Fold Holdings, Inc.

8-K · fld-20260610.htm iXBRL

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 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): June 10, 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 7.01 Regulation FD Disclosure.
 On June 10, 2026, Fold Holdings, Inc. issued a press releasing announcing it has monetized $45 million of bitcoin at an average price of approximately $71,000 per bitcoin and eliminated $20 million of bitcoin-collateralized debt. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
  
 The information contained in Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
  
 Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

 Exhibit No.

  

 Description

 99.1

  

 Press Release of Fold Holdings, Inc. dated June 10, 2026.

 104

  

 Cover Page Interactive Data File (embedded within the inline XBRL document).

  
  

  

  

 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: June 10, 2026