STOCK TITAN

Fold Holdings (Nasdaq: FLD) warned on Nasdaq $1 minimum bid rule

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fold Holdings, Inc. reports that on July 14, 2026, Nasdaq notified the company that its common stock no longer meets the $1.00 per share minimum bid price required for continued listing under Nasdaq Listing Rule 5550(a)(2), after trading below that level for 30 consecutive business days.

Fold has 180 calendar days, until January 11, 2027, to regain compliance by having its closing bid price at or above $1.00 per share for at least 10 consecutive business days. The company may receive an additional 180-day period if it satisfies other Nasdaq listing standards and commits to curing the deficiency. If the stock trades at or below $0.10 for 10 consecutive trading days, Nasdaq will immediately issue a delisting determination and suspend trading, and the common stock would not be eligible for any compliance period. Nasdaq rules also contemplate the use of a reverse stock split to help cure the deficiency, but it would need to be completed at least 10 business days before the initial compliance period expires.

Positive

  • None.

Negative

  • Nasdaq minimum bid deficiency and delisting risk: Fold Holdings has 180 days, until January 11, 2027, to cure a $1.00 minimum bid price violation, with potential immediate delisting if its stock trades at or below $0.10 for ten consecutive trading days.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid requirement $1.00 per share Closing bid price threshold for continued Nasdaq listing under Listing Rule 5550(a)(2)
Non-compliance period triggering notice 30 consecutive business days Duration that Fold’s common stock traded below $1.00 before Nasdaq’s deficiency notice
Initial compliance period 180 calendar days Timeframe through January 11, 2027, to regain compliance with Nasdaq’s Minimum Bid Price Requirement
Days needed above $1.00 10 consecutive business days Minimum period the closing bid must meet or exceed $1.00 per share to cure the deficiency
Immediate delisting trigger price $0.10 per share If traded at or below this level for 10 consecutive trading days, Nasdaq will issue a delisting determination
Reverse split timing buffer 10 business days Reverse stock split must be completed at least this long before the initial compliance period expires
Minimum Bid Price Requirement regulatory
"Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement")"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
reverse stock split financial
"If Fold chooses to implement a reverse stock split, it must complete the split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Fold has been provided"
market value of publicly held shares financial
"if it continues to meet the continued listing requirement for market value of publicly held shares"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

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

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FAQ

Why did Fold Holdings (FLD) receive a Nasdaq non-compliance notice?

Fold Holdings received the notice because its common stock closed below the $1.00 minimum bid price for 30 consecutive business days. Under Nasdaq Listing Rule 5550(a)(2), this failure to meet the Minimum Bid Price Requirement triggers a non-compliance determination.

What deadline does Fold Holdings (FLD) have to regain Nasdaq compliance?

Fold has an initial 180-calendar-day compliance period, ending on January 11, 2027. During this window, it must restore its closing bid price to at least $1.00 per share for a required period to satisfy Nasdaq’s Minimum Bid Price Requirement.

How can Fold Holdings (FLD) regain compliance with the $1.00 bid rule?

To regain compliance, Fold’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, or longer if Nasdaq requires. Meeting this standard within the allowed timeframe would cure the deficiency.

What happens if Fold Holdings (FLD) stock trades at $0.10 or below?

If Fold’s common stock trades at or below $0.10 for 10 consecutive trading days, Nasdaq will immediately issue a delisting determination and suspend trading. In that case, the company would be ineligible for any compliance period under Nasdaq Listing Rule 5810.

Can Fold Holdings (FLD) use a reverse stock split to address the Nasdaq deficiency?

Nasdaq rules contemplate that a reverse stock split can be used to help restore the minimum bid price. If Fold chooses this path, the split must be completed at least 10 business days before the end of the initial 180-day compliance period.

Is an additional 180-day compliance period available to Fold Holdings (FLD)?

Fold may be eligible for an additional 180-day compliance period if it continues to meet Nasdaq’s other initial listing standards, including market value of publicly held shares, and provides written notice of its intention to cure the bid-price deficiency during that extended period.
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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): July 14, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

 

On July 14, 2026, Fold Holdings, Inc. ("Fold", "we," "our," or "us") received a letter (the "Letter") from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying Fold that for the last 30 consecutive business days, the closing bid price for Fold's common stock (our "Common Stock") has been below the minimum $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement").

 

The Letter has no effect on the listing of our Common Stock, and our Common Stock will continue to trade on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Fold has been provided an initial compliance period of 180 calendar days, or until January 11, 2027, to regain compliance with the Minimum Bid Price Requirement, which requires that the closing bid price of our Common Stock meet or exceed $1.00 per share for a minimum of ten consecutive business days (or such longer period as Nasdaq may require in its discretion). If Fold chooses to implement a reverse stock split, it must complete the split no later than 10 business days prior to the expiration of such initial compliance period, unless it is eligible for an additional 180-day compliance period.

 

Fold may be eligible for an additional 180-day compliance period if it (i) continues to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Price Requirement, and (ii) provides written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period. In addition, if the Common Stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a delisting determination under Listing Rule 5810, the Common Stock will be suspended from trading, and Fold will be ineligible for any compliance period that would otherwise be available under Rule 5810(c)(3)(A). If Fold does not qualify for the second compliance period or fails to regain compliance during the second compliance period, Nasdaq will notify Fold of its determination to delist the Common Stock.

 

Fold will continue to monitor the bid price of our Common Stock and will consider all available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that Fold will be able to regain compliance with the Minimum Bid Price Requirement.

 

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Fold's ability to regain compliance with Nasdaq Listing Rule 5550(a)(2), the timing of any such compliance, the actions Fold may take to regain or maintain compliance, and Nasdaq’s determination regarding Fold's continued listing and the effect thereof. Words such as “may”, “will”, “should”, “could”, “would”, “expect”, “intend”, “plan”, “believe”, “estimate”, “target”, “potential”, “continue”, “anticipate”, “seek”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, among others, Fold's ability to regain and maintain compliance with Nasdaq’s continued listing requirements, changes in Fold's market value of listed securities, general market and economic conditions, and other risks and uncertainties described under the heading “Risk Factors” in Fold’s most recent Annual Report on Form 10-K and in other filings Fold makes with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date of this Current Report on Form 8-K. Fold undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. For more detailed description of the risks and uncertainties affecting Fold, reference is made to Fold's reports filed from time to time with the Securities and Exchange Commission.

 

 


 

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: July 17, 2026

 

 

 


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