Ten31 LLC details indirect Fold Holdings (FLD) shares and warrant stake

Rhea-AI Filing Summary

Ten31 LLC, as a reporting person for Fold Holdings, Inc., reported its initial beneficial ownership on a Form 3 with no new buy or sell transactions.

Indirectly through SATS Credit Fund LP and Low Time Preference Fund II, LLC, it reports 4,115,299 shares of Common Stock and a warrant covering 925,590 underlying shares of Common Stock with an exercise price of 15.00 per share and an expiration date of March 6, 2030.

The securities are owned directly by the investment funds managed by Ten31 LLC and may be deemed to be indirectly beneficially owned by Ten31 LLC and its co-founder and managing member, Jonathan Kirkwood.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ten31 LLC

(Last) (First) (Middle)

1910 21ST AVE SOUTH

(Street)

NASHVILLE TENNESSEE 37212

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2025

3. Issuer Name and Ticker or Trading Symbol
Fold Holdings, Inc. [ FLD ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,115,299	I	Through SATS Credit Fund LP and Low Time Preference Fund II, LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase shares of Common stock	03/06/2025	03/06/2030	Common Stock	925,590	$15	I	Through SATS Credit Fund LP(2)

Explanation of Responses:

1. The reported securities are owned directly by (i) SATS Credit Fund and (ii) LP Low Time Preference Fund II, LLC, which are private investment funds managed by Ten31 LLC (the "Adviser"), and may be deemed to be indirectly beneficially owned by the Adviser and Jonathan Kirkwood, the co-founder and managing member of Ten31 LLC.

2. The warrants are owned directly by SATS Credit Fund, LP and may be deemed to be indirectly beneficially owned by the Adviser and Jonathan Kirkwood, the co-founder and managing member of Ten31 LLC.

	TEN 31 LLC, By: /s/ Jonathan Kirkwood, Jonathan Kirkwood, Co-Founder and Managing Member	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 3: SEC 1473 (03-26)

FAQ

What does Ten31 LLC report in its Form 3 for Fold Holdings (FLD)?

Ten31 LLC reports initial beneficial ownership in Fold Holdings, Inc. with no new purchases or sales. It discloses indirect holdings in Common Stock and warrants through investment funds it manages, establishing its status as a significant shareholder and warrant holder in the company.

How many Fold Holdings (FLD) shares does Ten31 LLC indirectly hold?

Ten31 LLC reports indirect ownership of 4,115,299 shares of Fold Holdings Common Stock. These shares are held through SATS Credit Fund LP and Low Time Preference Fund II, LLC, which are private investment funds managed by Ten31 LLC, reflecting a substantial existing equity position.

What warrant position related to Fold Holdings (FLD) does Ten31 LLC disclose?

Ten31 LLC discloses a warrant to purchase 925,590 underlying shares of Fold Holdings Common Stock. The warrant has an exercise price of 15.00 per share and an expiration date of March 6, 2030, and is owned directly by SATS Credit Fund LP.

Are Ten31 LLC’s Fold Holdings (FLD) shares held directly or indirectly?

The reported Fold Holdings securities are held indirectly by Ten31 LLC through managed funds. Common Stock is held by SATS Credit Fund LP and Low Time Preference Fund II, LLC, while the warrants are held by SATS Credit Fund LP; Ten31 LLC may be deemed an indirect beneficial owner.

Does Ten31 LLC’s Form 3 for Fold Holdings (FLD) show any recent insider trades?

The Form 3 does not show any recent insider purchases or sales of Fold Holdings securities. It only reports existing indirect holdings in Common Stock and warrants, serving as an initial statement of beneficial ownership rather than a record of new transactions.