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.