Major Fold Holdings (FLD) holder updates 12% stake after $13M note and equity

Rhea-AI Filing Summary

Fold Holdings' significant shareholder group updated its ownership disclosures following several transactions. Investment adviser Ten31 LLC and related entities now report beneficial ownership of 5,560,889 shares and warrants, or 11.5% of Fold Holdings' common stock, based on 48,307,642 shares outstanding, while co-founder Jonathan Kirkwood reports 5,817,700 shares and warrants, or 12.0%.

The amendment reflects Ten31 Join the Fold LLC disposing of 1,682,670 shares, including 144,311 shares distributed to Kirkwood for no consideration, plus Kirkwood’s grant of 112,500 restricted stock units. It also captures SATS Credit Fund LP’s purchases: 520,000 shares and a Senior Unsecured Promissory Note for an aggregate $13,000,000 on February 26, 2026, and an earlier acquisition of 750,000 shares and 925,590 warrants. The filing notes that Ten31 and Kirkwood disclaim beneficial ownership of fund-held securities except for their pecuniary interests.

Insights

Equity ownership and credit analyst

Amended 13D updates a sizeable 12% stake and a $13M note-plus-equity deal.

The reporting group centered on Ten31 LLC and Jonathan Kirkwood now discloses beneficial ownership around 11–12% of Fold Holdings common stock, including warrants. This reinforces their role as a major shareholder with board representation through Kirkwood.

A key development is SATS Credit Fund LP’s purchase of a Senior Unsecured Promissory Note and 520,000 shares for an aggregate $13,000,000 on February 26, 2026, plus prior equity and warrant grants. The structure mixes credit exposure with equity upside via 925,590 warrants, while Ten31 Join the Fold LLC now reports zero beneficial ownership.

Kirkwood’s board seat and stated possibility of influencing management, capital structure, or operations underscore potential governance involvement. Future company filings describing the promissory note’s terms and any additional share purchases or sales will shape how this ownership position affects Fold Holdings’ financing and control dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Fold Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Audrey Bartosh
2942 North 24th Street, Suite 115, #42035
Phoenix, AZ, 85016
(866) 365-3277

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Ten 31 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,560,889.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,560,889.00

11

Aggregate amount beneficially owned by each reporting person

5,560,889.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

Represents (i) 3,365,299 shares of Common Stock held by Low Time Preference Fund II, LLC and (ii) 1,270,000 shares of Common Stock and 925,590 warrants to purchase shares of Common Stock held by SATS Credit Fund, LP. Ten31 LLC is the investment manager of Low Time Preference Fund II, LLC and SATS Credit Fund, LP, and disclaims beneficial ownership of all shares held by Low Time Preference Fund II, LLC and SATS Credit Fund, LP, except to the extent of its pecuniary interest therein. The calculation is based on 48,307,642 shares of Common Stock outstanding, as set forth in the issuer's Form 10-Q filed November 10, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Jonathan Kirkwood

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 256,811.00
8	Shared Voting Power 5,560,889.00
9	Sole Dispositive Power 256,811.00
10	Shared Dispositive Power 5,560,889.00

11

Aggregate amount beneficially owned by each reporting person

5,817,700.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Represents (i) 3,365,299 shares of Common Stock held by Low Time Preference Fund II, LLC, (ii) 1,270,000 shares of Common Stock and 925,590 warrants to purchase shares of Common Stock held by SATS Credit Fund, LP, and (iii) 256,811 shares of Common Stock held by Jonathan Kirkwood. Jonathan Kirkwood is the co-founder and managing partner of Ten31 LLC, which is the investment manager of Low Time Preference Fund II, LLC and SATS Credit Fund, LP, and disclaims beneficial ownership of all shares held by Low Time Preference Fund II, LLC and SATS Credit Fund, LP, except to the extent of his pecuniary interest therein. The calculation is based on 48,307,642 shares of Common Stock outstanding, as set forth in the issuer's Form 10-Q filed November 10, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Low Time Preference Fund II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,365,299.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,365,299.00

11

Aggregate amount beneficially owned by each reporting person

3,365,299.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The calculation is based on 48,307,642 common shares outstanding, as set forth in the issuer's Form 10-Q filed November 10, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Ten31 Join the Fold LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

