eToro Group Ltd-A美股招股说明书(2025-05-15版)

This is an initial public offering of ClassA common shares of eToro Group Ltd. We are offering 5,961,509ClassA common shares, and the selling shareholders identified in this prospectus are offering5,961,509Class Acommonshares.We will not receive any proceeds from the sale of Class A common shares by the sellingshareholders. Prior to this offering, there has been no public market for our ClassA common shares.The initial publicoffering priceis$52.00per ClassA common share.Our Class A common shares have been approved for listingon theNasdaq Global Select Market under the symbol “ETOR.” Upon consummation of this offering, we will have two classes of authorized common shares: ClassA commonshares and ClassB common shares. The rights of the holders of ClassA common shares and ClassB common shareswill be identical, except with respect to voting, conversion and transferability. Each ClassA common share will beentitled to one vote. Each ClassB common shares will be entitled to 10 votes, and will be convertible at any time intoone ClassA common share. Outstanding ClassB common shares will represent approximately88.9% of the votingpower of our outstanding share capital immediately following this offering (or88.5% if the underwriters exercise theiroption to purchase additional ClassA common shares in full), with our directors, executive officers and principalshareholders representing approximately52.0% of the voting power of our outstanding share capital immediatelyfollowing this offering (or51.8% if the underwriters exercise their option to purchase additional ClassA commonsharesin full).For further information,see“Principal and Selling Shareholders”and“Description of ShareCapital.” We are a “foreign private issuer” as defined under the U.S.federal securities laws, and as such, have electedto comply, and may elect to do so in the future, with certain reduced public company reporting requirements. See“Prospectus Summary—Implicationsof Being a Foreign Private Issuer.” Investing in our ClassA common shares involves a high degree of risk. See “RiskFactors” on page24.___________________________ We have granted to the underwriters a 30-dayoption to purchase up to1,788,452additional ClassA commonshares at the initial public offering price less the underwriting discounts and commissions. At our request, the underwriters have reserved up to596,150Class A common shares, or 5% of the sharesoffered by this prospectus, for sale at the initial public offering price through a directed share program to certainindividuals and entities as determined by certain of our officers. For more information on our directed share program,see the section titled “Underwriting—Directed Share Program.” The underwriters expect to deliver the ClassA common shares against payment in NewYork, NewYork on orabout May15, 2025. GoldmanSachs&Co DeutscheBankSecuritiesKeefe,Bruyette&WoodsA Stifel CompanyCanaccord GenuityRothschild&Co Needham&Company SusquehannaFinancialGroup,LLLP The date of this prospectusis May 13, 2025 Table of Contents See “Market, Industry and Other Data—Testimonials.” Table of Contents See “Market, Industry and Other Data—Testimonials.” TABLE OF CONTENTS Neither we, the selling shareholders nor the underwriters have authorized anyone toprovide you with any information or make any representation other than the informationcontained in this prospectus, any amendment or supplement to this prospectus or in any freewriting prospectus we may authorize to be delivered or made available to you. Neither we,the selling shareholders nor the underwriters take any responsibility for, and can provide noassuranceas to the reliability of,any information other than the information in thisprospectus or in any free writing prospectus we may authorize to be delivered or madeavailable to you. The information contained in this prospectus is accurate only as of the dateon the front of this prospectus, regardless of the time of delivery of this prospectus or anysale of ClassA common shares. Our business, financial condition and results of operationsmay have changed since the date on the cover page of this prospectus. This prospectus is notan offer to sell or the solicitation of an offer to buy these ClassA common shares in anycircumstances under which such offer or solicitation is unlawful.___________________________ ABOUT THIS PROSPECTUS As used in this prospectus, unless the context otherwise requires, references to “we,”“us,” “our,” “our business,” the “Company,” “eToro” and similar references refer toeToro Group Ltd., a company organized under the laws of the British Virgin Islands, and,where appropriate, its consolidated subsidiaries. PRESENTATION OF FINANCIAL INFORMATION AND CERTAIN DEFINITIONS Presentation of Financial Information Our audited consolidated financial statements as of December31, 2024, 2023 and 2022and for theyears ended December31, 2024, 2023 and 2022 included in this prospectus havebeen prepared in accordance with Inte