Eightco (NASDAQ: OCTO) updates Worldcoin Tower pact, adds AUM fees
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Eightco Holdings Inc. entered into an Amended and Restated Consulting Agreement with Worldcoin Tower LLC on May 1, 2026. The consultant will keep advising on the Company’s digital asset treasury strategy and now also guide a broader Strategic Asset Strategy.
This strategy has two parts: a Digital Asset Treasury Strategy focused on accumulating digital assets and a new Strategic Investment Strategy focused on investing capital in emerging companies. Eightco will pay a consulting fee of 1.00% per annum of assets under management, covering both Treasury Assets and Investment Assets.
Worldcoin Tower LLC can also earn one-time incentive milestone payments when assets under management first reach $1 billion, $5 billion, and $10 billion, payable in cash or Eightco common stock. Other material terms are described as substantially unchanged from the prior agreement and the full contract is filed as an exhibit.
Positive
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Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Consulting fee rate: 1.00% per annum of AUM
First AUM milestone: $1 billion
Second AUM milestone: $5 billion
+2 more
5 metrics
Consulting fee rate
1.00% per annum of AUM
Fee on Treasury Assets and Investment Assets
First AUM milestone
$1 billion
Triggers one-time incentive payment
Second AUM milestone
$5 billion
Triggers one-time incentive payment
Third AUM milestone
$10 billion
Triggers one-time incentive payment
Agreement date
May 1, 2026
Date of Amended and Restated Consulting Agreement
Key Terms
Amended and Restated Consulting Agreement, Digital Asset Treasury Strategy, Strategic Investment Strategy, assets under management, +2 more
6 terms
Amended and Restated Consulting Agreement regulatory
"entered into an Amended and Restated Consulting Agreement (the “A&R DACA”) with Worldcoin Tower LLC"
Digital Asset Treasury Strategy financial
"two components: (1) the Digital Asset Treasury Strategy, which remains focused on accumulating digital assets"
A digital asset treasury strategy is a plan for managing a company's or organization's digital assets, such as cryptocurrencies or digital tokens, to support its financial goals. It involves deciding how to acquire, hold, and use these assets efficiently, much like managing cash or investments, to optimize value and minimize risks. For investors, understanding this strategy helps gauge how well an organization controls its digital resources and its overall financial health.
Strategic Investment Strategy financial
"(2) a new Strategic Investment Strategy, which is focused on deploying capital to invest in emerging companies"
assets under management financial
"consulting fee equal to 1.00% per annum of assets under management (“AUM”)"
Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.
Treasury Assets financial
"assets under management (“AUM”), which includes both Treasury Assets and Investment Assets"
Treasury assets are the cash and very short-term, low-risk investments a company holds to run its business, meet obligations, and cover emergencies — think of them as a firm’s checking account and short-term savings combined. For investors they signal how easily a company can pay bills, weather downturns, fund dividends, buybacks or invest without raising debt, so larger or more liquid treasury assets usually mean lower short-term financial risk.
Investment Assets financial
"AUM), which includes both Treasury Assets and Investment Assets"
FAQ
What did Eightco Holdings (OCTO) change in its consulting agreement?
Eightco Holdings entered an amended and restated consulting agreement with Worldcoin Tower LLC. It keeps digital asset treasury advice but expands the scope to a broader Strategic Asset Strategy, including a new Strategic Investment Strategy focused on investing in emerging companies.
Who is the consultant under Eightco Holdings’ new agreement?
The consultant is Worldcoin Tower LLC. It will continue advising on Eightco’s digital asset treasury strategy and now also support a wider Strategic Asset Strategy, covering both digital asset accumulation and capital deployment into emerging companies under the updated terms.
How is Worldcoin Tower LLC compensated under the amended Eightco agreement?
Worldcoin Tower LLC earns a consulting fee equal to 1.00% per annum of assets under management. This fee applies to both Treasury Assets and Investment Assets managed under Eightco’s Strategic Asset Strategy as defined in the amended and restated consulting agreement.
What performance milestone payments are possible in Eightco’s consulting deal?
Worldcoin Tower LLC may receive one-time incentive milestone payments when assets under management first reach $1 billion, $5 billion, and $10 billion. These milestone payments may be paid either in cash or in shares of Eightco Holdings’ common stock.
What strategies are included in Eightco Holdings’ Strategic Asset Strategy?
The Strategic Asset Strategy has two components. One is the Digital Asset Treasury Strategy focused on accumulating digital assets. The other is a Strategic Investment Strategy focused on deploying capital to invest in emerging companies, both overseen by Worldcoin Tower LLC.
Where can investors see the full terms of Eightco’s amended consulting agreement?
The full Amended and Restated Consulting Agreement, dated May 1, 2026, is filed as Exhibit 10.94A. It is incorporated by reference, with certain schedules omitted but available to the Securities and Exchange Commission upon request from the company.