SCHEDULE 13G: ATW Entities Disclose 9.9% Passive Stake in Fold Holdings, Inc.

ATW Growth Opportunities SPV, LLC, along with its affiliates, has disclosed a 9.9% passive beneficial ownership stake in Fold Holdings, Inc., primarily through common stock, warrants, and convertible debt.

Summary

• ATW Growth Opportunities SPV, LLC, ATW Partners Opportunities Management, LLC, Antonio Ruiz-Gimenez, and Kerry Propper (collectively, the "Reporting Persons") have filed a Schedule 13G with the SEC.
• The Reporting Persons collectively beneficially own 5,176,340 shares of Fold Holdings, Inc. common stock.
• This ownership represents 9.9% of the company's outstanding common stock.
• The stake includes 500,000 shares held directly by ATW Growth Opportunities SPV, LLC, along with additional shares acquirable through the exercise of warrants and convertible debt.
• All acquisitions are subject to a "blocker" provision, preventing the beneficial ownership from exceeding 9.99% of the outstanding shares upon exercise or conversion.
• The 9.9% ownership calculation is based on 46,138,876 shares outstanding for Fold Holdings, Inc., as reported in their Form 8-K filed on February 14, 2025.

Sentiment

Score: 7

Explanation: The disclosure of a significant passive stake by an institutional investor is generally a positive signal, indicating confidence in the company's long-term prospects, even if it doesn't imply active management involvement.

Positives

• A significant institutional investor, ATW Growth Opportunities SPV, LLC, has taken a substantial 9.9% passive stake in Fold Holdings, Inc., which can be interpreted as a vote of confidence in the company's long-term prospects.
• The investment structure, including common stock, warrants, and convertible debt, suggests a multi-faceted commitment to the company's equity, potentially providing future capital or demonstrating belief in growth.

Risks

• The beneficial ownership is subject to a 'blocker' provision, which prevents ATW Growth Opportunities SPV, LLC from exercising its warrants and convertible debt if it would result in beneficial ownership exceeding 9.99% of Fold Holdings, Inc.'s outstanding shares.

Future Outlook

This Schedule 13G filing is a regulatory disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding Fold Holdings, Inc.'s future operational or financial performance. The reporting persons have certified that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Management Comments

• The Reporting Persons, including Kerry Propper and Antonio Ruiz-Gimenez, certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Fold Holdings, Inc., nor 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 Rule 14a-11.

Industry Context

The filing indicates a significant passive investment by an institutional fund in Fold Holdings, Inc. Such investments are common in the market, reflecting a fund's belief in the long-term value of a company without seeking active management control. This type of disclosure provides transparency regarding major shareholder positions and can signal broader market interest in the company's sector.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor taking a substantial stake may increase investor confidence and potentially influence the share price positively, as it signals external validation of the company's value.

Next Steps

• No specific future actions, events, or milestones for Fold Holdings, Inc. are mentioned in this beneficial ownership filing. The filing primarily serves to disclose the current ownership structure.

Key Dates

Recommendation

Keywords

Fold Holdings Inc., ATW Growth Opportunities SPV, ATW Partners Opportunities Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Convertible Debt, Institutional Investment, Passive Stake