FLDDW Fold Holdings Inc

 

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) March 7, 2025

 

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.)

 

11201 North Tatum Blvd., Suite 300, Unit 42035 Phoenix, Arizona		85028
(Address of principal executive offices)		(Zip Code)

 

(866) 365-3277

Registrant’s telephone number, including area code

 

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 March 7, 2025, Fold Holdings, Inc. (the “Company”) issued a press release announcing the Company’s addition of 475 bitcoin to its treasury in connection with the issuance of a new convertible note with a conversion price of $12.50 per share. A copy of the press release 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

 

The following exhibit relates to Item 7.01 and shall be deemed to be furnished, and not filed:

 

Exhibit No.		Description
99.1		Fold Holdings, Inc. Press Release dated March 7, 2025
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: March 7, 2025	By:	/s/ Will Reeves
	Name:	Will Reeves
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Fold Adds 475 Bitcoin to Treasury, Securing Top 10 Position Among U.S.
Public Bitcoin Treasuries

 

Fold now holds over 1,485 bitcoin in its corporate treasury as it builds the future of bitcoin-powered financial services

 

PHOENIX, March 7, 2025 – Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”), the first publicly traded bitcoin financial services company, today announced the addition of 475 bitcoin to its treasury. The addition marks a nearly 50% increase in Fold’s bitcoin holdings, which now stands at over 1,485 BTC. Fold acquired the additional bitcoin in exchange for the issuance of a convertible note with a conversion price of $12.50 per share (an over 100% premium to FLD’s closing price on March 5, 2025). This latest bitcoin acquisition solidifies Fold’s position among the top ten U.S. public companies with the largest bitcoin treasuries, reinforcing its strategy to align with the future of a bitcoin-native financial system.

 

“We believe Bitcoin will play a key role in the foundation of a new financial era, and Fold will help lead the way,” said Will Reeves, Chief Executive Officer of Fold. “As the first publicly traded bitcoin financial services company, we believe maintaining a significant bitcoin treasury not only drives value for our shareholders, but more importantly, strengthens our ability to power the next generation of financial services built on bitcoin.”

 

Mr. Reeves continued, “Fold’s bitcoin treasury serves a dual purpose: providing value to investors seeking bitcoin exposure, while acting as a corporate strategic reserve to support our growing suite of bitcoin-native financial products. We remain committed to building a bridge between traditional finance and the bitcoin economy and ensuring our users benefit from bitcoin’s long-term appreciation and utility.”

 

With the growing global recognition of bitcoin, Fold continues on its mission to establish itself as a go-to provider of bitcoin-powered financial services. As the financial landscape shifts, nations—including the U.S.—are adopting bitcoin as a strategic reserve asset and integrating bitcoin into their monetary frameworks. Fold is positioning itself to play a key role in this transformation.

 

For more information about Fold and its bitcoin rewards offerings, visit https://foldapp.com/

 

 

About Fold

 

Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. With over 1,485 BTC in its treasury, Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App and Fold Card, the company is building the bridge between traditional finance and the bitcoin-powered future.

 

Forward-Looking Statements

 

The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws with respect to the anticipated benefits of the business combination. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include the potential benefits of the new convertible note, Fold’s treasury strategy and the potential success of Fold’s market and growth strategies. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the failure to realize the anticipated benefits of the business combination; (iii) the effect of the consummation of the business combination on Fold’s business relationships, performance, and business generally; (iv) the ability to implement business plans and other expectations after the completion of the business combination, and identify and realize additional opportunities; (v) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; and (vi) those factors discussed in Fold’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, each specifically disclaims any obligation to do so, except as required by law.

 

For investor and media inquiries, please contact:

 

Orange Group

Samir Jain, CFA

FoldIR@orangegroupadvisors.com

 

 

 

 

v3.25.0.1

Cover	Mar. 07, 2025
Document Type	8-K
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Document Period End Date	Mar. 07, 2025
Entity File Number	001-41168
Entity Registrant Name	Fold Holdings, Inc.
Entity Central Index Key	0001889123
Entity Tax Identification Number	86-2170416
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11201 North Tatum Blvd.
Entity Address, Address Line Two	Suite 300
Entity Address, Address Line Three	Unit 42035
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85028
City Area Code	866
Local Phone Number	365-3277
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	FLD
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	FLDDW
Security Exchange Name	NASDAQ

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