Every 8-K that Fold Holdings, Inc. (FLD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FLD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FLD filings page.
Fold Holdings, Inc. (FLD) entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, LLC, creating a committed equity facility of up to $25,000,000 in newly issued common shares. The company may, at its sole discretion over up to 36 months after commencement, direct Roth to buy shares through various VWAP-based purchase types (Market Open, Intraday, Pre-Market and Post-Market Purchases) at discounts of 3.0% or 5.0% to VWAP, subject to pricing, volume and other conditions.
Issuances are limited by Nasdaq’s 19.99% Exchange Cap of 10,942,804 shares unless shareholder approval or specified pricing conditions are met, and by a 4.99% beneficial ownership cap for Roth. Initial issuances rely on a private placement exemption, with a resale registration statement to be filed. Fold plans to use any net proceeds for product development, working capital and general corporate purposes and will pay Roth a commitment fee of up to $500,000 through 10% cash withholdings on purchases, and $50,000 to Compass Point as qualified independent underwriter.
Fold Holdings, Inc. (FLD) has elected to terminate its Equity Purchase Facility Agreement with an institutional investor. The facility, entered on June 16, 2025, had provided the investor’s commitment to purchase up to $250,000,000 of newly issued common stock at the Company’s discretion via advance notices.
The termination notice was delivered on August 27, 2026 and will become effective on September 3, 2026. At the time of notice, there were no outstanding advance notices requiring the Company to issue shares. Fold Holdings states it ended the facility to preserve the option of alternative financing and incurred no prepayment fees or penalties. When the termination becomes effective, obligations under the related Registration Rights Agreement will also end, other than for any Registrable Securities still held by the investor. The Board also set October 22, 2026 as the date for a special shareholder meeting, with a record date of September 4, 2026, to address matters described in a preliminary proxy filed on August 7, 2026.
Fold Holdings reported second quarter 2026 results for the period ended June 30, 2026. Revenue was $6.1 million, down from $8.2 million a year earlier. The company recorded a net loss of $9.7 million, compared with net income of $13.4 million in the prior-year quarter, and an Adjusted EBITDA loss of $5.5 million.
Fold continues to focus on its bitcoin-linked financial services platform, including debit and credit cards, bill payment and a bitcoin rewards ecosystem. Total transaction volume in the quarter was $165 million, and the platform had more than 87,000 verified accounts, adding over 1,000 during the quarter. The Fold Credit Card remained in early access with over 2,000 cardholders, more than double the prior quarter.
On the balance sheet, cash and cash equivalents increased to $28.4 million as of June 30, 2026, while digital assets held in the investment treasury declined to $11.4 million, reflecting monetization of part of the bitcoin treasury. Total liabilities fell to $21.2 million from $90.5 million at year-end 2025, including elimination of approximately $20 million of secured debt and about $145 thousand of associated monthly interest expense. Bitcoin investment treasury holdings were 194 BTC as of June 30, 2026.
Fold Holdings, Inc. announced a strategic partnership with Lead Bank, an FDIC-insured institution that will support Fold customer accounts, deposits, withdrawals and bitcoin trading as the company develops its bitcoin-focused financial services platform.
The new banking relationship is expected to enable expanded account functionality, with phased rollout of features such as passthrough bitcoin purchases funded from FBO balances, ACH origination and same-day ACH, FedWire and FedNow transfers with 24/7/365 instant withdrawals, higher deposit and withdrawal limits, direct deposit with early fund availability, auto-stack bitcoin purchases from external accounts, and accounts with routing and account numbers. Fold plans to begin transitioning customer accounts to Lead Bank later this year while continuing to enhance the Fold App and related products.
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.
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.
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.
Fold Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Class I directors Bracebridge H. Young, Jr. and Andrew Hohns to serve until the 2029 annual meeting, with Young receiving 24,556,161 votes for and 494,551 withheld, and Hohns receiving 24,699,618 votes for and 351,094 withheld, plus 7,633,676 broker non-votes for each. Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 31,065,214 votes for, 1,503,845 against, and 115,329 abstentions.
Fold Holdings, Inc. reported weaker results for the first quarter ended March 31, 2026, as lower bitcoin prices hurt activity and its treasury. Revenue was $5.6 million, a 21.1% year-over-year decrease, reflecting a drop in transaction volumes.
The company posted a net loss of $29.2 million, with a substantial loss of $28.6 million on digital assets in its investment treasury. Adjusted EBITDA loss was $5.8 million, or $0.12 per share, compared with a $4.2 million loss a year earlier.
Bitcoin investment treasury holdings were 826 BTC, and total assets fell to $78.3 million from $153.5 million at December 31, 2025, largely due to digital asset movements and debt extinguishment. Total transaction volume was $172 million, down 32% year over year, though the company still had nearly 85,000 verified accounts.
Management highlighted more than 1,000 Fold Bitcoin Rewards Credit Cards in circulation, an approximately 80,000-person waiting list, and plans to restructure Bitcoin Gift Card fees to accelerate distribution and customer acquisition.
Fold Holdings, Inc. disclosed that it has begun rolling out its Fold Bitcoin Rewards Credit Card to customers at the top of its waitlist. Previously, only internal team members had been underwritten and issued credit lines. The company cautions that there can be no assurances that further rollouts of the card will occur as anticipated, or at all. The disclosure is provided under Regulation FD and is expressly not deemed filed for liability purposes under Section 18 of the Exchange Act.