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: 2929 Arch St., Suite 1703, Philadelphia, PENNSYLVANIA , 19103.
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 Ten31 Join the Fold LLC
(b)	The principal business address of Ten31 LLC, Low Time Preference Fund II, LLC and Ten31 Join the Fold LLC 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 Dr. 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 Ten31 Join the Fold LLC 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. Ten31 Join the Fold LLC 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 for the purchase of Common Stock and other instruments came from the working capital of the Low Time Preference Fund II, LLC, , Ten31 Join the Fold 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. Ten31 Join the Fold LLC disposed of all 1,682,670 shares of Common Stock reported in the initial 13D filing on December 19, 2025, 144,311 of which were distributed to Jonathan Kirkwood in exchange for no consideration. Additionally, Dr. Kirkwood obtained beneficial ownership of 112,500 shares through a grant of restricted stock units on June 3, 2025. SATS Credit Fund, LP acquired 520,000 shares of Common Stock in a transaction with the Issuer on February 26, 2026 (as further described in Item 6), and 750,000 shares of Common Stock and 925,590 warrants to purchase shares of Common Stock on March 5, 2025. Dr. Kirkwood is a director of the Issuer. As such, he participates in the planning and decisions of the board of directors. Dr. 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 Dr. Kirkwood 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, Dr. 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. Dr. 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. 1, which is incorporated by reference herein.
(b)	See the information on the cover pages of this Schedule 13D Amendment No. 1, 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. 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. 1 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.
(e)	Ten31 Join the Fold LLC has never had beneficial ownership of more than five percent of the outstanding shares of Common Stock and accordingly will cease to be a reporting person.
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. Additionally, 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 Dr. Kirkwood on February 18, 2026.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Statement Exhibit B: Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 26, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ten 31 LLC

Signature:	/s/ Jonathan Kirkwood
Name/Title:	Jonathan Kirkwood, Vice Managing Partner
Date:	03/03/2026

Jonathan Kirkwood

Signature:	/s/ Jonathan Kirkwood
Name/Title:	Jonathan Kirkwood
Date:	03/03/2026

Low Time Preference Fund II, LLC

Signature:	/s/ Jonathan Kirkwood
Name/Title:	Jonathan Kirkwood, Vice Managing Partner
Date:	03/03/2026

Ten31 Join the Fold LLC

Signature:	/s/ Jonathan Kirkwood
Name/Title:	Jonathan Kirkwood, Managing Partner
Date:	03/03/2026

FAQ

What stake in Fold Holdings (FLD) does Ten31 LLC now report?

Ten31 LLC reports beneficial ownership of 5,560,889 Fold Holdings shares and warrants, representing 11.5% of common stock. This figure includes holdings through Low Time Preference Fund II, LLC and SATS Credit Fund LP, with Ten31 disclaiming beneficial ownership except for its pecuniary interest.

How much Fold Holdings (FLD) stock does Jonathan Kirkwood beneficially own?

Jonathan Kirkwood reports beneficial ownership of 5,817,700 Fold Holdings shares and warrants, or 12.0% of the common stock. This includes his personal holdings, interests in Low Time Preference Fund II, LLC, SATS Credit Fund LP, and restricted stock units granted to him.

What transaction did SATS Credit Fund LP complete with Fold Holdings (FLD) on February 26, 2026?

On February 26, 2026, SATS Credit Fund LP purchased a Senior Unsecured Promissory Note and 520,000 Fold Holdings shares for an aggregate price of $13,000,000. This transaction combined a credit investment with additional equity ownership directly from the issuer.

What warrants related to Fold Holdings (FLD) does SATS Credit Fund LP hold?

SATS Credit Fund LP holds 925,590 warrants to purchase Fold Holdings common stock. These warrants were received on March 6, 2025, as referenced in a Form 5 filed by Jonathan Kirkwood, and provide potential additional equity exposure if exercised.

Why did Ten31 Join the Fold LLC cease to be a reporting person for Fold Holdings (FLD)?

Ten31 Join the Fold LLC now reports zero beneficial ownership of Fold Holdings common stock. It disposed of all 1,682,670 shares reported previously, and because it has never exceeded 5% beneficial ownership, it no longer meets the threshold to remain a reporting person.

What role does Jonathan Kirkwood have at Fold Holdings (FLD) and Ten31 LLC?

Jonathan Kirkwood is a director of Fold Holdings and co-founder and managing partner of Ten31 LLC. His board position means he participates in planning and decisions, and he may consider changes in management, capital structure, or other corporate matters over time.