Fold Holdings, Inc.

0001889123 false 0001889123 fld:CommonStockParValue0.0001PerShareMember 2026-08-11 2026-08-11 0001889123 fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-08-11 2026-08-11 0001889123 2026-08-11 2026-08-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2026 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2942 North 24th Street , Suite 115 , #42035 Phoenix , Arizona 85016 (Address of principal executive offices) (Zip Code) ( 866 ) 365-3277 Registrant’s telephone number, including area code Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share FLD Nasdaq Capital Market Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share FLDDW Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02. Results of Operations and Financial Condition. On August 11, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference . The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 , shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements . Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. Item 7.01. Regulation FD Disclosure. The information set forth under Item 2.02 is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of Fold Holdings, Inc., dated August 11, 2026. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). SIGNATURES 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. Date: August 11, 2026 By: /s/ Will Reeves Name: Will Reeves Title: Chief Executive Officer