Form 4: Ten31 injects $13M into Fold; 3.7M-note redeemed

Ten31-linked funds bought 520,000 shares and a senior unsecured note for $13M as a prior 7% convertible covering ~3.7M shares was redeemed unexercised.

Summary

• On 02/26/2026, SATS Credit Fund LP purchased a Senior Unsecured Promissory Note and 520,000 shares of Fold Holdings, Inc. common stock for an aggregate $13,000,000.
• Beneficial ownership now totals 5,560,889 shares held indirectly via SATS Credit Fund LP and LP Low Time Preference Fund II, LLC, both managed by Ten31 LLC.
• A previously purchased 7.0% convertible note (acquired 03/06/2025) with a $12.50 conversion price into approximately 3,700,000 shares was redeemed on 02/26/2026 without being exercised.
• Ten31 LLC is identified as a Director and 10% Owner; the securities may be deemed indirectly beneficially owned by Ten31 LLC and its co-founder and managing member, Jonathan Kirkwood.
• The convertible note position now stands at 0 following redemption.

Sentiment

Score: 6

Explanation: StockSavvy.ai views the $13M insider-led financing and the redemption of a 3.7M-share convertible as moderately positive, reducing dilution risk and adding liquidity, partially offset by new debt and incremental share issuance.

Positives

• New capital of $13,000,000 provided to the issuer via a senior unsecured promissory note plus 520,000 newly issued shares.
• Redemption of the 7.0% convertible note (convertible into ~3,700,000 shares at $12.50) eliminates a significant potential dilution overhang.
• Insider-related entities increased ownership to 5,560,889 shares, which can signal confidence.

Negatives

• Issuance of 520,000 new shares creates immediate shareholder dilution.
• A new senior unsecured promissory note adds debt obligations; key terms (maturity, covenants, etc.) are not detailed here.
• Transaction details require cross-reference to the issuer’s 02/26/2026 Form 8-K for full specifics.

Future Outlook

No forward-looking guidance or operational outlook disclosed.

Industry Context

StockSavvy.ai notes that insider-led financing coupled with the redemption of a sizable convertible security typically signals capital-structure simplification and reduced dilution risk, a pattern common among U.S. small-caps seeking to replace convertible overhangs with cleaner debt/equity mixes.

Comparison to Industry Standards

• The combined debt-plus-equity structure is consistent with U.S. small-cap PIPE practices; the 520,000-share issuance is modest relative to the 3.7M-share convertible overhang that was removed.
• Redeeming a 7% fixed-price convertible reduces potential dilution compared with issuers that keep outstanding convertibles or use floating-price structures that can amplify share issuance.
• Post-transaction insider ownership of 5,560,889 shares reflects a meaningful stake, aligning with strategic or anchor-investor involvement often observed in smaller issuers to stabilize financing.

Related Party Transactions

• Securities are owned directly by SATS Credit Fund LP and LP Low Time Preference Fund II, LLC, private funds managed by Ten31 LLC, and may be deemed indirectly beneficially owned by Ten31 LLC and Jonathan Kirkwood.
• On 02/26/2026, funds managed by a Director and 10% Owner purchased securities directly from the issuer.

Stakeholder Impact

• Shareholders: immediate dilution from issuing 520,000 new shares.
• Shareholders: removal of potential dilution from approximately 3,700,000 shares due to redemption of the 7.0% convertible note unexercised.
• Creditors/company: addition of a senior unsecured promissory note increases debt obligations.
• Governance: increased insider beneficial ownership to 5,560,889 shares may influence future voting dynamics.

Next Steps

• Review the issuer’s Form 8-K filed on 02/26/2026 for detailed terms of the Senior Unsecured Promissory Note and related agreements.

Key Dates

Recommendation

Insider-led $13M financing and the elimination of a 3.7M-share convertible overhang are constructive signals, but the new debt and dilution from 520,000 shares temper the near-term upside; maintaining a neutral stance until operating performance or note terms are fully evaluated is prudent.

Keywords

Form 4, insider transaction, Ten31 LLC, SATS Credit Fund LP, Fold Holdings, Inc., FLD, Jonathan Kirkwood, Senior Unsecured Promissory Note, $13, 000, 000 financing, 7.0% convertible note, $12.50 conversion price, 3, 700, 000 shares, ownership change, LP Low Time Preference Fund II, LLC