| Item 1. | |
| (a) | Name of issuer:
eToro Group Ltd. |
| (b) | Address of issuer's principal executive offices:
30 SHESHET HAYAMIN STREET BNEI BRAK, L3, 5120261 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Andalusian Private Capital, LP ("Private Capital")
(ii) Andalusian SPV III, LP ("SPV III")
(iii) Turkoman Partners, LP ("Turkoman") |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 51 John F. Kennedy Parkway, Short Hills, NJ, 07078. |
| (c) | Citizenship:
See responses to row 4 on each cover page. |
| (d) | Title of class of securities:
Class A common shares, no par value per share |
| (e) | CUSIP No.:
G32089107 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page.
Private Capital is the investment manager of SPV III and Turkoman, which directly hold the reported securities. The general partners of SPV III and Turkoman are controlled by Jeffrey Kaplan and Nicholas Savasta, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities.
Each of the foregoing entities, Mr. Kaplan, and Mr. Savasta disclaims beneficial ownership of the reported securities (except to the extent such securities are directly held by such entity). The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement. |
| (b) | Percent of class:
See responses to row 11 on each cover page.
The reported securities represent 11.26% of the outstanding Class A Shares. Such calculation is based upon 47,220,866 Class A Shares outstanding as of May 15, 2025, as reported by in the Issuer's Prospectus filed with the SEC on May 15, 2025, as increased by 3,208,556 Class A Shares issuable upon conversion of Class B Shares. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)