ATW Digital Assets XI LLC and related ATW funds and managers reported beneficial ownership of 569,077 shares of Onfolio Holdings, Inc. common stock, representing 9.9% of the class.
The position comes from senior secured convertible debt and rights to receive common shares, all subject to a 9.99% ownership blocker that limits how much can be converted or exercised. The ownership is reported on a Schedule 13G, indicating the securities are not held for the purpose of changing or influencing control of Onfolio. The filing notes Onfolio had 5,127,396 shares outstanding as of January 26, 2026, and each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Positive
None.
Negative
None.
Insights
ATW-linked investors disclose a capped 9.9% economic stake in Onfolio via convertible instruments.
The filing shows ATW Digital Assets XI LLC and affiliated funds and managers holding rights to acquire 569,077 Onfolio shares, equating to 9.9% beneficial ownership. The exposure is through senior secured convertible debt and rights shares rather than currently issued common stock.
A key structural feature is the 9.99% blocker, which prevents conversions that would push ownership above that level. This, combined with use of a Schedule 13G and an explicit statement that the securities are not held to influence control, frames the stake as a passive, size‑limited position based on the company’s January 26, 2026 share count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Onfolio Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
68277K207
(CUSIP Number)
02/05/2026
(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)
SCHEDULE 13G
CUSIP No.
68277K207
1
Names of Reporting Persons
ATW Digital Assets XI 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
569,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
569,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,077.00
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.
68277K207
1
Names of Reporting Persons
ATW Master Fund V Inc.
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
569,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
569,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,077.00
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)
CO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
68277K207
1
Names of Reporting Persons
ATW Master Fund V 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
569,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
569,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,077.00
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.
68277K207
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
569,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
569,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,077.00
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.
68277K207
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
569,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
569,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,077.00
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.
68277K207
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
569,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
569,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,077.00
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:
Onfolio Holdings, Inc.
(b)
Address of issuer's principal executive offices:
1007 North Orange Street, 4th Floor
Wilmington, Delaware 19801
Item 2.
(a)
Name of person filing:
ATW Digital Assets XI LLC*
ATW Master Fund V Inc.*
ATW Master Fund V LP*
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 Digital Assets XI LLC - Delaware
ATW Master Fund V LP - Delaware
ATW Master Fund V Inc. - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
68277K207
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 Digital Assets XI LLC - 569,077*
ATW Master Fund V Inc. - 569,077*
ATW Master Fund V LP - 569,077*
ATW Partners Opportunities Management, LLC - 569,077*
Kerry Propper - 569,077*
Antonio Ruiz-Gimenez - 569,077*
*The Common Stock (the "Shares") reported herein represents the approximate number of Shares which ATW Digital Assets XI LLC (the "Holding Company") has the right to acquire within sixty (60) days through the conversion and/or exercise of senior secured convertible debt ("Convertible Debt") and rights to receive shares of Common Stock ("Rights Shares") issued by Onfolio Holdings, Inc. (the "Issuer"). The Holding Company is wholly owned by ATW Master Fund V Inc., which is wholly owned by the private fund, ATW Master Fund V LP (the "Fund"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, ATW Master Fund V Inc., 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 Holding Company.
The Holding Company's Convertible Debt and Rights Shares are subject to a blocker which prevents the Holding Company from exercising and/or converting its Convertible Debt and Rights Shares into Shares to the extent that, upon such exercise or conversion, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker").
As such, the percent of class reported herein gives effect to the Blocker and is based upon a statement in the Issuer's Form S-1/A filed on January 28, 2026 that there were 5,127,396 Shares outstanding as of January 26, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of its Convertible Debt and Rights Shares subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This Schedule 13G 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 Digital Assets XI LLC - 9.9%
ATW Master Fund V Inc. - 9.9%
ATW Master Fund V LP - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ATW Digital Assets XI LLC - 0
ATW Master Fund V Inc. - 0
ATW Master Fund V LP - 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 Digital Assets XI LLC - 569,077*
ATW Master Fund V Inc. - 569,077*
ATW Master Fund V LP - 569,077*
ATW Partners Opportunities Management, LLC - 569,077*
Kerry Propper - 569,077*
Antonio Ruiz-Gimenez - 569,077*
(iii) Sole power to dispose or to direct the disposition of:
ATW Digital Assets XI LLC - 0
ATW Master Fund V Inc. - 0
ATW Master Fund V LP - 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 Digital Assets XI LLC - 569,077*
ATW Master Fund V Inc. - 569,077*
ATW Master Fund V LP - 569,077*
ATW Partners Opportunities Management, LLC - 569,077*
Kerry Propper - 569,077*
Antonio Ruiz-Gimenez - 569,077*
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.
ATW Digital Assets XI LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/11/2026
ATW Master Fund V Inc.
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/11/2026
ATW Master Fund V LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
What ownership stake did ATW report in Onfolio Holdings (ONFO)?
ATW-related entities reported beneficial ownership of 569,077 Onfolio common shares, equal to 9.9% of the class. This percentage reflects shares they can acquire via convertible debt and rights, calculated using the company’s stated 5,127,396 shares outstanding as of January 26, 2026.
How did ATW obtain its 569,077-share exposure to Onfolio (ONFO)?
ATW’s exposure comes from senior secured convertible debt and rights to receive Onfolio common stock. These instruments allow ATW Digital Assets XI LLC to acquire approximately 569,077 shares within 60 days, subject to a contractual ownership blocker limiting how much can actually be converted at any time.
Why does the Onfolio (ONFO) filing mention a 9.99% ownership blocker?
The 9.99% blocker prevents ATW’s holding entity from converting debt or rights into Onfolio shares if that would push combined beneficial ownership above 9.99%. This cap keeps their reported stake under 10%, directly shaping the 9.9% ownership figure disclosed in the Schedule 13G.
Which entities and individuals are listed as reporting persons for Onfolio (ONFO)?
The filing lists ATW Digital Assets XI LLC, ATW Master Fund V Inc., ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez. They may share voting and dispositive power over the position through their control and management relationships.
Is ATW’s stake in Onfolio (ONFO) intended to change control of the company?
The filers certify the securities were not acquired and are not held to change or influence control of Onfolio. They filed on Schedule 13G, a form typically used for passive ownership, and explicitly state the holdings are not in connection with any control-focused transaction.
What share count did ATW use to calculate its 9.9% ownership in Onfolio (ONFO)?
The ownership percentage is based on 5,127,396 Onfolio common shares outstanding as of January 26, 2026, as referenced from the company’s Form S‑1/A. ATW then factors in the shares it can acquire through convertible debt and rights, constrained by the 9.99% blocker.
