Eightco Holdings Inc. is the subject of an amended Schedule 13G showing that several CoinFund-affiliated investment vehicles collectively report beneficial ownership of 20,056,395 shares of common stock as of December 31, 2025. This represents 9.9% of Eightco’s common stock, based on 197,831,615 shares outstanding as of November 14, 2025.
The ownership is held through CF Series DAT A LP, CoinFund Liquid Opportunities LP, Series F Liquid Opportunities LP, and Series G Liquid Opportunities LP, each with associated general partners and overseen by CoinFund Management LLC. The positions include both common shares and warrants that are exercisable into additional shares.
The warrants contain a “Beneficial Ownership Blocker”, preventing any of these funds and their affiliates from exercising warrants if it would push their ownership above 9.99% of the outstanding common stock or above 20,056,395 shares in total. The reporting persons certify that the securities are not held to change or influence control of Eightco Holdings.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Eightco Holdings Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
22890A302
(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.
22890A302
1
Names of Reporting Persons
CF Series DAT A 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
6,172,854.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,172,854.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,172,854.00
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)
3.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
CF Series DAT A GP 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
6,172,854.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,172,854.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,172,854.00
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)
3.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
CoinFund Liquid Opportunities 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,276,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,276,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,276,212.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
CoinFund Liquid Opportunities GP 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
11,276,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,276,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,276,212.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
Series F Liquid Opportunities 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,311,995.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,311,995.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,311,995.00
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)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
Series F Liquid Opportunities GP 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
1,311,995.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,311,995.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,311,995.00
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)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
Series G Liquid Opportunities 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,295,334.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,295,334.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,334.00
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)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
Series G Liquid Opportunities GP 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
1,295,334.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,295,334.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,334.00
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)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
22890A302
1
Names of Reporting Persons
CoinFund 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
20,056,395.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,056,395.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,056,395.00
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
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Eightco Holdings Inc.
(b)
Address of issuer's principal executive offices:
101 Larry Holmes Drive, Suite 313, Easton, PA, 18042.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
CF Series DAT A LP ("CF DAT A LP")
CF Series DAT A GP LLC ("CF DAT A GP")
CoinFund Liquid Opportunities LP ("CFLO")
CoinFund Liquid Opportunities GP LLC ("CFLO GP")
Series F Liquid Opportunities LP ("Series F")
Series F Liquid Opportunities GP LLC ("Series F GP")
Series G Liquid Opportunities LP ("Series G")
Series G Liquid Opportunities GP LLC ("Series G GP")
CoinFund Management LLC ("CoinFund Mgr")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
5 Bryant Park, Suite 1003
New York, NY 10018
(c)
Citizenship:
CF DAT A LP Delaware
CF DAT A GP Delaware
CFLO Cayman Islands
CFLO GP Delaware
Series F Cayman Islands
Series F GP Delaware
Series G Cayman Islands
Series G GP Delaware
CoinFund Mgr Delaware
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
22890A302
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 5,270,117 shares of common stock and warrants ("Warrants") exercisable for up to 2,045,735 shares of common stock held directly by CF DAT A LP; (ii) 9,627,145 shares of common stock and Warrants exercisable for up to 3,737,030 shares of common stock held directly by CFLO; (iii) 1,120,125 shares of common stock and Warrants exercisable for up to 434,806 shares of common stock held directly by Series F; and (iv) 1,105,901 shares of common stock and Warrants exercisable for up to 429,284 shares of common stock held directly by Series G. The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Warrants to the extent that, following exercise, each of CF DAT A LP, CFLO, Series F and Series G, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. Each of CF DAT A LP, CFLO, Series F and Series G is currently prohibited from exercising the Warrants to the extent that such exercise would result in beneficial ownership of more than 20,056,395 shares of common stock.
