SCHEDULE: MOZAYYX UGP Takes 9.99% Stake in Eightco Holdings

MOZAYYX UGP, along with its affiliates and control persons, has acquired a 9.99% beneficial ownership stake in Eightco Holdings Inc., including shares and strategic advisor warrants.

Summary

• MOZAYYX UGP, LLC, Xuan Yong, and Matthew Gefter (Reporting Persons) collectively reported beneficial ownership of 18,129,352 shares of Eightco Holdings Inc. common stock.
• This represents 9.99% of Eightco Holdings Inc.'s outstanding common stock, based on 181,474,997 shares as of September 9, 2025.
• The ownership includes 16,438,356 shares purchased by MOZAYYX TOWER SPV 2, LP and MOZAYYX Master Fund LP, both entities controlled by UGP.
• Additionally, 1,690,996 shares are beneficially owned through Strategic Advisor Warrants issued to Worldcoin Tower Instant LLC (WTI), for which UGP is the sole manager, exercisable within 60 days.
• WTI will provide business advisory services to Eightco Holdings Inc. regarding the digital asset ecosystem and other strategic advice.
• The Strategic Advisor Warrants provide rights to acquire up to 9,917,844 shares, but are subject to a 9.99% beneficial ownership cap, preventing WTI or its affiliates from exceeding this threshold upon exercise.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment and partnership, suggesting a positive future direction for Eightco Holdings Inc. in the digital asset space. The 9.99% cap on warrants is a minor limitation but does not detract significantly from the overall positive strategic implications.

Positives

• Eightco Holdings Inc. gains strategic advisory services from Worldcoin Tower Instant LLC (WTI) in the digital asset ecosystem, potentially expanding and diversifying its business operations.
• The significant investment by MOZAYYX UGP and its affiliates demonstrates confidence in Eightco Holdings Inc.'s strategic direction and future prospects.
• The integration of cryptocurrency and digital asset strategies aligns Eightco Holdings Inc. with a high-growth and evolving industry sector.

Negatives

• The 9.99% beneficial ownership cap on the Strategic Advisor Warrants limits the immediate potential for WTI to increase its stake significantly beyond the current reported percentage, even though the warrants cover a larger number of shares.

Future Outlook

The Reporting Persons may acquire additional securities or dispose of their current holdings in Eightco Holdings Inc. in the future. Worldcoin Tower Instant LLC is committed to providing ongoing business advisory services regarding the digital asset ecosystem and other strategic advice to Eightco Holdings Inc.

Management Comments

• Xuan Yong, as one of the two officers and control persons of UGP, is reporting the same securities as UGP.
• Matthew Gefter as one of the two officers and control persons of UGP, is reporting the same securities as UGP.
• The Reporting Persons disclaim status as a 'group' for purposes of this Schedule 13D.
• At the present time, no Reporting Person has any current plans or future intentions of making additional changes to the board of directors, management, or changing the number/terms of board of director members of the Issuer.

Industry Context

This filing indicates a growing trend of investment entities and strategic advisors engaging with companies to integrate digital asset and cryptocurrency strategies. The involvement of MOZAYYX UGP, through its affiliate Worldcoin Tower Instant LLC, suggests Eightco Holdings Inc. is positioning itself to capitalize on the evolving digital asset ecosystem, aligning with broader industry shifts towards blockchain and crypto adoption.

Related Party Transactions

• MOZAYYX TOWER SPV 2, LP and MOZAYYX Master Fund LP, both controlled by MOZAYYX UGP, LLC, purchased 16,438,356 shares of Eightco Holdings Inc. common stock via a Securities Purchase Agreement.
• Worldcoin Tower Instant LLC (WTI), for which MOZAYYX UGP, LLC is the sole manager, entered into a Strategic Advisor Agreement with Eightco Holdings Inc. and received Strategic Advisor Warrants as compensation for services.

Stakeholder Impact

• Shareholders: Potential for increased share value due to a strategic partnership and enhanced expertise in the digital assets sector.
• Management: Gains access to specialized strategic advice and expertise in the digital asset ecosystem, supporting business diversification.
• Employees: Potential for new opportunities or shifts in company focus related to the integration of digital asset strategies.

Next Steps

• Worldcoin Tower Instant LLC will provide business advisory services to Eightco Holdings Inc. regarding the digital asset ecosystem.
• The Reporting Persons may acquire or dispose of additional securities of Eightco Holdings Inc. in the future.

Key Dates

Recommendation

The acquisition of a 9.99% stake by MOZAYYX UGP and its affiliates, coupled with a strategic advisory agreement focused on digital assets, represents a positive strategic development for Eightco Holdings Inc. This partnership could enhance the company's market position and diversify its business operations into a high-growth sector. However, without detailed financial projections or a comprehensive valuation, a 'hold' recommendation is prudent to observe the execution and impact of this strategic initiative on the company's financial performance.

Keywords

Eightco Holdings Inc., MOZAYYX UGP, Schedule 13D, Beneficial Ownership, Strategic Advisor Warrants, Digital Assets, Cryptocurrency, Investment, Xuan Yong, Matthew Gefter