Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Eightco Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
68236V401 (CUSIP Number) |
David Acutt Leeward Management Limited, Suite 3119, 9 Forum Ln, Grand Cayman, E9, KY1-9006 345-749-9601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/10/2025 (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
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| CUSIP No. | 68236V401 |
| 1 |
Name of reporting person
World Assets, Ltd. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,438,356.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
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
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| CUSIP No. | 68236V401 |
| 1 |
Name of reporting person
World Foundation | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,438,356.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Foundation organized under the laws of the Cayman Islands. Item 11 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
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 |
| (b) | Name of Issuer:
Eightco Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
101 Larry Holmes Dr., Suite 313, Easton,
PENNSYLVANIA
, 18042. |
| Item 2. | Identity and Background |
| (a) | World Assets, Ltd. |
| (b) | C/O SHRM TRUSTEES (BVI) LIMITED, Trinity Chambers, Ora et Labora Building, Wickhams Cay II, PO Box 4301, Road Town, Tortola, VG1110, British Virgin Islands |
| (c) | Distribution of WLD tokens to the World Network Community |
| (d) | No |
| (e) | No |
| (f) | British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
Proceeds of sales of cryptocurrency assets of World Assets, Ltd. | |
| Item 4. | Purpose of Transaction |
The purpose of the Reporting Persons' investment in the Issuer is to support the growth and development of the World Network Community and to participate as a stockholder in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in this Item 4. Except as described above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of the ongoing evaluation of investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, one or more Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters as permitted by law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons beneficially own 16,438,356 shares of the Common Stock of the Issuer. These shares of Common Stock constitute 9.06% of the total issued and outstanding shares of Common Stock of the Issuer. |
| (b) | World Assets, Ltd. has the shared power to vote or direct the vote of 16,438,356 shares of the Common Stock of the Issuer and the shared power to dispose of 16,438,356 shares of the Common Stock of the Issuer. World Assets, Ltd. shares the power to vote and dispose of 16,438,356 shares of the Common Stock of the Issuer with World Foundation. Set forth below is the information required by Item 2 with respect to World Foundation: Address: 9 Forum Lane, Camana Bay, George Town, Grand Cayman KY1-9006, Cayman Islands. Principal Occupation: Support, grow and encourage the adoption of World projects; educate the public on the World ecosystem; support and foster the decentralization of World technologies and governance, hold and license intellectual property rights relating to the World Network; and to receive, sell, loan, spend and hold assets to support these purposes. Answer to Question 2(c): No Answer to Question 2(d): No |
| (c) | On September 10, 2025, World Assets, Ltd. purchased 16,438,356 shares of the Common Stock of the Issuer for price of $1.46 per share from the Issuer pursuant to a Securities Purchase Agreement dated as of September 8, 2025, between the Issuer, World Assets, Ltd. and various other purchasers (the "Securities Purchase Agreement"). A copy of the Securities Purchase Agreement is an exhibit to this Schedule 13D and is incorporated herein by reference. In connection with entering into the Securities Purchase Agreement, World Assets, Ltd. also entered into a Registration Rights Agreement with the Issuer and the other purchasers under the Securities Purchase Agreement, dated as of September 8, 2025 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Issuer is obligated to file with the Securities Exchange Commission a resale registration statement that will permit World Assets, Ltd. to resell its shares of Common Stock of the Issuer. |
| (d) | Not Applicable |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See Item 5(c) and the Exhibits to this Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Number 99.1: Joint Filing Agreement by and among the Reporting Persons Exhibit Number 10.1: Securities Purchase Agreement, dated September 8, 2025, between Eightco Holdings Inc., a Delaware corporation (the "Company"), and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on September 10, 2025). Exhibit Number 10.3: Registration Rights Agreement, dated September 8, 2025, between Eightco Holdings Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Issuer's Form 8-K filed with the SEC on September 10, 2025). |
| 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.
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