ATG Capital discloses 12.3% Empery Digital (EMPD) stake in amended 13D

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) received an amended Schedule 13D filing from ATG Capital affiliates reporting a significant ownership position. ATG Capital Opportunities Fund and related entities report beneficial ownership of 4,500,000 common shares, representing approximately 12.3% of Empery Digital’s outstanding stock as of January 30, 2026.

The fund states that the shares were acquired using its working capital, including possible borrowings under portfolio margin agreements. The aggregate purchase price for the 4,500,000 shares is about $21,578,487, including brokerage commissions. The filing clarifies that ATG Capital Opportunities Fund, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg may each 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. 2)

Empery Digital Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

92864V608

(CUSIP Number)

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)

02/03/2026

(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 No. 92864V608

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)

12.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 92864V608

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)

12.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 92864V608

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)

12.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92864V608

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)

12.3 %

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: The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by ATG Fund were purchased with working capital, which may include borrowings under portfolio margin agreements with ATG Fund's custodians. Positions in the Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Shares. The aggregate purchase price of the 4,500,000 Shares owned directly by ATG Fund is approximately $21,578,487, including brokerage commissions.
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 36,507,997 Shares outstanding as of January 30, 2026, which is the difference obtained by subtracting (i) 870,240 pre-funded warrants reported as potentially exercisable in the press release attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026 (the "Press Release"), from (ii) the 37,378,237 Shares outstanding as of January 30, 2026, as disclosed in the Press Release. As of the date hereof, ATG Fund directly beneficially owned 4,500,000 Shares, constituting approximately 12.3% of the Shares outstanding. As of the date hereof, ATG Management may be deemed to beneficially own 4,500,000 Shares, constituting approximately 12.3% of the Shares outstanding. As of the date hereof, ATG GP may be deemed to beneficially own 4,500,000 Shares, constituting approximately 12.3% of the Shares outstanding. As of the date hereof, Mr. Gliksberg may be deemed to beneficially own 4,500,000 Shares, constituting approximately 12.3% 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: The transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise indicated.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities of the Issuer Since the Filing of Amendment No.1 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:	02/04/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	02/04/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	02/04/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	02/04/2026

FAQ

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

The filing reports that ATG Capital Opportunities Fund and related entities beneficially own 4,500,000 shares of Empery Digital common stock, representing approximately 12.3% of the company’s outstanding shares as of January 30, 2026, based on 36,507,997 shares outstanding.

Who are the reporting persons in the Empery Digital (EMPD) Schedule 13D/A Amendment No. 2?

The reporting persons are ATG Capital Opportunities Fund, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg. Each may be deemed to beneficially own the same 4,500,000 shares and each disclaims beneficial ownership of shares not directly owned.

How were the Empery Digital (EMPD) shares acquired according to the Schedule 13D/A?

The filing states the securities were purchased by ATG Capital Opportunities Fund using its working capital, which may include borrowings under portfolio margin agreements. Positions may be held in margin accounts and pledged as collateral to secure debit balances in those accounts.

What is the reported cost basis for ATG Capital’s Empery Digital (EMPD) stake?

The aggregate purchase price for the 4,500,000 shares owned directly by ATG Capital Opportunities Fund is approximately $21,578,487, including brokerage commissions. This figure reflects the total consideration paid to build the reported position in Empery Digital common stock.

How was the 12.3% ownership percentage in Empery Digital (EMPD) calculated?

The 12.3% ownership is based on 36,507,997 shares outstanding as of January 30, 2026. That figure is derived by subtracting 870,240 pre-funded warrants from 37,378,237 shares outstanding, as disclosed in a company press release referenced in the filing.

Does the Empery Digital (EMPD) Schedule 13D/A describe recent share transactions?

The amendment states that transactions in Empery Digital securities by the reporting persons since Amendment No. 1 are listed in Exhibit 1. It notes these trades were executed in the open market unless otherwise indicated in that exhibit, which is incorporated by reference.