Reporting persons tied to the SZOP group disclosed potential beneficial ownership of 5,184,958 shares of Fold Holdings, Inc. common stock, representing 9.9% of the class. These shares reflect rights under an Equity Purchase Facility Agreement with the issuer that may obligate the holding company to buy shares at the issuer's discretion. The holding company does not currently own any shares and the reported percentage gives effect to an ownership limitation that prevents acquisitions above 9.99%. The percent calculation is based on the issuer's registration statement showing 46,716,520 shares outstanding. The filers note shared voting and dispositive power but disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
Potentially material economic exposure: Reporting Persons may acquire 5,184,958 shares, representing 9.9% of the class under the Equity Purchase Facility.
Ownership cap in place: A contractual Ownership Limitation (9.99%) prevents the group from exceeding a near-10% threshold, limiting unintended control.
Negative
No current ownership: The Holding Company does not own any Shares as of the filing, so the reported stake reflects potential, not present, holdings.
Only shared voting/dispositive power: Each Reporting Person reports 0 sole voting or dispositive power and 5,184,958 shared power, indicating no unilateral control.
Disclaimer of beneficial ownership: The Reporting Persons expressly disclaim beneficial ownership except to the extent of any pecuniary interest, limiting clarity on economic alignment.
Insights
TL;DR: SZOP-linked entities report potential acquisition rights for 9.9% of Fold Holdings, a material passive stake under an equity purchase facility.
The filing discloses that SZOP Opportunities I LLC, together with affiliated entities and control persons, may be deemed to beneficially own 5,184,958 shares (9.9%) under an Equity Purchase Facility Agreement. This is a material disclosure because stakes near 10% can influence market perception and liquidity. Crucially, the holding company currently owns no shares and an explicit contractual Ownership Limitation caps aggregate holdings below 9.99%, which constrains accumulation and reduces immediate control risk. Investors should view this as a meaningful ownership signal without current share ownership or sole voting control.
TL;DR: The arrangement signals economic exposure without a present shift in control; shared voting power is asserted, but ownership is limited contractually.
The Schedule 13G frames the relationship as passive: the Reporting Persons state shared voting and dispositive power by virtue of contractual arrangements yet disclaim beneficial ownership except for pecuniary interest. The structure—an Equity Purchase Facility subject to an Ownership Limitation—means the group could acquire shares at the issuer's direction but is contractually barred from exceeding 9.99% ownership. From a governance perspective, there is no assertion of sole voting authority or immediate takeover intent; the filing appears to preserve passive-investor status while documenting potential future accumulation rights.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Fold Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
29103K100
(CUSIP Number)
08/01/2025
(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
5,184,958.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,958.00
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
5,184,958.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,958.00
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)
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
5,184,958.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,958.00
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)
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
5,184,958.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,958.00
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)
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
5,184,958.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,958.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,958.00
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)
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, AZ 85016
Item 2.
(a)
Name of person filing:
SZOP Opportunities I 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 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 - 5,184,958*
SZOP Multistrat LP - 5,184,958*
SZOP Multistrat Management LLC - 5,184,958*
Kerry Propper - 5,184,958*
Antonio Ruiz-Gimenez - 5,184,958*
*The common stock (the "Shares") of Fold Holdings, Inc. (the "Issuer") reported herein represents Shares that may be purchased by SZOP Opportunities I LLC (the "Holding Company") pursuant to an Equity Purchase Facility Agreement (the "Purchase Agreement"), dated June 16, 2025, between the Holding Company and the Issuer. The Holding Company is wholly owned by the private fund, SZOP Multistrat LP (the "Fund"). SZOP Multistrat Management LLC serves as the investment manager to the Fund (the "Adviser"). Antonio Ruiz-Gimenez and Kerry Propper are the control persons of the Adviser (the "Control Persons", and collectively with the Holding Company, Fund, and 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 that the Holding Company may be required to purchase pursuant to the Purchase Agreement.
Under the Purchase Agreement, at the Issuer's sole discretion, the Holding Company 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 the Holding Company from purchasing any Shares, which, when aggregated with all other Shares then beneficially owned by the Holding Company and its affiliates, would result in the beneficial ownership by the Holding Company and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation"). For the sake of clarity, an affiliate of the Reporting Persons is also subject to a contractual limitation that prohibits it from acquiring beneficial ownership of any Shares to the extent that it and its affiliates would beneficially own in excess of 9.99% of the Shares outstanding.
As such, the percent of class reported herein is giving effect to the Ownership Limitation and is based upon a statement in the Issuer's Registration Statement on Form S-1 filed on July 28, 2025 that there were 46,716,520 Shares outstanding as of July 1, 2025 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.
For the sake of clarity, 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.
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 Popper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
08/08/2025
SZOP Multistrat LP
Signature:
/s/ Kerry Popper
Name/Title:
Kerry Propper, a Managing Member of the the General Partner
What stake does the SZOP group report in Fold Holdings (FLDDW)?
The filers report potential beneficial ownership of 5,184,958 shares, equal to 9.9% of the class, under an Equity Purchase Facility.
Does the SZOP holding company currently own Fold Holdings shares?
No. The filing states the Holding Company does not own any shares as of the date of the filing and reports potential acquisition rights only.
Are there limits on how many shares SZOP entities can acquire?
Yes. A contractual Ownership Limitation prohibits the Holding Company and its affiliates from acquiring beneficial ownership that would exceed 9.99% of shares outstanding.
How was the 9.9% figure calculated?
The percentage is based on the issuer's registration statement that reported 46,716,520 shares outstanding, adjusted to reflect the Ownership Limitation and shares SZOP may acquire under the Purchase Agreement.
Do the Reporting Persons claim control of Fold Holdings?
No. The filers state the securities were not acquired to change or influence control and disclaim beneficial ownership except for any pecuniary interest; they report only shared voting and dispositive power.
