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  4. [8-K] Fold Holdings, Inc. Reports Material Event

Fold Holdings (NASDAQ: FLD) clears $20M debt and adds $25M non-dilutive growth capital

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fold Holdings, Inc. monetized approximately $45 million of bitcoin at an average price of about $71,000 per bitcoin. The company used the proceeds to repay $20 million of bitcoin-collateralized debt and retain $25 million of unrestricted cash to fund growth initiatives.

Management highlights that these moves eliminate all secured debt, strengthen liquidity, improve monthly net cash flows, and increase capacity to scale products such as the Fold Bitcoin Credit Card, gift cards, and business offerings, while maintaining a meaningful bitcoin treasury and access to a revolving credit facility.

Positive

  • Balance sheet de-risking and liquidity boost: Fold monetized approximately $45 million of bitcoin, repaid $20 million of bitcoin‑collateralized debt, eliminated all secured debt, and retained $25 million of unrestricted cash to fund growth without described equity dilution.

Negative

  • None.

Insights

Fold converts bitcoin into cash, wipes out secured debt, and boosts growth capital.

Fold completed a balance sheet reshaping by monetizing about $45 million of bitcoin, repaying $20 million of bitcoin‑collateralized debt, and retaining $25 million of unrestricted cash for growth. This shifts value from volatile bitcoin holdings into cash while removing secured leverage.

Management states the company now has no secured debt, stronger liquidity, and improved monthly net cash flows. They tie this directly to scaling the Fold Bitcoin Credit Card and other products, while still keeping a meaningful bitcoin treasury and an undrawn revolving credit facility for future initiatives.

The transaction is presented as non‑dilutive capital, so existing shareholders are not described as being diluted by equity issuance in this step. The impact ultimately depends on execution of new products and the bitcoin price environment discussed among the forward‑looking risk factors.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bitcoin monetized $45 million Monetized bitcoin value at approximately $71,000 per bitcoin
Average bitcoin price $71,000 per bitcoin Average price realized on bitcoin monetization
Debt repaid $20 million Bitcoin-collateralized debt fully repaid, eliminating secured debt
Unrestricted cash retained $25 million Allocated to growth initiatives across the business
Trading symbols FLD, FLDDW Common stock and warrants listed on Nasdaq Capital Market
bitcoin-collateralized debt financial
"repaid $20 million of bitcoin-collateralized debt, and allocated the remaining"
non-dilutive capital financial
"Fold Eliminates $20M of Debt, Secures $25 Million of Non-Dilutive Capital"
Funding that does not require a company to issue new shares or reduce existing owners’ percentage of ownership, such as grants, certain loans, licensing deals, or customer prepayments. It matters to investors because it preserves each shareholder’s stake and per-share value—like getting a loan or a gift instead of selling part of the company—while still carrying obligations (repayment, milestones, or restrictions) that can affect future cash flow and growth.
revolving credit facility financial
"The company's revolving credit facility also remains available to support future growth initiatives."
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
forward-looking statements regulatory
"The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company Item 7.01 Regulation FD Disclosure."
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.
bitcoin financial services company financial
"a bitcoin financial services company making it easy for individuals to earn, save and spend bitcoin"
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Understanding 8-K Material Events →
false00018891230001889123fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2026-06-102026-06-1000018891232026-06-102026-06-100001889123fld:CommonStockParValue0.0001PerShareMember2026-06-102026-06-10

 

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

 

Fold Eliminates $20M of Debt, Secures $25 Million of Non-Dilutive Capital to Accelerate Next Phase of Growth

PHOENIX, AZ — Fold Holdings, Inc. (NASDAQ: FLD) ("Fold" or the "Company"), a bitcoin financial services company making it easy for individuals to earn, save and spend bitcoin through everyday financial tools, announced a series of capital transactions to strengthen the company's balance sheet, eliminate secured debt obligations, improve cashflows, and position Fold to materially scale its consumer and enterprise platforms.

Fold monetized approximately $45 million of bitcoin at an average price of approximately $71,000 per bitcoin, repaid $20 million of bitcoin-collateralized debt, and allocated the remaining $25 million of unrestricted cash towards growth initiatives across the business.

