UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2026
Fold Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-41168 |
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86-2170416 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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2942 North 24th Street, Suite 115, #42035 Phoenix, Arizona |
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85016 |
(Address of principal executive offices) |
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(Zip Code) |
(866) 365-3277
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Common stock, par value $0.0001 per share |
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FLD |
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Nasdaq Capital Market |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
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FLDDW |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Contemporaneously with the termination (as described below) of the March 2025 Note (as defined below), Fold Holdings, Inc. (the "Company") entered into a Purchase Agreement with SATS Credit Fund L.P. ("SATS") dated February 25, 2026 (the "Purchase Agreement"), pursuant to which SATS purchased from the Company a $13.0 million promissory note, repayable in cash (the "New Note") and 520,000 shares of the Company's Common Stock (the "Initial Commitment Shares"). Closing of the Purchase Agreement occurred upon satisfaction of the conditions described therein on February 26, 2026.
The New Note has a term of one year and an interest rate of 10.0% per annum, payable monthly. The Company has the right to fully or partially prepay the New Note at any time without penalty. Upon certain "trigger prices", namely $45,000 per bitcoin, $40,000 per bitcoin, and $37,000 per bitcoin, as calculated as described in the New Note, SATS may require the Company to prepay up to 25%, 50% and 100%, respectively, of the outstanding principal amount of the New Note plus all accrued and unpaid interest on such amount. The New Note is senior unsecured debt of the Company, but permits the Company to incur up to $25 million in future indebtedness (the "Permitted Debt Cap") and excludes from the Permitted Debt Cap the New Note and debt incurred for the purpose of operating the Company's anticipated credit card program. The New Note contains certain customary events of default provisions, including failure to maintain the listing of the Company's Common Stock, insolvency, bankruptcy, liquidation, and failure to pay amounts due with respect to $1,000,000 in other indebtedness. The New Note is renewable for an additional one year term upon the mutual consent of the Company and SATS and upon the issuance by the Company to SATS of an additional 520,000 shares of the Company's Common Stock (the "Renewal Commitment Shares").
Contemporaneously with the Company's entry into the Purchase Agreement, on February 25, 2026, the Company and SATS entered into a Registration Rights Agreement pursuant to which the Company agreed to provide certain customary registration rights and piggyback registration rights to SATS with respect to the Initial Commitment Shares and Renewal Commitment Shares under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
SATS is an investment fund raised and managed by Ten 31, LLC, an affiliate of the Company's lead director, Jonathan Kirkwood. Accordingly, the related party transactions entered into hereto were approved by the Company's audit committee as required by the Company's organizational documents.
The description of the Purchase Agreement, the New Note, and the Registration Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the New Note, and the Registration Rights Agreement, copies of which are filed as Exhibit 10.1 hereto, Exhibit 10.2 hereto, and Exhibit 10.3 hereto, respectively, and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Reference is made to that secured convertible note (the "March 2025 Note") issued on March 6, 2025 by the Company to SATS, with a face value of approximately $46.3 million, pursuant to a Securities Purchase Agreement between the Company and SATS. Pursuant to the conversion feature of the March 2025 Note, up to 3.7 million shares of the Company's common stock were issuable to SATS, with a conversion price of $12.50 per share. Five hundred (500) bitcoin were held as collateral under the March 2025 Note, which would either be released to the Company upon conversion of the March 2025 Note in accordance with its terms or returned to SATS to repay the principal of the March 2025 Note. The interest rate of the March 2025 Note was 7% per annum, payable quarterly. The Company prepaid the first year of interest of the March 2025 Note and payment in interest shares (valued at $12.50 per share) was due beginning April 1, 2026. On February 25, 2026, the Company returned the 500 bitcoin held as collateral pursuant to the March 2025 Note, and on February 26, 2026, upon mutual consent of the parties, the March 2025 Note was extinguished and the related Securities Purchase Agreement was terminated. No penalties were incurred by the Company to extinguish the March 2025 Note.
Subsequent to the closing of the Purchase Agreement, as described above, on February 27, 2026, the Company extinguished the Convertible Note (the "Investor Note") dated December 24, 2024, as amended from time to time, issued by the Company to a certain holder named therein, and terminated the related Securities Purchase Agreement
and other transaction documents with the holder pursuant to which such note was purchased. Interest on the Investor Note was 12% per annum, payable quarterly in cash or shares. The Note could be converted into shares of the Company's Common Stock at the holder's option at a conversion price of $9.00. The Investor Note was a senior note secured by 300 bitcoin held by a custodian and 221 bitcoin held in reserve. The Investor Note further subjected the Company to certain restrictions on the incurrence of indebtedness and the issuance of shares. To extinguish the Investor Note, the Company paid the holder thereof approximately $27.5 million in cash, $20 million of which consisted of the return of principal and $7.5 million of which consisted of the multiple on invested capital mandated by the terms of the Investor Note. The Company paid off the Investor Note with cash obtained from the closing of the Purchase Agreement and the sale of bitcoin.
