Fold Holdings, Inc. 8-K Filing

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

Filing Documents

• fld-20251119.htm (8-K) — 70KB
• fld-ex10.htm (EX-10) — 19KB
• 0001193125-25-293889.txt ( ) — 313KB
• fld-20251119.xsd (EX-101.SCH) — 100KB
• fld-20251119_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on October 1, 2025, Fold, Inc., a Delaware corporation (the " Borrower ") and a wholly-owned subsidiary of Fold Holdings, Inc., a Delaware corporation (the " Company ") entered into a Master Loan Agreement (" MLA ") with Two Prime Lending Limited (" Two Prime ") 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. Capitalized terms used in this Current Report on Form 8-K but not defined herein have the meanings ascribed to them in the MLA. On November 19, 2025, the Borrower and Two Prime entered into the First Master Loan Agreement Amendment (the " MLA Amendment ") to the MLA pursuant to which, among other things: (i) the interest rate increased from 6.5% per annum to 8.5% per annum; (ii) the Initial Collateral Level decreased from 250% to 160%; (iii) the Collateral Call Level decreased from 175% to 135%; (iv) the Liquidation Level decreased from 150% to 115%; (v) the Collateral Refund Level decreased from 345% to 190%; and (vi) Two Prime is now permitted to grant a security interest in its rights to the Collateral in certain limited circumstances; provided, however, that no such counterparty shall have any right to access the Collateral unless and until an Event of Default under the Loan Documents has occurred and is continuing beyond any applicable notice and cure period. The foregoing description of the MLA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the MLA Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Regi

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 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 10-K filed with the SEC on October 1, 2025). 10.2 First Master Loan Agreement Amendment, dated as of November 19, 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: /s/ Will Reeves Name: Will Reeves Title: Chief Executive Officer Dated: November 24, 2025

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