| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Fold Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2942 North 24th St, # 42035, PHOENIX,
ARIZONA
, 85016. |
| Item 2. | Identity and Background |
|
| (a) | Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Ten31 LLC
Jonathan Kirkwood
Low Time Preference Fund II, LLC
SATS Credit Fund LP |
| (b) | The principal business address of Ten31 LLC, Low Time Preference Fund II, LLC and SATS Credit Fund LP is Room 21, 1910 21st Avenue S, Nashville, TN 37212, and the principal business address of Jonathan Kirkwood is c/o 2942 North 24th St., Suite 115, #42035, Phoenix, Arizona 85016. |
| (c) | The principal occupation of Jonathan Kirkwood is as the co-founder and managing partner of Ten31 LLC. Ten31 LLC is an investment adviser focusing on the bitcoin ecosystem through a suite of funds with various strategies. Ten31 LLC manages SATS Credit Fund LP and Low Time Preference Fund II, LLC. |
| (d) | During the last five years, none of the Reporting Persons, nor any member of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor any member of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Ten 31 LLC is organized in the State of Wyoming. SATS Credit Fund LP and Low Time Preference Fund II, LLC are organized in the State of Delaware. Jonathan Kirkwood is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The funds used for the purchase of Common Stock and other instruments came from the working capital of the Low Time Preference Fund II, LLC and SATS Credit Fund, LP. No borrowed funds were used to purchase the Common Stock, other than borrowed funds used for working capital purposes in the ordinary course of business. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the shares of Common Stock. Jonathan Kirkwood (i) received certain restricted stock units under the Issuer's 2025 Incentive Award Plan, attached as Exhibit E hereto, and (ii) purchased additional Common Stock directly, both as reported in the Form 4 filings filed by Jonathan Kirkwood on June 2, 2026 and June 15, 2026.[HD1] Additionally, SATS Credit Fund LP entered into the Amended and Restated Senior Unsecured Promissory Note (the "A&R Senior Unsecured Promissory Note"), attached as Exhibit D hereto, on November 9, 2026 with the Issuer which amends and restates in its entirety the Senior Unsecured Promissory Note (the "Senior Unsecured Promissory Note") previously entered into on February 26, 2026. As discussed in the Issuer's Form 10-Q filed on November 10, 2026, the Issuer is obligated to issue to SATS Credit Fund LP shares of its Common Stock, as fees for the facility under the A&R Senior Unsecured Promissory Note consisting of (i) 1,500,000 shares of Common Stock within 15 days of the restatement date, (ii) on the funding date of each draw, a number of shares of Common Stock having a value equal to 7.0% of the amount drawn, and (iii) upon any extension of maturity, a number of shares of Common Stock having a value equal to 7.0% of the principal then outstanding. The A&R Senior Unsecured Promissory Note provides for a senior unsecured delayed-draw term facility in an aggregate principal amount of up to $25.0 million consisting of the $13.0 million principal amount outstanding under the Senior Unsecured Promissory Note which continues as outstanding principal under the A&R Senior Unsecured Promissory Note and up to $12.0 million of additional principal that may be drawn in one or more advances.
Jonathan Kirkwood is a director of the Issuer. As such, he participates in the planning and decisions of the board of directors. Jonathan Kirkwood may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, operations, capital structure or business of the Issuer. Depending upon market conditions and other factors that he deems material, he may purchase additional Common Stock or other securities of the Issuer in the open market, private transactions or from the Issuer, or may dispose of all or a portion of the Common Stock or other securities of the Issuer that he now own or may hereafter acquire. Except as described above, Jonathan Kirkwood does not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. Jonathan Kirkwood reserves the right to formulate plans or make proposals, and to take any actions with respect to his investments in the Issuer, including any or all of the actions described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the information on the cover pages of this Schedule 13D Amendment No. 2, which is incorporated by reference herein. |
| (b) | See the information on the cover pages of this Schedule 13D Amendment No. 2, which is incorporated by reference herein. |
| (c) | SATS Credit Fund LP entered into a transaction with the Issuer on February 26, 2026 pursuant to which it purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the Issuer for the aggregate purchase price of $13,000,000. SATS Credit Fund LP entered into the A&R Senior Unsecured Promissory Note with the Issuer which amends and restates in its entirety the Senior Unsecured Promissory Note as discussed in Item 4 herein.
Except as set forth above, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days. |
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Stock reported by such persons on the cover pages of the Schedule 13D Amendment No. 2 and in this Item 5. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | SATS Credit Fund LP entered into a transaction with the Issuer on February 26, 2026 pursuant to which it purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock of the Issuer for the aggregate purchase price of $13,000,000.
On March 6, 2025, SATS Credit Fund LP received 925,590 warrants to purchase the shares of Common Stock of the Issuer, as disclosed in the Form 5 filing filed by Jonathan Kirkwood on February 18, 2026.
SATS Credit Fund LP entered into the A&R Senior Unsecured Promissory Note with the Issuer on November 9, 2026 which amends and restates in its entirety the Senior Unsecured Promissory Note as discussed in Item 4 herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A: Joint Filing Statement
Exhibit B: Amendment No. 1 To Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 10, 2026)
Exhibit C: Amendment No. 1 To Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 10, 2026)
Exhibit D: Amended and Restated Senior Unsecured Promissory Note (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 10, 2026)
Exhibit E: Issuer's 2025 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 Registration Statement filed with the Securities and Exchange Commission by the Issuer on June 4, 2026) |
