to 6.9% of the outstanding common stock.

What basis was used to calculate the 6.9% ownership in RVYL?

The percentage is based on 15,957,396 shares outstanding as reported in Ryvyl Inc.'s Form S-1/A filed July 2, 2025.

Did the filer indicate intent to influence control of RVYL?

No. The certification states the securities were not acquired to change or influence control, and the statement is filed on Schedule 13G (passive disclosure).

Does Wendy Rae Dawson have voting or dispositive power over the reported shares?

Yes. The filing reports sole voting power of 1,100,000 shares and sole dispositive power of 1,100,000 shares.

When is the Date of Event that triggered the Schedule 13G filing for RVYL?

The Date of Event requiring the filing is reported as July 15, 2025, and the signature is dated August 15, 2025.