| Item 1. | |
| (a) | Name of issuer:
Fold Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
2942 North 24th Street, Suite 115, #42035
Phoenix, AZ 85016 |
| Item 2. | |
| (a) | Name of person filing:
SZOP Opportunities I LLC
SZOP Multistrat LP
SZOP Multistrat Management LLC
Kerry Propper
Antonio Ruiz-Gimenez |
| (b) | Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119 |
| (c) | Citizenship:
SZOP Opportunities I LLC - Delaware
SZOP Multistrat LP - Delaware
SZOP Multistrat Management LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain |
| (d) | Title of class of securities:
Common Stock, par value $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);
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| (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);
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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).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
SZOP Opportunities I LLC - 5,184,958*
SZOP Multistrat LP - 5,184,958*
SZOP Multistrat Management LLC - 5,184,958*
Kerry Propper - 5,184,958*
Antonio Ruiz-Gimenez - 5,184,958*
*The common stock (the "Shares") of Fold Holdings, Inc. (the "Issuer") reported herein represents Shares that may be purchased by SZOP Opportunities I LLC (the "Holding Company") pursuant to an Equity Purchase Facility Agreement (the "Purchase Agreement"), dated June 16, 2025, between the Holding Company and the Issuer. The Holding Company is wholly owned by the private fund, SZOP Multistrat LP (the "Fund"). SZOP Multistrat Management LLC serves as the investment manager to the Fund (the "Adviser"). Antonio Ruiz-Gimenez and Kerry Propper are the control persons of the Adviser (the "Control Persons", and collectively with the Holding Company, Fund, and 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 that the Holding Company may be required to purchase pursuant to the Purchase Agreement.
Under the Purchase Agreement, at the Issuer's sole discretion, the Holding Company may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Purchase Agreement prohibits the Holding Company from purchasing any Shares, which, when aggregated with all other Shares then beneficially owned by the Holding Company and its affiliates, would result in the beneficial ownership by the Holding Company and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation"). For the sake of clarity, an affiliate of the Reporting Persons is also subject to a contractual limitation that prohibits it from acquiring beneficial ownership of any Shares to the extent that it and its affiliates would beneficially own in excess of 9.99% of the Shares outstanding.
As such, the percent of class reported herein is giving effect to the Ownership Limitation and is based upon a statement in the Issuer's Registration Statement on Form S-1 filed on July 28, 2025 that there were 46,716,520 Shares outstanding as of July 1, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Holding Company does not own any Shares as of the date of the filing and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement. The filing of this report shall not be deemed an admission, 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 such Reporting Person's pecuniary interest, if any, therein. |
| (b) | Percent of class:
SZOP Opportunities I LLC - 9.9%
SZOP Multistrat LP - 9.9%
SZOP Multistrat Management LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
SZOP Opportunities I LLC - 0
SZOP Multistrat LP - 0
SZOP Multistrat Management LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
|
| | (ii) Shared power to vote or to direct the vote:
SZOP Opportunities I LLC - 5,184,958*
SZOP Multistrat LP - 5,184,958*
SZOP Multistrat Management LLC - 5,184,958*
Kerry Propper - 5,184,958*
Antonio Ruiz-Gimenez - 5,184,958*
|
| | (iii) Sole power to dispose or to direct the disposition of:
SZOP Opportunities I LLC - 0
SZOP Multistrat LP - 0
SZOP Multistrat Management LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
SZOP Opportunities I LLC - 5,184,958*
SZOP Multistrat LP - 5,184,958*
SZOP Multistrat Management LLC - 5,184,958*
Kerry Propper - 5,184,958*
Antonio Ruiz-Gimenez - 5,184,958*
|
| 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
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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
|
Rule 13d-1(c)