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SZOP Opportunities I LLC and affiliates updated their ownership disclosure for Fold Holdings, Inc. They report the right to acquire 5,361,529 shares of common stock under an Equity Purchase Facility Agreement, representing 9.9% of the class, subject to a 9.99% ownership cap.
The amendment reflects that SZOP Multistrat LP transferred its interests in SZOP Opportunities I LLC to SZOP Opportunities Management LLC. As a result, SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper and Antonio Ruiz-Gimenez report zero beneficial ownership and treat this as an exit filing under Rule 13d-3.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Fold Holdings (FLD) does SZOP Opportunities report?
SZOP Opportunities I LLC reports beneficial ownership of 5,361,529 Fold Holdings shares, equal to 9.9% of the common stock. This reflects shares it may purchase under an Equity Purchase Facility Agreement, subject to a 9.99% ownership limitation in the contract.
Which entities and individuals are listed as reporting persons in this Fold Holdings (FLD) Schedule 13G/A?
The filing lists SZOP Opportunities I LLC, SZOP Opportunities Management LLC, SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper, and Antonio Ruiz-Gimenez. After restructuring, only SZOP Opportunities I LLC and its manager report beneficial ownership; the others are treated as exit filers.
What is the Equity Purchase Facility Agreement mentioned for Fold Holdings (FLD)?
The Equity Purchase Facility Agreement allows SZOP Opportunities I LLC to purchase Fold Holdings common shares at the issuer’s discretion. Purchases are subject to terms, conditions, and an ownership limitation that prevents SZOP and its affiliates from exceeding 9.99% of outstanding shares.
How is the 9.9% ownership percentage in Fold Holdings (FLD) calculated in the filing?
The 9.9% figure is based on 48,307,642 Fold Holdings shares outstanding from a Form 10-Q filed November 10, 2025, plus the approximate shares SZOP may acquire at the issuer’s direction, while still respecting the 9.99% ownership limitation under Rule 13d-3(d)(1)(i).
Which parties in this Fold Holdings (FLD) filing now report zero beneficial ownership?
SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper and Antonio Ruiz-Gimenez each report beneficial ownership of 0 shares, or 0.0% of the class. The amendment serves as an exit filing for these parties under the Schedule 13G beneficial ownership rules.
Does SZOP state any intent to influence control of Fold Holdings (FLD)?
The certification states the securities were not acquired and are not held to change or influence control of Fold Holdings. They are also not held in connection with any control-related transaction, other than activities solely related to a nomination under Rule 240.14a-11.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fold Holdings, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
29103K100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
29103K100
1
Names of Reporting Persons
SZOP Opportunities I LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,361,529.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,361,529.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,361,529.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
29103K100
1
Names of Reporting Persons
SZOP Opportunities Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,361,529.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,361,529.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,361,529.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
29103K100
1
Names of Reporting Persons
SZOP Multistrat LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
29103K100
1
Names of Reporting Persons
SZOP Multistrat Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
29103K100
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
29103K100
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fold Holdings, Inc.
(b)
Address of issuer's principal executive offices:
2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona 85016
Item 2.
(a)
Name of person filing:
SZOP Opportunities I LLC
SZOP Opportunities Management LLC
SZOP Multistrat LP
SZOP Multistrat Management LLC
Kerry Propper
Antonio Ruiz-Gimenez
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
SZOP Opportunities I LLC - Delaware
SZOP Opportunities Management LLC - Delaware
SZOP Multistrat LP - Delaware
SZOP Multistrat Management LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP No.:
29103K100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
SZOP Opportunities I LLC - 5,361,529*
SZOP Opportunities Management LLC - 5,361,529*
SZOP Multistrat LP - 0*
SZOP Multistrat Management LLC - 0*
Kerry Propper - 0*
Antonio Ruiz-Gimenez - 0*
*The common stock (the "Shares") of Fold Holdings, Inc. (the "Issuer") reported herein represents Shares that may be purchased by SZOP Opportunities I LLC ("SZOP Opportunities") pursuant to an Equity Purchase Facility Agreement (the "Purchase Agreement"), between SZOP Opportunities and the Issuer.
Since the most recently filed Schedule 13G, SZOP Multistrat LP transferred its ownership interests in SZOP Opportunities to an affiliated entity, SZOP Opportunities Management LLC (the "Manager", and collectively with SZOP Opportunities, the "Reporting Persons"). As such, this amendment reflects the current ownership structure of SZOP Opportunities. The Manager is managed by a board of managers comprised of three persons which requires that voting and disposition decisions with respect to the Shares be approved by a majority of the managers. As such, this amendment also serves as an exit filing for each of SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper and Antonio Ruiz-Gimenez as those reporting persons no longer beneficially own Shares within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act").
Under the Purchase Agreement, at the Issuer's sole discretion, SZOP Opportunities may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Purchase Agreement prohibits SZOP Opportunities from purchasing any Shares, which, when aggregated with all other Shares then beneficially owned by SZOP Opportunities and its affiliates, would result in the beneficial ownership by SZOP Opportunities and its affiliates exceeding 9.99% of the Shares outstanding (the "Ownership Limitation").
As such, the percent of class reported herein gives effect to the Ownership Limitation and is based upon a statement in the Issuer's Form 10-Q filed on November 10, 2025 that there were 48,307,642 Shares outstanding plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
The Reporting Persons are electing to file this Schedule 13G solely to the extent that, for the purposes of Rule 13d-3 of the Act, 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 Act, as amended, or for any other purpose. Each of the Reporting Persons (and previous reporting persons) disclaim beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, 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.
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.
SZOP Opportunities I LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/17/2026
SZOP Opportunities Management LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member
Date:
02/17/2026
SZOP Multistrat LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
