Fold Holdings, Inc.·4

Mar 30, 12:21 PM ET

Ten31 LLC 4

4 · Fold Holdings, Inc. · Filed Mar 30, 2026

Research Summary

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Fold (FLD) 10% Owner Ten31 LLC Buys 520K Shares; Redeems Note

What Happened Ten31 LLC (as adviser to funds that are 10% owners) effected two related transactions on Feb 26, 2026. Its managed funds (SATS Credit Fund LP and an affiliated fund) acquired 520,000 shares of Fold Holdings as part of a transaction in which SATS Credit Fund purchased a Senior Unsecured Promissory Note and 520,000 shares from the issuer for an aggregate $13,000,000. Separately, a convertible note the funds had purchased on March 6, 2025 (convertible into ~3.7 million shares) was redeemed on Feb 26, 2026 and was not converted into common stock.

Key Details

  • Transaction date: February 26, 2026; Form 4 filed March 30, 2026 (filed late relative to the trade date).
  • Acquisition: 520,000 shares of Common Stock acquired by SATS Credit Fund as part of a $13,000,000 purchase (aggregate price disclosed; per‑share price not specified in filing).
  • Derivative disposition: Redemption of a convertible note previously convertible into ~3,700,000 shares (reported as a disposition of a derivative instrument).
  • Reported holders: Securities are owned directly by SATS Credit Fund and LP Low Time Preference Fund II, LLC; indirectly beneficially owned by the Adviser (Ten31 LLC) and Jonathan Kirkwood (co‑founder/managing member).
  • Filing timeliness: The Form 4 was filed more than a month after the Feb 26 transactions (appears late).

Context This filing reflects an institutional transaction by funds managed by Ten31 LLC rather than trading by an individual executive. The 520,000‑share entry is a direct equity acquisition (purchase from the issuer) — generally more informative to investors than routine sales. The convertible note redemption simply terminates the derivative conversion right (it was redeemed without being converted into shares), so the ~3.7M share conversion opportunity was not exercised. No per‑share price for the equity grant was provided in the Form 4; additional details are available in the issuer’s Form 8‑K referenced in the footnotes.

Insider Transaction Report

Form 4
Period: 2026-02-26
Ten31 LLC
Director10% Owner
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-02-26+520,0005,560,889 total(indirect: Through SATS Credit Fund LP)
  • Other

    7.0% Convertible Note

    [F3]
    2026-02-263,700,0000 total(indirect: Through SATS Credit Fund LP)
    Exercise: $12.50From: 2025-03-06Exp: 2026-02-26Common Stock (3,700,000 underlying)
Footnotes (3)
  • [F1]SATS Credit Fund LP entered into a transaction with the Issuer on February 26, 2026 pursuant to which it purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the Issuer for the aggregate purchase price of $13,000,000.
  • [F2]The reported securities are owned directly by (i) SATS Credit Fund and (ii) LP Low Time Preference Fund II, LLC, which are private investment funds managed by Ten31 LLC (the "Adviser"), and may be deemed to be indirectly beneficially owned by the Adviser and Jonathan Kirkwood, the co-founder and managing member of Ten31 LLC.
  • [F3]On February 26, 2026, the convertible note (convertible into approximately 3.7 million shares of Common Stock pursuant to the terms therein), previously purchased from the Issuer on March 6, 2025, was redeemed without ever being exercised. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the SEC on February 26, 2026.
Signature
TEN 31 LLC, By: /s/ Jonathan Kirkwood, Jonathan Kirkwood, Co-Founder and Managing Member|2026-03-30

Documents

1 file
  • 4
    ownership.xmlPrimary