CF DAT A GP is the general partner of CF DAT A LP; CFLO GP is the general partner of CFLO; Series F GP is the general partner of Series F; and Series G GP is the general partner of Series G. CoinFund Mgr is the management company of each of CF DAT A GP, CFLO GP, Series F GP and Series G GP.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 197,831,615 shares outstanding as of November 14, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 14, 2025, and giving effect to Warrants, to the extent exercisable within 60 days of December 31, 2025, as referenced herein. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of CoinFund Mgr's cover page has been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
CF Series DAT A LP
Signature:
/s/ Seth Ginns
Name/Title:
By CF Series DAT A GP LLC, its general partner, By Seth Ginns, Managing Member
Date:
02/17/2026
CF Series DAT A GP LLC
Signature:
/s/ Seth Ginns
Name/Title:
By Seth Ginns, Managing Member
Date:
02/17/2026
CoinFund Liquid Opportunities LP
Signature:
/s/ Seth Ginns
Name/Title:
By CoinFund Liquid Opportunities GP LLC, its general partner, By Seth Ginns, Managing Member
Date:
02/17/2026
CoinFund Liquid Opportunities GP LLC
Signature:
/s/ Seth Ginns
Name/Title:
By Seth Ginns, Managing Member
Date:
02/17/2026
Series F Liquid Opportunities LP
Signature:
/s/ Seth Ginns
Name/Title:
By Series F Liquid Opportunities GP LLC, its general partner, By Seth Ginns, Managing Member
Date:
02/17/2026
Series F Liquid Opportunities GP LLC
Signature:
/s/ Seth Ginns
Name/Title:
By Seth Ginns, Managing Member
Date:
02/17/2026
Series G Liquid Opportunities LP
Signature:
/s/ Seth Ginns
Name/Title:
By Series G Liquid Opportunities GP LLC, its general partner, By Seth Ginns, Managing Member
Date:
02/17/2026
Series G Liquid Opportunities GP LLC
Signature:
/s/ Seth Ginns
Name/Title:
By Seth Ginns, Managing Member
Date:
02/17/2026
CoinFund Management LLC
Signature:
/s/ Seth Ginns
Name/Title:
By Seth Ginns, Managing Member
Date:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on September 16, 2025).
What does the OCTO Schedule 13G/A filing by CoinFund report?
The Schedule 13G/A reports CoinFund-affiliated entities beneficially owning 20,056,395 Eightco Holdings shares, or 9.9% of the company. Holdings include common stock and warrants, reported as of December 31, 2025, based on 197,831,615 shares outstanding November 14, 2025.
How large is CoinFund Management LLC’s stake in Eightco Holdings (OCTO)?
CoinFund Management LLC reports beneficial ownership of 20,056,395 Eightco Holdings common shares, equal to 9.9% of the class. This percentage is calculated using 197,831,615 shares outstanding as of November 14, 2025, as disclosed in Eightco’s Form 10-Q.
Which CoinFund-related funds hold OCTO shares according to the 13G/A?
The filing lists CF Series DAT A LP, CoinFund Liquid Opportunities LP, Series F Liquid Opportunities LP, and Series G Liquid Opportunities LP as holding Eightco shares and warrants. Each fund has a Delaware general partner, and CoinFund Management LLC acts as management company to these general partners.
How many Eightco (OCTO) shares does each CoinFund vehicle beneficially own?
CF Series DAT A LP holds 5,270,117 shares plus warrants for 2,045,735 shares. CoinFund Liquid Opportunities holds 9,627,145 shares plus warrants for 3,737,030 shares. Series F and Series G each hold about 1.1 million shares plus warrants for roughly 430,000 shares each.
What is the warrant beneficial ownership blocker mentioned in the OCTO filing?
The warrants held by the CoinFund entities include a “Beneficial Ownership Blocker” that prevents exercise if it would raise ownership above 9.99% of outstanding common stock. The filing notes these funds are currently constrained from exceeding 20,056,395 shares through warrant exercises.
Is CoinFund seeking control of Eightco Holdings (OCTO) with this stake?
The reporting persons certify the securities were not acquired and are not held to change or influence control of Eightco. Instead, the Schedule 13G/A is filed as a passive ownership report, consistent with holdings managed by investment entities and their general partners.
