| Item 1. | |
| (a) | Name of issuer:
Fold Holdings, Inc. |
| (b) | Address of issuer's principal executive
offices:
2929 Arch Street, Suite 1703, Philadelphia, PA 19104 |
| Item 2. | |
| (a) | Name of person filing:
ATW Growth Opportunities SPV, LLC
ATW Partners Opportunities Management, LLC
Antonio Ruiz-Gimenez
Kerry Propper |
| (b) | Address or principal business office or, if
none, residence:
1 Pennsylvania Plaza, 48th Floor New York, New York 10119 |
| (c) | Citizenship:
ATW Growth Opportunities SPV, LLC- Delaware
ATW Partners Opportunities Management, LLC - Delaware
Antonio Ruiz-Gimenez - Spain
Kerry Propper - United States |
| (d) | Title of class of securities:
Common Stock, par value US$0.0001 per share |
| (e) | CUSIP No.:
29103K100 |
| 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); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (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); |
| (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). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
ATW Growth Opportunities SPV, LLC - 5,176,340 *
ATW Partners Opportunities Management, LLC - 5,176,340 *
Antonio Ruiz-Gimenez - 5,176,340 *
Kerry Propper - 5,176,340 *
*The Common Stock (the "Shares") reported herein represents the Shares held directly by ATW Growth Opportunities SPV, LLC (the "Fund") and the approximate number of shares the Fund may acquire through the exercise of warrants and convertible debt. ATW Partners Opportunities Management, LLC serves as the investment manager to the Fund (the "Adviser"). Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (Mr. Propper and Mr. Ruiz-Gimenez together with the Fund and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund. As of February 19, 2025, the Fund held (i) 500,000 Shares; (ii) certain warrants; and (iii) certain convertible debt, each (ii) - (iii) are exercisable into Shares. Further, each of (i) - (iii) are subject to a blocker which prevents the Fund from exercising its warrants and convertible debt to purchase Shares or otherwise convert such instruments into Shares to the extent that, upon such exercise, the Fund, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker"). As such, the percent of class reported herein is giving effect to the Blocker and is based upon a statement in Fold Holdings, Inc.'s Form 8-K filed on February 14, 2025 that there were 46,138,876 Shares outstanding plus the approximate total number of Shares that the Reporting Persons can acquire (and in certain cases have acquired) upon the exercise of warrants and/or convertible debt subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. |
| (b) | Percent of class:
ATW Growth Opportunities SPV, LLC- 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Antonio Ruiz-Gimenez - 9.9%
Kerry Propper - 9.9% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
ATW Growth Opportunities SPV, LLC- 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (ii) Shared power to vote or to direct the
vote:
ATW Growth Opportunities SPV, LLC- 5,176,340*
ATW Partners Opportunities Management, LLC - 5,176,340*
Antonio Ruiz-Gimenez - 5,176,340*
Kerry Propper - 5,176,340*
|
| | (iii) Sole power to dispose or to direct the
disposition of:
ATW Growth Opportunities SPV, LLC- 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
ATW Growth Opportunities SPV, LLC- 5,176,340*
ATW Partners Opportunities Management, LLC - 5,176,340*
Antonio Ruiz-Gimenez - 5,176,340*
Kerry Propper - 5,176,340*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| 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
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)