Fold Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
Date of Report: October 1, 2025
Company: Fold Holdings, Inc. (Nasdaq: FLD)
Event: Entry into a Material Definitive Agreement (Master Loan Agreement) and creation of a direct financial obligation.
On October 1, 2025, Fold, Inc., a wholly-owned subsidiary of Fold Holdings, Inc., entered into a Master Loan Agreement with Two Prime Lending Limited to establish a revolving credit facility secured by Bitcoin.
Key Financial Metrics and Facility Terms
- Facility Size: Up to $45,000,000 in aggregate principal amount.
- Interest Rate: 6.5% per annum, accruing daily on a 360-day basis.
- Maturity: The first advance matures on October 1, 2026.
- Prepayment: Allowed in whole or in part without premium or penalty.
- Late Fees: 5.0% per annum on unpaid sums at the lender's discretion.
- Collateral: Secured by Bitcoin held in custody by BitGo Trust Company, Inc.
- Initial Collateral Level: 250% of the loan amount for the first advance.
- Collateral Call Level: 175% (triggers requirement for additional collateral).
- Liquidation Level: Specific threshold defined in the Loan Term Sheet; falling below triggers automatic default and liquidation without prior notice.
Material Changes and Use of Proceeds
This filing represents a new material agreement and does not report changes to historical revenue, profit, or cash flow metrics. The filing text does not provide a clear value for the company's current revenue, profit, or existing debt levels outside of this new facility.
Use of Proceeds: Funds will be used for working capital and general corporate purposes. The facility is designed to provide non-dilutive capital while preserving optionality regarding the company's Bitcoin treasury.
Outlook, Risks, and Contingencies
Management Commentary: The facility supports growth and allows the company to manage its Bitcoin treasury without immediate dilution.
Key Risks and Contingencies:
- Liquidation Risk: If the collateralization ratio falls below the "Liquidation Level," the lender may liquidate collateral without prior notice. The borrower does not control the order, manner, or price of the sale.
- Market Volatility: If the value of the Bitcoin collateral decreases by 25% or more within a 12-hour rolling period, the lender may require prepayment of all or a portion of the loan balance with three days' notice.
- Regulatory/Liquidity Risk: The lender may demand prepayment if they determine there is regulatory or liquidity risk related to the digital assets or litigation against the issuer.
- Discretionary Lending: The lender has sole and absolute discretion to extend or decline advances under the facility.
Investor Verification Checklist
- Verify the specific "Liquidation Level" percentage defined in the attached Loan Term Sheet (Exhibit 10.1), as the summary text does not state the exact percentage.
- Confirm the current market value of the company's Bitcoin holdings relative to the $45 million facility cap to assess immediate collateral requirements.
- Review the full Master Loan Agreement for specific definitions of "Loan Fees" and any additional covenants not detailed in the summary.
- Monitor Bitcoin price volatility, given the 25% 12-hour drop trigger for forced prepayment.
- Check subsequent filings for the execution of the first Loan Term Sheet and the actual drawdown amount.