Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission (the "Commission") on May 15, 2025 (the "Prospectus"), plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.


SCHEDULE 13G




Comment for Type of Reporting Person:  All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.


SCHEDULE 13G




Comment for Type of Reporting Person:  All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.


SCHEDULE 13G




Comment for Type of Reporting Person:  All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.


SCHEDULE 13G



 
BRM Group Ltd.
 
Signature:/s/ Arie Nachmias
Name/Title:Chief Financial Officer
Date:08/25/2025
 
A B Y Finance (eToro) 21 LP
 
Signature:/s/ Arie Nachmias
Name/Title:Chief Financial Officer
Date:08/25/2025
 
Eli Barkat LTD
 
Signature:/s/ Arie Nachmias
Name/Title:Chief Financial Officer
Date:08/25/2025
 
Yuval Rakavi LTD
 
Signature:/s/ Arie Nachmias
Name/Title:Chief Financial Officer
Date:08/25/2025
Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated as of August 25, 2025