SCHEDULE: SZOP Entities Disclose 9.9% Potential Stake in Fold Holdings

SZOP Opportunities I LLC and affiliated entities have disclosed a potential beneficial ownership of 9.9% in Fold Holdings, Inc. through an Equity Purchase Facility Agreement.

Summary

• SZOP Opportunities I LLC, SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper, and Antonio Ruiz-Gimenez have filed a Schedule 13G.
• The filing discloses a potential beneficial ownership of 5,184,958 shares of Fold Holdings, Inc. common stock.
• This represents 9.9% of the class of securities outstanding.
• The ownership stems from an Equity Purchase Facility Agreement dated June 16, 2025, where SZOP Opportunities I LLC may be required to purchase shares at the issuer's discretion.
• As of the filing date, SZOP Opportunities I LLC does not currently own any shares but is filing due to the potential beneficial ownership under the agreement.
• The beneficial ownership is subject to an ownership limitation, prohibiting the reporting persons and their affiliates from exceeding 9.99% of the shares outstanding.
• The percentage of class is calculated based on 46,716,520 shares outstanding as of July 1, 2025, as stated in Fold Holdings, Inc.'s Form S-1 filed on July 28, 2025, plus the approximate number of shares that may be acquired.

Sentiment

Score: 7

Explanation: The disclosure of a significant potential investment by a sophisticated fund through an equity purchase facility is generally a positive signal, indicating a potential source of future capital for the company. While the shares are not yet owned, the agreement provides a flexible financing option.

Positives

• A significant institutional investor group, SZOP, has entered into an Equity Purchase Facility Agreement with Fold Holdings, Inc., indicating a potential future capital infusion for the company.
• The agreement provides Fold Holdings, Inc. with the discretion to require SZOP Opportunities I LLC to purchase shares, offering a potential source of capital at the issuer's initiative.
• The disclosure of a 9.9% potential stake by a sophisticated investment group may signal confidence in Fold Holdings, Inc.'s future prospects.

Negatives

• The reporting persons do not currently own any shares, meaning the capital infusion is contingent on Fold Holdings, Inc. exercising its discretion under the agreement.
• The agreement includes an ownership limitation, preventing the reporting persons from acquiring more than 9.99% of the outstanding shares, which caps the potential capital from this specific facility.

Risks

• The actual purchase of shares and thus the capital infusion is at the sole discretion of Fold Holdings, Inc., meaning there is no guarantee of future share purchases by SZOP Opportunities I LLC.
• The ownership limitation of 9.99% restricts the maximum amount of capital that can be raised through this specific Equity Purchase Facility Agreement from the reporting persons.
• The beneficial ownership is based on a potential acquisition, not current holdings, which means the reported shares are not yet part of the company's capital structure.

Future Outlook

The filing indicates a potential future capital source for Fold Holdings, Inc. through the Equity Purchase Facility Agreement, allowing the company to draw capital by requiring SZOP Opportunities I LLC to purchase shares up to the 9.99% ownership limitation.

Management Comments

• The common stock reported herein represents Shares that may be purchased by SZOP Opportunities I LLC pursuant to an Equity Purchase Facility Agreement.
• Under the Purchase Agreement, at the Issuer's sole discretion, the Holding Company may be required to purchase Shares.
• 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.
• 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.

Industry Context

This filing indicates a strategic financing arrangement, common for companies seeking flexible capital. Equity purchase facilities allow companies to access capital on an as-needed basis, which can be particularly useful for growth-stage companies or those needing to manage cash flow without immediate dilution. The involvement of a multi-strategy fund like SZOP suggests a sophisticated investor's interest in Fold Holdings, Inc.

Comparison to Industry Standards

• NA. This filing is a disclosure of potential beneficial ownership and a financing agreement, not a performance report that can be directly compared to industry financial benchmarks or specific company results. The 9.9% stake is a common threshold for passive investment disclosures.

Stakeholder Impact

• Shareholders: Potential for future dilution as new shares may be issued under the Equity Purchase Facility Agreement, but also potential for increased capital for company operations and growth. The presence of a new significant investor could also be seen positively.
• Company (Fold Holdings, Inc.): Gains a flexible mechanism for raising capital at its discretion, which can support strategic initiatives, operations, or debt reduction.

Next Steps

• Fold Holdings, Inc. may, at its sole discretion, require SZOP Opportunities I LLC to purchase shares under the Equity Purchase Facility Agreement.
• SZOP Opportunities I LLC may acquire shares up to the 9.99% ownership limitation.

Key Dates

Recommendation

The filing indicates a potential future capital infusion for Fold Holdings, Inc. through an Equity Purchase Facility Agreement with SZOP Opportunities I LLC. While this provides a flexible financing option and signals institutional interest, the shares are not yet owned, and the capital raise is at the issuer's discretion. This is a positive development for future liquidity but does not immediately impact current financial performance or valuation, warranting a 'hold' until more details on the actual utilization of the facility or its impact on company operations become clear.

Keywords

Fold Holdings, SZOP Opportunities, Equity Purchase Facility, SEC Filing, Schedule 13G, Beneficial Ownership, Common Stock, Investment, Capital Raise, Institutional Investor