Fold Holdings, Inc.

Item 5. Other Information.

(a)

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).

(b)

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.

Amended and Restated SATS Note

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”).

A&R Note

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.

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.

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.

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.

Purchase Agreement Amendment and Registration Rights Agreement Amendment

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.

Relationship with SATS

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.

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.

Issuance of PIK Shares

The information set forth above under “Amended and Restated SATS Note” is incorporated herein by reference.

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.

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.