Fold Holdings, Inc. reported strong top-line growth for 2025 while remaining deeply loss-making. Full-year revenue reached $31.8 million, a 34% year-over-year increase, supported by total transaction volume of $960 million, up 46%. Q4 2025 revenue was $9.1 million, up 8% year over year, while Q4 volume of $215 million declined 3%.
The company posted a 2025 operating loss of $27.7 million and a net loss of $69.6 million, compared with a $65.1 million loss in 2024. Adjusted EBITDA loss widened to $17.2 million from $6.3 million, reflecting higher banking, compensation, and professional costs, as well as digital asset and financing-related charges.
Fold ended 2025 with $7.7 million in cash and cash equivalents, $133.7 million of digital assets in its investment treasury, and total assets of $153.5 million$90.5 million from $193.5 million, and stockholders’ equity improved from a deficit of $67.8 million to positive equity of $63.0 million, aided by recapitalization and elimination of prior SAFEs and certain convertible notes. Bitcoin investment treasury holdings were 1,527 BTC at December 31, 2025 and 827 BTC as of March 17, 2026.
Strategically, Fold launched its Bitcoin Rewards Credit Card with up to 4% base rewards and up to 10% through its rewards network, and introduced Fold for Business, enabling corporate bitcoin payroll and bonus programs under annual SaaS-style contracts. Management highlighted a cleaner capital structure, a new $10 million credit facility, and a focus on scaling consumer and enterprise products in 2026, while withholding specific revenue guidance.
Fold Holdings, Inc. used a current report to expand on a recent post on X about its anticipated new credit card. The company currently expects to launch the card in the coming weeks, but timing depends on completing negotiations and obtaining launch sign-off from necessary third-party service providers.
Fold cautions that it cannot guarantee the credit card will launch within that timeframe, or at all. The disclosure is furnished under Regulation FD in Item 7.01 and is expressly not deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated into other securities law filings unless specifically referenced.
Fold Holdings, Inc. entered a new financing deal and eliminated its outstanding convertible notes. The company issued a $13.0 million one-year senior unsecured promissory note to SATS Credit Fund L.P. at 10.0% interest, along with 520,000 common shares as commitment equity, and may issue another 520,000 renewal shares if the note is extended.
The new note includes bitcoin price-based prepayment triggers and allows up to $25 million of additional future indebtedness. Fold simultaneously extinguished a $46.3 million secured convertible note with SATS and a separate investor convertible note, paying about $27.5 million in cash funded by the new financing and bitcoin sales.
According to the company, these moves remove $66.3 million in convertible principal, release 521 bitcoin from collateral, and are expected to cut an estimated 8.0–10.0 million potential shares from its fully diluted share count, simplifying the capital structure and reducing prospective dilution.
Fold Holdings, Inc. is informing investors of key dates for its 2026 annual meeting of shareholders. The Board of Directors set the meeting for May 19, 2026 at 12:00 p.m. Eastern Time, to be held virtually, with further logistical details to come in a definitive proxy statement.
The company also established March 24, 2026 as the record date, meaning shareholders of record at the close of business that day will be entitled to receive notice of, and vote at, the meeting. No financial results or major transactions are described; this update focuses solely on corporate governance timing.
Fold Holdings, Inc. furnished an 8-K under Regulation FD to share a customer letter dated January 27, 2026. The letter outlines Fold’s intentions for the upcoming year, including information about its anticipated upcoming credit card.
The customer letter is provided as Exhibit 99.1, while Exhibit 104 covers the inline XBRL cover page data. The information in this 8-K, including the exhibit, is furnished rather than filed, meaning it is not subject to certain Exchange Act liability provisions or automatically incorporated into other securities filings.
Fold Holdings, Inc. announced an amendment to its Master Loan Agreement between its subsidiary Fold, Inc. and Two Prime Lending Limited. The amendment raises the interest rate on advances from 6.5% per annum to 8.5% per annum and significantly lowers several collateral thresholds. The Initial Collateral Level is reduced from 250% to 160%, the Collateral Call Level from 175% to 135%, the Liquidation Level from 150% to 115%, and the Collateral Refund Level from 345% to 190%. Two Prime may now grant a security interest in its rights to the collateral in limited cases, with counterparties able to access collateral only after an Event of Default that continues beyond any notice and cure period.
Fold Holdings, Inc. furnished an 8-K announcing it issued a press release with financial and operational results for the third quarter ended September 30, 2025. The release is attached as Exhibit 99.1 and, as stated, is furnished under Item 2.02 and incorporated into Item 7.01. The company notes the information is not deemed “filed” under the Exchange Act and includes a cautionary note regarding forward-looking statements.
Fold Holdings, Inc. entered into a Master Loan Agreement that creates a revolving credit facility of up to $45,000,000 for its subsidiary Fold, Inc. Loans under the facility carry interest at 6.5% per year and the first advance is scheduled to mature on October 1, 2026. The company expects to use any borrowings for working capital and general corporate purposes, positioning the arrangement as non‑dilutive support for growth and management of its bitcoin treasury.
The borrowing is secured by a portion of the subsidiary’s bitcoin held with a custodian, with an initial collateral level of 250%. If collateralization falls below preset thresholds or bitcoin value drops sharply, the lender can demand more collateral, require prepayment, or liquidate collateral after an event of default, giving the lender strong protection but exposing the company to potential forced sales in adverse market conditions.