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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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eToro Group Ltd. (Name of Issuer) |
Class A common shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
07/21/2026 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
China Vered Financial Holding Corp Ltd | ||||||||
| 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: All shares are held of record by MC (as defined in Item 2(a) below) and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI (as defined in Item 2(a) below); CMSI is the wholly owned subsidiary of CMSC (as defined in Item 2(a) below); and CMSC is the wholly owned subsidiary of CVFH (as defined in Item 2(a) below). Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CM Strategic Capital Holding Limited | ||||||||
| 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares are held of record by MC and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI; CMSI is the wholly owned subsidiary of CMSC; and CMSC is the wholly owned subsidiary of CVFH. Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CM Strategic Investment Management Holding Limited | ||||||||
| 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares are held of record by MC and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI; CMSI is the wholly owned subsidiary of CMSC; and CMSC is the wholly owned subsidiary of CVFH. Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Mighty Commander Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares are held of record by MC and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI; CMSI is the wholly owned subsidiary of CMSC; and CMSC is the wholly owned subsidiary of CVFH. Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
China Vered Financial Investment Management Limited | ||||||||
| 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: On November 7, 2025, SPC (as defined in Item 2(a)) converted the entirety of its 2,392,876 Class B common shares, no par value, into 2,392,876 Class A common shares. Upon conversion of such Class B common shares, SPC held an aggregate of 4,421,953 Class A common shares on the date thereof.
Pursuant to a Share Purchase Agreement, dated July 8, 2026, entered between MC and SPC, MC had purchased the entirety of the 4,421,953 Class A common shares held by SPC for valuable consideration. SPC is the wholly owned subsidiary of CVCC (as defined in Item 2(a) below); CVCC is the wholly owned subsidiary of CVFI (as defined in Item 2(a) below); and CVFI is the wholly owned subsidiary of CVFH.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
China Vered Capital (Cayman) Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: On November 7, 2025, SPC converted the entirety of its 2,392,876 Class B common shares, no par value, into 2,392,876 Class A common shares. Upon conversion of such Class B common shares, SPC held an aggregate of 4,421,953 Class A common shares on the date thereof.
Pursuant to a Share Purchase Agreement, dated July 8, 2026, entered between MC and SPC, MC had purchased the entirety of the 4,421,953 Class A common shares held by SPC for valuable consideration. SPC is the wholly owned subsidiary of CVCC; CVCC is the wholly owned subsidiary of CVFI; and CVFI is the wholly owned subsidiary of CVFH.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CM SPC acting on behalf of CM Equities SP | ||||||||
| 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: On November 7, 2025, SPC converted the entirety of its 2,392,876 Class B common shares, no par value, into 2,392,876 Class A common shares. Upon conversion of such Class B common shares, SPC held an aggregate of 4,421,953 Class A common shares on the date thereof.
Pursuant to a Share Purchase Agreement, dated July 8, 2026, entered between MC and SPC, MC had purchased the entirety of the 4,421,953 Class A common shares held by SPC for valuable consideration. SPC is the wholly owned subsidiary of CVCC; CVCC is the wholly owned subsidiary of CVFI; and CVFI is the wholly owned subsidiary of CVFH.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
eToro Group Ltd. | |
| (b) | Address of issuer's principal executive offices:
30 Sheshet Hayamim St., Bnei Brak, Israel 5120261 | |
| Item 2. | ||
| (a) | Name of person filing:
China Vered Financial Holding Corporation Limited ("CVFH"), a company incorporated under the laws of Hong Kong. The shares of CVFH are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 245);
CM Strategic Capital Holding Limited ("CMSC"), a company incorporated under the laws of Hong Kong;
CM Strategic Investment Management Holding Limited ("CMSI"), a company incorporated under the laws of Hong Kong;
Mighty Commander Limited ("MC"), a company incorporated under the laws of the British Virgin Islands;
China Vered Financial Investment Management Limited ("CVFI"), a company incorporated under the laws of Hong Kong;
China Vered Capital (Cayman) Limited ("CVCC"), a company incorporated under the laws of the Cayman Islands; and
CM SPC ("SPC"), a segregated portfolio company incorporated under the laws of the Cayman Islands, acting on behalf of CM Equities SP, a segregated portfolio of the SPC.
(each, a "Reporting Person" and, collectively, "Reporting Persons")
The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 99.1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, if any, other than those securities reported herein as being held directly by such Reporting Person. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons named in Item 2(a) is Suites 2803-04, 28/F, South Island Place, 8 Wong Chuk Hang Road, Hong Kong. | |
| (c) | Citizenship:
For each of CVFH, CMSC, CMSI and CVFI, Hong Kong. For each of CVCC and SPC, the Cayman Islands. For MC, the British Virgin Islands. | |
| (d) | Title of class of securities:
Class A common shares, no par value per share | |
| (e) | CUSIP No.:
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| 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: | |
| (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 cover page tables above. 4,421,953 Class A common shares. | |
| (b) | Percent of class:
5.3 % %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
See cover page tables above. Percentage ownership based on 82,851,422 shares outstanding, comprised of (i) 68,647,904 Class A common shares and (ii) 14,203,518 Class B common shares outstanding as of December 31, 2025, as reported by the Issuer in the Annual Report on Form 20-F for the year ended December 31, 2025 filed on March 2, 2026. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
See cover page tables above. | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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99.1 Joint Filing Agreement |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares no par value of eToro Group Limited. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13G, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement on the dates set forth below.
| China Vered Financial Holding Corporation Limited | Date: August 4, 2026 | ||
| /s/ Xie Fang | |||
| Name: | Xie Fang | ||
| Title: | Director | ||
| China Vered Financial Investment Management Limited | Date: August 4, 2026 | ||
| /s/ Xie Fang | |||
| Name: | Xie Fang | ||
| Title: | Director | ||
| China Vered Capital (Cayman) Limited | Date: August 4, 2026 | ||
| /s/ Xie Fang | |||
| Name: | Xie Fang | ||
| Title: | Director | ||
| CM SPC acting on behalf of CM Equities SP | Date: August 4, 2026 | ||
| /s/ Xie Fang | |||
| Name: | Xie Fang | ||
| Title: | Director | ||
| CM Strategic Capital Holding Limited | Date: August 4, 2026 | ||
| /s/ Lau Hoi Leung | |||
| Name: | Lau Hoi Leung | ||
| Title: | Director | ||
| CM Strategic Investment Management Holding Limited | Date: August 4, 2026 | ||
| /s/Lau Hoi Leung | |||
| Name: | Lau Hoi Leung | ||
| Title: | Director | ||
| Mighty Commander Limited | Date: August 4, 2026 | ||
| /s/ Huang Yinying | |||
| Name: | Huang Yinying | ||
| Title: | Director | ||