Fold Holdings, Inc.

false 0001889123 0001889123 fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-10-22 2026-10-22 0001889123 fld:CommonStockParValue0.0001PerShareMember 2026-10-22 2026-10-22 0001889123 2026-10-22 2026-10-22 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): October 22, 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On October 22, 2026, Fold Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders, and the Company’s stockholders of record were asked to consider and act upon two (2) proposals. 1. Proposal One – To consider and approve a proposed amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of Common Stock at a ratio between 1-for-2 and 1-for-50, with the final decision of whether to proceed with the Reverse Stock Split and the exact ratio and timing thereof to be determined by the Board, in its discretion, following stockholder approval: For Against Abstentions 43,129,193 326,056 14,125 2. Proposal Two – To consider and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies or votes if there are not sufficient votes in favor of the Reverse Stock Split Proposal: For Against Abstentions 43,091,819 367,736 9,819 Proposal One required the approval of two-thirds (66 and 2/3%) of the total voting power of the Company's outstanding shares in order to pass. That threshold was exceeded. Both Proposal One and Proposal Two were approved. 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: October 26, 2026