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

Rhea-AI Filing Summary

Fold Holdings, Inc. filed a Form 8-K dated August 12, 2025, reporting that it issued a press release announcing its financial and operational results for the quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 and is incorporated by reference; the filing states that the furnished information is not deemed "filed" under Section 18 of the Exchange Act and includes a cautionary note about forward-looking statements. The report also identifies the companys Nasdaq-listed securities (common stock FLD and warrants FLDDW) and is signed by CEO Will Reeves. This Form 8-K notifies investors that detailed Q2 metrics are contained in the attached press release.

Insights

Securities Analyst

TL;DR: Routine Form 8-K furnishing a press release on Q2 results; materiality depends on the underlying press release content.

The filing simply furnishes a press release dated August 12, 2025, that announces financial and operational results for the quarter ended June 30, 2025. The 8-K clarifies that the furnished release is not "filed" for Section 18 liability purposes and carries a forward-looking statements caution. As presented, the 8-K itself contains no financial figures; investors must consult Exhibit 99.1 for the actual metrics that could affect valuation or trading.

Corporate Governance Expert

TL;DR: Disclosure is procedural and compliant; the document affirms Regulation FD and incorporation-by-reference language.

The report follows standard disclosure practice by furnishing a press release as Exhibit 99.1 and restating the limitation on incorporation by reference. It also references Regulation FD disclosure. The signature by CEO Will Reeves completes the required execution. Based on the 8-K text alone, there are no governance red flags; any governance or material implications would arise from the content of the attached press release.

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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): August 12, 2025

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

11201 North Tatum Blvd., Suite 300, Unit 42035

Phoenix, Arizona 85028

(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 2.02. Results of Operations and Financial Condition.

On August 12, 2025, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, 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 such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Fold Holdings, Inc., dated August 12, 2025.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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.
Date: August 12, 2025	By:	/s/ Will Reeves
	Name:	Will Reeves
	Title:	Chief Executive Officer

FAQ

What did Fold Holdings (FLDDW) file on August 12, 2025?

Fold Holdings filed a Form 8-K furnishing a press release dated August 12, 2025 announcing financial and operational results for the quarter ended June 30, 2025 (Exhibit 99.1).

Are the Q2 2025 financial figures included in the 8-K text?

No. The Form 8-K states the company issued a press release with results furnished as Exhibit 99.1; the 8-K text does not include financial figures.

Which securities are listed in the filing?

The filing lists the companys securities: common stock, ticker FLD, and warrants, ticker FLDDW, both on the Nasdaq Capital Market.

Is the press release "filed" under Section 18 of the Exchange Act?

No. The 8-K explicitly states the information furnished, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Who signed the Form 8-K for Fold Holdings?

The Form 8-K is signed by Will Reeves, in his capacity as Chief Executive Officer.

Does the filing mention forward-looking statements?

Yes. The 8-K includes a cautionary note that the press release contains forward-looking statements and related risks and uncertainties.