SCHEDULE 13G 0001947975 XXXXXXXX LIVE Common Stock, par value US$0.0001 per share 02/19/2025 0001889123 Fold Holdings, Inc. 29103K100 2929 Arch Street, Suite 1703 PHILADELPHIA PA 19104 Rule 13d-1(c) ATW Growth Opportunities SPV, LLC b DE 0.00 5176340.00 0.00 5176340.00 5176340.00 N 9.9 OO Please see note in Item 4(a). ATW Partners Opportunities Management, LLC b DE 0.00 5176340.00 0.00 5176340.00 5176340.00 N 9.9 IA OO Please see note in Item 4(a). Kerry Propper b X1 0.00 5176340.00 0.00 5176340.00 5176340.00 N 9.9 HC IN Please see note in Item 4(a). Antonio Ruiz-Gimenez b U3 0.00 5176340.00 0.00 5176340.00 5176340.00 N 9.9 HC IN Please see note in Item 4(a). Fold Holdings, Inc. 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 ATW Growth Opportunities SPV, LLC ATW Partners Opportunities Management, LLC Antonio Ruiz-Gimenez Kerry Propper 1 Pennsylvania Plaza, 48th Floor New York, New York 10119 ATW Growth Opportunities SPV, LLC- Delaware ATW Partners Opportunities Management, LLC - Delaware Antonio Ruiz-Gimenez - Spain Kerry Propper - United States Y 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. ATW Growth Opportunities SPV, LLC- 9.9% ATW Partners Opportunities Management, LLC - 9.9% Antonio Ruiz-Gimenez - 9.9% Kerry Propper - 9.9% ATW Growth Opportunities SPV, LLC- 0 ATW Partners Opportunities Management, LLC - 0 Antonio Ruiz-Gimenez - 0 Kerry Propper - 0 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* ATW Growth Opportunities SPV, LLC- 0 ATW Partners Opportunities Management, LLC - 0 Antonio Ruiz-Gimenez - 0 Kerry Propper - 0 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* Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit I - JOINT FILING STATEMENT ATW Growth Opportunities SPV, LLC /s/ Kerry Propper 02/26/2025 ATW Partners Opportunities Management, LLC /s/ Kerry Propper 02/26/2025 Kerry Propper /s/ Kerry Propper 02/26/2025 Antonio Ruiz-Gimenez /s/ Antonio Ruiz-Gimenez 02/26/2025