SCHEDULE: Fold Holdings Sees Major Ownership Shift, $13M Investment

Fold Holdings, Inc. reports significant changes in beneficial ownership, including a $13 million investment from SATS Credit Fund LP and a director's increased stake.

Summary

• Ten31 LLC, Jonathan Kirkwood, and Low Time Preference Fund II, LLC filed an Amendment No. 1 to their Schedule 13D regarding their beneficial ownership in Fold Holdings, Inc.
• Jonathan Kirkwood, co-founder and managing partner of Ten31 LLC and a director of Fold Holdings, Inc., now beneficially owns 5,817,700 shares, representing 12.0% of the common stock outstanding.
• Ten31 LLC, as investment manager, has shared voting and dispositive power over 5,560,889 shares, representing 11.5% of the common stock.
• Low Time Preference Fund II, LLC beneficially owns 3,365,299 shares, representing 7.0% of the common stock.
• Ten31 Join the Fold LLC disposed of all its 1,682,670 shares and will cease to be a reporting person.
• SATS Credit Fund, LP acquired 520,000 shares of Common Stock and a Senior Unsecured Promissory Note from Fold Holdings, Inc. for an aggregate purchase price of $13,000,000 on February 26, 2026.
• SATS Credit Fund, LP also acquired 750,000 shares of Common Stock and 925,590 warrants to purchase shares of Common Stock on March 5, 2025.
• Jonathan Kirkwood obtained beneficial ownership of 144,311 shares through a distribution from Ten31 Join the Fold LLC and 112,500 shares through a grant of restricted stock units on June 3, 2025.
• The beneficial ownership calculations are based on 48,307,642 shares of Common Stock outstanding, as reported in the issuer's Form 10-Q filed November 10, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to the significant $13 million capital injection from SATS Credit Fund LP and the increased direct beneficial ownership by director Jonathan Kirkwood, signaling continued strategic interest and support for Fold Holdings, Inc. The divestment by Ten31 Join the Fold LLC is a minor offset, but the overall capital infusion is a strong positive.

Positives

• SATS Credit Fund, LP, managed by Ten31 LLC, made a significant $13,000,000 investment in Fold Holdings, Inc., acquiring a Senior Unsecured Promissory Note and 520,000 shares of common stock.
• Jonathan Kirkwood, a director of Fold Holdings, Inc. and co-founder of Ten31 LLC, increased his direct beneficial ownership by receiving shares and restricted stock units, demonstrating continued insider commitment.
• The investment from SATS Credit Fund, LP provides capital to the Issuer, which can support its operations and strategic initiatives.

Negatives

• Ten31 Join the Fold LLC, previously a reporting person, disposed of all its 1,682,670 shares of Common Stock and will no longer be a beneficial owner, indicating a full divestment from this specific fund.

Risks

• Jonathan Kirkwood, as a director, 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 on market conditions and other factors, Dr. Kirkwood may purchase additional securities or dispose of all or a portion of his current holdings in the Issuer.

Future Outlook

Jonathan Kirkwood, as a director, may develop plans or propose changes regarding the Issuer's management, board composition, operations, capital structure, or business. He reserves the right to purchase additional securities or dispose of current holdings based on market conditions and other factors.

Management Comments

• Jonathan Kirkwood's principal occupation is as the co-founder and managing partner of Ten31 LLC, an investment adviser focusing on the bitcoin ecosystem.
• Dr. Kirkwood is a director of the Issuer and 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.

Industry Context

StockSavvy.ai notes that the continued and increased investment from entities managed by Ten31 LLC, an investment adviser focused on the 'bitcoin ecosystem,' suggests a strategic alignment with Fold Holdings, Inc.'s business. This indicates a belief in the long-term potential of companies operating within or supporting the cryptocurrency space, particularly given the significant capital injection.

Related Party Transactions

• Jonathan Kirkwood, a director of Fold Holdings, Inc., is also the co-founder and managing partner of Ten31 LLC, which manages Low Time Preference Fund II, LLC and SATS Credit Fund, LP.
• SATS Credit Fund, LP, managed by Ten31 LLC, purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the Issuer for $13,000,000.
• Jonathan Kirkwood received 144,311 shares of Common Stock from Ten31 Join the Fold LLC (also managed by Ten31 LLC) in exchange for no consideration.

Stakeholder Impact

• Shareholders: Increased institutional ownership and a capital infusion could be seen as positive for the company's stability and growth prospects.
• Creditors: The issuance of a Senior Unsecured Promissory Note indicates new debt, which could impact the company's leverage profile.

Next Steps

• Jonathan Kirkwood reserves the right to formulate plans or make proposals, and to take any actions with respect to his investments in the Issuer, including changes to management, board composition, operations, capital structure, or business.

Key Dates

Recommendation

The filing indicates a significant capital raise and continued strategic involvement from a key director and associated investment funds. While the capital infusion is positive, the nature of this filing (an ownership amendment, not a performance report) and the divestment by one fund suggest a 'hold' recommendation. Investors should monitor future developments and financial performance for a clearer directional signal, but the current strategic backing is a stabilizing factor.

Keywords

Fold Holdings Inc., Schedule 13D/A, Beneficial Ownership, Ten31 LLC, Jonathan Kirkwood, SATS Credit Fund LP, Common Stock, Warrants, Investment, Promissory Note, Capital Raise