The shelf is now live — monitor for a takedown notice (424B5) indicating SATS Credit Fund L.P. has begun selling. At ~2.1% of float, the overhang is modest but could pressure the stock if selling is concentrated. No immediate catalyst for the warrant (FLDDW) from this filing alone.
Price Chart
Executive Summary
The SEC declared effective the S-3 registration statement (File No. 333-295641) filed by Fold Holdings, Inc. on May 7, 2026. This allows the resale of up to 1,040,000 shares of common stock by SATS Credit Fund L.P., representing ~2.1% of outstanding shares, which were issued as commitment shares for a $13M promissory note. The company receives no proceeds from the resale, but the effectiveness removes the final regulatory barrier to selling, creating a modest overhang for the common stock.
Key Facts
- Effectiveness date: May 21, 2026
- Shelf registration (S-3) for resale of 1,040,000 shares of common stock by SATS Credit Fund L.P.
- Shares represent approximately 2.1% of outstanding shares
- Shares were issued as commitment shares for a $13M senior unsecured promissory note bearing 10% interest
- Company will not receive any proceeds from the resale
- The S-3 was filed on May 7, 2026, and became effective in 14 days
Financial Impact
Up to 1,040,000 shares (approx. 2.1% of outstanding) may be sold into the market; no proceeds to the company.
Risk Factors
- Resale of 1.04M shares could create selling pressure on the common stock
- No company proceeds from the offering — no capital infusion benefit
- Warrant holders may see indirect dilution if common stock price declines
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-001725 |
| Document: 9999999995-26-001725-index.html | 9999999995-26-001725 |
| Document: 9999999995-26-001725.txt | 9999999995-26-001725 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 3, 2026 20w ago | EFFECT | $0.1579 $0.0776 | ▼ −50.85% | ▼ −53.35% | — |
May 22, 2026 22w ago | EFFECT | $0.1579 $0.0831 | ▼ −47.37% | ▼ −50.56% | — |
May 12, 2026 23w ago | 8-K | $0.1579 $0.0899 | ▲ +43.07% | ▲ +47.50% | — |
May 7, 2026 24w ago | S-3 | $0.1579 | awaiting T+60 | — | — |
Apr 20, 2026 27w ago | 144 | $0.1579 $0.0780 | ▼ −50.60% | ▼ −57.38% | — |
US Market Status
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