Monitor for any sales by SATS Credit Fund; the modest 2.1% dilution limits downside but overhang could weigh on sentiment. Watch for the company's next earnings report for updates on financial health and cash needs, given the high-interest debt.
Price Chart
Executive Summary
Fold Holdings filed an S-3 registration statement to register up to 1,040,000 shares of common stock for resale by SATS Credit Fund L.P., representing approximately 2.1% of outstanding shares. The shares were issued as commitment shares in connection with a $13 million senior unsecured promissory note bearing 10% interest. The company will not receive any proceeds from the resale. The filing creates potential overhang but the small relative size limits immediate price impact.
Key Financial Metrics
Key Facts
- Up to 1,040,000 shares registered for resale by SATS Credit Fund L.P.
- Shares represent approximately 2.1% of outstanding common stock (50,687,974 shares as of May 4, 2026).
- Company will not receive any proceeds from the resale.
- Shares were issued as part of a February 25, 2026 Purchase Agreement for a $13 million senior unsecured promissory note (10% interest).
- Stock closed at $1.34 on May 4, 2026; filing fee table uses $1.48 as reference price.
- SATS Credit Fund is managed by Ten31 LLC, an affiliate of director Jonathan Kirkwood.
Financial Impact
Maximum aggregate offering value of approximately $1.54 million based on $1.48 reference price.
Risk Factors
- Potential stock overhang from resale by SATS Credit Fund.
- Company has significant debt with 10% interest notes and convertible notes outstanding.
- Further dilution possible if warrants (15.1M shares) and RSUs (4.9M shares) are exercised or vest.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001213900-26-053355 |
| Document: ea028924601ex5-1.htm | 0001213900-26-053355 |
| Document: ea028924601ex-fee.htm | 0001213900-26-053355 |
| Document: ea028924601ex23-1.htm | 0001213900-26-053355 |
| Document: ea028924601ex23-2.htm | 0001213900-26-053355 |
| Document: 0001213900-26-053355-index-headers.html | 0001213900-26-053355 |
| Document: 0001213900-26-053355-index.html | 0001213900-26-053355 |
| Document: 0001213900-26-053355.txt | 0001213900-26-053355 |
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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