Large Empery Digital (EMPD) holder reports 14.7% stake with 4.5M shares

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) received an updated Schedule 13D/A from ATG Capital affiliates and Gabriel Gliksberg, confirming beneficial ownership of 4,500,000 common shares, or about 14.7% of the company.

The filing explains that this percentage change results solely from a decrease in Empery Digital’s total shares outstanding, not from any new share purchases or sales by the reporting group. The ownership percentage is calculated using 30,628,395 shares outstanding as of March 6, 2026, derived from the company’s press release that also referenced 616,598 pre-funded warrants. Each of ATG Capital Opportunities Fund, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg may be deemed to beneficially own the same 4,500,000 shares, and each disclaims beneficial ownership of any shares not directly owned.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Empery Digital Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

GABRIEL GLIKSBERG
ATG CAPITAL MANAGEMENT LP, 16690 Collins Avenue
Sunny Isles Beach, FL, 33160
786-519-0995

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ATG Capital Opportunities Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ATG Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ATG Capital Management GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Gabriel Gliksberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: Empery Digital Inc.
(c)	Address of Issuer's Principal Executive Offices: 3121 EAGLES NEST, SUITE 120, ROUND ROCK, TEXAS , 78665.
Item 1 Comment: This Amendment No. 5 to the Schedule 13D is being filed due to a change in the percentage of the outstanding number of Shares owned by the Reporting Persons solely due to a decrease in the aggregate number of Shares outstanding and not due to any transaction by the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 30,628,395 Shares outstanding as of March 6, 2026, which is the difference obtained by subtracting (i) 616,598 pre-funded warrants reported as potentially exercisable in the press release issued by the Company's Current Report on March 9, 2026 (the "Press Release"), from (ii) the 31,244,993 Shares outstanding as of March 6, 2026, as disclosed in the Press Release. As of the date hereof, ATG Fund directly beneficially owned 4,500,000 Shares, constituting approximately 14.7% of the Shares outstanding. As of the date hereof, ATG Management may be deemed to beneficially own 4,500,000 Shares, constituting approximately 14.7% of the Shares outstanding. As of the date hereof, ATG GP may be deemed to beneficially own 4,500,000 Shares, constituting approximately 14.7% of the Shares outstanding. As of the date hereof, Mr. Gliksberg may be deemed to beneficially own 4,500,000 Shares, constituting approximately 14.7% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(c)	Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ATG Capital Opportunities Fund LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, the general partner of ATG Capital Management LP, its investment manager
Date:	03/09/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	03/09/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	03/09/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	03/09/2026

FAQ

What ownership stake in Empery Digital (EMPD) is reported in this Schedule 13D/A?

The reporting group discloses beneficial ownership of 4,500,000 Empery Digital common shares, representing about 14.7% of shares outstanding. This figure is based on 30,628,395 shares outstanding as of March 6, 2026, using data from a company press release.

Who are the reporting persons in the Empery Digital (EMPD) Schedule 13D/A Amendment No. 5?

The filing lists ATG Capital Opportunities Fund, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg as reporting persons. Each may be deemed to beneficially own the same 4,500,000 Empery Digital common shares reported in the amendment.

Did ATG Capital or Gabriel Gliksberg trade Empery Digital (EMPD) shares in this amendment period?

No. The filing states there have been no transactions in Empery Digital securities by the reporting persons since Amendment No. 4. The change in beneficial ownership percentage arises only from a decrease in the company’s total shares outstanding, not from trading activity.

Why did the reported ownership percentage in Empery Digital (EMPD) change in this Schedule 13D/A?

The amendment explains the percentage changed solely because the number of Empery Digital shares outstanding decreased. The reporting persons’ 4,500,000-share position remained the same; the higher percentage reflects a smaller overall share count at the company level.

How was the Empery Digital (EMPD) share count calculated for this Schedule 13D/A?

The filing uses 30,628,395 shares outstanding as of March 6, 2026. This is derived by subtracting 616,598 pre-funded warrants from 31,244,993 total shares reported in a company press release referenced in the amendment’s ownership calculations.

Do the reporting persons fully admit beneficial ownership of all Empery Digital (EMPD) shares in this filing?

The document states that each reporting person disclaims beneficial ownership of any Empery Digital securities not directly owned. The Schedule 13D/A should not be considered an admission of beneficial ownership beyond the 4,500,000 shares directly or indirectly held as described.