[SCHEDULE 13D] Eightco Holdings Inc. SEC Filing

Rhea-AI Filing Summary

MOZAYYX UGP, LLC and two officers report acquiring 18,129,352 shares of Eightco Holdings Inc. (ORBS), representing 9.99% of the 181,474,997 shares outstanding as of September 9, 2025. The reported holdings consist of 16,438,356 directly purchased shares (15,753,424 held by MOZAYYX TOWER SPV 2, LP and 684,932 held by MOZAYYX Master Fund LP) and 1,690,996 shares issuable upon exercise of Strategic Advisor Warrants held by Worldcoin Tower Instant LLC, which UGP manages. The Strategic Advisor Agreement and Warrants were issued as compensation for advisory services to integrate cryptocurrency and digital asset strategies. The Reporting Persons state no current plans to change board composition and reserve the right to buy or sell additional securities.

Positive

• Acquired a material minority stake totaling 18,129,352 shares (9.99%) of Eightco Holdings Inc.
• Strategic Advisor Agreement executed to provide digital asset and cryptocurrency advisory services to the Issuer
• Warrants granted as compensation (Strategic Advisor Warrants) that could convert into up to 9,917,844 shares, subject to ownership limits
• Full transaction documentation referenced and filed as Exhibits 99.1–99.4 for investor review

Negative

• Beneficial ownership capped at 9.99% under the Strategic Advisor Warrants, preventing exercise that would exceed the threshold
• Reporting Persons disclaim 'group' status, which may limit clarity about coordinated intentions
• No current plans disclosed to change board or management, so the filing conveys economic exposure rather than a governance push

Insights

Financial Analyst

TL;DR: Reporting persons acquired a near-10% stake and received sizable warrants tied to a strategic advisory role in digital assets.

The filing documents a combined equity position of 18,129,352 shares (9.99%) including purchased shares and warrants exercisable into 1,690,996 shares within 60 days. The Strategic Advisor Warrants potentially cover up to 9,917,844 shares but contain a hard exercise cap to prevent beneficial ownership above 9.99%. Ownership disclosure is based on 181,474,997 shares outstanding per the Issuer's Form S-3ASR. For investors this represents meaningful minority economic exposure and an operational linkage via the Strategic Advisor Agreement to digital asset initiatives, without an expressed intent to seek board control.

Corporate Governance Expert

TL;DR: The filing shows significant passive stake disclosure with explicit disclaimers against group status and no current governance actions planned.

The Reporting Persons disclaim being a "group" and explicitly state they have no present plans to change the board or management. The disclosure of shared voting and dispositive power over 18,129,352 shares is clear. The Strategic Advisor Warrants include an anti-aggregation cap limiting exercise to avoid exceeding 9.99% beneficial ownership, which constrains potential control outcomes. The filing also incorporates multiple executed agreements as exhibits for full terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Eightco Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

22890A302

(CUSIP Number)

MOZAYYX UGP, LLC
111 Congress Ave, Suite 1200
Austin, TX, 78701
(512) 522-9690

DLA Piper LLP (US)
One Liberty Place 1650, Market Street, Suite 5000
Philadelphia, PA, 19103-7300
(215) 656-2472

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 22890A302

1

Name of reporting person

MOZAYYX UGP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,129,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,129,352.00

11

Aggregate amount beneficially owned by each reporting person

18,129,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Items 8, 10 and 11 consist of (i) 16,438,356 shares of common stock, par value $0.001 ("Common Stock"), of Eightco Holdings Inc. (the "Issuer") of which 15,753,424 shares are held by MOZAYYX TOWER SPV 2, LP, a Delaware limited partnership ("SPV"), and 684,932 shares are held by MOZAYYX Master Fund LP, a Delaware limited partnership ("Master Fund"), each an entity controlled by MOZAYYX UGP, LLC ("UGP" or the "Reporting Person"); and (ii) 1,690,996 shares of Common Stock pursuant to the Strategic Advisor Warrants (as defined herein) that are exercisable within 60 days of the date hereof by Worldcoin Tower Instant LLC, a Delaware limited liability company ("WTI") of which UGP is the sole manager. While the Strategic Advisor Warrants provide certain rights to acquire up to 9,917,844 shares of the Issuer's common stock, Section 2(e) of the Strategic Advisor Warrants provides that WTI has no right to exercise any portion of the Strategic Advisor Warrant to the extent that, giving effect to such exercise, WTI or its affiliates would beneficially own in excess of 9.99% of the Issuer's outstanding Common Stock. Item 13 is based on 181,474,997 shares of Common Stock outstanding as of September 9, 2025, as disclosed in the Form S-3ASR filed by the Issuer on September 11, 2025.

SCHEDULE 13D

CUSIP No. 22890A302

1

Name of reporting person

XUAN YONG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,129,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,129,352.00

11

Aggregate amount beneficially owned by each reporting person

18,129,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Xuan Yong, as one of the two officers and control persons of UGP, is reporting the same securities as UGP.

