| Item 1. | |
| (a) | Name of issuer:
Eightco Holdings Inc. |
| (b) | Address of issuer's principal executive offices:
101 Larry Holmes Drive, Suite 313, Easton, PA, 18042. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
CF Series DAT A LP ("CF DAT A LP")
CF Series DAT A GP LLC ("CF DAT A GP")
CoinFund Liquid Opportunities LP ("CFLO" or "CFLO LP")
CoinFund Liquid Opportunities GP LLC ("CFLO GP")
Series F Liquid Opportunities LP ("Series F" or "Series F LP")
Series F Liquid Opportunities GP LLC ("Series F GP")
Series G Liquid Opportunities LP ("Series G" or "Series G LP")
Series G Liquid Opportunities GP LLC ("Series G GP")
CoinFund Management LLC ("CoinFund Mgr")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
5 Bryant Park, Suite 1003
New York, NY 10018 |
| (c) | Citizenship:
CF DAT A LP Delaware
CF DAT A GP Delaware
CFLO Cayman Islands
CFLO GP Delaware
Series F Cayman Islands
Series F GP Delaware
Series G Cayman Islands
Series G GP Delaware
CoinFund Mgr Delaware |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
22890A302 |
| 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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 5,270,117 shares of Common Stock and warrants ("Warrants") exercisable for up to 2,045,735 shares of Common Stock held directly by CF DAT A LP; (ii) 9,627,145 shares of Common Stock and Warrants exercisable for up to 3,737,030 shares of Common Stock held directly by CFLO; (iii) 1,120,125 shares of Common Stock and Warrants exercisable for up to 434,806 shares of Common Stock held directly by Series F; and (iv) 1,105,901 shares of Common Stock and Warrants exercisable for up to 429,284 shares of Common Stock held directly by Series G. The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Warrants to the extent that, following exercise, each of CF DAT A LP, CFLO, Series F and Series G, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. Each of CF DAT A LP, CFLO, Series F and Series G is currently prohibited from exercising the Warrants to the extent that such exercise would result in beneficial ownership of more than 18,241,012 shares of Common Stock.
CF DAT A GP is the general partner of CF DAT A LP; CFLO GP is the general partner of CFLO; Series F GP is the general partner of Series F; and Series G GP is the general partner of Series G. CoinFund Mgr is the management company of each of CF DAT A GP, CFLO GP, Series F GP and Series G GP. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the Common Stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 181,474,997 shares outstanding as of September 9, 2025, based on disclosures in the Issuer's Registration Statement on Form S-3 filed on September 11, 2025, and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of CoinFund Mgr's cover page has been rounded down to 9.9%. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
|
| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
|
| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)