As a result of these transactions, Fold:

●
Eliminated all secured debt
●
Strengthened liquidity
●
Maintained a meaningful bitcoin treasury position
●
Improved monthly net cash flows
●
Increased its capacity to support future growth initiatives and financing partnerships

"We believe Fold is poised for near-term growth and investing in that future is exactly what the company needs to do," said Will Reeves, Chairman and Chief Executive Officer of Fold. "Over the past year, we've built one of the strongest product roadmaps in our history. In addition to our recently launched Credit Card, Bitcoin Gift Card, and Fold Business products, we plan to introduce new products over the coming months that we believe will expand the market for our business. Increased liquidity and lower debt ensure we have the resources and flexibility to execute our plans during this pivotal moment for Fold."

The strengthened balance sheet is also expected to accelerate the growth of the Fold Bitcoin Credit Card. Increased liquidity and financing flexibility position Fold to support a larger cardholder base, pursue additional funding relationships, and participate more meaningfully in the economics generated by the program as it scales. Management believes the Credit Card represents one of the most significant long-term growth opportunities within the Fold ecosystem.

In addition, these actions help Fold improve cash flows by immediately eliminating monthly cash interest payments. Management believes the company's cash flow profile can continue improving throughout the year as new products launch, customer activity increases, financing partnerships come online, and operating leverage improves across the platform.

Fold continues to maintain a meaningful bitcoin treasury position following the transaction while retaining the flexibility to monetize additional holdings when doing so represents the highest-return investment for shareholders. The company's revolving credit facility also remains available to support future growth initiatives.

"This decision reflects our conviction in Fold," Reeves continued. "We have reduced financing risk, strengthened our balance sheet, and ensured that short-term market volatility cannot stand in the way of executing our roadmap. As we approach several product launches, we believe Fold is entering one of the most important growth periods in the company's history."

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. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Credit Card™, Fold Bitcoin Gift Card™, and Fold Debit Card™, the company is building the bridge between traditional finance and the bitcoin-powered future.

For investor inquiries, please contact:

Orange Group

Samir Jain, CFA

FoldIR@orangegroupadvisors.com

For media inquiries, please contact:

Cindy Stoller

Confluence Partners, LLC

917-331-0418

cstoller@confluencepartners.com

media@foldapp.com

Forward-Looking Statements:
The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. 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 information about the rollout and terms of our credit card program. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual events. 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) volatility in the valuation of bitcoin; (iii) our continued ability to implement business plans and appropriate technology infrastructure; (iv) our continued access to and cooperation with

necessary third party partners, including lenders; and (v) 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, Fold specifically disclaims any obligation to do so, except as required by law.

Source: View Original Filing on SEC EDGAR

FAQ

What capital transactions did Fold Holdings (FLD) announce in this 8-K?

Fold converted approximately $45 million of bitcoin into cash, repaid $20 million of bitcoin‑collateralized debt, and kept $25 million of unrestricted cash for growth initiatives. Management describes this as eliminating all secured debt while strengthening liquidity and improving monthly net cash flows.

How much bitcoin did Fold Holdings (FLD) monetize and at what price?

Fold monetized approximately $45 million of bitcoin at an average price of about $71,000 per bitcoin. The company used part of the proceeds to repay $20 million of bitcoin‑collateralized debt and allocated the remaining $25 million of cash toward growth across its consumer and enterprise platforms.

How did these transactions affect Fold Holdings’ (FLD) debt and liquidity?

Fold reports that it eliminated all secured debt by repaying $20 million of bitcoin‑collateralized borrowings and strengthened liquidity by retaining $25 million of unrestricted cash. Management also notes improved monthly net cash flows and continued access to a revolving credit facility for future growth initiatives.

What growth areas is Fold Holdings (FLD) prioritizing with the $25 million cash?

Fold allocated the $25 million of unrestricted cash to growth initiatives, emphasizing its Fold Bitcoin Credit Card, Bitcoin Gift Card, Fold Business products, and upcoming launches. Management believes these offerings can materially scale the consumer and enterprise platforms and represent key long-term growth opportunities.

Does Fold Holdings (FLD) still hold bitcoin after monetizing part of its treasury?

Yes. Fold states it maintains a meaningful bitcoin treasury position after monetizing approximately $45 million. Management notes the company retains flexibility to monetize additional holdings in the future when they believe it represents the highest‑return investment for shareholders, alongside an available revolving credit facility.

How does Fold Holdings (FLD) describe the impact on its Fold Bitcoin Credit Card?

Fold explains that a stronger balance sheet, increased liquidity, and more financing flexibility should help accelerate growth of the Fold Bitcoin Credit Card. The company aims to support a larger cardholder base, pursue more funding relationships, and participate more in the program’s economics as it scales over time.

Filing Exhibits & Attachments

2 documents

Press Releases

Other Documents