Fold Holdings, Inc SEC Filings

Fold Holdings, Inc. has filed a prospectus supplement covering 49,161,055 shares of common stock, 925,590 SATS warrants to purchase common stock, and 12,434,658 shares of common stock issuable upon exercise of public warrants. The supplement incorporates a new Current Report on Form 8‑K into the existing Form S‑1 prospectus.

The attached 8‑K describes a First Master Loan Agreement Amendment between Fold, Inc. and Two Prime Lending Limited. The amendment increases the interest rate on the bitcoin‑collateralized facility from 6.5% to 8.5% per annum, while lowering several collateral thresholds, including the Initial Collateral Level to 160% and the Liquidation Level to 115%. The facility provides for loan assets of up to 45,000,000 USD in a fixed‑term loan with a maturity date of September 30, 2026, secured by bitcoin held in segregated cold storage at a qualified custodian, with detailed rules for any permitted re‑pledge of collateral.

Fold Holdings, Inc. announced an amendment to its Master Loan Agreement between its subsidiary Fold, Inc. and Two Prime Lending Limited. The amendment raises the interest rate on advances from 6.5% per annum to 8.5% per annum and significantly lowers several collateral thresholds. The Initial Collateral Level is reduced from 250% to 160%, the Collateral Call Level from 175% to 135%, the Liquidation Level from 150% to 115%, and the Collateral Refund Level from 345% to 190%. Two Prime may now grant a security interest in its rights to the collateral in limited cases, with counterparties able to access collateral only after an Event of Default that continues beyond any notice and cure period.

Fold Holdings, Inc. filed Prospectus Supplement No. 5 to its S-1, covering up to 9,282,287 shares of common stock, and attached its Q3 2025 Form 10-Q to update the Prospectus. The supplement must be read together with the base Prospectus.

In Q3 2025, Fold reported revenue of $7,398,939 (vs. $5,241,889 a year ago), an operating loss of $5,940,318, and net income of $554,242, aided by a $10,238,866 gain on its investment treasury digital assets. As of September 30, 2025, total assets were $190,966,112, including $170,392,495 in bitcoin held for investment (1,494 BTC), and cash and cash equivalents of $6,663,463. Principal debt totaled $66.3 million across two convertible notes with conversion prices of $9.00 and $12.50, secured in part by 800 BTC collateral. The company also has a $250 million equity purchase facility and sold 1,151,071 shares under it for $3,478,137.

Fold’s common stock and warrants trade on Nasdaq as FLD and FLDDW. The last reported prices on November 7, 2025 were $3.09 (FLD) and $0.34 (FLDDW). Shares outstanding were 48,307,642 as of November 10, 2025.

Fold Holdings, Inc. filed Prospectus Supplement No. 14 under Rule 424(b)(3) to update its S‑1. The supplement covers 49,161,055 shares of common stock, 925,590 SATS warrants to purchase common stock, and 12,434,658 shares of common stock issuable upon exercise of the public warrants.

FLD and FLDDW trade on Nasdaq; last reported prices on November 7, 2025 were $3.09 per share and $0.34 per warrant. As of November 10, 2025, 48,307,642 common shares were outstanding.

For the quarter ended September 30, 2025, revenue was $7,398,939 and operating loss was $5,940,318. Net income was $554,242, aided by a $10,238,866 gain on digital assets in the investment treasury. Cash and equivalents were $6,663,463. The company held 1,494 bitcoin in its investment treasury valued at $170,392,495, with 800 bitcoin restricted as collateral. Principal debt totaled $66.3 million across two convertible notes. A $250 million equity purchase facility is in place; during Q3 2025, the company sold 1.15 million shares for gross proceeds of $3.48 million.

Fold Holdings (FLD) reported Q3 2025 results. Revenue was $7,398,939, up from $5,241,889 a year ago. Operating loss was $5,940,318, but gains on digital assets drove other income (expense), net to $6,493,679, resulting in net income of $554,242 for the quarter. For the nine months, revenue reached $22,662,702 with a net loss of $34,899,390.

As of September 30, 2025, cash and cash equivalents were $6,663,463 with positive working capital of $6.1 million. The company held 1,494 bitcoin in its Investment Treasury valued at $170,392,495 and 81 bitcoin in its Rewards Treasury valued at $9,295,587; 800 bitcoin were pledged as collateral for convertible notes. Principal debt outstanding totaled $66.3 million, including a $20.0 million note convertible at $9.00 per share maturing on February 14, 2028, and a $46.3 million related-party note convertible at $12.50 per share maturing on March 6, 2030. Under a $250 million equity purchase facility, the company sold 1,151,071 shares for gross proceeds of $3,478,137. Shares outstanding were 48,307,642 as of November 10, 2025.

Fold Holdings, Inc. furnished an 8-K announcing it issued a press release with financial and operational results for the third quarter ended September 30, 2025. The release is attached as Exhibit 99.1 and, as stated, is furnished under Item 2.02 and incorporated into Item 7.01. The company notes the information is not deemed “filed” under the Exchange Act and includes a cautionary note regarding forward-looking statements.

Fold Holdings, Inc. filed a Form D for a Rule 506(b) exempt offering seeking up to $250,000,000 of equity securities. To date the issuer reports $157,625 sold with $249,842,375 remaining available. The offering is intended to last more than one year and is not tied to a business combination. The issuer indicates one total investor so far and that non-accredited investors may have participated. Cohen & Company Securities, LLC acted as placement agent and received 75,000 shares on June 16, 2025 (closing price $4.71) in connection with an Equity Purchase Facility Agreement; finders' fees are reported as $353,250 (estimate). Minimum outside-investor investment is listed as $0. The notice is signed by CFO Wolfe Repass.