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Fold Holdings: SATS fund acquires 60,000 shares

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Form Type
4

Rhea-AI Filing Summary

Fold Holdings, Inc. reported that SATS Credit Fund LP acquired 60,000 common shares on November 9, 2026. The transaction was reported by director and 10% owner Jonathan Kirkwood, who is managing member of the fund’s general partner, SATS Credit Fund GP LLC. The accompanying note disclosure states that the amended and restated Senior Unsecured Promissory Note obligates the issuer to issue SATS Credit Fund LP 1,500,000 common shares as facility fees within 15 days of the November 9 restatement.

Insider Kirkwood Jonathan
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 60,000 -- --
Holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 110,800 shares (Indirect, Through SATS Credit Fund LP); Common Stock — 457,295 shares (Direct)
Footnotes (2)
  1. F1. SATS Credit Fund LP entered into a transaction with the Issuer on November 9, 2026 pursuant to which it amended and restated its Senior Unsecured Promissory Note (the "A&R Senior Unsecured Promissory Note") previously entered into with the Issuer on February 26, 2026. Pursuant to the A&R Senior Unsecured Promissory Note, the Issuer is obligated to issue to SATS Credit Fund LP 1,500,000 shares of its Common Stock as fees for the facility under the A&R Senior Unsecured Promissory Note within 15 days of the restatement date, as further discussed in Exhibit 10.5 to the Issuer's Form 10-Q filed on November 10, 2026, incorporated herein by reference.
  2. F2. The reporting person is the managing member of SATS Credit Fund GP LLC, which is the general partner of SATS Credit Fund LP.
Shares acquired 60,000 common shares SATS Credit Fund LP; November 9, 2026
Shares held through SATS Credit Fund LP 110,800 shares Reported after the November 9, 2026 transaction
Direct shares held 457,295 shares Reported by Jonathan Kirkwood
Shares obligated as facility fees 1,500,000 common shares Issuer obligation under the amended and restated Senior Unsecured Promissory Note, within 15 days of the November 9, 2026 restatement
Senior Unsecured Promissory Note financial
"amended and restated its Senior Unsecured Promissory Note"
A senior unsecured promissory note is a written IOU issued by a borrower promising to repay a fixed amount plus interest, ranked ahead of subordinated debt but not backed by specific collateral. Think of it as a loan agreement where holders have priority over junior creditors if the borrower defaults, yet no particular asset is held for their repayment. It matters to investors because its seniority affects expected recovery in default and typically influences the interest rate investors receive.
facility fees financial
"as fees for the facility under the A&R Senior Unsecured Promissory Note"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FLD shares did SATS Credit Fund LP acquire?

SATS Credit Fund LP acquired 60,000 shares of Fold Holdings, Inc. common stock on November 9, 2026. The report lists 110,800 shares held through the fund after the transaction.

What share fees does the FLD note provide for?

Under the amended and restated Senior Unsecured Promissory Note, Fold Holdings, Inc. is obligated to issue SATS Credit Fund LP 1,500,000 common shares as facility fees within 15 days of the November 9, 2026 restatement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kirkwood Jonathan

(Last)(First)(Middle)
C/O FOLD HOLDINGS, INC. UNIT 42035 85028
11201 NORTH TATUM BLVD., SUITE 300

(Street)
PHOENIX ARIZONA 85028

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Fold Holdings, Inc. [ FLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock11/09/2026A(1)60,000A(1)110,800IThrough SATS Credit Fund LP(2)
Common Stock457,295D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. SATS Credit Fund LP entered into a transaction with the Issuer on November 9, 2026 pursuant to which it amended and restated its Senior Unsecured Promissory Note (the "A&R Senior Unsecured Promissory Note") previously entered into with the Issuer on February 26, 2026. Pursuant to the A&R Senior Unsecured Promissory Note, the Issuer is obligated to issue to SATS Credit Fund LP 1,500,000 shares of its Common Stock as fees for the facility under the A&R Senior Unsecured Promissory Note within 15 days of the restatement date, as further discussed in Exhibit 10.5 to the Issuer's Form 10-Q filed on November 10, 2026, incorporated herein by reference.
2. The reporting person is the managing member of SATS Credit Fund GP LLC, which is the general partner of SATS Credit Fund LP.
Remarks:
The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Jonathan Kirkwood, /s/ Jonathan Kirkwood11/13/2026
** Signature of Reporting PersonDate
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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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