Fold Holdings to issue 1.5M shares for facility fees

Available on EDGAR 11/13/2026 - 04:34 PM EST Accepted by SEC EDGAR 11/13/2026 - 04:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ten31 LLC reported acquisition or exercise transactions in this Form 4 filing. Fold Holdings, Inc. (FLD) is obligated to issue 1,500,000 common shares to SATS Credit Fund LP as facility fees under an amended and restated Senior Unsecured Promissory Note entered into November 9, 2026, within 15 days of the restatement date. The reported securities are owned directly by SATS Credit Fund and Low Time Preference Fund II, LLC, and may be deemed indirectly beneficially owned by Ten31 LLC, identified as a director and 10% owner, and Jonathan Kirkwood, Ten31’s co-founder and managing member.

Insider Trade Summary

Grant/Award: 1,500,000 shares

Grant/Award 1 txn

Insider Ten31 LLC

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	1,500,000	--	--

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 reported securities are owned directly by (i) SATS Credit Fund and (ii) 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 the Adviser.

Key Figures

Common shares to be issued: 1,500,000 shares

1 metrics

Common shares to be issued 1,500,000 shares Facility fees under the amended and restated note; issuance due within 15 days of November 9, 2026.

Key Terms

Senior Unsecured Promissory Note, beneficial ownership

2 terms

Senior Unsecured Promissory Note financial

"fees for the facility under the A&R 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.

beneficial ownership regulatory

"disclaims beneficial ownership in the securities reported"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

How many shares is Fold Holdings (FLD) obligated to issue to SATS Credit Fund LP?

Fold is obligated to issue 1,500,000 common shares as facility fees under its amended and restated Senior Unsecured Promissory Note, within 15 days of November 9, 2026. No Rule 10b5-1 plan is reported.

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

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SEC Form 4

FORM 4

UNITED 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^*

Ten31 LLC

(Last) (First) (Middle)

1910 21ST AVE S

(Street)

NASHVILLE TENNESSEE 37212

(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)

X	Director	X	10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/09/2026		A(1)		1,500,000(1)	A	(1)	$7,060,889(2)	I	Through SATS Credit Fund LP(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 reported securities are owned directly by (i) SATS Credit Fund and (ii) 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 the Adviser.

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.

	Ten31 LLC, By: /s/ Jonathan Kirkwood, Jonathan Kirkwood, Co-Founder and Managing Member	11/13/2026
	** 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 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)