Fold Holdings retracts credit facility announcement

Fold Holdings, Inc. filed an update to correct earlier communications about its credit card program financing.

Rhea-AI Filing Summary

Fold Holdings, Inc. filed an update to correct earlier communications about its credit card program financing. The company disclosed that a press release dated May 27, 2026 announcing it had entered into a credit facility with a third party has been retracted. Fold clarified that, as of this date, it has not entered into any such credit facility to support its credit card program. Management added that it continually explores options to support the program but cannot assure it will reach a credit facility agreement with any third party, or enter into one at all.

Insights

Equity and credit disclosure analyst

Fold clarified it has no current credit facility for its card program.

Fold Holdings, Inc. withdrew a press release that had stated it entered into a credit facility for its credit card program. The company explicitly confirmed that no such facility is in place as of the disclosure date.

This means investors cannot assume additional funding support or counterparties behind the credit card program based on the earlier announcement. Any future facility would depend on reaching terms with a third party, which the company does not guarantee.

The update is furnished under Regulation FD, so it is meant to ensure all market participants have the same corrected information. Future filings or announcements would need to confirm any actual credit facility once an agreement is executed.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Filing date: May 27, 2026 Warrant exercise price: $11.50 per share

2 metrics

Filing date May 27, 2026 Date of 8-K clarification on credit facility

Warrant exercise price $11.50 per share Exercise price for each whole warrant listed on Nasdaq

Key Terms

Regulation FD Disclosure, credit facility, Section 18 of the Securities Exchange Act of 1934, Exchange Act, +1 more

5 terms

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

credit facility financial

"had entered into a credit facility with a third party to support its credit card program."

A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

Section 18 of the Securities Exchange Act of 1934 regulatory

"shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended"

Exchange Act regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fold Holdings, Inc. (FLD) clarify about its credit facility?

Fold Holdings clarified that, as of May 27, 2026, it has not entered into any credit facility to support its credit card program. A prior press release suggesting such a facility existed was retracted and should no longer be relied upon.

Was the previously announced Fold Holdings (FLD) credit facility completed?

No, Fold Holdings stated that it has not entered into the previously referenced credit facility. The company retracted the May 27, 2026 press release and emphasized that no such agreement is currently in place for its credit card program.

Does Fold Holdings (FLD) plan to secure a credit facility for its credit card program?

Fold Holdings said it is always looking for ways to support its credit card program, which can include exploring credit facilities. However, it made clear there is no assurance it will reach an agreement with any third party or enter into such a facility at all.

How was the Fold Holdings (FLD) correction about the credit facility disclosed?

The correction was furnished in an 8-K under Regulation FD Disclosure. Fold Holdings specified that the retracted press release is no longer accurate and that the updated information is provided to keep investors and the market properly informed on a non-filed basis.

Is the Fold Holdings (FLD) 8-K about the credit facility considered filed information?

No, Fold Holdings stated that the information in Item 7.01 is furnished, not filed, under the Exchange Act. It is therefore not subject to Section 18 liabilities and is not incorporated into other securities filings unless specifically referenced there.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 04:05 PM Learn about SEC filing dates

0001889123false0001889123fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2026-05-272026-05-270001889123fld:CommonStockParValue0.0001PerShareMember2026-05-272026-05-2700018891232026-05-272026-05-27

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): May 27, 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 May 27, 2026, a press release was published announcing that Fold Holdings, Inc. (the "Company", "we", "our", or "us") had entered into a credit facility with a third party to support its credit card program. That press release has been retracted. The Company wishes to clarify that as of the date hereof, the Company has not entered into any such credit facility. While the Company is always looking for ways to support its credit card program, it cannot guarantee that it will enter into a credit facility for the credit card program with any given third party, or even enter into such a credit facility 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: May 27, 2026

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