Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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RYVYL Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
39366L307 (CUSIP Number) |
S8 Global Fintech Regtech Fund 2C Parc D'Activites, Capellen, N4, 8308 44 20 7100 5553 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/20/2025 (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
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| CUSIP No. | 39366L307 |
| 1 |
Name of reporting person
S8 Global Fintech & Regtech Fund | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,608,485.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.999 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in #11 is based on 36,085,978 shares of common stock issued and outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
RYVYL Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3131 Camino Del Rio North, Suite 1400, San Diego,
CALIFORNIA
, 92108. | |
Item 1 Comment:
This Amendment No. 1 to the Schedule 13D supplements and amends the Schedule 13D originally filed by S8 Global Fintech & Regtech Fund (Luxembourg) (the "Reporting Person") with the Securities and Exchange Commission on June 27, 2025. | ||
| Item 2. | Identity and Background | |
| (d) |
Item 2(d) is amended and restated as follows: The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) is amended and restated as follows: The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person 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 a finding of any violation with respect to such laws. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: The Reporting Person owns 3,390,354 shares of common stock of the Issuer. The Reporting Person purchased such shares for investment purposes. The Reporting Person continues to evaluate its investment in the Issuer in light of recent public disclosures concerning the Issuer's proposed merger with RTB Digital Inc. (the "Merger"). Based solely on publicly available information, the Reporting Person has noted certain features of the Merger structure, including (i) the fixed valuation ascribed to RTB Digital Inc. in the Merger Agreement, and (ii) provisions permitting RTB Digital Inc. to undertake additional financing or issue new securities without adjustment to such valuation. The Reporting Person believes that these provisions may have a material impact on the economics of the Merger for existing shareholders. The Reporting Person may in the future (i) engage in additional discussions with the Issuer's management, directors, or advisors, (ii) engage with other shareholders of the Issuer, (iii) consider additional requests for corporate records under applicable Nevada law, including NRS 78.257, and/or (iv) consider further actions relating to the Issuer, including changes to its voting intentions. Any such actions will depend on numerous factors, including the Issuer's actions, market conditions, and the Reporting Person's ongoing assessment of its investment. Except as described in this Amendment or in earlier filings, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the matters described in Item 4(a)-(j) of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is amended to include the following: As of the date of this Amendment No.1, the Reporting Person beneficially owns 3,608,485 shares of common stock, representing approximately 9.999% of the outstanding shares of common stock of the Issuer (based on 36,085,978 shares of common stock issued and outstanding as of November 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025. | |
| (c) | Item 5(c) is amended to include the following: The Reporting Person engaged in certain additional open market purchase transactions of common stock, as follows: 100,000 shares acquired on June 27, 2025; 14,491 shares acquired on June 30, 2025, and 200,000 shares of common stock on July 16, 2025. On July 1, 2025, the Reporting Person disposed of 100,000 shares of common stock. As disclosed on Form 4 filed with the SEC on July 3, 2025, the Reporting Person remitted to the Issuer any profits received in connection with the July 1, 2025 sale, in compliance with Section 16(b) of the Securities Exchange Act of 1934. | |
| 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.
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