Fold Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
FLD$0.44-4.6%Stored close · as of Nov 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001193125-26-344668
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001193125-26-455493
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 37 current paragraphs.
11 unchanged; 4 reworded; 22 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
The issuance and sale of our Common Stock to Roth Principal Investments may cause dilution to our other stockholders and the sale of the shares of Common Stock acquired by Roth Principal Investments, or the perception that such sales may occur, could cause the price of our Common Stock to decrease.
Current report
On September 4, 2026, we entered into a Common Stock Purchase Agreement (the “CEF Facility”) with Roth Principal Investments (the “Investor”), pursuant to which the Investor committed to purchase up to $25,000,000 shares of our Common Stock, upon the terms and subject to the conditions set forth in the CEF Facility. The shares of our Common Stock that may be issued under the CEF Facility may be sold by us to the Investor at our discretion from time to time over a 36-month period following the effective date of the registration statement of which this prospectus forms a part, subject to certain conditions. The purchase price for the shares that we may sell to the Investor under the CEF Facility will fluctuate based on the market price of our Common Stock. Depending on demand and market liquidity at the time, sales of such shares by the Investor may cause the trading price of our Common Stock to decrease.
Current report
We have the right to control the timing and amount of any future sales of our shares to the Investor, subject to certain limitations set forth in the CEF Facility. Any sales of our Common Stock to the Investor will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Investor all, some or none of the shares of our Common Stock that may be available for us to sell pursuant to the CEF Facility. If and when we sell shares to the Investor, the Investor may then resell all, some or none of those shares at any time or from time to time in its discretion. See the section titled “Plan of Distribution (Conflict of Interest)” elsewhere in this prospectus for more information. Therefore, our sales to the Investor could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to the Investor, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
Current report
The following information is included in this Quarterly Report on Form 10-Q for the purpose of providing the disclosure required under “Item 1.01 Entry into a Material Definitive Agreement,” “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” and “Item 3.02 Unregistered Sales of Equity Securities” of Form 8-K.
Current report
On November 9, 2026 (the “Restatement Date”), Fold Holdings, Inc. (the “Company”) entered into an Amended and Restated Senior Unsecured Promissory Note (the “A&R Note”) with SATS Credit Fund LP (“SATS”), which amends and restates in its entirety the Senior Unsecured Promissory Note issued by the Company to SATS on February 25, 2026 in the principal amount of $13.0 million (the “Existing Note”). In connection with the A&R Note, the Company and SATS also entered into Amendment No. 1 to the Purchase Agreement dated February 25, 2026 (the “Purchase Agreement Amendment”) and Amendment No. 1 to the Registration Rights Agreement dated February 25, 2026 (the “Registration Rights Agreement Amendment”).
Current report
The A&R 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 Existing Note, which continues as outstanding principal under the A&R Note, and up to $12.0 million of additional principal that may be drawn in one or more advances. Each draw is uncommitted and requires the mutual agreement of the Company and SATS, and SATS may approve or decline any draw request in its sole discretion. Draws must be in a minimum amount of $1.0 million and may be requested until 60 days before maturity. Amounts repaid may not be reborrowed.
Current report
The A&R Note bears cash interest at a rate of 10.0% per annum, payable monthly in arrears. In addition, the Company will issue to SATS shares of its common stock, par value $0.0001 per share (the “Common Stock”), as fees for the facility (the “PIK Shares”), consisting of (i) 1,500,000 shares within 15 days of the Restatement Date, (ii) on the funding date of each draw, a number of shares having a value equal to 7.0% of the amount drawn, and (iii) upon any extension of maturity, a number of shares having a value equal to 7.0% of the principal then outstanding. For purposes of clauses (ii) and (iii), shares are valued at the volume-weighted average price of the Common Stock for the 30 consecutive trading days preceding the Restatement Date. The PIK Shares replace the 520,000 shares of Common Stock that would have been issuable upon renewal of the Existing Note. The Company will pay cash in lieu of any PIK Shares that cannot be issued, including by reason of a limit under the rules of The Nasdaq Stock Market requiring stockholder approval.
Current report
The A&R Note matures on November 9, 2027, twelve months after the Restatement Date. The Company may, at its option, extend the maturity for one additional twelve-month period if no event of default is continuing, subject to the issuance of PIK Shares as described above. The Company may prepay the A&R Note at any time, in whole or in part, without premium or penalty. As under the Existing Note, SATS may require the Company to prepay up to 25%, 50% and 100% of the outstanding principal if the price of bitcoin falls to or below $45,000, $40,000 and $37,000, respectively, which prepayment the Company may make in cash or, at its option, in bitcoin valued at the applicable trigger price, and SATS may require prepayment in full upon a change of control of the Company.
