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 23, 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 March 17, 2026, Fold Holdings, Inc. ("we", "our", or "us") previously reported in our Annual Report on Form 10-K as well as a press released attached to a Current Report on Form 8-K that we had begun the process of rolling out the Fold Bitcoin Rewards Credit Card (the "credit card"), with internal team members being the first to be underwritten and receive credit lines, expected to be followed by a rollout to customers at the top of our waitlist. We are filing this Current Report to announce that we have begun rolling out the credit card to customers on the top of our waitlist. There can be no assurances that further rollouts of the credit card will occur as anticipated, or at all.
The information contained in Item 7.01 of this Current Report 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.
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: March 23, 2026 |
|
|