Fold Holdings extinguished two outstanding convertible notes with a combined principal of $66.3 million, releasing 521 Bitcoin (BTC) previously held as collateral and removing an estimated 8–10 million potential shares from its fully diluted count.
The transactions simplify a balance sheet that had been encumbered by restrictive covenants since the company went public on Nasdaq in early 2025.
The restructuring was accomplished primarily through non-dilutive means, though it did include one new obligation: a $13 million, one-year senior unsecured promissory note issued to SATS Credit Fund L.P., a related party, alongside 520,000 common shares.
What Happened
The two retired instruments were a $46.3 million secured convertible note issued in March 2025, collateralized by 500 Bitcoin, and a separate senior secured investor note from December 2024 backed by 521 BTC.
Fold used approximately $27.5 million in cash to retire the investor note, with the remainder settled through the new SATS financing.
The 521 BTC now freed from collateral can be deployed for operational expenses, credit card reserve requirements, or future financing, according to the company. Fold's total bitcoin treasury stood at 1,526 BTC as of its most recent disclosure.
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Why It Matters
The debt retirement removes covenants that had constrained Fold's operational and financing decisions - a material consideration as the company prepares to launch a Visa-branded Bitcoin rewards credit card that already has a 75,000-person waitlist.
The card, developed with Stripe, would allow users to earn up to 4% back in bitcoin on purchases, with no annual fee.
Fold reported $7.4 million in revenue for the third quarter of 2025, up 41% year-over-year, with adjusted EBITDA still negative at $(4.2) million. The company's FLD stock traded at $1.49 on Feb. 27 - well below its 50- and 200-day moving averages - reflecting the broader difficulty small-cap Bitcoin-focused companies have had maintaining equity value in the current market.
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