ATW-affiliated group reports 1.74M-share stake in Fold Holdings (FLD)

Rhea-AI Filing Summary

Fold Holdings, Inc. Schedule 13G/A reports that ATW Growth Opportunities SPV, LLC and affiliated reporting persons can acquire 1,739,130 shares of common stock through conversion and/or exercise of warrants within sixty (60) days. The filing states this equals 3.3% of the class, calculated using 50,218,521 Shares outstanding as of March 24, 2026 per the issuer's prospectus. The Reporting Persons disclaim beneficial ownership except to the extent of any pecuniary interest; shared voting and dispositive power is reported rather than sole power. The statement is a joint filing by the Fund, its Adviser, and two control persons and notes the stake is reportable under Rule 13d-3(d)(1)(i).

Insights

Institutional Ownership Specialist

ATW reports a convertible stake equal to 3.3% of Fold's class.

ATW Growth Opportunities SPV and affiliated reporting persons state they can acquire 1,739,130 shares via warrant conversion/exercise within sixty (60) days. The percent of class uses 50,218,521 shares outstanding as of March 24, 2026 from the prospectus.

Cash‑flow treatment and exact exercise mechanics are not detailed in the excerpt; subsequent filings or prospectus language would specify whether exercises are cash, cashless, or contingent. Holder decisions will determine whether these convertible rights lead to actual open‑market activity.

Securities Compliance Analyst

Filing emphasizes shared voting/dispositive power and a Rule 13d-3 construct.

The report attributes shared voting and dispositive power across the Fund, Adviser, and two control persons and expressly disclaims beneficial ownership beyond pecuniary interest. The report cites Rule 13d-3(d)(1)(i) for counting shares issuable on conversion/exercise.

Regulatory significance is administrative: it satisfies disclosure obligations for potential future conversion. Any change in actual ownership or voting power would require an amended filing.

Key Figures

Shares potentially acquirable: 1,739,130 shares Percent of class: 3.3% Shares outstanding: 50,218,521 shares +1 more

4 metrics

Shares potentially acquirable 1,739,130 shares acquirable within sixty (60) days via conversion/exercise of warrants

Percent of class 3.3% percentage reported for each Reporting Person

Shares outstanding 50,218,521 shares shares outstanding as of March 24, 2026 (prospectus cited)

Triggering rule Rule 13d-3(d)(1)(i) used to include issuable shares on conversion/exercise

Key Terms

conversion and/or exercise of warrants, shared voting and dispositive power, Rule 13d-3(d)(1)(i)

3 terms

conversion and/or exercise of warrants financial

"represents the approximate number of Shares which the Fund can acquire within sixty (60) days"

shared voting and dispositive power regulatory

"the Reporting Persons may be deemed to have shared voting and dispositive power"

Rule 13d-3(d)(1)(i) regulatory

"in accordance with Rule 13d-3(d)(1)(i)"

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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 US$0.0001 per share

(Title of Class of Securities)

29103K100

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 29103K100

1

Names of Reporting Persons

ATW Growth Opportunities SPV, 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 1,739,130.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,739,130.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,739,130.00

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)

3.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): 29103K100

1

Names of Reporting Persons

ATW Partners 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 1,739,130.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,739,130.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,739,130.00

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)

3.3 %

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 Number(s): 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 1,739,130.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,739,130.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,739,130.00

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)

3.3 %

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 Number(s): 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 1,739,130.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,739,130.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,739,128.00

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)

3.3 %

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: ATW Growth Opportunities SPV, LLC* ATW Partners Opportunities 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: ATW Growth Opportunities SPV, LLC - Delaware ATW Partners Opportunities Management, LLC - Delaware Kerry Propper - United States Antonio Ruiz-Gimenez - Spain
(d)	Title of class of securities: Common Stock, par value US$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: ATW Growth Opportunities SPV, LLC - 1,739,130* ATW Partners Opportunities Management, LLC - 1,739,130* Kerry Propper - 1,739,130* Antonio Ruiz-Gimenez - 1,739,130* *The Common Stock (the "Shares") of Fold Holdings, Inc. (the "Issuer") reported herein represents the approximate number of Shares which ATW Growth Opportunities SPV, LLC (the "Fund") can acquire within sixty (60) days through the conversion and/or exercise of certain warrants as of March 31, 2026. ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Kerry Propper and Antonio Ruiz-Gimenez are the control persons of the Adviser (Mr. Propper and Mr. Ruiz-Gimenez together with the Fund and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund. The percent of class reported herein is based upon a statement in the Issuer's Prospectus filed on April 8, 2026 that there were 50,218,521 Shares outstanding as of March 24, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of certain warrants in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares 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 the Reporting Person's pecuniary interest, if any, therein.
(b)	Percent of class: ATW Growth Opportunities SPV, LLC - 3.3%* ATW Partners Opportunities Management, LLC - 3.3%* Kerry Propper - 3.3%* Antonio Ruiz-Gimenez - 3.3%*
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: ATW Growth Opportunities SPV, LLC- 0 ATW Partners Opportunities Management, LLC - 0 Kerry Propper - 0 Antonio Ruiz-Gimenez - 0
	(ii) Shared power to vote or to direct the vote: ATW Growth Opportunities SPV, LLC - 1,739,130* ATW Partners Opportunities Management, LLC - 1,739,130* Kerry Propper - 1,739,130* Antonio Ruiz-Gimenez - 1,739,130*
	(iii) Sole power to dispose or to direct the disposition of: ATW Growth Opportunities SPV, LLC- 0 ATW Partners Opportunities Management, LLC - 0 Kerry Propper - 0 Antonio Ruiz-Gimenez - 0
	(iv) Shared power to dispose or to direct the disposition of: ATW Growth Opportunities SPV, LLC - 1,739,130* ATW Partners Opportunities Management, LLC - 1,739,130* Kerry Propper - 1,739,130* Antonio Ruiz-Gimenez - 1,739,130*
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	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.

ATW Growth Opportunities SPV, LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of its Manager
Date:	05/15/2026

ATW Partners Opportunities Management, LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member
Date:	05/15/2026

Kerry Propper

Signature:	/s/ Kerry Propper
Name/Title:	Individually
Date:	05/15/2026

Antonio Ruiz-Gimenez

Signature:	/s/ Antonio Ruiz-Gimenez
Name/Title:	Individually
Date:	05/15/2026

Exhibit Information

Exhibit I - JOINT FILING STATEMENT

FAQ

What stake does ATW report in Fold Holdings (FLD)?

ATW reports the ability to acquire 1,739,130 shares, representing 3.3% of the class, based on 50,218,521 shares outstanding as of March 24, 2026 cited in the prospectus.

Are the reported shares already owned or only issuable?

The filing states the 1,739,130 shares represent the approximate number the Fund can acquire within sixty (60) days through conversion and/or exercise of certain warrants.

Who are the reporting persons named in the 13G/A for FLD?

The joint filing lists ATW Growth Opportunities SPV, LLC, ATW Partners Opportunities Management, LLC, and control persons Kerry Propper and Antonio Ruiz-Gimenez as Reporting Persons.

Does the filing state ATW has sole voting or dispositive power?

No. The filing reports 0 sole voting and 0 sole dispositive power, and records shared voting and dispositive power for 1,739,130 shares.

What basis is used to compute the 3.3% ownership figure?

The percent is computed using the issuer's prospectus statement of 50,218,521 shares outstanding as of March 24, 2026 plus the approximate shares issuable on conversion/exercise per Rule 13d-3(d)(1)(i).