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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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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) |
22890A302 (CUSIP Number) |
09/09/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 22890A302 |
| 1 | Names of Reporting Persons
Wedbush Alpha One ORBS T1, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,643,836.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 22890A302 |
| 1 | Names of Reporting Persons
Alpha One Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,643,836.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Eightco Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
101 LARRY HOLMES DR., SUITE 313, EASTON, PENNSYLVANIA, 18042 | |
| Item 2. | ||
| (a) | Name of person filing:
WEDBUSH ALPHA ONE ORBS T1, LLC
ALPHA ONE ASSET MANAGEMENT, LLC | |
| (b) | Address or principal business office or, if none, residence:
WEDBUSH ALPHA ONE ORBS T1, LLC
225 S. Lake Ave., Penthouse
Pasadena, CA 91101
ALPHA ONE ASSET MANAGEMENT, LLC
225 S. Lake Ave., Penthouse
Pasadena, CA 91101 | |
| (c) | Citizenship:
WEDBUSH ALPHA ONE ORBS T1, LLC - Delaware
ALPHA ONE ASSET MANAGEMENT, LLC - Delaware | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
WEDBUSH ALPHA ONE ORBS T1, LLC - 11,643,836
ALPHA ONE ASSET MANAGEMENT, LLC - 11,643,836 | |
| (b) | Percent of class:
WEDBUSH ALPHA ONE ORBS T1, LLC - 6.4%
ALPHA ONE ASSET MANAGEMENT, LLC - 6.4%
The percentages set forth above is based upon 181,474,997 shares outstanding as of September
9, 2025, based on disclosures in the Issuer's Registration Statement on Form S-3 filed on
September 11, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
WEDBUSH ALPHA ONE ORBS T1, LLC - 11,643,836
ALPHA ONE ASSET MANAGEMENT, LLC - 11,643,836
The power to direct the voting and disposition of the securities beneficially owned by Wedbush
Alpha One Orbs T1, LLC ("Orbs T1") is exercised by the manager of Orbs T1, Alpha One Asset
Management, LLC ("Manager"). All investment and voting decisions with respect to such
securities are made by the Manager. The Manager expressly disclaims beneficial ownership of
the securities reported herein for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, or otherwise. | ||
| (ii) Shared power to vote or to direct the vote:
WEDBUSH ALPHA ONE ORBS T1, LLC - 0
ALPHA ONE ASSET MANAGEMENT, LLC - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
WEDBUSH ALPHA ONE ORBS T1, LLC - 11,643,836
ALPHA ONE ASSET MANAGEMENT, LLC - 11,643,836
The power to direct the voting and disposition of the securities beneficially owned by Orbs T1
is exercised by the Manager. All investment and voting decisions with respect to such securities
are made by the Manager. The Manager expressly disclaims beneficial ownership of the
securities reported herein for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, or otherwise. | ||
| (iv) Shared power to dispose or to direct the disposition of:
WEDBUSH ALPHA ONE ORBS T1, LLC - 0
ALPHA ONE ASSET MANAGEMENT, LLC - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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| 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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Exhibit Information
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Exhibit 99.1 Joint Filing Undertaking |