SCHEDULE 13D

CUSIP No. 22890A302

1

Name of reporting person

MATTHEW GEFTER

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,129,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,129,352.00

11

Aggregate amount beneficially owned by each reporting person

18,129,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Matthew Gefter as one of the two officers and control persons of UGP, is reporting the same securities as UGP.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Eightco Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 101 Larry Holmes Drive,, Suite 313,, Easton,, PENNSYLVANIA , 18042.
Item 2.	Identity and Background
(a)	MOZAYYX UGP, LLC ("UGP"), Xuan Yong and Matthew Gefter (collectively, the "Reporting Persons"). Messrs Yong and Gefter are the two officers and control persons of UGP and are each reporting the same securities as UGP. The Reporting Persons disclaim status as a "group" for purposes of this Schedule 13D.
(b)	The address for the Reporting Persons for purposes of this Schedule 13D is 111 Congress Ave. Suite 1200, Austin, TX, 78701.
(c)	UGP's principal business is, together with certain of its affiliates, to act as the sponsor and manager of investment funds and collective investment vehicles that invest in a variety of investments. The principal occupation of Messrs. Yong and Gefter is to serve as officers of UGP and related entities in managing investments.
(d)	During the five years preceding the date of this filing, no Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	See response to (d).
(f)	UGP is a Delaware limited liability company. Xuan Yong and Matthew Gefter are United States citizens.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 8, 2025, SPV and Master Fund, each an entity controlled by UGP, entered into a securities purchase agreement with the Issuer pursuant to which SPV purchased 15,753,424 shares of Common Stock and Master Fund purchased 684,932 shares of Common Stock (the "Purchase Agreement"). The source of funds for the subscription amounts was from capital contributions by investors. On September 9, 2025, the Issuer entered into a Strategic Advisor Agreement (the "Strategic Advisor Agreement") with Worldcoin Tower Instant LLC, a Delaware limited liability company ("WTI") for which UGP is the sole manager, to expand and diversify the Issuer's business operations through the integration of cryptocurrency and digital asset strategies. Pursuant to the Strategic Advisor Agreement, WTI has agreed to provide the Issuer with business advisory services regarding the digital asset ecosystem and other strategic advice regarding the Issuer's business. As compensation for services rendered by WTI under the Strategic Advisor Agreement, the Issuer issued warrants (the "Strategic Advisor Warrants") to WTI to purchase up to 9,917,844 shares of Common Stock, subject to a limit on exercising the Strategic Advisor Warrants to extent that, giving effect to such exercise, WTI or its affiliates would beneficially own in excess of 9.99% of the Issuer's outstanding Common Stock. The foregoing descriptions of the Purchase Agreement, the Strategic Advisor Agreement and the Strategic Advisor Warrants do not purport to be complete and are qualified in their entirety by the full text to such documents, in the forms filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, which are incorporated by reference herein.
Item 4.	Purpose of Transaction
	The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired beneficial ownership of the Common Stock and Strategic Advisor Warrants as part of the transactions described in Item 3 above. The Reporting Persons may in the future take actions with respect to their investment in the Issuer as it deems appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. From time to time, the Reporting Persons may acquire beneficial ownership of additional securities of the Issuer, by purchase or otherwise, including additional purchases of shares in the open-market or privately negotiated transactions or otherwise. In addition, from time to time, the Reporting Persons may dispose of all or a portion of the securities of the Issuer that are beneficially owned by such Reporting Persons. Except as set forth above, at the present time, no Reporting Person has any current plans or future intentions of making additional changes to the board of directors, management, or changing the number/terms of board of director members of the Issuer. Other than as described above, no Reporting Person has any plan or proposal that relates to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
(b)	The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
(c)	Except the information set forth in this Schedule 13D, no transactions in the Common Stock have been effected by the Reporting Persons during the past sixty days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6. Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, and between such persons and any person, with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1 Form of Securities Purchase Agreement, dated as of September 8, 2025, between the Issuer and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K, filed September 10, 2025). 99.2 Strategic Advisor Agreement, dated as of September 9, 2025, between the issuer and WTI (incorporated by reference to Exhibit 10.9 of the Issuer's Current Report on Form 8-K, filed September 10, 2025). 99.3 Form of Strategic Advisor Warrant, dated as of September 9, 2025, issued by the Issuer to WTI (incorporated by reference to Exhibit 10.10 of the Issuer's Current Report on Form 8-K, filed September 10, 2025). 99.4 Joint Filing Agreement, dated September 19, 2025, by and among UGP, Xuan Yong, and Matthew Gefter.

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.

MOZAYYX UGP, LLC

Signature:	/s/ Xuan Yong
Name/Title:	Xuan Yong / Authorized Signatory
Date:	09/19/2025

XUAN YONG

Signature:	/s/ Xuan Yong
Name/Title:	Xuan Yong
Date:	09/19/2025

MATTHEW GEFTER

Signature:	/s/ Matthew Gefter
Name/Title:	Matthew Gefter
Date:	09/19/2025

FAQ

How many ORBS shares do MOZAYYX UGP, LLC and related reporting persons own?

They report beneficial ownership of 18,129,352 shares, representing 9.99% of outstanding Common Stock.

What components make up the 18,129,352 reported shares?

The total includes 16,438,356 purchased shares (15,753,424 via MOZAYYX TOWER SPV 2, LP and 684,932 via MOZAYYX Master Fund LP) and 1,690,996 shares issuable upon exercise of Strategic Advisor Warrants.

What limit applies to the Strategic Advisor Warrants received by Worldcoin Tower Instant LLC?

The Strategic Advisor Warrants may not be exercised to the extent that doing so would cause WTI or its affiliates to beneficially own in excess of 9.99% of the Issuer's outstanding Common Stock.

What agreements were entered into between the Reporting Persons and Eightco Holdings?

The filing references a Securities Purchase Agreement, a Strategic Advisor Agreement, and a Form of Strategic Advisor Warrant, filed as Exhibits 99.1–99.3.

Do the Reporting Persons plan to change Eightco's board or management?

The filing states no current plans or intentions to change the board of directors, management, or number/terms of board members.

On what outstanding share count is the 9.99% calculation based?

The percentage is based on 181,474,997 shares outstanding as of September 9, 2025, per the Issuer's Form S-3ASR.