Fold Holdings, Inc. Files 8-K: Material Agreement & Financial Obligation

TL;DR

Fold Holdings (fka FTAC Emerald) filed an 8-K on Oct 1, 2025, reporting a material definitive agreement and a new financial obligation.

AI Summary

On October 1, 2025, Fold Holdings, Inc. (formerly FTAC Emerald Acquisition Corp. and Emerald ESG Acquisition Corp.) filed an 8-K report. The filing indicates the company entered into a material definitive agreement and incurred a direct financial obligation. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing signals a significant development for Fold Holdings, Inc., potentially involving new debt or contractual commitments that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which could introduce new risks or opportunities for the company.

Key Numbers

• 001-41168 — SEC File Number (Identifies the company's filing with the SEC)
• 86-2170416 — EIN (Employer Identification Number)

Key Players & Entities

• Fold Holdings, Inc. (company) — Registrant
• FTAC Emerald Acquisition Corp. (company) — Former Company Name
• Emerald ESG Acquisition Corp (company) — Former Company Name
• October 1, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common stock, par value $0.0001 per share FLD Nasdaq Capital Market
• $11.50 — of common stock at an exercise price of $11.50 per share FLDDW Nasdaq Capital Mark
• $45,000,000 — an aggregate principal amount of up to $45,000,000, with no minimum loan amount required.

Filing Documents

• fld-20251001.htm (8-K) — 81KB
• fld-ex10_1.htm (EX-10.1) — 359KB
• 0001193125-25-226833.txt ( ) — 711KB
• fld-20251001.xsd (EX-101.SCH) — 100KB
• fld-20251001_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Master Loan Agreement On October 1, 2025, Fold, Inc., a Delaware corporation ("Borrower"), and wholly owned subsidiary of Fold Holdings, Inc. (the "Company"), entered into a Master Loan Agreement (the "MLA") with Two Prime Lending Limited, a company organized under the laws of the British Virgin Islands ("Two Prime"), that establishes a revolving credit facility (the "Facility") pursuant to the terms of which the Borrower may, from time to time, request an advance of funds, and Two Prime may, in its sole and absolute discretion, extend or decline such advance on terms acceptable to the Borrower and Two Prime and as set forth in individually executed loan term sheets (each, a "Loan Term Sheet"). Facility and economics: The Facility provides for loans in an aggregate principal amount of up to $45,000,000, with no minimum loan amount required. Any amounts borrowed under this Facility bear interest at a rate of 6.5% per annum, accruing daily on a 360day year basis and payable in USD. The first advance under the first Loan Term Sheet will mature on October 1, 2026 (the "Maturity Date"). The Borrower may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. If the Borrower fails to pay any amount payable (including any Loan Fees (as defined in the Facility)) on its due date (including the Maturity Date or a Redelivery Date (as defined in the Facility)), late fees shall, at the discretion of Two Prime, accrue for each Unpaid Sum (as defined in the Facility) from its due date to the date of actual payment at a rate of 5.0% per annum. The first advance under the Facility is a Fixed Term Loan with a Borrower Prepayment Option and no Call Option (as each such term is defined in the Facility). All subsequent Loan Term Sheets shall be individually agreed upon between the Borrower and Two Prime. Use of proceeds: The Company expects that a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1*^ Master Loan Agreement, dated as of October 1, 2025, by and between Fold, Inc. and Two Prime Lending Limited. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request. ^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOLD HOLDINGS, INC. By: Name: Will Reeves Title: Chief Executive Officer Dated: October 1, 2025

View Full Filing

View this 8-K filing on SEC EDGAR