03/02/2026 | Press release | Distributed by Public on 03/02/2026 20:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 7.0% Convertible Note | $12.5 | 02/26/2026 | J | 148,000(3) | 03/06/2025 | 02/26/2026 | Common Stock | 148,000 | (3) | 0 | I | Through SATS Credit Fund LP | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kirkwood Jonathan C/O FOLD HOLDINGS, INC., 2942 NORTH 24TH STREET, SUITE 115,#42035 PHOENIX, AZ 85028-6039 |
X | X | ||
| /s/ Jonathan Kirkwood | 03/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | The reporting person is the managing member of SATS Credit Fund GP LLC, which is the general partner of SATS Credit Fund LP. |
| (3) | 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, 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. |