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Schedule 13G: ATW Entities Report 172,511 Shares (9.9%) in Fitell

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Fitell Corporation received a joint Schedule 13G from several ATW-related reporting persons disclosing shared beneficial ownership of 172,511 Class A Ordinary Shares, representing 9.9% of the class on a converted-equivalent basis. The shares reported reflect convertible debt held by ATW Digital Asset Opportunities IX LLC that can be converted into shares but is subject to a blocker preventing conversion that would raise ownership above 9.99%. The filing names the Holding Company, the Fund (ATW Master Fund V LP), the Adviser (ATW Partners Opportunities Management, LLC) and two control persons (Kerry Propper and Antonio Ruiz-Gimenez) and shows no sole voting or dispositive power (all voting and dispositive power is shared). The issuer address is provided as 23-25 Mangrove Lane, Taren Point NSW, C3 2229.

Positive

  • Transparent disclosure of a sizeable economic position (172,511 shares) and the relationships among the Holding Company, Fund, Adviser, and control persons
  • Blocker mechanism explicitly limits automatic conversion above 9.99%, reducing the risk of an immediate >10% ownership change
  • No sole voting or dispositive power reported, indicating decisions are shared among the reporting persons

Negative

  • Concentrated exposure of 9.9% is material and could influence market perception of ownership concentration
  • Conversion reliance: the reported percentage is based on convertible debt rather than current shares, meaning actual voting dynamics could change if conversion terms or the blocker change

Insights

TL;DR: A near-10% economic stake via convertible debt is disclosed; conversion is limited by a blocker that keeps reported ownership at 9.9%.

The filing reports an aggregate economic exposure of 172,511 shares (9.9%) across ATW entities and named individuals, calculated by including convertible debt subject to a blocker that prevents conversion above 9.99%. For investors this is material because it signals a concentrated holder with potential to increase economic exposure up to, but not exceeding, the 9.99% threshold without removing the blocker. Reported governance rights are shared, with 0 sole voting or dispositive power, indicating coordinated control rather than unilateral control. The disclosure is clear on the legal relationships among the Holding Company, Fund, Adviser, and Control Persons.

TL;DR: Joint filing shows coordinated ownership and shared control; blocker restricts conversion-triggered ownership increases above 9.99%.

The Schedule 13G identifies the Adviser and two control persons as having shared voting and dispositive power over the same 172,511 shares derived from convertible debt. The explicit disclaimer of beneficial ownership except for pecuniary interest and the existence of a conversion blocker are important governance details: they clarify that the position is reported on an economic-conversion basis while limiting automatic voting/control shifts from conversion. The joint signature and Exhibit I (Joint Filing Statement) confirm the coordinated, not unilateral, nature of the arrangement.






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




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


SCHEDULE 13G




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


SCHEDULE 13G




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


SCHEDULE 13G




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


SCHEDULE 13G




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


SCHEDULE 13G



ATW Digital Asset Opportunities IX LLC
Signature:/s/ Kerry Propper
Name/Title:Kerry Propper, a Managing Member of its Manager
Date:10/02/2025
ATW Master Fund V LP
Signature:/s/ Kerry Propper
Name/Title:Kerry Propper, a Managing Member of the General Partner
Date:10/02/2025
ATW Partners Opportunities Management, LLC
Signature:/s/ Kerry Propper
Name/Title:Kerry Propper, a Managing Member
Date:10/02/2025
Kerry Propper
Signature:/s/ Kerry Propper
Name/Title:Individually
Date:10/02/2025
Antonio Ruiz-Gimenez
Signature:/s/ Antonio Ruiz-Gimenez
Name/Title:Individually
Date:10/02/2025
Exhibit Information

Exhibit I - JOINT FILING STATEMENT

FAQ

How many shares of FTEL does the filing report and what percent of the class is that?

The filing reports 172,511 Class A Ordinary Shares, representing 9.9% of the class on a converted-equivalent basis.

Which entities and individuals filed the Schedule 13G for FTEL?

The filing was made jointly by ATW Digital Asset Opportunities IX LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez.

Does any reporting person have sole voting or dispositive power over the FTEL shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; all reported voting and dispositive power is shared (172,511 shares).

What is the conversion blocker described in the FTEL filing?

The Holding Company holds convertible debt that is subject to a blocker preventing conversion to the extent conversion would cause beneficial ownership to exceed 9.99% of outstanding shares; the reported 9.9% gives effect to that blocker.

Where is Fitell Corporation's principal executive office listed in the filing?

The issuer address is given as 23-25 Mangrove Lane, Taren Point NSW, C3 2229.
Fitell Corporation

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