---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-082532"
form_type: "8-K"
ticker: "FLD"
cik: "0001889123"
company_name: "Fold Holdings, Inc."
filed_at: "2026-02-27T23:59:59+00:00"
generated_at: "2026-05-15T23:12:26.440491+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Fold eliminates $66.3M in convertible debt, removes 8-10M dilutive shares, releases 521 bitcoin

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-26-082532
- form_type: 8-K
- ticker: FLD
- cik: 0001889123
- company_name: Fold Holdings, Inc.
- filed_at: 2026-02-27T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1889123/000119312526082532/0001193125-26-082532-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1889123/000119312526082532/fld-20260226.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-082532
- JSON: https://secwatch.observer/filing/0001193125-26-082532.json
- Plain text: https://secwatch.observer/filing/0001193125-26-082532.txt

## Source-grounded claims
- claim_id: 185629dd6841eb2e7d5c37a62c0b08b5e7b998f3
  claim: Fold Holdings, Inc. incurred senior notes of $13.0 million with SATS Credit Fund L.P. at 10.0% per annum maturing one year.
  evidence_excerpt: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1889123/000119312526082532/0001193125-26-082532-index.htm
- claim_id: 383ff9d40fc39c56cf03075c3a93c7229ee32e18
  claim: 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).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1889123/000119312526082532/0001193125-26-082532-index.htm
- claim_id: 647c72b094706c19b7d9453f56fe79d6da711916
  claim: 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).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1889123/000119312526082532/0001193125-26-082532-index.htm
- claim_id: 7c87b8f8a2df18b18fa596f0c09c01b047251b5f
  claim: 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).
  evidence_excerpt: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1889123/000119312526082532/0001193125-26-082532-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.