SATS is an investment fund raised and managed by Ten 31, LLC, an affiliate of the Company's lead director, Jonathan Kirkwood. Accordingly, the related party transactions entered into hereto were approved by the Company's audit committee as required by the Company's organizational documents.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On February 27, 2026, the Company issued a press release announcing the extinguishment of the March 2025 Note and the Investor Note, a copy of which is furnished as Exhibit 99.1 hereto.
The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
10.1*^ |
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Purchase Agreement dated February 25, 2026 by and between Fold Holdings, Inc. and SATS Credit Fund L.P. |
10.2^ |
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Form of Senior Unsecured Promissory Note dated February 25, 2026 |
10.3^ |
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Registration Rights Agreement dated February 25, 2026 by and between Fold Holdings, Inc. and SATS Credit Fund L.P. |
99.1 |
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Press Release dated February 27, 2026 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FOLD HOLDINGS, INC. |
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By: |
/s/ Will Reeves |
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Name: |
Will Reeves |
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Title: |
Chief Executive Officer |
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Dated: February 27, 2026 |
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Fold Eliminates its Convertible Debt; Emerges with Simplified Capital Structure and Strengthened Balance Sheet to Accelerate Growth
PHOENIX, February 27, 2026 — Fold Holdings, Inc. (NASDAQ: FLD) (“Fold” or the “Company”), a bitcoin financial services company making it easy for individuals to earn, save, and spend bitcoin through everyday financial tools, today announced the successful execution of a series of strategic capital transactions designed to bolster its financial flexibility, simplify its balance sheet, and position the company for its next phase of growth, including the anticipated launch and scaling of the Fold Credit Card.
The restructuring achieves several critical objectives for the company:
●Simplified, Flexible Capital Structure. These transactions resulted in the extinguishment of two convertible note obligations with a combined principal value of $66.3 million. The company now operates with no convertible notes outstanding, eliminating the complex restrictive covenants, consent requirements, and execution friction associated with those previous instruments. This simplification restores greater operational and financing flexibility.
●Stronger Balance Sheet. 521 of the Company’s bitcoin were released as collateral pursuant to these transactions. These assets can now be strategically leveraged to support operational expenses, credit card warehouse and reserve requirements, or to secure more favorable future financing arrangements.
●Significant Reduction in Potential Share Dilution. The extinguishment of the convertible notes was accomplished primarily through non-dilutive means, and has resulted in the removal of an estimated 8.0 to 10.0 million shares from the fully diluted share count, including potential shares issued to cover future interest payments.
“Management remains focused on leveraging our new financial position to deliver on its product roadmap and drive long-term shareholder value,” said Will Reeves, Chairman and Chief Executive Officer of Fold. “By removing restrictive legacy structures and simplifying our balance sheet, we have opened up operating flexibility that is essential to pursue our growth roadmap with increased confidence and optionality. That includes the anticipated launch of the Fold Credit Card, expansion into enterprise financial services, and incubating a number of exciting new products across the consumer and enterprise finance category. Fold’s primary focus is our operating company, and we’ve taken steps to ensure our bitcoin treasury and capital structure are built to accelerate and scale it.”
“By retiring these convertible instruments, we’re creating direct value for shareholders through a stronger balance sheet, reduced debt, and increased flexibility to capitalize on market opportunities,” said Wolfe Repass, Chief Financial Officer of Fold. “Eliminating the convertible notes meaningfully simplifies our capital structure and removes a significant overhang from our business. With a cleaner balance sheet and greater flexibility, we are now positioned to more aggressively invest in scaling our operating businesses.”
About Fold
Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Bitcoin Gift Card™, and Fold Debit Card™, the company is building the bridge between traditional finance and the bitcoin-powered future.
For investor inquiries, please contact:
Orange Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com
For media inquiries, please contact:
Jessica Starman, MBA
media@foldapp.com
Forward-Looking Statements:
The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include information about our anticipated credit card and future financial products or services. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual events. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions, including volatility in the price of bitcoin; (ii) the failure to realize to obtain appropriate financing necessary for the credit card program or other products; (iii) our continued ability to implement business plans and appropriate technology infrastructure; (iv) our continued access to and cooperation with necessary third party partners for various product offerings, including the credit card; and (v) those factors discussed in Fold’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.
