8-K
filed February 27, 2026, 6:59 PM ET
ticker FLD
CIK 0001889123
debt
confidence high
sentiment positive
materiality 0.85
Fold Holdings, Inc. (FLD): debt financing — Fold eliminates $66.3M in convertible debt, removes 8-10M dilutive shares, releases 521 bitcoin
Fold Holdings, Inc.
- Extinguished two convertible notes totaling $66.3M principal; no convertible debt remains. Removes 8-10M potential dilutive shares.
- Paid $27.5M to retire the $20M Investor Note; March 2025 Note ($46.3M) terminated without penalty.
- Released 521 bitcoin formerly held as collateral under the two notes; now available for operations or credit card program.
- Issued $13M new senior unsecured note to SATS (10% interest, 1-year); 520k commitment shares issued to SATS as part of deal.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Fold Holdings, Inc. incurred senior notes of $13.0 million with SATS Credit Fund L.P. at 10.0% per annum maturing one year.
- Instrument
- senior notes
- Principal
- $13.0 million
- Counterparty
- SATS Credit Fund L.P.
- Rate
- 10.0% per annum
- Maturity
- one year
- Event
- incurrence
Exact text from the filing
Contemporaneously with the termination (as described below) of the March 2025 Note (as defined below), Fold Holdings, Inc. (the "Company") entered into a Purchase Agreement with SATS Credit Fund L.P. ("SATS") dated February 25, 2026 (the "Purchase Agreement"), pursuant to which SATS purchased from the Company a $13.0 million promissory note, repayable in cash (the "New Note") and 520,000 shares of the Company's Common Stock (the "Initial Commitment Shares").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Fold Holdings, Inc. terminated March 2025 Note with SATS Credit Fund L.P. valued at approximately $46.3 million face value, convertible into 3.7 million shares at $12.50 per share, col (effective 2026-02-26).
- Action
- termination
- Agreement
- notes offering
- Counterparty
- SATS Credit Fund L.P.
- Value
- approximately $46.3 million face value, convertible into 3.7 million shares at $12.50 per share, col
- Effective
- 2026-02-26
Exact text from the filing
On February 25, 2026, the Company returned the 500 bitcoin held as collateral pursuant to the March 2025 Note, and on February 26, 2026, upon mutual consent of the parties, the March 2025 Note was extinguished and the related Securities Purchase Agreement was terminated.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Fold Holdings, Inc. terminated Investor Note with a certain holder named therein valued at approximately $27.5 million in cash ($20 million principal plus $7.5 million multiple) (effective 2026-02-27).
- Action
- termination
- Agreement
- notes offering
- Counterparty
- a certain holder named therein
- Value
- approximately $27.5 million in cash ($20 million principal plus $7.5 million multiple)
- Effective
- 2026-02-27
Exact text from the filing
Subsequent to the closing of the Purchase Agreement, as described above, on February 27, 2026, the Company extinguished the Convertible Note (the "Investor Note") dated December 24, 2024, as amended from time to time, issued by the Company to a certain holder named therein, and terminated the related Securities Purchase Agreement and other transaction documents with the holder pursuant to which such note was purchased.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Fold Holdings, Inc. entered into Purchase Agreement with SATS Credit Fund L.P. valued at $13.0 million promissory note and 520,000 shares of Common Stock (effective 2026-02-25).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- SATS Credit Fund L.P.
- Value
- $13.0 million promissory note and 520,000 shares of Common Stock
- Effective
- 2026-02-25
Exact text from the filing
Contemporaneously with the termination (as described below) of the March 2025 Note (as defined below), Fold Holdings, Inc. (the "Company") entered into a Purchase Agreement with SATS Credit Fund L.P. ("SATS") dated February 25, 2026 (the "Purchase Agreement"), pursuant to which SATS purchased from the Company a $13.0 million promissory note, repayable in cash (the "New Note") and 520,000 shares of the Company's Common Stock (the "Initial Commitment Shares").
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.