Current report
The A&R Note is a senior unsecured obligation of the Company. As of the Restatement Date, $13.0 million of principal was outstanding under the A&R Note, and the Company’s obligations thereunder will increase by the amount of any additional advances. It contains customary covenants, including a limitation on the incurrence of additional indebtedness in excess of $25.0 million (subject to exceptions, including for indebtedness incurred in connection with the Company’s credit card program) and a prohibition on the payment of dividends and the repurchase of the Company’s equity securities, subject to limited exceptions. The A&R Note also contains customary events of default, including payment defaults, covenant defaults, breaches of representations, failure to issue PIK Shares, bankruptcy events, the delisting of the Common Stock for ten consecutive trading days, and cross-defaults on other indebtedness in excess of $1.0 million. Upon an event of default, SATS may declare all amounts outstanding under the A&R Note immediately due and payable.
Current report
Purchase Agreement Amendment and Registration Rights Agreement Amendment
Current report
The Purchase Agreement Amendment, among other things, conforms the Purchase Agreement to the A&R Note and the PIK Shares and provides that the representations and warranties of the Company and SATS under the Purchase Agreement are made as of the Restatement Date and as of the funding date of each draw. The Registration Rights Agreement Amendment extends SATS’s registration rights to the PIK Shares and requires the Company to file a registration statement covering the resale of the PIK Shares within 45 days after each issuance, unless their resale is already covered by an effective registration statement.
Current report
SATS is an investment fund managed by Ten 31, LLC, an affiliate of Jonathan Kirkwood, a member of the Company’s Board of Directors. The A&R Note, the Purchase Agreement Amendment, the Registration Rights Agreement Amendment and the transactions contemplated thereby were reviewed and approved by the Audit Committee of the Company’s Board of Directors, consisting solely of independent directors, in accordance with the Company’s Related Party Transaction Policy.
Current report
The foregoing descriptions of the Purchase Agreement Amendment, the Registration Rights Agreement Amendment, and the A&R Note do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.3, 10.4 and 10.5, respectively, to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
Current report
The information set forth above under “Amended and Restated SATS Note” is incorporated herein by reference.
Current report
On the Restatement Date, the Company committed to issue 1,500,000 shares of Common Stock to SATS as PIK Shares under the A&R Note. The Company may issue additional PIK Shares to SATS in connection with future draws and any extension of the maturity of the A&R Note, as described above. The PIK Shares were and will be issued as consideration for SATS’s entry into the A&R Note and the advances made thereunder.
Current report
The PIK Shares were and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving a public offering. SATS has represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and that it is acquiring the PIK Shares for investment and not with a view to distribution in violation of the Securities Act. No underwriting discounts or commissions were or will be paid in connection with the issuance of the PIK Shares.
Reworded paragraphs (4)
Previous wording
There are numerous factors that affect our business and operating results, many of which are beyond our control. Except as set forth below, there have been no material changes to the risk factors previously described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
There are numerous factors that affect our business and operating results, many of which are beyond our control. Except as set forth below, there have been no material changes to the risk factors previously described in our Annual Report on Form 10-K for the year ended December 31, 2025 or in our subsequent filings with the SEC and elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
We intend to monitor the closing bid price of our common stock and consider available options to regain compliance, which may include seeking stockholder approval to effect a reverse stock split. There can be no assurance that any action taken by us would be successful or would result in a sustained increase in the market price of our common stock. Even if we regain compliance with the minimum bid price requirement, there can be no assurance that the market price of our common stock will not again fall below $1.00 per share, which could result in our receipt of one or more additional deficiency notices and ultimately in the delisting of our common stock from The Nasdaq Capital Market.
Current wording
On October 22, 2026, our stockholders approved an amendment to our certificate of incorporation to effect a reverse stock split at a ratio of between 1-for-2 and 1-for-50, with the exact ratio and timing to be determined by our Board, in its discretion. The Board is not required to effect a reverse stock split. There can be no assurance that a reverse stock split, or any other action taken by us, would be successful or would result in a sustained increase in the market price of our common stock. Even if we regain compliance with the minimum bid price requirement, there can be no assurance that the market price of our common stock will not again fall below $1.00 per share, which could result in our receipt of one or more additional deficiency notices and ultimately in the delisting of our common stock from The Nasdaq Capital Market.
Previous wording
Other than as previously reported by us on our Current Report on Form 8-K, during the period covered by this Quarterly Report on Form 10-Q, the Company did not sell any unregistered securities.
Current wording
Other than as previously reported by us on our Current Report on Form 8-K filed on September 8, 2026, during the period covered by this Quarterly Report on Form 10-Q, the Company did not sell any unregistered securities.
Previous wording
The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended June 30, 2026, one of the Company’s officers, our Chief Technology Officer, Tom Dickman, adopted a Rule 10b5-1 Plan. The applicable Rule 10b5-1 Plan was entered into during an open trading window, on June 12, 2026, in accordance with the Company’s Insider Trading Policy. Up to 50,000 shares can be sold under Mr. Dickman's 10b5-1 Plan from October 14, 2026 through June 11, 2027.
Current wording
The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended September 30, 2026, none of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).