[SCHEDULE 13G] Ryvyl Inc. SEC Filing

Rhea-AI Filing Summary

Arena Investors, LP and affiliated entities filed a Schedule 13G reporting a 1,388,025-share position in Ryvyl Inc. (RVYL), equal to 8.7 % of the company’s 15,957,396 shares outstanding (per the issuer’s 2 Jul 2025 S-1/A). The event date triggering the filing is 15 Jul 2025.

The shares are held through Arena Special Opportunities Partners III, LP; Arena Investors serves as investment manager and claims sole voting and dispositive power over the entire stake, with no shared power and no group formation. All reporting persons are Delaware entities and have certified the investment is passive, not intended to influence control.

This disclosure elevates Arena to one of RVYL’s largest institutional holders, potentially improving float liquidity and increasing market attention, yet it carries limited immediate governance or strategic implications because the investors expressly disclaim activist intent.

Insights

Portfolio Manager

TL;DR: Arena reveals 8.7 % passive stake—adds credible institutional backing, mildly bullish for RVYL.

The stake is sizeable for a micro-cap like Ryvyl, indicating confidence from a sophisticated credit-and-special-situations investor. Although the filing is passive (13G, not 13D), Arena’s reputation can enhance market perception and widen the shareholder base, potentially reducing volatility and cost of capital. No price, cost basis or purchase cadence is disclosed, so valuation impact can’t be quantified, but the sheer ownership share suggests Arena could be a liquidity provider in future capital raises. Overall, the development is modestly positive for sentiment but not transformational.

Corporate Governance Expert

TL;DR: Passive filing limits governance impact; control dynamics unchanged.

Because Arena filed a 13G and expressly disclaims control intent, the board and management retain full autonomy. Arena holds sole voting rights, so any future activism would require a conversion to 13D, offering early warning. The absence of a group clause and the certification under Item 10 minimise takeover or control-change risk. From a governance perspective, this is a standard institutional ownership disclosure with negligible immediate consequence.

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

(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

Arena Investors, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,388,025.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,388,025.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,388,025.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 39366L307

1

Names of Reporting Persons

Arena Investors 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,388,025.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,388,025.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,388,025.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: limited liability company

SCHEDULE 13G

CUSIP No. 39366L307

1

Names of Reporting Persons

Arena Special Opportunities Partners III, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,388,025.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,388,025.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,388,025.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 39366L307

1

Names of Reporting Persons

Arena Special Opportunities Partners III 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,388,025.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,388,025.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,388,025.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: limited liability company

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, CA 92108
Item 2.
(a)	Name of person filing: This Schedule 13G is filed by the following (the "Reporting Persons"): (i) Arena Investors, LP (the "Investment Manager"), who serves as investment manager to ASOPIII (as defined below); (ii) Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the "IM General Partner"); (iii) Arena Special Opportunities Partners III, LP ("ASOPIII"); and (iv) Arena Special Opportunities Partners III GP, LLC, who serves as the general partner of ASOPIII (the "ASOPIII General Partner"). ASOPIII is a private investment vehicle. ASOPIII directly beneficially owns the Common Stock reported in this Schedule 13G. The Investment Manager, the IM General Partner and the ASOPIII General Partner may be deemed to beneficially own the Common Stock directly beneficially owned by ASOPIII. Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business office of the Reporting Persons is 2500 Westchester Avenue, Suite 401, Purchase, New York 10577.
(c)	Citizenship: For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)	Title of class of securities: Common Stock, $0.001 par value
(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: See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on July 15, 2025, the Date of Event which requires the filing of this Schedule 13G.
(b)	Percent of class: See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are 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: See Item 5 on the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page for each Reporting Person.
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.

Arena Investors, LP

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	07/22/2025

Arena Investors GP, LLC

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	07/22/2025

Arena Special Opportunities Partners III, LP

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	07/22/2025

Arena Special Opportunities Partners III GP, LLC

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	07/22/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement