Share Issue/Capital Change • Dec 17, 2025
Share Issue/Capital Change
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Under the Securities Exchange Act of 1934 (Amendment No. 25)
| Sapiens International Corporation N.V. |
|---|
| (Name of Issuer) |
| Common Shares, (euro) 0.01 Par Value |
| (Title of Class of Securities) |
| G7T16G103 |
| (CUSIP Number) |
| Guy Bernstein Formula Systems (1985) Ltd. Terminal Center, 1 Yahadut Canada Street Or-Yehuda, L3, 6037501 972-3-5389305 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| 12/17/2025 |
| (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). |
CUSIP No. G7T16G103
| 1 | Name of reporting person | ||
|---|---|---|---|
| Formula Systems (1985) Ltd. (0001045986) | |||
| 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) WC |
||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | ||
| 6 | Citizenship or place of organization ISRAEL |
||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7 | Sole Voting Power 0.00 |
|
| 8 | Shared Voting Power 0.00 |
||
| 9 | Sole Dispositive Power 0.00 |
||
| 10 | Shared Dispositive Power 0.00 |
||
| 11 | Aggregate amount beneficially owned by each reporting person 0.00 |
||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) | ||
| 13 | Percent of class represented by amount in Row (11) 0.00 % |
||
| 14 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(a) Title of Class of Securities:
Common Shares, (euro) 0.01 Par Value
(b) Name of Issuer:
Sapiens International Corporation N.V.
(c) Address of Issuer's Principal Executive Offices:
Azrieli Center, 26 Harokmim Street, Holon, L3 5885800
The Reporting Person utilized working capital in acquiring Common Shares that it had held.
The Reporting Person is filing this Amendment No. 25 to Schedule 13D ("Amendment No. 25") in order to report that it no longer holds any Common Shares of the Issuer.
The transactions contemplated under that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 12, 2025, by and among the Issuer, SI Swan UK Bidco Limited, a private limited company incorporated under the laws of Guernsey ("Bidco"), SI Swan Guernsey Holdco Limited, a private limited company incorporated under the laws of Guernsey ("Parent"), and SI Swan Cayman Merger Sub Ltd., a Cayman Islands exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub") were completed on December 17, 2025, pursuant to which Merger Sub has merged with and into the Issuer (the "Merger") and ceased to exist, with the Issuer as the surviving company in the Merger.
As contemplated under the Merger Agreement and ancillary agreements related to the Merger, the Common Shares have been delisted from the Nasdaq Global Select Market and the Tel-Aviv Stock Exchange Ltd. and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Issuer has become a privately held company.
Pursuant to a rollover agreement, dated as of August 12, 2025, to which the Reporting Person was party with SI Swan UK Topco Limited, a private limited company incorporated under the laws of Guernsey ("Topco"), Parent, Bidco and Merger Sub (the "Rollover Agreement"), immediately after the consummation of the Merger, the Reporting Person exchanged all of its holdings of Common Shares for holdings in Topco.
(e) The Reporting Person ceased to be the beneficial owner of more than 5% of the Common Shares on December 17, 2025, upon the closing of the Merger and the transactions under the Rollover Agreement.
Please see the description of the Merger Agreement and Rollover Agreement in Item 4 above. The transactions contemplated under those agreements were completed on December 17, 2025.
Exhibit 1. Agreement and Plan of Merger, dated as of August 12, 2025, by and among the Issuer, Bidco, Parent, and Merger Sub (incorporated by reference to Annex A to the Proxy Statement, dated October 16, 2025, for the Extraordinary General Meeting of the Issuer held on November 19, 2025, filed by the Issuer with the SEC as Exhibit 99.a(1) to Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 on October 16, 2025)
Exhibit 2. Rollover Agreement, dated as of August 12, 2025, by and among the Reporting Person, Topco, Parent, Bidco and Merger Sub (incorporated by reference to Exhibit 99.d(2) to Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 on October 16, 2025)
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.
Signature: /s/ Asaf Berenstin
Name/Title: Asaf Berenstin, Chief Financial Officer
Date: 12/17/2025
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